Common use of Compliance with Legal and Insurance Requirements Clause in Contracts

Compliance with Legal and Insurance Requirements. Subject to Article XII relating to permitted contests, Lessee, at its expense, (a) shall comply, in all material respects with all Legal Requirements and Insurance Requirements applicable to Lessee and the use, operation, maintenance, repair and restoration of the Facilities and the Leased Property, whether or not compliance therewith shall require structural change in any of the Leased Improvements or interfere with the use and enjoyment of the Leased Property; (b) shall not use the Leased Property and Lessee’s Personal Property for any unlawful purpose; (c) shall procure, maintain and comply with all material Licenses and any other licenses, certificates, certifications, consents, permits, governmental approvals, and authorizations required under the Legal Requirements for any use of the Leased Property and Lessee’s Personal Property then being made, and for the proper erection, installation, operation and maintenance of the Leased Property or any part thereof, including, without limitation, any Capital Additions; and (d) shall use its commercially reasonable efforts to require under the Tenant Leases that all Tenants acquire and maintain all material Licenses necessary to operate any portion of the Leased Property subleased to them for any appropriate and permitted uses conducted on the Leased Property as may be permitted from time to time hereunder, it being acknowledged by Lessor that any failure by any Tenant under this clause (d) shall not cause (or be deemed to cause) a breach by Lessee of this Section 8.1 unless Lessee has so failed to use commercially reasonable efforts. Lessee’s use of the Leased Property, the use of all Lessee’s Personal Property used in connection with the Leased Property, and the maintenance, alteration, and operation of the same, and all parts thereof, shall at all times conform in all material respects to all Legal Requirements. Upon Lessor’s request, Lessee shall deliver to Lessor copies of all such Licenses that are currently held by Lessee or its Affiliates to the extent applicable to the Leased Property. Lessee shall indemnify and defend, at Lessee’s sole cost and expense, and hold Lessor, its Affiliates and their respective successors and assigns harmless from and against and agrees to reimburse Lessor, its Affiliates and their respective successors and assigns with respect to any and all claims, demands, actions, causes of action, losses, damages, liabilities, reasonable, out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Lessor, its Affiliates and their respective successors and assigns, at any time and from time to time by reason or arising out of any breach by Lessee of any of the provisions of this Article VIII or any breach or violation by Lessee of any Legal Requirements, including any and all such claims, demands, liabilities, damages, costs and expenses relating to immaterial violations or breaches of the Legal requirements, except to the extent arising solely as a result of the gross negligence or willful misconduct of Lessor or its Affiliates. All such damages and reasonable out-of-pocket costs and expenses payable to Lessor under this Section 8.1 shall be due and payable by Lessee within thirty (30) days after delivery of written demand from Lessor, its Affiliates or their respective successors and assigns.

Compliance with Legal and Insurance Requirements. Subject In its use, maintenance, operation and any alteration of the Leased Properties, Tenant, at its expense, will, subject to Article the provisions of ARTICLE XII relating to permitted contests, Lessee, at its expense, promptly (ai) shall comply, in all material respects comply with all Legal Requirements and Insurance Requirements applicable to Lessee and the use, operation, maintenance, repair and restoration of the Facilities and the Leased PropertyRequirements, whether or not compliance therewith shall require requires structural change changes in any of the Leased Improvements (which structural changes shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld or interfere delayed) or interferes with or prevents the use and enjoyment of the Leased Property; Properties, and (bii) shall not use the Leased Property and Lessee’s Personal Property for any unlawful purpose; (c) shall procure, maintain and comply with all material Licenses and any other licenses, certificatescertificates of need, certifications, consents, permits, governmental approvals, provider agreements and other authorizations required under for the Legal Requirements for any use of the Leased Property Properties and LesseeTenant’s Personal Property then being made, and for the proper erection, installation, operation and maintenance of the Leased Property Properties or any part thereof. The judgment of any court of competent jurisdiction, includingor the admission of Tenant in any action or proceeding against Tenant, without limitationwhether or not Landlord is a party thereto, that Tenant has violated any Capital Additions; such Legal Requirements or Insurance Requirements shall be conclusive of that fact as between Landlord and (d) shall use its commercially reasonable efforts to require under Tenant. Notwithstanding the foregoing, Tenant Leases that all Tenants acquire and maintain all material Licenses necessary to operate any portion of the Leased Property subleased to them for any appropriate and permitted uses conducted on the Leased Property as may be permitted from time to time hereunder, it being acknowledged by Lessor remove beds from service at each Facility without reducing the number of licensed Medicare and Medicaid certified beds that may be operated at such Facility and while retaining the right to return any failure by any Tenant under this clause such beds to service at such Facility (dso-called “bed banking”) provided that (i) such removal shall not cause exceed more than ten percent (or be deemed to cause10%) a breach by Lessee of this Section 8.1 unless Lessee has so failed to use commercially reasonable efforts. Lessee’s use of the Leased Propertynumber of beds at the applicable Facility, the use of all Lessee’s Personal Property used in connection with the Leased Property, and the maintenance, alteration, and operation of the same, and all parts thereof, shall at all times conform in all material respects to all Legal Requirements. Upon Lessor’s request, Lessee shall deliver to Lessor copies of all such Licenses that are currently held by Lessee or its Affiliates to the extent applicable to the Leased Property. Lessee shall indemnify and defend, at Lessee’s sole cost and expense, and hold Lessor, its Affiliates and their respective successors and assigns harmless from and against and agrees to reimburse Lessor, its Affiliates and their respective successors and assigns with respect to any and all claims, demands, actions, causes of action, losses, damages, liabilities, reasonable, out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and court costsii) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Lessor, its Affiliates and their respective successors and assigns, at any time and from time to time by reason or arising out of any breach by Lessee of any of the provisions of this Article VIII or any breach or violation by Lessee of any Legal Requirements, including any and all such claims, demands, liabilities, damages, costs and expenses relating to immaterial violations or breaches of the Legal requirements, except to the extent arising solely as a result of the gross negligence or willful misconduct of Lessor or its Affiliates. All such damages and reasonable out-of-pocket costs and expenses payable to Lessor under this Section 8.1 shall be due and payable by Lessee within not less than thirty (30) days after delivery prior to removing such beds from service, Tenant shall so notify Landlord in writing, which notice shall include, or have delivered therewith, (a) detailed descriptions of written demand from Lessorthe beds being removed, its Affiliates the reasons for such bed removal, estimates of the cost of implementing such bed changes, and the projected impact of such bed changes upon such Facility, and (b) evidence reasonably satisfactory to Landlord that Tenant has obtained all necessary regulatory approvals for the proposed reduction of beds in service, that such beds continue to be considered “licensed” and “certified” beds by the applicable governmental authority and agencies and that Tenant or their respective successors any successor operator of such Facility retains the right, at the end of the bed banking period, to return such beds to service at the applicable Facility as licensed Medicare and assignsMedicaid certified beds.

