Common use of Lease Documents Clause in Contracts

Lease Documents. The Lease Documents listed on the Lease Documents Schedule (i) contain all material obligations of (x) the Tenants or any other parties to the Subsidiaries with respect to the transactions contemplated by the Leases and (y) the Subsidiaries to the Tenants or any other parties with respect to the transactions contemplated by the Leases and (ii) create all of the Encumbrances held by the Subsidiaries to secure the obligations of the Tenants under the Leases; PROVIDED, HOWEVER, that the Lease Documents Schedule does not include a list of all of the Financing Statements included within the definition of Lease Documents. To the best of the Meditrust Parties' knowledge, except as set forth on EXHIBIT YY-3 attached hereto, the Subsidiaries have not entered into any express written agreement waiving, in any material respect, any material obligation of any Tenant or any Guarantor under any of the Lease Documents that would pertain to any period from and after the date hereof. To the best of the Meditrust Parties' knowledge, none of the Subsidiaries is in default under any of the Lease Documents in any material respect. The Lease Documents listed on the Lease Documents Schedule have not been modified or amended, by written or express verbal agreement, except as expressly set forth on the Lease Documents Schedule. True and correct copies of the Lease Documents will be made available to the Purchaser for its review during the entire Study Period and thereafter until the Closing Date. No Rent (including, without limitation, Additional Rent) under any of the Leases has been paid in advance other than as set forth on EXHIBIT YY-2 attached hereto. Except as disclosed in the Lease Documents identified in the Lease Document Schedule or as set forth on EXHIBIT YY-3, none of the Tenants have been given any free rent, partial rent, rebates, rent abatements or rent concessions of any kind (including, without limitation, any waiver of any such Tenant's agreement to fulfill its payment obligations under its Lease) that would pertain to any period from and after the Closing Date. The rent due and payable per annum currently payable under the Leases and the formula for computing Additional Rent thereunder is set forth on EXHIBIT YY-1 attached hereto. The Subsidiaries are the only Meditrust Entities that are parties to, are bound by or hold any interest in any of the Lease Documents.

Lease Documents. The Lease Documents listed on (a) No Obligor may without the Lease Documents Schedule consent of the Majority Lenders: (i) contain all material obligations enter into any Agreement for Lease; (ii) (other than under an Agreement for Lease existing as at the date of this Agreement) grant or agree to grant any new Occupational Lease; (iii) grant, or enter into, any renewal Occupational Lease, except if an Obligor is required to grant such renewal lease in accordance with the terms of the relevant Existing Lease; (iv) agree to any amendment, supplement, extension, waiver, surrender or release in respect of any Lease Document or do, permit or omit to do anything that might have such effect; (v) exercise any right to break, determine or extend any Lease Document; (vi) forfeit or irritate or commence any forfeiture or irritancy proceedings in respect of any Lease Document; (vii) grant any licence or right to use or occupy any part of a Property, in each case except as permitted by the Existing Leases; (viii) consent to any sublease or assignment or assignation of any tenant’s interest under any Lease Document provided that the consent of the Majority Lenders is not to be withheld or delayed to the extent that to do so would require any Obligor unlawfully to withhold or delay the giving of any consent; (ix) consent to the grant of any licence or right to use or occupy any part of a Property by the tenant under a Lease Document, in each case except as permitted by the Existing Leases; (x) agree to any change of use under, or (except where required to do so under the Tenants terms of the relevant Lease Document) rent review in respect of, any Lease Document; or (xi) serve any notice on any former tenant under any Lease Document (or on any guarantor of that former tenant) which would entitle it to a new lease or tenancy; (xii) serve any notice on any former tenant under any Lease Document under section 17(2) of the Landlord and Tenant (Covenants) ▇▇▇ ▇▇▇▇ or on any guarantor of any such former tenant under section 17(3) of that Act; (xiii) undertake (whether by itself or through contractors) any alterations (whether structural or non-structural), redevelopment, refurbishment or any other parties works in respect of any part of a Property, except