Common use of COMPLIANCE WITH LAWS AND ORDINANCES Clause in Contracts

COMPLIANCE WITH LAWS AND ORDINANCES. 8.1 Tenant shall, throughout the term of this Lease Agreement, and at Tenant's sole cost and expense, promptly comply or cause compliance with or remove or cure any violation of any and all present and future laws, ordinances, orders, rules, regulations and requirements of all federal, state, municipal and other governmental bodies having jurisdiction over the Demised Premises and whether the compliance, curing or removal of any such violation and the costs and expenses necessitated thereby shall have been foreseen or unforeseen, ordinary or extraordinary, and whether or not the same shall be presently within the contemplation of Landlord or Tenant or shall involve any change of governmental policy, or require structural or extraordinary repairs, alterations or additions by Tenant and irrespective of the costs thereof. 8.2 After prior written notice to Landlord, Tenant, at its sole cost and expense and without cost or expense to Landlord, shall have the right to contest the validity or application of any law or ordinance referred to in this Article VIII in the name of Tenant or Landlord, or both, by appropriate legal proceedings diligently conducted but only if the terms of any such law or ordinance, compliance therewith pending the prosecution of any such proceeding, may legally be delayed without the incurrence of any lien, charge or liability of any kind against the Demised Premises, or any portion thereof, and without subjecting Landlord or Tenant to any liability, civil or criminal, for failure to comply therewith until the final determination of such proceeding; provided, however, if any lien, charge or civil liability would be incurred by reason of any such delay, Tenant nevertheless, on the prior written consent of Landlord, may contest as aforesaid and delay as aforesaid, provided that such delay would not subject Tenant or Landlord to criminal liability and Tenant (i) prosecutes the contest with due diligence and in good faith, and (ii) agrees to indemnify, defend and hold harmless Landlord and the Demised Premises from any charge, liability or expense whatsoever. If necessary or proper to permit Tenant so to contest the validity or application of any such law or ordinance, Landlord shall, at Tenant's sole cost and expense, including reasonable attorney's fees incurred by Landlord, execute and deliver any appropriate papers or other documents; provided, Landlord shall not be required to execute any document or consent to any proceeding which would result in the imposition of any cost, charge, expense or penalty on Landlord or the Demised Premises.

COMPLIANCE WITH LAWS AND ORDINANCES. 8.1 Tenant shall13.1 Throughout the Term, throughout the term of this Lease AgreementLessee, and at Tenant's its sole cost and expense, will obey, observe and promptly comply or cause compliance with or remove or cure any violation of any and all present and future laws, ordinances, orders, rules, regulations and requirements of all any federal, state, state and municipal and other governmental bodies agency or authority having jurisdiction over all or any portion of the Demised Premises and whether the compliance, curing or removal of any such violation Leased Property and the costs use and expenses necessitated thereby shall have been foreseen or unforeseenoperation thereof as Medicaid and Medicare certified skilled and intermediate care nursing home facilities, ordinary or extraordinarywhich may be applicable to the Leased Property and including, and whether or but not limited to, the same shall be presently within the contemplation of Landlord or Tenant or shall involve any change of governmental policysidewalks, or require structural or extraordinary repairsalleyways, alterations or additions by Tenant and irrespective of the costs thereof. 8.2 After prior written notice to Landlordpassageways, Tenantvacant land, at its sole cost and expense and without cost or expense to Landlordparking spaces, shall have the right to contest the validity or application of any law or ordinance referred to in this Article VIII in the name of Tenant or Landlordcurb cuts, or both, by appropriate legal proceedings diligently conducted but only if the terms of any such law or ordinance, compliance therewith pending the prosecution of any such proceeding, may legally be delayed without the incurrence of any lien, charge or liability of any kind against curbs adjoining the Demised Premises, whether or not such laws, ordinances, orders, rules, regulations or requirements shall necessitate structural changes or improvements. 13.2 Lessee shall likewise observe and comply with the requirements of all policies of public liability and fire insurance and all other policies of insurance at any time in force with respect to the Leased Property or any portion thereof, . 13.3 Lessee shall promptly apply for and without subjecting Landlord or Tenant to any liability, civil or criminal, for failure to comply therewith until the final determination of such proceeding; provided, however, if any lien, charge or civil liability would be incurred by reason of any such delay, Tenant nevertheless, on the prior written consent of Landlord, may contest as aforesaid procure and delay as aforesaid, provided that such delay would not subject Tenant or Landlord to criminal liability and Tenant (i) prosecutes the contest with due diligence keep in good standing and in good faithfull force and effect all necessary licenses, permits, provider agreements and (ii) agrees to indemnify, defend certifications required by any governmental authority for the purpose of maintaining and hold harmless Landlord operating Medicaid and Medicare certified skilled and intermediate care nursing home facilities on the Demised Premises with each Facility having no less than the number of licensed Medicare and Medicaid certified beds set forth in the first recital of this Lease, and each Facility shall at all times be qualified to participate in the Medicare and Medicaid reimbursement programs. 