Compliance with Legal and Insurance Requirements. Subject to Article XII XVIII relating to permitted contests, Lesseethe Borrower Parties, at its their expense, (a) shall comply, in all material respects comply with all Legal Requirements and Insurance Requirements applicable to Lessee the Borrower Parties and the use, operation, maintenance, repair and restoration of the Facilities and the Leased Real Property, whether or not compliance therewith shall require structural change in any of the Leased Improvements or interfere with the use and enjoyment of the Leased Real Property; (b) shall not use the Leased Real Property and Lessee’s the Personal Property for any unlawful purpose; (c) shall procure, maintain and comply with all material Licenses and any other licenses, certificates, certifications, consents, permits, governmental approvals, approvals and authorizations required under the Legal Requirements for any use of the Leased Real Property and Lessee’s the Personal Property then being made, and for the proper erection, installation, operation and maintenance of the Leased Real Property or any part thereof, including, without limitation, any Capital Additions; and (d) shall use its commercially reasonable efforts to require under the Tenant Leases that cause all Tenants to acquire and maintain all material Licenses necessary licenses, certificates, permits, provider agreements and other authorizations and approvals, as well as all personal property needed to operate any portion of the Leased Real Property subleased to them for the Primary Intended Uses and any appropriate and permitted other uses conducted on the Leased Real Property as may be permitted from time to time hereunder, it being acknowledged by Lessor MPT that any failure by any the a Tenant under this clause (d) shall not cause (or be deemed to cause) a breach by Lessee the Borrower Parties of this Section 8.1 7.1 unless Lessee has the Borrower Parties have so failed to use commercially reasonable efforts. Lessee’s The Borrower Parties’ use of the Leased Real Property, the use of all Lessee’s of the Borrower Parties’ Personal Property used in connection with the Leased Real Property, and the maintenance, alteration, and operation of the same, and all parts thereof, shall at all times conform in all material respects to all Legal Requirements. Upon LessorMPT’s request, Lessee the Borrower Parties shall deliver to Lessor MPT copies of all such Licenses that are currently held by Lessee or its Affiliates to the extent applicable to the Leased Propertyand other approvals and authorizations. Lessee The Borrower Parties shall indemnify and defend, at Lessee’s Borrower Parties’ sole cost and expense, and hold Lessor, MPT and its Affiliates and their respective successors and assigns harmless from and against and agrees to reimburse Lessor, MPT and its Affiliates and their respective successors and assigns with respect to any and all claims, demands, actions, causes of action, losses, damages, liabilities, reasonable, out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by LessorMPT, and its Affiliates and their respective successors and assigns, at any time and from time to time by reason or arising out of any breach by Lessee the Borrower Parties of any of the provisions of this Article VIII VII or any breach or violation by Lessee of any Legal Requirements, including any and all such claims, demands, liabilities, damages, costs and expenses relating to immaterial violations or breaches of the Legal requirements, except to the extent arising solely as a result of the gross negligence or willful misconduct of Lessor or its Affiliates. All such damages and reasonable out-of-pocket costs and expenses payable to Lessor under this Section 8.1 shall be due and payable by Lessee within thirty (30) days after delivery of written demand from Lessor, its Affiliates or their respective successors and assigns.

Compliance with Legal and Insurance Requirements. Subject to Article XII relating to regarding permitted contests, Lessee, at its expense, shall promptly (ai) shall comply, comply in all material respects with all Legal Requirements and Insurance Requirements applicable to Lessee and regarding the use, operation, maintenance, repair and restoration of the Facilities and the Leased Property, Lessee's Personal Property and all Capital Additions whether or not compliance therewith shall may require structural change changes in any of the Leased Improvements or any Capital Additions or interfere with the use and enjoyment of the Leased Property; (b) shall not use the Leased Property and Lessee’s Personal Property for any unlawful purpose; (cii) shall procure, maintain and comply with all material Licenses and any other licenses, certificatescertificates of need, certifications, consents, permits, governmental approvals, provider agreements and other authorizations required under for the Legal Requirements for any use of the Leased Property, Lessee's Personal Property and all Capital Additions for the Primary Intended Use and any other use of the Leased Property, Lessee’s 's Personal Property and all Capital Additions then being made, and for the proper erection, installation, operation and maintenance of the Leased Property, Lessee's Personal Property or any part thereof, including, without limitation, any and all Capital Additions; and (d) . Upon the occurrence of an Event of Default, Lessor may, but shall use its commercially reasonable efforts to require under the Tenant Leases that all Tenants acquire and maintain all material Licenses necessary to operate any portion of not be obligated to, enter upon the Leased Property subleased and all Capital Additions and take such actions and incur such costs and expenses to them for any appropriate and permitted uses conducted on effect such compliance as it deems advisable to protect its interest in the Leased Property as may be permitted from time to time hereunderand all Capital Additions, it being acknowledged and Lessee shall reimburse Lessor for all costs and expenses incurred by Lessor in connection with such actions. Lessee covenants and agrees that any failure by any Tenant under this clause (d) shall not cause (or be deemed to cause) a breach by Lessee of this Section 8.1 unless Lessee has so failed to use commercially reasonable efforts. Lessee’s use of the Leased Property, the use of all Lessee’s 's Personal Property used in connection with the Leased Property, and the maintenance, alteration, and operation of the same, and all parts thereof, Capital Additions shall at all times conform in all material respects to all Legal Requirements. Upon Lessor’s request, Lessee shall deliver to Lessor copies of all such Licenses that are currently held by Lessee or its Affiliates to the extent applicable to the Leased Property. Lessee shall indemnify and defend, at Lessee’s sole cost and expense, and hold Lessor, its Affiliates and their respective successors and assigns harmless from and against and agrees to reimburse Lessor, its Affiliates and their respective successors and assigns with respect to not be used for any and all claims, demands, actions, causes of action, losses, damages, liabilities, reasonable, out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Lessor, its Affiliates and their respective successors and assigns, at any time and from time to time by reason or arising out of any breach by Lessee of any of the provisions of this Article VIII or any breach or violation by Lessee of any Legal Requirements, including any and all such claims, demands, liabilities, damages, costs and expenses relating to immaterial violations or breaches of the Legal requirements, except to the extent arising solely as a result of the gross negligence or willful misconduct of Lessor or its Affiliates. All such damages and reasonable out-of-pocket costs and expenses payable to Lessor under this Section 8.1 shall be due and payable by Lessee within thirty (30) days after delivery of written demand from Lessor, its Affiliates or their respective successors and assignsunlawful purpose.