such works (other than the Proposed Developments) that an Obligor or a Tenant is obligated to undertake under a Lease Document, in which case an Obligor must give prior written notice to the Subsidiaries with respect Agent; (xiv) consent to the transactions contemplated a Tenant (whether by the Leases and itself or through contractors) undertaking any alterations (y) the Subsidiaries to the Tenants whether structural or non-structural), redevelopment, refurbishment or any other parties with works in respect of any part of a Property provided that (except in the case of the Proposed Developments) the consent of the Majority Lenders is not to be withheld or delayed to the transactions contemplated by extent that to do so would require any Obligor unlawfully to withhold or delay the Leases and giving of any consent; or (xv) commence, or enter into, any dispute resolution proceeding in respect of any Lease Document (except for any such proceeding existing as at the date of this agreement). (b) Each Obligor must: (i) diligently collect or procure to be collected all Rental Income; (ii) create all exercise its rights in relation to the Properties (including in relation to Healthcare Requirements) and comply with its obligations under each Lease Document (including in relation to Healthcare Requirements) except where such rights or obligations are immaterial or are subject in the case of any Landlord Discretions to obtaining consent pursuant to Clause 24.11 (Landlord Discretions); and (iii) use its reasonable endeavours to ensure that each Tenant complies with its obligations under each Lease Document (excluding in relation to Healthcare Requirements but without prejudice to paragraph (ii) above) (in each case, having regard to the Encumbrances held by availability of any amounts reserved pursuant to the Subsidiaries to secure terms of this Agreement for the obligations remedy of the Tenants under the Leases; PROVIDED, HOWEVER, that the Lease Documents Schedule does not include a list of all of the Financing Statements included within the definition of Lease Documents. To the best of the Meditrust Parties' knowledgeany non-compliance with such obligations), except as set forth on EXHIBIT YY-3 attached hereto, the Subsidiaries have not entered into any express written agreement waivingwhere such obligations are immaterial, in a proper and timely manner. (c) Any Lease Prepayment Proceeds must be paid into the Rental Income Account for application in accordance with Clause ‎18.3 (Rental Income Account). (d) Each Obligor must supply to the Agent each Lease Document a true copy of each amendment, supplement or extension to a Lease Document and a true copy of each document recording any rent review in respect of a Lease Document promptly upon entering into the same. (e) Each Obligor must as soon as reasonably practicable (and in any event no more than 3 Business Days) after the receipt by each Obligor of any correspondence or notices: (i) of a claim by a tenant under any Lease Document; (ii) taking steps or threatening to take steps to terminate any Lease Document; or (iii) in respect of any material respect, any material obligation breach of any Tenant or any Guarantor under any of the Lease Documents that would pertain to any period from and after the date hereof. To the best of the Meditrust Parties' knowledgeDocument, none of the Subsidiaries is in default under any of the Lease Documents in any material respect. The Lease Documents listed on the Lease Documents Schedule have not been modified or amended, by written or express verbal agreement, except as expressly set forth on the Lease Documents Schedule. True and correct copies of the Lease Documents will be made available deliver a copy to the Purchaser for its review during the entire Study Period and thereafter until the Closing Date. No Rent (including, without limitation, Additional Rent) under any of the Leases has been paid in advance other than as set forth on EXHIBIT YY-2 attached hereto. Except as disclosed in the Lease Documents identified in the Lease Document Schedule or as set forth on EXHIBIT YY-3, none of the Tenants have been given any free rent, partial rent, rebates, rent abatements or rent concessions of any kind (including, without limitation, any waiver of any such Tenant's agreement to fulfill its payment obligations under its Lease) that would pertain to any period from and after the Closing Date. The rent due and payable per annum currently payable under the Leases and the formula for computing Additional Rent thereunder is set forth on EXHIBIT YY-1 attached hereto. The Subsidiaries are the only Meditrust Entities that are parties to, are bound by or hold any interest in any of the Lease DocumentsAgent.