13.4 Lessee will deliver or mail to Lessor wherever Rent hereunder is then paid in form required for notices within ten (10) days of receipt thereof copies of all inspection reports, annual license renewals, deficiency reports and surveys and administrative hearings and/or court actions from all state, federal and local governmental bodies regarding all or a portion of the Leased Property or any nursing home facility operated thereon. Lessee shall notify Lessor within twenty-four (24) hours after receipt thereof of any notice from any chargegovernmental agency terminating or suspending or threatening termination or suspension, liability or expense whatsoever. If necessary or proper to permit Tenant so to contest the validity or application of any such law license, permit, provider agreement or ordinance, Landlord shall, at Tenant's sole cost certification relating to the Leased Property and expense, including reasonable attorney's fees incurred by Landlord, execute and deliver any appropriate papers or other documents; provided, Landlord shall not be required provide a copy of the same to execute any document or consent to any proceeding which would result in the imposition of any cost, charge, expense or penalty on Landlord or the Demised PremisesLessor.

COMPLIANCE WITH LAWS AND ORDINANCES. 8.1 Except with respect to matters arising prior to the Commencement Date, and except as to matters which are expressly stated to be Landlord's responsibility hereunder and for any structural matter, Tenant shall, throughout the term of this Lease Agreement, and at Tenant's its sole cost and expenseexpense throughout the Term, promptly comply or cause compliance with with, or remove or cure any violation of of, any and all present and future laws, ordinances, orders, rules, regulations and requirements of all federal, state, municipal and other governmental bodies having jurisdiction over the Demised Premises Premises, (excluding, without limitation, the Americans with Disabilities Act) as such laws, ordinances, etc. exist as of the Effective Date and whether as the compliance, curing same may hereinafter be amended or removal of any such violation and the costs and expenses necessitated thereby shall have been foreseen or unforeseen, ordinary or extraordinarysupplemented, and whether or not the same shall be presently within the contemplation of Landlord or Tenant or shall involve any change of governmental policy, or require structural or extraordinary repairs, alterations or additions by Tenant and irrespective such compliance is related to Tenant's specific use of the costs thereofPremises. Landlord covenants that at the Commencement Date, the Premises shall comply with all laws, ordinances, orders, rules, regulations and requirements (as then applied or interpreted) of all federal, state, municipal and other governmental bodies, including, without limitation, the South Florida Building Code, and all Environmental Laws. 8.2 After prior written notice to Landlord, Tenant, at its sole cost and expense and without cost or expense to Landlordexpense, shall have the right to contest the validity or application of any law or ordinance referred to in this Article VIII 8 in the name of Tenant Tenant, or if required by law, in Landlord's name (but at Tenant's sole cost), or both, by appropriate legal proceedings diligently conducted conducted, but only if if, by the terms of any such law or ordinance, compliance therewith pending the prosecution of any such proceeding, proceeding may legally be delayed without the incurrence incurring of any lien, charge surcharge or liability of any kind against the Demised Premises, or any portion thereof, and without subjecting Landlord or Tenant to any liability, civil or criminal, for failure to so comply therewith until the final determination of such proceeding; provided, however, if any lien, charge or civil liability would be incurred by reason of any such delay, Tenant nevertheless, on the prior written consent of Landlord, may contest as aforesaid and delay as aforesaid, provided that such delay would not subject Tenant or Landlord to criminal liability and Tenant Tenant (ia) prosecutes the contest with due diligence and in good faith, and ; (iib) agrees to indemnify, defend and hold harmless Landlord and the Demised Premises from any charge, liability or expense whatsoeverwhatsoever and (c) provides Landlord or such governmental body as may require the same, with adequate security in the form of a bond or otherwise to adequately protect Landlord, the Development and Landlord's interest in the Premises. If necessary or proper to permit Tenant to so to contest the validity or application of any such law or ordinance, Landlord shall, at Tenant's sole cost and expense, including reasonable attorney's fees incurred by Landlord, shall execute and deliver any appropriate papers or other documents; provided, however, Landlord shall not be required to execute any document or consent to any proceeding which would result in the imposition of any cost, charge, expense or penalty on Landlord or the Demised PremisesPremises (with adequate security therefore), unless Tenant otherwise insures or indemnifies Landlord or the Premises (with adequate security therefor) against such cost, charge, expense or penalty.