Compliance with Legal and Insurance Requirements. Subject 9.01. Tenant shall give prompt notice to Article XII relating Landlord of any notice it receives of the violation of any Legal Requirements or Insurance Requirements with respect to permitted contests, Lesseethe Premises or the use or occupation thereof. Tenant shall, at its Tenant's expense, (a) shall comply, in all material respects comply with all Legal Requirements and Insurance Requirements applicable to Lessee and the usewhich shall, operation, maintenance, repair and restoration in respect of the Facilities and the Leased Property, whether Premises or not compliance therewith shall require structural change in any of the Leased Improvements or interfere with the use and enjoyment occupation thereof, or the abatement of any nuisance in, on or about the Premises, impose any violation, order or duty on Landlord or Tenant, arising from (a) Tenant's use of the Leased Property; Premises, (b) shall not use the Leased Property and Lessee’s Personal Property for any unlawful purpose; manner of conduct of Tenant's business or operation of its installations, equipment or other property therein, (c) shall procureany cause or condition created by or at the instance of Tenant, maintain and comply with all material Licenses and any other licenses, certificates, certifications, consents, permits, governmental approvals, and authorizations required under the Legal Requirements for any use of the Leased Property and Lessee’s Personal Property then being made, and for the proper erection, installation, operation and maintenance of the Leased Property or any part thereof, including, without limitation, any Capital Additions; and (d) breach of any of Tenant's obligations hereunder, and Tenant shall use its commercially reasonable efforts to require under pay all the Tenant Leases that all Tenants acquire costs, expenses, fines, penalties and maintain all material Licenses necessary to operate any portion of the Leased Property subleased to them for any appropriate and permitted uses conducted on the Leased Property as damages which may be permitted from time to time hereunder, it being acknowledged by imposed upon Landlord or any Superior Lessor that any failure by any Tenant under this clause (d) shall not cause (or be deemed to cause) a breach by Lessee of this Section 8.1 unless Lessee has so failed to use commercially reasonable efforts. Lessee’s use of the Leased Property, the use of all Lessee’s Personal Property used in connection with the Leased Property, and the maintenance, alteration, and operation of the same, and all parts thereof, shall at all times conform in all material respects to all Legal Requirements. Upon Lessor’s request, Lessee shall deliver to Lessor copies of all such Licenses that are currently held by Lessee or its Affiliates to the extent applicable to the Leased Property. Lessee shall indemnify and defend, at Lessee’s sole cost and expense, and hold Lessor, its Affiliates and their respective successors and assigns harmless from and against and agrees to reimburse Lessor, its Affiliates and their respective successors and assigns with respect to any and all claims, demands, actions, causes of action, losses, damages, liabilities, reasonable, out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Lessor, its Affiliates and their respective successors and assigns, at any time and from time to time Superior Mortgagee by reason of or arising out of any breach by Lessee of any of Tenant's failure to fully and promptly comply with and observe the provisions of this Article VIII Section. However, Tenant need not comply with any such Legal Requirements and Insurance Requirements so long as Tenant is contesting the validity thereof, or any breach or violation by Lessee of any Legal Requirements, including any and all such claims, demands, liabilities, damages, costs and expenses relating to immaterial violations or breaches of the Legal requirements, except applicability thereof to the extent arising solely Premises, in accordance with Section 9.02. Subject to the provisions of Section 9.03, Landlord, at its expense, shall comply with all other Legal Requirements and Insurance Requirements as a result of shall affect the gross negligence or willful misconduct of Lessor or its Affiliates. All such damages and reasonable out-of-pocket costs and expenses payable to Lessor under this Section 8.1 Premises, but may similarly defer compliance so long as Landlord shall be due and payable by Lessee within thirty (30) days after delivery of written demand from Lessor, its Affiliates contesting the validity or their respective successors and assignsapplicability thereof.

Compliance with Legal and Insurance Requirements. Subject 9.01. Tenant shall give prompt notice to Article XII relating Landlord of any notice it receives of the violation of any Legal Requirements or Insurance Requirements with respect to permitted contests, Lesseethe Premises or the use or occupation thereof. Tenant shall, at its Tenant's expense, (a) shall comply, in all material respects comply with all Legal Requirements and Insurance Requirements applicable to Lessee and the usewhich shall, operation, maintenance, repair and restoration in respect of the Facilities and the Leased Property, whether Premises or not compliance therewith shall require structural change in any of the Leased Improvements or interfere with the use and enjoyment occupation thereof, or the abatement of any nuisance in, on or about the Premises, impose any violation, order or duty on Landlord or Tenant, arising from (a) Tenant's use of the Leased Property; Premises (other than as permitted hereunder), (b) shall not use the Leased Property and Lessee’s Personal Property for any unlawful purpose; manner of conduct of Tenant's business or operation of its installations, equipment or other property therein, (c) shall procureany cause or condition created by or at the instance of Tenant (other than as expressly permitted hereunder), maintain and comply with all material Licenses and any other licenses, certificates, certifications, consents, permits, governmental approvals, and authorizations required under the Legal Requirements for any use of the Leased Property and Lessee’s Personal Property then being made, and for the proper erection, installation, operation and maintenance of the Leased Property or any part thereof, including, without limitation, any Capital Additions; and (d) breach of any of Tenant's obligations hereunder, and Tenant shall use its commercially reasonable efforts to require under pay all the Tenant Leases that all Tenants acquire costs, expenses, fines, penalties and maintain all material Licenses necessary to operate any portion of the Leased Property subleased to them for any appropriate and permitted uses conducted on the Leased Property as damages which may be permitted from time to time hereunder, it being acknowledged by imposed upon Landlord or any Superior Lessor that any failure by any Tenant under this clause (d) shall not cause (or be deemed to cause) a breach by Lessee of this Section 8.1 unless Lessee has so failed to use commercially reasonable efforts. Lessee’s use of the Leased Property, the use of all Lessee’s Personal Property used in connection with the Leased Property, and the maintenance, alteration, and operation of the same, and all parts thereof, shall at all times conform in all material respects to all Legal Requirements. Upon Lessor’s request, Lessee shall deliver to Lessor copies of all such Licenses that are currently held by Lessee or its Affiliates to the extent applicable to the Leased Property. Lessee shall indemnify and defend, at Lessee’s sole cost and expense, and hold Lessor, its Affiliates and their respective successors and assigns harmless from and against and agrees to reimburse Lessor, its Affiliates and their respective successors and assigns with respect to any and all claims, demands, actions, causes of action, losses, damages, liabilities, reasonable, out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Lessor, its Affiliates and their respective successors and assigns, at any time and from time to time Superior Mortgagee by reason of or arising out of any breach by Lessee of any of Tenant's failure to fully and promptly comply with and observe the provisions of this Article VIII Section. However, Tenant need not comply with any such Legal Requirements and Insurance Requirements so long as Tenant is contesting the validity thereof, or any breach or violation by Lessee of any Legal Requirements, including any and all such claims, demands, liabilities, damages, costs and expenses relating to immaterial violations or breaches of the Legal requirements, except applicability thereof to the extent arising solely Premises, in accordance with Section 9.02. Subject ------------ to the provisions of Section 9.03, Landlord, at its expense, shall comply with ------------ all other Legal Requirements and Insurance Requirements as a result shall affect the Premises and the Project, but may similarly defer compliance so long as Landlord shall be contesting the validity or applicability thereof (but only so long as Landlord's contest shall not subject Tenant to criminal penalty, invalidate Tenant's insurance or otherwise materially interfere with Tenant's conduct of business in the gross negligence or willful misconduct of Lessor or its Affiliates. All such damages and reasonable out-of-pocket costs and expenses payable to Lessor Premises for the uses permitted under this Section 8.1 shall be due and payable by Lessee within thirty (30) days after delivery of written demand from Lessor, its Affiliates or their respective successors and assignsLease).