Lease Documents. (a) The Lease Documents listed on Borrower shall not, without the Lease Documents Schedule prior written consent of the Agent and the Banks: (i) contain all material obligations of cancel, amend, supplement, modify or terminate any Lease Document (xexcept as provided in such Lease Documents) or the Tenants Guaranty or any other parties to release the Subsidiaries with respect to Guarantor or the transactions contemplated by the Leases and (y) the Subsidiaries to the Tenants or any other parties with respect to the transactions contemplated by the Leases and Lessee; (ii) create all of the Encumbrances held by the Subsidiaries to secure the obligations of the Tenants under the Leases; PROVIDEDsell, HOWEVERassign, that the Lease Documents Schedule does not include a list of all of the Financing Statements included within the definition of Lease Documents. To the best of the Meditrust Parties' knowledge, except as set forth on EXHIBIT YY-3 attached hereto, the Subsidiaries have not entered into any express written agreement waiving, in any material respect, any material obligation of any Tenant transfer or any Guarantor under any of the Lease Documents that would pertain to any period from and after the date hereof. To the best of the Meditrust Parties' knowledge, none of the Subsidiaries is in default under any of the Lease Documents in any material respect. The Lease Documents listed on the Lease Documents Schedule have not been modified or amended, by written or express verbal agreement, except as expressly set forth on the Lease Documents Schedule. True and correct copies of the Lease Documents will be made available encumber (other than pursuant to the Purchaser for Security Documents), or otherwise dispose of (by operation of law or otherwise) any part of its review during the entire Study Period and thereafter until the Closing Date. No Rent (including, without limitation, Additional Rent) under any of the Leases has been paid in advance other than as set forth on EXHIBIT YY-2 attached hereto. Except as disclosed interest in the Lease Documents identified in or the Guaranty; (iii) waive any default under or breach of any Lease Document Schedule or as set forth on EXHIBIT YY-3the Guaranty or waive, none fail to enforce, forgive or release any right, interest or entitlement, howsoever arising, under or in respect of any Lease Document or the Guaranty or vary or agree to the variation in any way of any provision of any Lease Document or the Guaranty or of the Tenants have been given any free rent, partial rent, rebates, rent abatements or rent concessions performance of any kind (includingobligation by any other Person under any Lease Document or the Guaranty, including without limitation, any waiver default or breach under Section 5.1 of the Agreement for Facilities Lease; (iv) petition, request or take any such Tenant's agreement other legal or administrative action that seeks, or may reasonably be expected, to fulfill its payment obligations rescind, terminate or suspend any Lease Document or the Guaranty or amend, supplement, or modify all or any part thereof; (1) exercise any rights under its Section 13.2 or 13.4 of the Ground Lease and the Facilities Lease or Section 8.2 of the Agreement for Facilities Lease or the Agreement for Ground Lease, (2) that would pertain to waive any period from and after the Closing Date. The rent due and payable per annum currently payable condition precedent under the Leases and Ground Lease, the formula Facilities Lease, the Agreement for computing Additional Rent thereunder is set forth on EXHIBIT YY-1 attached hereto. The Subsidiaries are Ground Lease or the only Meditrust Entities that are parties toAgreement for Facilities Lease, are bound by or hold (3) give any interest in any consent under Section 11.8 of the Agreement for Facilities Lease Documentsor the Agreement for Ground Lease, under Section 11.2 or 19.14 of the Facilities Lease, or under Section 11.2 or 18.14 of the Ground Lease, or (4) take any action under Sections 11.3, 11.5 or 19.13 of the Facilities Lease or Section 18.13 of the Ground Lease.

Lease Documents. The Lease Documents listed on A complete copy of the Lease Documents Schedule Lease, along with the Guaranty (iif any). Purchaser shall promptly deliver to Seller written acknowledgement of Purchaser's receipt of each Due Diligence Item. Within three (3) contain all material obligations days after the date of this Agreement, Purchaser shall notify Seller in writing in the event that Purchaser has not yet received any Due Diligence Item (x) the Tenants or which notice shall specify any other parties Due Diligence Item not yet received); otherwise, Purchaser shall be deemed to the Subsidiaries with respect to the transactions contemplated by the Leases and (y) the Subsidiaries to the Tenants or any other parties with respect to the transactions contemplated by the Leases and (ii) create