COMPLIANCE WITH LAWS AND ORDINANCES. 8.1 10.1. Tenant shall, throughout the term of this Lease Agreement, and at Tenant's its sole cost and expenseexpense throughout the Term, promptly comply or cause compliance with or remove or cure any violation of any and all present and future laws, ordinances, orders, rules, regulations and requirements of all federal, state, municipal and other governmental bodies having jurisdiction over the Demised Premises and the appropriate departments, commissions, boards and officers thereof, and the orders, rules and regulations of the Board of Fire Underwriters where the Premises are situated, or any other body now or hereafter constituted exercising lawful or valid authority over the Premises, or any portion thereof, or the sidewalks, curbs, roadways, alleys, entrances or railroad track facilities adjacent or appurtenant thereto, or exercising authority with respect to the use or manner of use of the Premises, or such adjacent or appurtenant facilities, and whether the compliance, curing or removal of any such violation and the costs and expenses necessitated thereby shall have been foreseen or unforeseen, ordinary or extraordinary, and whether or not the same shall be presently within the contemplation of Landlord or Tenant or shall involve any change of governmental policy, or require structural or extraordinary repairs, alterations or additions by Tenant and irrespective of the costs thereof; provided, however, that notwithstanding anything contained in this Article X to the contrary, in the event that (a) any compliance action is required by any such governmental bodies having jurisdiction over the Premises; (b) the estimated costs of any such required compliance action exceeds One Hundred Thousand Dollars ($100,000.00); and (c) the required compliance action relates specifically to the Premises, Landlord shall pay all reasonable costs and expenses incurred in effectuating the required compliance action, and in consideration thereof, Tenant shall pay to Landlord, as Additional Rent hereunder throughout the Term (including any Renewal Term), an amount equal to twelve percent (12%) per annum of all such costs and expenses incurred by Landlord in completing the required compliance action, on a monthly basis, in the manner and at the time monthly installments of Base Rent are payable pursuant to the provisions of Article III above. 8.2 10.2. At its sole cost and expense throughout the Term, Tenant shall comply with all agreements, contracts, easements, restrictions, reservations or covenants, if any, set forth in Exhibit A attached hereto, and with all agreements, contracts, easements, restrictions, reservations or covenants hereafter created, provided those hereafter created do not unreasonably interfere with Tenant's on-going business operations at the Premises and are otherwise reasonably acceptable to Tenant. Tenant shall also comply with, observe and perform all provisions and requirements of all policies of insurance at any time in force with respect to the Premises and required to be obtained and maintained under this Lease and shall comply with all development permits issued by governmental authorities issued in connection with development of the Premises. 10.3. Notwithstanding that it may be usual and customary for Landlord to assume responsibility and performance of any or all of the obligations set forth in this Article X, and notwithstanding any order, rule or regulation directed to Landlord to perform. Tenant hereby assumes, subject to the provisions of Paragraph 10.1 above, such obligations because, by nature of this Lease, the rents and income derived from this Lease by Landlord are net rentals not to be diminished by any expense incident to the ownership, occupancy, use, leasing, or possession of the Premises or any portion thereof. 10.4. After prior written notice to Landlord, TenantTenant shall, at its sole cost and expense and without cost or expense to Landlord, shall have the right to contest the validity or application of any law or ordinance referred to in this Article VIII X in the name of Tenant or Landlord, or both, by appropriate legal proceedings diligently conducted conducted, but only if if, by the terms of any such law or ordinance, compliance therewith pending the prosecution of any such proceeding, proceeding may legally be delayed without the incurrence of any lien, charge or liability of any kind against the Demised Premises, or any portion thereof, and without subjecting Landlord or Tenant to any liability, civil or criminal, for failure to so comply therewith until the final determination of such proceeding; provided, however, if any lien, charge or civil liability would be incurred by reason of any such delay, Tenant nevertheless, on with the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed, may contest as aforesaid and delay as aforesaid, provided that such delay would not subject Tenant or Landlord to criminal liability and Tenant Tenant (ia) furnishes Landlord security, reasonably satisfactory to Landlord, against any loss or injury by reason of any such contest or delay; (b) prosecutes the contest with due diligence and in good faith, ; and (iic) agrees to indemnify, defend and hold harmless Landlord Landlord, its beneficiaries, managing agents, Mortgagees and the Demised Premises from any charge, 18 liability or expense whatsoever. The security furnished to Landlord by Tenant shall be in the form of a cash deposit, a certificate of deposit issued by a national bank or Federal savings and loan association reasonably satisfactory to Landlord and payable to Landlord or other security reasonably satisfactory to Landlord. Said deposit shall be held in escrow, administered and distributed in accordance with the provisions of Paragraph 6.3 hereof relating to the contest of the amount of validity of any Tax. If necessary or proper to permit Tenant to so to contest the validity or application of any such law or ordinance, Landlord shall, at Tenant's sole cost and expense, including reasonable attorney's attorneys' fees incurred by Landlord, execute and deliver any appropriate papers or other documents; provided, Landlord shall not be required to execute any document or consent to any proceeding which would result in the imposition of any cost, charge, expense or penalty on Landlord or the Demised Premises.