Compliance with Legal and Insurance Requirements. Subject to Article XII relating to permitted contests, Lessee, at its expense, (a) shall comply, in all material respects comply with all Legal Requirements and Insurance Requirements applicable to Lessee and the use, operation, maintenance, repair and restoration of the Facilities and the Leased Property, whether or not compliance therewith shall require structural change in any of the Leased Improvements or interfere with the use and enjoyment of the Leased Property; (b) shall not use the Leased Property and Lessee’s Personal Property for any unlawful purpose; (c) shall procure, maintain and comply with all material Licenses and any other licenses, certificates, certifications, consents, permits, governmental approvals, approvals and authorizations required under the Legal Requirements for any use of the Leased Property and Lessee’s Personal Property then being made, and for the proper erection, installation, operation and maintenance of the Leased Property or any part thereof, including, without limitation, any Capital Additions; and (d) shall use its commercially reasonable efforts to require under the Tenant Leases that cause all Tenants to acquire and maintain all material Licenses necessary licenses, certificates, permits, provider agreements and other authorizations and approvals, as well as all personal property needed to operate any portion of the Leased Property subleased to them for the Primary Intended Use and any appropriate and permitted other uses conducted on the Leased Property as may be permitted from time to time hereunder, it being acknowledged by Lessor that any failure by any Tenant under this clause (d) shall not cause (or be deemed to cause) a breach by Lessee of this Section 8.1 unless Lessee has so failed to use commercially reasonable efforts. Lessee’s use of the Leased Property, the use of all Lessee’s Personal Property used in connection with the Leased Property, and the maintenance, alteration, and operation of the same, and all parts thereof, shall at all times conform in all material respects to all Legal Requirements. Upon Lessor’s request, Lessee shall deliver to Lessor copies of all such Licenses that are currently held by Lessee or its Affiliates to the extent applicable to the Leased Property. Lessee shall indemnify and defend, at Lessee’s sole cost and expense, and hold Lessor, its Affiliates and their respective successors and assigns assigns, harmless from and against and agrees to reimburse Lessor, Lessor and its Affiliates and their respective successors and assigns with respect to any and all claims, demands, actions, causes of action, losses, damages, liabilities, reasonable, out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Lessor, its Affiliates and their respective successors and assigns, at any time and from time to time by reason or arising out of any breach by Lessee of any of the provisions of this Article VIII or any breach or violation by Lessee of any Legal Requirements, including any and all such claims, demands, liabilities, damages, costs and expenses relating to immaterial violations or breaches of the Legal requirements, except to the extent arising solely as a result of the gross negligence or willful misconduct of Lessor or its Affiliates. All such damages and reasonable out-of-pocket costs and expenses payable to Lessor under this Section 8.1 shall be due and payable by Lessee within thirty (30) days after delivery of written demand from Lessor, its Affiliates or their respective successors and assigns.

Compliance with Legal and Insurance Requirements. Subject to Article XII relating to permitted contests, Lessee, at its expense, shall (aa)(i) shall comply, comply in all material respects with all Legal Requirements and Insurance Requirements applicable to Lessee and the use, operation, maintenance, repair and restoration of the Facilities Facility and the Leased Property, whether or not compliance therewith shall require structural change in any of the Leased Improvements or interfere with the use and enjoyment of the Leased Property; Property and (ii) cure any and all violations of Legal Requirements relating to the Leased Property now or hereafter issued or noted, including any open or expired building permits and any fines or penalties associated with the foregoing, and (b) shall not use the Leased Property and Lessee’s Personal Property for any unlawful purpose; (c) shall procure, maintain and comply in all material respects with all material Licenses and any other licenses, certificates, certifications, consents, permits, governmental approvals, approvals and authorizations required under the Legal Requirements for any use of the Leased Property and Lessee’s Personal Property then being made, and for the proper erection, installation, operation and maintenance of the Leased Property or any part thereof, including, without limitation, any Capital Additions; and (d) shall use its commercially reasonable efforts to require under the Tenant Leases that all Tenants acquire and maintain all material Licenses necessary to operate any portion of the Leased Property subleased to them for any appropriate and permitted uses conducted on the Leased Property as may be permitted from time to time hereunder, it being acknowledged by Lessor that any failure by any Tenant under this clause (d) shall not cause (or be deemed to cause) a breach by Lessee of this Section 8.1 unless Lessee has so failed to use commercially reasonable efforts. Lessee’s use of the Leased Property, the use of all Lessee’s Personal Property used in connection with the Leased Property, and the maintenance, alteration, and operation of the same, and all parts thereof, shall at all times conform in all material respects to all Legal Requirements. Upon LessorXxxxxx’s request, Lessee Xxxxxx shall deliver to Lessor copies of all such Licenses that are currently held by Lessee or its Affiliates to the extent applicable to the Leased Propertyand other approvals and authorizations. Lessee shall indemnify and defend, at LesseeXxxxxx’s sole cost and expense, and hold Lessor, Lessor and its Affiliates and their respective successors and assigns harmless from and against and agrees to reimburse Lessor, Lessor and its Affiliates and their respective successors and assigns with respect to any and all claims, demands, actions, causes of action, losses, damages, liabilities, reasonable, out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Lessor, Xxxxxx and its Affiliates and their respective successors and assigns, at any time and from time to time by reason or arising out of any breach by Lessee Xxxxxx of any of the provisions of representations, warranties and covenants set forth in this Article VIII or any breach or violation by Lessee of any Legal Requirements, including any and all such claims, demands, liabilities, damages, costs and expenses relating to immaterial violations or breaches of the Legal requirements, except to the extent arising solely as a result of the gross negligence or willful misconduct of Lessor or its Affiliates. All such damages and reasonable out-of-pocket costs and expenses payable to Lessor under this Section 8.1 shall be due and payable by Lessee within thirty (30) days after delivery of written demand from Lessor, its Affiliates or their respective successors and assignsVIII.

Compliance with Legal and Insurance Requirements. Subject to Article XII relating to permitted contests, Lessee, at its expense, (a) shall comply, in all material respects comply with all Legal Requirements 31 and Insurance Requirements applicable to Lessee and the use, operation, maintenance, repair and restoration of the Facilities and the Leased PropertyProperty (including all applicable Legal Requirements relating to Provider Based Networks with respect to ACH Facilities and ACH Remote Facilities), whether or not compliance therewith shall require structural change in any of the Leased Improvements or interfere with the use and enjoyment of the Leased Property; (b) shall not use the Leased Property and Lessee’s 's Personal Property for any unlawful purpose; (c) shall procure, maintain and comply with all material Licenses and any other licenses, certificates, certifications, consents, permits, governmental approvals, approvals and authorizations required under the Legal Requirements for any use of the Leased Property and Lessee’s 's Personal Property then being made, made (including all applicable Legal Requirements relating to Provider Based Networks with respect to ACH Facilities and for the proper erection, installation, operation and maintenance of the Leased Property or any part thereof, including, without limitation, any Capital AdditionsACH Remote Facilities); and (d) shall use its commercially reasonable efforts to require under the Tenant Leases that cause all Tenants to acquire and maintain all material Licenses necessary licenses, certificates, permits, provider agreements and other authorizations and approvals, as well as all personal property needed to operate any portion of the Leased Property subleased to them for the Primary Intended Use and any appropriate and permitted other uses conducted on the Leased Property as may be permitted from time to time hereunder, it being acknowledged by Lessor that any failure by any Tenant under this clause (d) shall not cause (or be deemed to cause) a breach by Lessee of this Section 8.1 unless Lessee has so failed to use commercially reasonable efforts. Lessee’s use of the Leased Property, the use of all Lessee’s Personal Property used in connection with the Leased Property, and the maintenance, alteration, and operation of the same, and all parts thereof, shall at all times conform in all material respects to all Legal Requirements. Upon Lessor’s request, Lessee shall deliver to Lessor copies of all such Licenses that are currently held by Lessee or its Affiliates to the extent applicable to the Leased Property. Lessee shall indemnify and defend, at Lessee’s 's sole cost and expense, and hold Lessor, its Affiliates and their respective successors and assigns assigns, harmless from and against and agrees to reimburse Lessor, Lessor and its Affiliates and their respective successors and assigns with respect to any and all claims, demands, actions, causes of action, losses, damages, liabilities, reasonable, out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ ' fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Lessor, its Affiliates and their respective successors and assigns, at any time and from time to time by reason or arising out of any breach by Lessee of any of the provisions of this Article VIII or any breach or violation by Lessee of any Legal Requirements, including any and all such claims, demands, liabilities, damages, costs and expenses relating to immaterial violations or breaches of the Legal requirements, except to the extent arising solely as a result of the gross negligence or willful misconduct of Lessor or its Affiliates. All such damages and reasonable out-of-pocket costs and expenses payable to Lessor under this Section 8.1 shall be due and payable by Lessee within thirty (30) days after delivery of written demand from Lessor, its Affiliates or their respective successors and assigns.