have received all of the Encumbrances held by the Subsidiaries to secure the obligations of the Tenants under the Leases; PROVIDED, HOWEVER, that the Lease Documents Schedule does not include a list of all of the Financing Statements included within the definition of Lease DocumentsDue Diligence Items. To the best of the Meditrust Parties' knowledgePurchaser acknowledges and agrees that, except as set forth on EXHIBIT YY-3 attached heretofor such items which are in the public records, the Subsidiaries Due Diligence Items are proprietary and confidential in nature and have not entered into any express written agreement waiving, in any material respect, any material obligation of any Tenant or any Guarantor under any of the Lease Documents that would pertain to any period from and after the date hereof. To the best of the Meditrust Parties' knowledge, none of the Subsidiaries is in default under any of the Lease Documents in any material respect. The Lease Documents listed on the Lease Documents Schedule have not been modified or amended, by written or express verbal agreement, except as expressly set forth on the Lease Documents Schedule. True and correct copies of the Lease Documents and/or will be made available to Purchaser solely to assist Purchaser in determining the feasibility of purchasing the Property. Purchaser for its review during agrees not to disclose the entire Study Period and thereafter until the Closing Date. No Rent (includingDue Diligence Items, without limitation, Additional Rent) under or any of the Leases provisions, terms or conditions thereof to any party outside of Purchaser's organization except: (i) to Purchaser's accountants, attorneys, lenders, prospective lenders, environmental consultants, investors and/or prospective investors (collectively, "Permitted Outside Parties") in connection with the transactions contemplated by this Agreement, or (ii) as may be required by law. Purchaser shall take such actions as are necessary so as to ensure that the Permitted Outside Parties also protect the confidential nature of the Due Diligence Items to the same extent as Purchaser is obligated to do so hereunder. In permitting Purchaser and the Permitted Outside Parties to review the Due Diligence Items, Seller has not waived any privilege or claim of confidentiality with respect thereto and no third party benefits of any kind, either expressed or implied, have been paid offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Purchaser on its own behalf and on behalf of the Permitted Outside Parties. Purchaser shall return to Seller all of the Due Diligence Items (including all copies Purchaser has made of the Due Diligence Items) at such time as this Agreement is terminated for any reason. Purchaser's obligations under this Section 4 shall survive the termination of this Agreement. Purchaser acknowledges that most of the Due Diligence Items were prepared by third parties and, in advance many instances, were prepared prior to Seller's ownership of the Property. Purchaser further acknowledges and agrees that, except as specifically set forth herein: (i) neither Seller nor any of its directors, officers, partners, members, agents, employees or contractors have made any warranty or representation regarding the truth, accuracy or completeness of the Due Diligence Items or the sources thereof, (ii) Seller has not undertaken any independent investigation as to the truth, accuracy and completeness of the Due Diligence Items, (iii) neither Seller nor any director, partner, member, officer, employee or agent acting on Seller's behalf is authorized to make any representations or warranties of whatsoever kind or nature regarding either the truth, accuracy or completeness of the Due Diligence Items or the Property (other than as set forth on EXHIBIT YY-2 attached heretodescribed herein) and (iv) Seller is providing the Due Diligence Items to Purchaser (or making the Due Diligence Items available to Purchaser) solely as an accommodation to Purchaser. Except as disclosed in Purchaser further acknowledges and agrees that Purchaser shall be solely responsible for reviewing, analyzing and determining the Lease Documents identified in the Lease Document Schedule or as set forth on EXHIBIT YY-3truth, none completeness, accuracy and adequacy of the Tenants have been given any free rent, partial rent, rebates, rent abatements or rent concessions of any kind (including, without limitation, any waiver of any such Tenant's agreement to fulfill its payment obligations under its Lease) that would pertain to any period from and after the Closing Date. The rent due and payable per annum currently payable under the Leases and the formula for computing Additional Rent thereunder is set forth on EXHIBIT YY-1 attached hereto. The Subsidiaries are the only Meditrust Entities that are parties to, are bound by or hold any interest in any of the Lease DocumentsDue Diligence Items.