Compliance with Legal and Insurance Requirements. Subject to Article XII relating to permitted contests, Lessee, at its expense, will promptly and will cause ASC to promptly (a) shall comply, in all material respects comply with all Legal Requirements and Insurance Requirements applicable to Lessee and the its use, operation, maintenance, repair and restoration of the Facilities and Leased Property (which, for purposes of this Section 8.1, shall include the Leased Propertyproperty of ASC for all periods until cessation of the Ambulatory Surgery Center business by ASC as provided in this Lease), whether or not compliance therewith shall require structural change in any of the Leased Improvements or interfere with the use and enjoyment of the Leased Property; , and (b) shall not use the Leased Property and Lessee’s Personal Property for any unlawful purpose; (c) shall procure, maintain and comply with all material Licenses and any other licenses, certificatescertificates of need, certificationsprovider agreements, consents, permits, governmental approvals, accreditations and other authorizations required under the Legal Requirements for any use of the Leased Property and Lessee’s 's Personal Property then being made, and for the proper erection, installation, operation and maintenance of the Leased Property or any part thereof, including, including without limitation, any Capital Additions; and (d) shall use its commercially reasonable efforts to require under the Tenant Leases that all Tenants acquire and maintain all material Licenses necessary to operate any portion of the Leased Property subleased to them for any appropriate and permitted uses conducted on the Leased Property as may be permitted from time to time hereunder, it being acknowledged by Lessor that any failure by any Tenant under this clause (d) shall not cause (or be deemed to cause) a breach by Lessee of this Section 8.1 unless Lessee has so failed to use commercially reasonable efforts. Lessee’s use of the Leased Property, the use of all Lessee’s Personal Property used in connection with the Leased Property, and the maintenance, alteration, and operation of the same, and all parts thereof, shall at all times conform in all material respects to all Legal Requirements. Upon Lessor’s 's request, Lessee shall deliver to Lessor copies of all such Licenses that are currently held by Lessee or its Affiliates to the extent applicable to the Leased Propertylicenses, certificates of need agreements and other authorizations. Lessee shall hereby agrees to indemnify and defend, at Lessee’s 's sole cost and expense, and hold Lessor, its Affiliates and their respective successors and assigns harmless from and against and agrees to reimburse Lessor, Lessor and its Affiliates and their respective successors and assigns with respect to any and all claims, demands, actions, causes of action, losses, damages, liabilities, reasonable, out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ ' fees and court costs) of any and every kind or and character, known or unknown, fixed or contingent, asserted against or incurred by Lessor, its Affiliates and their respective successors and assigns, at any time and from time to time by reason or arising out of any breach by Lessee of any of the provisions of this Article VIII or any breach or violation by Lessee of any Legal Requirements, including any representations and all such claims, demands, liabilities, damages, costs and expenses relating to immaterial violations or breaches of the Legal requirements, except to the extent arising solely as a result of the gross negligence or willful misconduct of Lessor or its Affiliates. All such damages and reasonable out-of-pocket costs and expenses payable to Lessor under warranties set forth in this Section 8.1 shall be due and payable by Lessee within thirty (30) days after delivery of written demand from Lessor, its Affiliates or their respective successors and assigns8.1.

Compliance with Legal and Insurance Requirements. Subject to Article XII relating to permitted conteststhe ------------------------------------------------ terms of the Improvement Agreement and the provisions of Sections 6, Lessee7, 16 and 17 hereof, Tenant at its expense, expense will promptly (a) shall comply, in all material respects comply with all Legal Requirements and Insurance Requirements applicable to Lessee arising from Tenant's use and the use, operation, maintenance, repair and restoration occupancy of the Facilities Property on or after the Commencement Date, and the Leased Property, whether or not compliance therewith shall require structural change in any of the Leased Improvements or interfere with the use and enjoyment of the Leased Property; (b) shall not use the Leased Property and Lessee’s Personal Property for any unlawful purpose; (c) shall procure, maintain and comply with all material Licenses and any other licenses, certificates, certifications, consents, permits, governmental approvalslicenses and other authorizations required for the use to which the Property will be put by Tenant on or after the Commencement Date. Notwithstanding the foregoing to the contrary, Landlord shall be required to bear, and authorizations required under the Legal Requirements for any use of the Leased Property and Lessee’s Personal Property then being madeto pay to Tenant promptly following written demand therefor, and for the proper erection, installation, operation and maintenance of the Leased Property or any part thereof, including, without limitation, any Capital Additions; and (d) shall use its commercially reasonable efforts to require under the Tenant Leases that all Tenants acquire and maintain all material Licenses necessary to operate any portion of the Leased Property subleased to them for cost of any appropriate and permitted uses conducted on the Leased Property as may capital improvements which must be permitted from time to time hereunder, it being acknowledged made by Lessor that any failure by any Tenant under this clause (d) shall not cause (or be deemed to cause) a breach by Lessee of this Section 8.1 unless Lessee has so failed to use commercially reasonable efforts. Lessee’s use of the Leased Property, the use of all Lessee’s Personal Property used in connection with the Leased Property, and the maintenance, alteration, and operation of the same, and all parts thereof, shall at all times conform in all material respects to all Legal Requirements. Upon Lessor’s request, Lessee shall deliver to Lessor copies of all such Licenses that are currently held by Lessee or its Affiliates to the extent applicable to the Leased Property. Lessee shall indemnify and defend, at Lessee’s sole cost and expense, and hold Lessor, its Affiliates and their respective successors and assigns harmless from and against and agrees to reimburse Lessor, its Affiliates and their respective successors and assigns with respect to any and all claims, demands, actions, causes of action, losses, damages, liabilities, reasonable, out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Lessor, its Affiliates and their respective successors and assigns, at any time and from time to time by reason or arising out of any breach by Lessee of any of Property under the provisions of this Article VIII or any breach or violation by Lessee of any Legal RequirementsSection 15 as follows, including any and all if such claims, demands, liabilities, damages, costs and expenses relating to immaterial violations or breaches of the Legal requirements, except to the extent arising capital improvement item shall not be necessary solely as a result of Tenant's particular use (other than general office use) of the gross negligence or willful misconduct Property. The cost of Lessor or its Affiliates. All any such damages and reasonable out-of-pocket costs and expenses payable to Lessor under this Section 8.1 improvement item shall be due prorated over its reasonably estimated useful life, and payable the portion that is attributable to the period of time after expiration of the Lease Term (excluding extensions thereof unless Tenant shall have previously exercised its extension option pursuant to Section 36 hereof) shall be borne by Lessee within thirty (30) days after delivery of Landlord and paid to Tenant promptly following Tenant's written demand from Lessortherefor. Prior to incurring any such cost for any capital item, its Affiliates or their respective successors Tenant shall deliver written notice to Landlord that Tenant is considering incurring such capital cost, and assignsTenant shall consult with Landlord before incurring such cost. The foregoing sentence is a requirement that Tenant consult with Landlord only, and shall not be understood to provide Landlord with any approval right over Tenant's incurring any such capital cost.

Compliance with Legal and Insurance Requirements. Instruments, etc Subject to Article XII relating to regarding permitted contests, Lessee, at ---------------- its expense, shall promptly (ai) shall comply, in all material respects comply with all Legal Requirements and Insurance Requirements applicable to Lessee and regarding the use, operation, maintenance, repair and restoration of the Facilities and the Leased Property, Lessee's Personal Property and all Capital Additions whether or not compliance therewith shall may require structural change changes in any of the Leased Improvements or any Capital Additions or interfere with the use and enjoyment of the Leased Property; (b) shall not use the Leased Property and Lessee’s Personal Property for any unlawful purpose; (cii) shall procure, maintain and comply with all material Licenses and any other licenses, certificates, certifications, consents, permits, governmental approvalscertificates of need, and other authorizations required under for the Legal Requirements for any use of the Leased Property, Lessee's Personal Property and all Capital Additions for the Primary Intended Use and any other use of the Leased Property, Lessee’s 's Personal Property and all Capital Additions then being made, and for the proper erection, installation, operation and maintenance of the Leased Property, Lessee's Personal Property or any part thereof, including, without limitation, any and all Capital Additions; and (d) . Lessor may, but shall use its commercially reasonable efforts to require under the Tenant Leases that all Tenants acquire and maintain all material Licenses necessary to operate any portion of not be obligated to, enter upon the Leased Property subleased and all Capital Additions and take such actions and incur such costs and expenses to them for any appropriate and permitted uses conducted on effect such compliance as it deems advisable to protect its interest in the Leased Property as may be permitted from time to time hereunderand all Capital Additions, it being acknowledged and Lessee shall reimburse Lessor for all reasonable costs and expenses incurred by Lessor in connection with such actions; provided, however, that any failure by any Tenant under this clause (d) Lessor shall not cause (or be deemed take any such actions if and for so long as Lessee is pursuing a permitted contest in accordance with and pursuant to cause) a breach by the terms of Article XII. Lessee of this Section 8.1 unless Lessee has so failed to use commercially reasonable efforts. Lessee’s use of covenants and agrees that the Leased Property, the use of all Lessee’s 's Personal Property used in connection with the Leased Property, and the maintenance, alteration, and operation of the same, and all parts thereof, Capital Additions shall at all times conform in all material respects to all Legal Requirements. Upon Lessor’s request, Lessee shall deliver to Lessor copies of all such Licenses that are currently held by Lessee or its Affiliates to the extent applicable to the Leased Property. Lessee shall indemnify and defend, at Lessee’s sole cost and expense, and hold Lessor, its Affiliates and their respective successors and assigns harmless from and against and agrees to reimburse Lessor, its Affiliates and their respective successors and assigns with respect to not be used for any and all claims, demands, actions, causes of action, losses, damages, liabilities, reasonable, out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Lessor, its Affiliates and their respective successors and assigns, at any time and from time to time by reason or arising out of any breach by Lessee of any of the provisions of this Article VIII or any breach or violation by Lessee of any Legal Requirements, including any and all such claims, demands, liabilities, damages, costs and expenses relating to immaterial violations or breaches of the Legal requirements, except to the extent arising solely as a result of the gross negligence or willful misconduct of Lessor or its Affiliates. All such damages and reasonable out-of-pocket costs and expenses payable to Lessor under this Section 8.1 shall be due and payable by Lessee within thirty (30) days after delivery of written demand from Lessor, its Affiliates or their respective successors and assignsunlawful purpose.

Compliance with Legal and Insurance Requirements. Subject 9.01. Tenant and Landlord shall give prompt notice to Article XII relating the other of any notice it receives of the violation of any Legal Requirements or Insurance Requirements with respect to permitted contests, Lesseethe Premises or the use or occupation thereof. Tenant shall, at its Tenant's expense, (a) shall comply, in all material respects comply with all Legal Requirements and Insurance Requirements applicable to Lessee and the usewhich shall, operation, maintenance, repair and restoration in respect of the Facilities and the Leased Property, whether Premises or not compliance therewith shall require structural change in any of the Leased Improvements or interfere with the use and enjoyment occupation thereof, or the abatement of any nuisance in, on or about the Premises, impose any violation, order or duty on Landlord or Tenant, arising from (a) Tenant's use of the Leased Property; Premises, (b) shall not use the Leased Property and Lessee’s Personal Property for any unlawful purpose; manner of conduct of Tenant's business or operation of its installations, equipment or other property therein, (c) shall procureany cause or condition created by or at the instance of Tenant, maintain and comply with all material Licenses and any other licenses, certificates, certifications, consents, permits, governmental approvals, and authorizations required under the Legal Requirements for any use of the Leased Property and Lessee’s Personal Property then being made, and for the proper erection, installation, operation and maintenance of the Leased Property or any part thereof, including, without limitation, any Capital Additions; and (d) breach of any of Tenant's obligations hereunder, and Tenant shall use its commercially reasonable efforts to require under pay all the Tenant Leases that all Tenants acquire costs, expenses, fines, penalties and maintain all material Licenses necessary to operate any portion of the Leased Property subleased to them for any appropriate and permitted uses conducted on the Leased Property as damages which may be permitted from time to time hereunder, it being acknowledged by imposed upon Landlord or any Superior Lessor that any failure by any Tenant under this clause (d) shall not cause (or be deemed to cause) a breach by Lessee of this Section 8.1 unless Lessee has so failed to use commercially reasonable efforts. Lessee’s use of the Leased Property, the use of all Lessee’s Personal Property used in connection with the Leased Property, and the maintenance, alteration, and operation of the same, and all parts thereof, shall at all times conform in all material respects to all Legal Requirements. Upon Lessor’s request, Lessee shall deliver to Lessor copies of all such Licenses that are currently held by Lessee or its Affiliates to the extent applicable to the Leased Property. Lessee shall indemnify and defend, at Lessee’s sole cost and expense, and hold Lessor, its Affiliates and their respective successors and assigns harmless from and against and agrees to reimburse Lessor, its Affiliates and their respective successors and assigns with respect to any and all claims, demands, actions, causes of action, losses, damages, liabilities, reasonable, out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Lessor, its Affiliates and their respective successors and assigns, at any time and from time to time Superior Mortgagee by reason of or arising out of any breach by Lessee of any of Tenant's failure to fully and promptly comply with and observe the provisions of this Article VIII Section. However, Tenant need not comply with any such Legal Requirements and Insurance Requirements so long as Tenant is contesting the validity thereof, or any breach or violation by Lessee of any Legal Requirements, including any and all such claims, demands, liabilities, damages, costs and expenses relating to immaterial violations or breaches of the Legal requirements, except applicability thereof to the extent arising solely Premises, in accordance with Section 9.02. Subject to the provisions of Section 9.03, Landlord, at its expense, shall comply with all other Legal Requirements and Insurance Requirements as a result of shall affect the gross negligence or willful misconduct of Lessor or its Affiliates. All such damages and reasonable out-of-pocket costs and expenses payable to Lessor under this Section 8.1 Premises, but may similarly defer compliance so long as Landlord shall be due and payable by Lessee within thirty (30) days after delivery of written demand from Lessor, its Affiliates contesting the validity or their respective successors and assignsapplicability thereof.