Lease Documents. The Lease Documents listed on A complete copy of the Lease Documents Schedule Lease, along with the Guaranty (iif any). Purchaser shall promptly deliver to Seller written acknowledgement of Purchaser’s receipt of each Due Diligence Item. Within seven (7) contain all material obligations days after the date of this Agreement, Purchaser shall notify Seller in writing in the event that Purchaser has not yet received any Due Diligence Item (x) the Tenants or which notice shall specify any other parties Due Diligence Item not yet received); otherwise, Purchaser shall be deemed to the Subsidiaries with respect to the transactions contemplated by the Leases and (y) the Subsidiaries to the Tenants or any other parties with respect to the transactions contemplated by the Leases and (ii) create have received all of the Encumbrances held by the Subsidiaries to secure the obligations of the Tenants under the Leases; PROVIDED, HOWEVER, that the Lease Documents Schedule does not include a list of all of the Financing Statements included within the definition of Lease DocumentsDue Diligence Items. To the best of the Meditrust Parties' knowledgePurchaser acknowledges and agrees that, except as set forth on EXHIBIT YY-3 attached heretofor such items which are in the public records, the Subsidiaries Due Diligence Items are proprietary and confidential in nature and have not entered into any express written agreement waiving, in any material respect, any material obligation of any Tenant or any Guarantor under any of the Lease Documents that would pertain to any period from and after the date hereof. To the best of the Meditrust Parties' knowledge, none of the Subsidiaries is in default under any of the Lease Documents in any material respect. The Lease Documents listed on the Lease Documents Schedule have not been modified or amended, by written or express verbal agreement, except as expressly set forth on the Lease Documents Schedule. True and correct copies of the Lease Documents and/or will be made available to Purchaser solely to assist Purchaser in determining the feasibility of purchasing the Property. Purchaser for its review during agrees not to disclose the entire Study Period and thereafter until the Closing Date. No Rent (includingDue Diligence Items, without limitation, Additional Rent) under or any of the Leases provisions, terms or conditions thereof to any party outside of Purchaser’s organization except: (i) to Purchaser’s accountants, attorneys, lenders, prospective lenders, environmental consultants, investors and/or prospective investors (collectively, “Permitted Outside Parties”) in connection with the transactions contemplated by this Agreement, or (ii) as may be required by law. Purchaser shall take such actions as are necessary so as to ensure that the Permitted Outside Parties also protect the confidential nature of the Due Diligence Items to the same extent as Purchaser is obligated to do so hereunder. In permitting Purchaser and the Permitted Outside Parties to review the Due Diligence Items, Seller has not waived any privilege or claim of confidentiality with respect thereto and no third party benefits of any kind, either expressed or implied, have been paid offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Purchaser on its own behalf and on behalf of the Permitted Outside Parties. Purchaser shall return to Seller all of the Due Diligence Items (including all copies Purchaser has made of the Due Diligence Items) at such time as this Agreement is terminated for any reason. Purchaser’s obligations under this Section 4 shall survive the termination of this Agreement. Purchaser acknowledges that most of the Due Diligence Items were prepared by third parties and, in advance many instances, were prepared prior to Seller’s ownership of the Property. Purchaser further acknowledges and agrees that, except as specifically set forth herein: (i) neither Seller nor any of its directors, officers, partners, members, agents, employees or contractors have made any warranty or representation regarding the truth, accuracy or completeness of the Due Diligence Items or the sources thereof, (ii) Seller has not undertaken any independent investigation as to the truth, accuracy and completeness of the Due Diligence Items, (iii) neither Seller nor any director, partner, member, officer, employee or agent acting on Seller’s behalf is authorized to make any representations or warranties of whatsoever kind or nature regarding either the truth, accuracy or completeness of the Due Diligence Items or the Property (other than as set forth on EXHIBIT YY-2 attached heretodescribed herein) and (iv) Seller is providing the Due Diligence Items to Purchaser (or making the Due Diligence Items available to Purchaser) solely as an accommodation to Purchaser. Except as disclosed in Purchaser further acknowledges and agrees that Purchaser shall be solely responsible for reviewing, analyzing and determining the Lease Documents identified in the Lease Document Schedule or as set forth on EXHIBIT YY-3truth, none completeness, accuracy and adequacy of the Tenants have been given any free rent, partial rent, rebates, rent abatements or rent concessions of any kind (including, without limitation, any waiver of any such Tenant's agreement to fulfill its payment obligations under its Lease) that would pertain to any period from and after the Closing Date. The rent due and payable per annum currently payable under the Leases and the formula for computing Additional Rent thereunder is set forth on EXHIBIT YY-1 attached hereto. The Subsidiaries are the only Meditrust Entities that are parties to, are bound by or hold any interest in any of the Lease DocumentsDue Diligence Items.