Compliance with Legal and Insurance Requirements. Instruments, etc ------------------------------------------------------------------------ . Subject to Article XII relating to regarding permitted contests, Lessee, at its expense, shall promptly (ai) shall comply, in all material respects comply with all Legal Requirements and Insurance Requirements applicable to Lessee and regarding the use, operation, maintenance, repair and restoration of the Facilities and the Leased Property, Lessee's Personal Property and all Capital Additions whether or not compliance therewith shall may require structural change changes in any of the Leased Improvements or Capital Additions thereto or interfere with the use and enjoyment of the Leased Property; (b) shall not use the Leased Property and Lessee’s Personal Property for any unlawful purpose; (cii) shall procure, maintain and comply with all material Licenses and any other licenses, certificatescertificates of need, certificationsprovider agreements (but only to the extent Lessee, consentsin its prudent business judgment, permitselects to participate in the Medicare, governmental approvals, Medicaid or other third party payor programs) and other authorizations required under for the Legal Requirements for any use of the Leased Property, Lessee's Personal Property and all Capital Additions for the applicable Primary Intended Use and any other use of the Leased Property, Lessee’s 's Personal Property and all Capital Additions then being made, and for the proper erection, installation, operation and maintenance of the Leased Property, Lessee's Personal Property or any part thereof, including, without limitation, any and all Capital Additions; and (d) shall use its commercially reasonable efforts to require under . In an emergency or in the Tenant Leases that all Tenants acquire and maintain all material Licenses necessary to operate any portion event of the Leased Property subleased to them for any appropriate and permitted uses conducted on the Leased Property as may be permitted from time to time hereunder, it being acknowledged by Lessor that any failure by any Tenant under this clause (d) shall not cause (or be deemed to cause) a breach by Lessee of this Section 8.1 unless its obligations hereunder which is not cured within any applicable cure period, Lessor may, but shall not be obligated to, enter upon the Leased Property and all Capital Additions thereto and take such actions and incur such costs and expenses to effect such compliance as it deems advisable to protect its interest in the Leased Property and Capital Additions thereto, and Lessee has so failed to use commercially reasonable effortsshall reimburse Lessor for all costs and expenses incurred by Lessor in connection with such actions. Lessee’s use of Lessee covenants and agrees that the Leased Property, the use of all Lessee’s 's Personal Property used in connection with the Leased Property, and the maintenance, alteration, and operation of the same, and all parts thereof, Capital Additions shall at all times conform in all material respects to all Legal Requirementsnot be used for any unlawful purpose. Upon Lessor’s request, Lessee shall deliver to Lessor copies of all such Licenses that are currently held by Lessee or its Affiliates to the extent applicable to the Leased PropertyARTICLE IX. Lessee shall indemnify and defend, at Lessee’s sole cost and expense, and hold Lessor, its Affiliates and their respective successors and assigns harmless from and against and agrees to reimburse Lessor, its Affiliates and their respective successors and assigns with respect to any and all claims, demands, actions, causes of action, losses, damages, liabilities, reasonable, out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Lessor, its Affiliates and their respective successors and assigns, at any time and from time to time by reason or arising out of any breach by Lessee of any of the provisions of this Article VIII or any breach or violation by Lessee of any Legal Requirements, including any and all such claims, demands, liabilities, damages, costs and expenses relating to immaterial violations or breaches of the Legal requirements, except to the extent arising solely as a result of the gross negligence or willful misconduct of Lessor or its Affiliates. All such damages and reasonable out-of-pocket costs and expenses payable to Lessor under this Section 8.1 shall be due and payable by Lessee within thirty (30) days after delivery of written demand from Lessor, its Affiliates or their respective successors and assigns.9.1

Compliance with Legal and Insurance Requirements. Subject to Article XII relating to permitted contests, Lessee, at its expense, (a) shall comply, comply in all material respects with all Legal Requirements and Insurance Requirements applicable to Lessee and the use, operation, maintenance, repair and restoration of the Facilities and the Leased Property, whether or not compliance therewith shall require structural change in any of the Leased Improvements or interfere with the use and enjoyment of the Leased Property; (b) shall not use the Leased Property and Lessee’s Personal Property for any unlawful purpose; (c) shall procure, maintain and comply in all material respects with all material Licenses and any other licenses, certificates, certifications, consents, permits, governmental approvals, approvals and authorizations required under the Legal Requirements for any use of the Leased Property and Lessee’s Personal Property then being made, and for the proper erection, installation, operation and maintenance of the Leased Property or any part thereof, including, without limitation, any Capital Additions; and (d) shall use its commercially reasonable efforts to require consistent with its rights under the Tenant Leases that to cause all Tenants to acquire and maintain all material Licenses licenses, certificates, permits, provider agreements and other authorizations and approvals necessary to operate in its customary manner any portion of the Leased Property subleased to them for the Primary Intended Uses and any appropriate and permitted other uses conducted on the Leased Property as may be permitted from time to time hereunder, it being acknowledged by Lessor that any failure by any Tenant under this clause (d) shall not cause (or be deemed to cause) a breach by Lessee of this Section 8.1 unless Lessee has so failed to use commercially reasonable efforts. Lessee’s use of the Leased Property, the use of all Lessee’s Personal Property used in connection with the Leased Property, and the maintenance, alteration, and operation of the same, and all parts thereof, shall at all times conform in all material respects to all Legal Requirements. Upon Lessor’s request, Lessee shall deliver to Lessor copies of all such Licenses that are currently held by Lessee or its Affiliates to the extent applicable to the Leased Propertyand other approvals and authorizations. Lessee shall indemnify and defend, at Lessee’s sole cost and expense, and hold Lessor, its Affiliates MPT Real Estate Owner and their respective successors and assigns harmless from and against and agrees to reimburse Lessor, its Affiliates MPT Real Estate Owner and their respective successors and assigns with respect to any and all claims, demands, actions, causes of action, losses, damages, liabilities, reasonable, out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Lessor, its Affiliates MPT Real Estate Owner and their respective successors and assigns, at any time and from time to time by reason or arising out of any breach by Lessee of any of the provisions of this Article VIII or any breach or violation by Lessee of any Legal Requirements, including any and all such claims, demands, liabilities, damages, costs and expenses relating to immaterial violations or breaches of the Legal requirementsthis Section 8.1, except to the extent arising solely as a result of the gross negligence or willful misconduct of Lessor or its Affiliates. All such damages and reasonable out-of-pocket costs and expenses payable to Lessor under this Section 8.1 shall be due and payable by Lessee within thirty (30) days after delivery of written demand from Lessor, its Affiliates or their respective successors and assignsMPT Real Estate Owner.

Compliance with Legal and Insurance Requirements. Subject to Article XII VIII relating to permitted contests, LesseeBorrower, at its expense, (a) shall comply, in all material respects with all Legal Requirements and Insurance Requirements applicable to Lessee Borrower and the use, operation, maintenance, repair and restoration of the Facilities and the Leased Real Property, whether or not compliance therewith shall require structural change in any of the Leased Improvements or interfere with the use and enjoyment of the Leased Real Property; (b) shall not use the Leased Real Property and LesseeBorrower’s Personal Property for any unlawful purpose; (c) shall procure, maintain and comply with all material Licenses and any other licenses, certificates, certifications, consents, permits, governmental approvals, and authorizations required under the Legal Requirements for any use of the Leased Real Property and LesseeBorrower’s Personal Property then being made, and for the proper erection, installation, operation and maintenance of the Leased Real Property or any part thereof, including, without limitation, any Capital Additions; and (d) shall use its commercially reasonable efforts to require under the Tenant Leases that all Tenants acquire and maintain all material Licenses necessary to operate any portion of the Leased Real Property subleased to them for any appropriate and permitted uses conducted on the Leased Real Property as may be permitted from time to time hereunder, it being acknowledged by Lessor Lender that any failure by any Tenant under this clause (d) shall not cause (or be deemed to cause) a breach by Lessee Borrower of this Section 8.1 5.1 unless Lessee Borrower has so failed to use commercially reasonable efforts. LesseeBorrower’s use of the Leased Real Property, the use of all LesseeBorrower’s Personal Property used in connection with the Leased Real Property, and the maintenance, alteration, and operation of the same, and all parts thereof, shall at all times conform in all material respects to all Legal Requirements. Upon LessorLender’s request, Lessee Borrower shall deliver to Lessor Lender copies of all such Licenses that are currently held by Lessee Borrower or its Affiliates to the extent applicable to the Leased Real Property. Lessee Borrower shall indemnify and defend, at LesseeBorrower’s sole cost and expense, and hold LessorLender, its Affiliates and their respective successors and assigns harmless from and against and agrees to reimburse LessorLender, its Affiliates and their respective successors and assigns with respect to any and all claims, demands, actions, causes of action, losses, damages, liabilities, reasonable, out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by LessorLender, its Affiliates and their respective successors and assigns, at any time and from time to time by reason or arising out of any breach by Lessee Borrower of any of the provisions of this Article VIII V or any breach or violation by Lessee Borrower of any Legal Requirements, including any and all such claims, demands, liabilities, damages, costs and expenses relating to immaterial violations or breaches of the Legal requirementsRequirements, except to the extent arising solely as a result of the gross negligence or willful misconduct of Lessor Lender or its Affiliates. All such damages and reasonable out-of-pocket costs and expenses payable to Lessor Lender under this Section 8.1 5.1 shall be due and payable by Lessee Borrower within thirty (30) days after delivery of written demand from LessorLender, its Affiliates or their respective successors and assigns.

Compliance with Legal and Insurance Requirements. Subject to Article XII relating to permitted contests, Lessee, at its expense, (a) shall comply, comply in all material respects with all Legal Requirements and Insurance Requirements applicable to Lessee and the use, operation, maintenance, repair and restoration of the Facilities and the Leased Property, whether or not compliance therewith shall require structural change in any of the Leased Improvements or interfere with the use and enjoyment of the Leased Property; (b) shall not use the Leased Property and Lessee’s Personal Property for any unlawful purpose; (c) shall procure, maintain and comply in all material respects with all material Licenses and any other licenses, certificates, certifications, consents, permits, governmental approvals, approvals and authorizations required under the Legal Requirements for any use of the Leased Property and Lessee’s Personal Property then being made, and for the proper erection, installation, operation and maintenance of the Leased Property or any part thereof, including, without limitation, any Capital Additions; and (d) shall use its commercially reasonable efforts to require consistent with its rights under the Tenant Leases that to cause all Tenants to acquire and maintain all material Licenses licenses, certificates, permits, provider agreements and other authorizations and approvals necessary to operate in its customary manner any portion of the Leased Property subleased to them for the Primary Intended Uses and any appropriate and permitted other uses conducted on the Leased Property as may be permitted from time to time hereunder, it being acknowledged by Lessor that any failure by any Tenant under this clause (d) shall not cause (or be deemed to cause) a breach by Lessee of this Section 8.1 unless Lessee has so failed to use commercially reasonable efforts. Lessee’s use of the Leased Property, the use of all Lessee’s Personal Property used in connection with the Leased Property, and the maintenance, alteration, and operation of the same, and all parts thereof, shall at all times conform in all material respects to all Legal Requirements. Upon Lessor’s request, Lessee shall deliver to Lessor copies of all such Licenses that are currently held by Lessee or its Affiliates to the extent applicable to the Leased Propertyand other approvals and authorizations. Lessee shall indemnify and defend, at Lessee’s sole cost and expense, and hold Lessor, its Affiliates and their respective successors and assigns harmless from and against and agrees to reimburse Lessor, its Affiliates and their respective successors and assigns with respect to any and all claims, demands, actions, causes of action, losses, damages, liabilities, reasonable, out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Lessor, its Affiliates and their respective successors and assigns, at any time and from time to time by reason or arising out of any breach by Lessee of any of the provisions of this Article VIII or any breach or violation by Lessee of any Legal Requirements, including any and all such claims, demands, liabilities, damages, costs and expenses relating to immaterial violations or breaches of the Legal requirementsthis Section 8.1, except to the extent arising solely as a result of the gross negligence or willful misconduct of Lessor or its Affiliates. All such damages and reasonable out-of-pocket costs and expenses payable to Lessor under this Section 8.1 shall be due and payable by Lessee within thirty (30) days after delivery of written demand from Lessor, its Affiliates or their respective successors and assigns.

Compliance with Legal and Insurance Requirements. Subject to Article XII relating to permitted contests, Lessee, at its expense, (a) shall comply, in all material respects comply with all Legal Requirements and Insurance Requirements applicable to Lessee and the use, operation, maintenance, repair and restoration of the Facilities and the Leased Property, whether or not compliance therewith shall require structural change in any of the Leased Improvements or interfere with the use and enjoyment of the Leased Property; (b) shall not use the Leased Property and Lessee’s Personal Property for any unlawful purpose; (c) shall procure, maintain and comply with all material Licenses and any other licenses, certificates, certifications, consents, permits, governmental approvals, approvals and authorizations required under the Legal Requirements for any use of the Leased Property and Lessee’s Personal Property then being made, and for the proper erection, installation, operation and maintenance of the Leased Property or any part thereof, including, without limitation, any Capital Additions; and (d) shall use its commercially reasonable efforts to require consistent with their rights under the Tenant Leases that to cause all Tenants to acquire and maintain all material Licenses necessary licenses, certificates, permits, provider agreements and other authorizations and approvals needed to operate in their customary manner any portion of the Leased Property subleased to them for the Primary Intended Uses and any appropriate and permitted other uses conducted on the Leased Property as may be permitted from time to time hereunder, ; it being acknowledged by Lessor that any failure by any Tenant under this clause (d) shall not cause (or be deemed to cause) a breach by the Lessee of this Section 8.1 unless Lessee has so failed to use commercially reasonable efforts. Lessee’s use of the Leased Property, the use of all Lessee’s Personal Property used in connection with the Leased Property, and the maintenance, alteration, and operation of the same, and all parts thereof, shall at all times conform in all material respects to all Legal Requirements. Upon Lessor’s request, Lessee shall deliver to Lessor copies of all such Licenses that are currently held by Lessee or its Affiliates to the extent applicable to the Leased Propertyand other approvals and authorizations. Lessee shall indemnify and defend, at Lessee’s sole cost and expense, and hold Lessor, Lessor and its Affiliates and their respective successors and assigns harmless from and against and agrees to reimburse Lessor, Lessor and its Affiliates and their respective successors and assigns with respect to any and all claims, demands, actions, causes of action, losses, damages, liabilities, reasonable, out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Lessor, Lessor and its Affiliates and their respective successors and assigns, at any time and from time to time by reason or arising out of any breach by Lessee of any of the provisions of this Article VIII or any breach or violation by Lessee of any Legal Requirements, including other than any and all such claims, demands, liabilities, damages, costs and expenses relating to immaterial violations or breaches of the Legal requirements, except to the extent matters arising solely as a result of the gross negligence or willful misconduct of Lessor (or its Affiliates. All such damages and reasonable out-of-pocket costs and expenses payable to Lessor under this Section 8.1 shall be due and payable by Lessee within thirty (30) days after delivery of written demand from Lessor, its Affiliates successors or their respective successors and assigns).