Lease Documents. On or before the Contingency Expiration Date, Buyer, in its sole and absolute discretion, shall have approved the forms of the Build-to-Suit Lease, Buyer/Seller Lease, ▇▇▇▇ Street Lease Amendment and REA. The foregoing Due Diligence Review, Environmental Audit, and Lease Documents listed on Contingencies are solely for Buyer’s benefit and only Buyer may determine such Contingencies to be satisfied or waived in writing. Buyer shall have the Lease Documents Schedule (i) contain all material obligations of (x) the Tenants Contingency Period in which to satisfy or any other parties waive such Contingencies by delivering written notice to Seller with a copy to Escrow Holder. A Contingency shall be deemed not to have been satisfied or waived by Buyer unless prior to the Subsidiaries expiration of the Contingency Period (time being of the essence as to such delivery), Buyer shall deliver to Seller a written notice to such effect (each such notice being herein referred to as an “Approval Notice”). Buyer and its agents, servants, consultants and employees shall maintain as confidential and not disclose any information obtained as a result of or pursuant to the Due Diligence Period and Inspections except to the extent that any law or regulation shall require such disclosure or if such information shall be subpoenaed by court order. Buyer shall advise (in writing) any agent performing the investigation or inspections on its behalf that such agent must maintain all such information as confidential and may not disclose such information to any person other than Buyer (or upon Seller’s request, Seller) and/or Buyer’s legal counsel except as may be required by law or if such information shall be subpoenaed by court order. If Buyer provides an Approval Notice for all Contingencies, then the Contingencies shall be deemed satisfied or waived and the parties shall, subject to the satisfaction of all other terms and conditions applicable to the respective parties’ obligations hereunder, be obligated to proceed to Closing. If Buyer does not provide an Approval Notice with respect to the transactions contemplated by the Leases and (y) the Subsidiaries to the Tenants any or any other parties with respect to the transactions contemplated by the Leases and (ii) create all of the Encumbrances held by Contingencies during the Subsidiaries to secure Contingency Period, then such Contingency(ies) shall be deemed not satisfied or waived, and this Agreement shall automatically terminate and be of no further force and effect at the obligations end of the Tenants Contingency Period without the further action of either party. During the Contingency Period Buyer may elect not to purchase the Property for any reason or for no reason whatsoever, all in Buyer’s sole and absolute discretion. Upon any termination under this Section 4 or under Section 4A below, Escrow Holder shall return the Leases; PROVIDEDDeposit (if any) to Buyer, HOWEVER, that and except for those provisions of this Agreement which expressly survive the Lease Documents Schedule does not include a list termination of all of the Financing Statements included within the definition of Lease Documents. To the best of the Meditrust Parties' knowledge, except as set forth on EXHIBIT YY-3 attached heretothis Agreement, the Subsidiaries parties hereto shall have not entered into no further obligations hereunder. In addition, upon any express written agreement waivingtermination under this Section 4 or under Section 4A below, in Buyer shall, upon Seller’s request and at no cost to Seller and without any material respectrepresentation or warranty by Buyer, any material obligation deliver to Seller copies of any Tenant or any Guarantor under any of the Lease Documents that would pertain to any period from and after the date hereof. To the best of the Meditrust Parties' knowledgeall non-privileged tests, none of the Subsidiaries is in default under any of the Lease Documents in any material respect. The Lease Documents listed on the Lease Documents Schedule have not been modified or amendedstudies, by written or express verbal agreementreports, except as expressly set forth on the Lease Documents Schedule. True and correct copies of the Lease Documents will be made available documents pertaining to the Purchaser for its review Property obtained by Buyer during the entire Study Period and thereafter until the Closing Date. No Rent (including, without limitation, Additional Rent) under any of the Leases has been paid in advance other than as set forth on EXHIBIT YY-2 attached hereto. Except as disclosed in the Lease Documents identified in the Lease Document Schedule or as set forth on EXHIBIT YY-3, none of the Tenants have been given any free rent, partial rent, rebates, rent abatements or rent concessions of any kind (including, without limitation, any waiver of any such Tenant's agreement to fulfill its payment obligations under its Lease) that would pertain to any period from and after the Closing Date. The rent due and payable per annum currently payable under the Leases and the formula for computing Additional Rent thereunder is set forth on EXHIBIT YY-1 attached hereto. The Subsidiaries are the only Meditrust Entities that are parties to, are bound by or hold any interest in any of the Lease DocumentsContingency Period.

Lease Documents. The Lease Documents listed on A complete copy of the Lease Documents Schedule Lease, as amended. Purchaser shall promptly deliver to Seller written acknowledgement of Purchaser’s receipt of each Due Diligence Item. Within ten (i10) contain all material obligations days after the date of this Agreement, Purchaser shall notify Seller in writing in the event that Purchaser has not yet received any Due Diligence Item (x) the Tenants or which notice shall specify any other parties Due Diligence Item not yet received); otherwise, Purchaser shall be deemed to the Subsidiaries with respect to the transactions contemplated by the Leases and (y) the Subsidiaries to the Tenants or any other parties with respect to the transactions contemplated by the Leases and (ii) create have received all of the Encumbrances held by the Subsidiaries to secure the obligations of the Tenants under the Leases; PROVIDED, HOWEVER, that the Lease Documents Schedule does not include a list of all of the Financing Statements included within the definition of Lease DocumentsDue Diligence Items. To the best of the Meditrust Parties' knowledgePurchaser acknowledges and agrees that, except as set forth on EXHIBIT YY-3 attached heretofor such items which are in the public records, the Subsidiaries Due Diligence Items are proprietary and confidential in nature and have not entered into any express written agreement waiving, in any material respect, any material obligation of any Tenant or any Guarantor under any of the Lease Documents that would pertain to any period from and after the date hereof. To the best of the Meditrust Parties' knowledge, none of the Subsidiaries is in default under any of the Lease Documents in any material respect. The Lease Documents listed on the Lease Documents Schedule have not been modified or amended, by written or express verbal agreement, except as expressly set forth on the Lease Documents Schedule. True and correct copies of the Lease Documents and/or will be made available to Purchaser solely to assist Purchaser in determining the feasibility of purchasing the Property. Purchaser for its review during agrees not to disclose the entire Study Period and thereafter until the Closing Date. No Rent (includingDue Diligence Items, without limitation, Additional Rent) under or any of the Leases provisions, terms or conditions thereof to any party outside of Purchaser’s organization except: (i) to Purchaser’s accountants, attorneys, lenders, prospective lenders, environmental consultants, investors and/or prospective investors (collectively, “Permitted Outside Parties”) in connection with the transactions contemplated by this Agreement, or (ii) as may be required by law. Purchaser shall take such actions as are necessary so as to ensure that the Permitted Outside Parties also protect the confidential nature of the Due Diligence Items to the same extent as Purchaser is obligated to do so hereunder. In permitting Purchaser and the Permitted Outside Parties to review the Due Diligence Items, Seller has not waived any privilege or claim of confidentiality with respect thereto and no third party benefits of any kind, either expressed or implied, have been paid offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Purchaser on its own behalf and on behalf of the Permitted Outside Parties. Purchaser shall return to Seller all of the Due Diligence Items (including all copies Purchaser has made of the Due Diligence Items) at such time as this Agreement is terminated for any reason. Purchaser’s obligations under this Section 4 shall survive the termination of this Agreement. Purchaser acknowledges that most of the Due Diligence Items were prepared by third parties and, in advance many instances, were prepared prior to Seller’s ownership of the Property. Purchaser further acknowledges and agrees that, except as specifically set forth herein: (i) neither Seller nor any of its directors, officers, partners, members, agents, employees or contractors have made any warranty or representation regarding the truth, accuracy or completeness of the Due Diligence Items or the sources thereof, (ii) Seller has not undertaken any independent investigation as to the truth, accuracy and completeness of the Due Diligence Items, (iii) neither Seller nor any director, partner, member, officer, employee or agent acting on Seller’s behalf is authorized to make any representations or warranties of whatsoever kind or nature regarding either the truth, accuracy or completeness of the Due Diligence Items or the Property (other than as set forth on EXHIBIT YY-2 attached heretodescribed herein) and (iv) Seller is providing the Due Diligence Items to Purchaser (or making the Due Diligence Items available to Purchaser) solely as an accommodation to Purchaser. Except as disclosed in Purchaser further acknowledges and agrees that Purchaser shall be solely responsible for reviewing, analyzing and determining the Lease Documents identified in the Lease Document Schedule or as set forth on EXHIBIT YY-3truth, none completeness, accuracy and adequacy of the Tenants have been given any free rent, partial rent, rebates, rent abatements or rent concessions of any kind (including, without limitation, any waiver of any such Tenant's agreement to fulfill its payment obligations under its Lease) that would pertain to any period from and after the Closing Date. The rent due and payable per annum currently payable under the Leases and the formula for computing Additional Rent thereunder is set forth on EXHIBIT YY-1 attached hereto. The Subsidiaries are the only Meditrust Entities that are parties to, are bound by or hold any interest in any of the Lease DocumentsDue Diligence Items.

Lease Documents. The Lease Documents listed on A complete copy of the Lease Documents Schedule Lease, along with the Guaranty (iif any). Purchaser shall promptly deliver to Seller written acknowledgement of Purchaser's receipt of each Due Diligence Item. Within seven (7) contain all material obligations days after the date of this Agreement, Purchaser shall notify Seller in writing in the event that Purchaser has not yet received any Due Diligence Item (x) the Tenants or which notice shall specify any other parties Due Diligence Item not yet received); otherwise, Purchaser shall be deemed to the Subsidiaries with respect to the transactions contemplated by the Leases and (y) the Subsidiaries to the Tenants or any other parties with respect to the transactions contemplated by the Leases and (ii) create have received all of the Encumbrances held by the Subsidiaries to secure the obligations of the Tenants under the Leases; PROVIDED, HOWEVER, that the Lease Documents Schedule does not include a list of all of the Financing Statements included within the definition of Lease DocumentsDue Diligence Items. To the best of the Meditrust Parties' knowledgePurchaser acknowledges and agrees that, except as set forth on EXHIBIT YY-3 attached heretofor such items which are in the public records, the Subsidiaries Due Diligence Items are proprietary and confidential in nature and have not entered into any express written agreement waiving, in any material respect, any material obligation of any Tenant or any Guarantor under any of the Lease Documents that would pertain to any period from and after the date hereof. To the best of the Meditrust Parties' knowledge, none of the Subsidiaries is in default under any of the Lease Documents in any material respect. The Lease Documents listed on the Lease Documents Schedule have not been modified or amended, by written or express verbal agreement, except as expressly set forth on the Lease Documents Schedule. True and correct copies of the Lease Documents and/or will be made available to Purchaser solely to assist Purchaser in determining the feasibility of purchasing the Property. Purchaser for its review during agrees not to disclose the entire Study Period and thereafter until the Closing Date. No Rent (includingDue Diligence Items, without limitation, Additional Rent) under or any of the Leases provisions, terms or conditions thereof to any party outside of Purchaser's organization except: (i) to Purchaser's accountants, attorneys, lenders, prospective lenders, environmental consultants, investors and/or prospective investors (collectively, "Permitted Outside Parties") in connection with the transactions contemplated by this Agreement, or (ii) as may be required by law. Purchaser shall take such actions as are necessary so as to ensure that the Permitted Outside Parties also protect the confidential nature of the Due Diligence Items to the same extent as Purchaser is obligated to do so hereunder. In permitting Purchaser and the Permitted Outside Parties to review the Due Diligence Items, Seller has not waived any privilege or claim of confidentiality with respect thereto and no third party benefits of any kind, either expressed or implied, have been paid offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Purchaser on its own behalf and on behalf of the Permitted Outside Parties. Purchaser shall return to Seller all of the Due Diligence Items (including all copies Purchaser has made of the Due Diligence Items) at such time as this Agreement is terminated for any reason. Purchaser's obligations under this Section 4 shall survive the termination of this Agreement. Purchaser acknowledges that most of the Due Diligence Items were prepared by third parties and, in advance many instances, were prepared prior to Seller's ownership of the Property. Purchaser further acknowledges and agrees that, except as specifically set forth herein: (i) neither Seller nor any of its directors, officers, partners, members, agents, employees or contractors have made any warranty or representation regarding the truth, accuracy or completeness of the Due Diligence Items or the sources thereof, (ii) Seller has not undertaken any independent investigation as to the truth, accuracy and completeness of the Due Diligence Items, (iii) neither Seller nor any director, partner, member, officer, employee or agent acting on Seller's behalf is authorized to make any representations or warranties of whatsoever kind or nature regarding either the truth, accuracy or completeness of the Due Diligence Items or the Property (other than as set forth on EXHIBIT YY-2 attached heretodescribed herein) and (iv) Seller is providing the Due Diligence Items to Purchaser (or making the Due Diligence Items available to Purchaser) solely as an accommodation to Purchaser. Except as disclosed in Purchaser further acknowledges and agrees that Purchaser shall be solely responsible for reviewing, analyzing and determining the Lease Documents identified in the Lease Document Schedule or as set forth on EXHIBIT YY-3truth, none completeness, accuracy and adequacy of the Tenants have been given any free rent, partial rent, rebates, rent abatements or rent concessions of any kind (including, without limitation, any waiver of any such Tenant's agreement to fulfill its payment obligations under its Lease) that would pertain to any period from and after the Closing Date. The rent due and payable per annum currently payable under the Leases and the formula for computing Additional Rent thereunder is set forth on EXHIBIT YY-1 attached hereto. The Subsidiaries are the only Meditrust Entities that are parties to, are bound by or hold any interest in any of the Lease DocumentsDue Diligence Items.