COMPLIANCE WITH LAWS AND ORDINANCES. 8.1 Tenant shallAs used in this Lease ----------------------------------- Agreement, throughout the term of this Lease Agreement, and at Tenant's sole cost and expense, promptly comply or cause compliance with or remove or cure any violation of any and "Laws" shall mean all present and future laws, ordinances, orders, rules, regulations and requirements of all federal, state, municipal and other governmental bodies having jurisdiction over the Demised Premises and whether the complianceappropriate departments, curing or removal of any such violation commissions, boards and officers thereof, and the costs orders, rules and expenses necessitated thereby shall have been foreseen or unforeseen, ordinary or extraordinary, and whether or not regulations of the same shall be presently within Board of Fire Underwriters where the contemplation of Landlord or Tenant or shall involve any change of governmental policyDemised Premises are situated, or require structural any other body now or extraordinary repairs, alterations hereafter constituted exercising lawful or additions by Tenant and irrespective of the costs thereof. 8.2 After prior written notice to Landlord, Tenant, at its sole cost and expense and without cost or expense to Landlord, shall have the right to contest the validity or application of any law or ordinance referred to in this Article VIII in the name of Tenant or Landlord, or both, by appropriate legal proceedings diligently conducted but only if the terms of any such law or ordinance, compliance therewith pending the prosecution of any such proceeding, may legally be delayed without the incurrence of any lien, charge or liability of any kind against valid authority over the Demised Premises, or any portion thereof or the sidewalks, curbs, roadways, alleys, entrances or railroad tract facilities adjacent or appurtenant thereto, or exercising authority with respect to the use or manner of use of the Demised Premises, or such adjacent or appurtenant facilities, including, without limitation, the Americans with Disabilities Act. Landlord shall be responsible for constructing Landlord's Improvements in accordance with all Laws, as such laws exist as of the date of the issuance of its building permits and certificate of occupancy. At all times during Tenant's occupancy of the Demised Premises (or any portion thereof), Tenant shall cease and without subjecting remove any violation of Laws resulting from Tenant's specific use of the Demised Premises other than for general office use. Landlord and Tenant mutually acknowledge that amendments to existing Laws or Tenant enactment of new Laws taking effect after the Commencement Date may require that substantial cost be incurred in making physical alterations or improvement to Landlord's Improvements (physical alterations or improvements to the Landlord's Improvements that are required to be made during the initial term or any liability, civil renewal term to bring the Demised Premises into compliance with amendments to existing Laws or criminal, for enactments of new Laws are collectively referred to as "Future Compliance Improvements"). The term "Future Compliance Improvements" shall not include any improvements necessary due to Landlord's failure to comply therewith until with all existing Laws as they related to construction of the final determination Landlord's Improvements. Because the cost of such proceeding; providedmaking the Future Compliance Improvements is unforeseeable as of the Effective Date of this Lease Agreement and may be substantial, however, if any lien, charge or civil liability would be incurred by reason of any such delay, Tenant nevertheless, on the prior written consent of Landlord, may contest as aforesaid and delay as aforesaid, provided that such delay would not subject Tenant or Landlord parties hereby agree to criminal liability and Tenant (i) prosecutes the contest following with due diligence and in good faith, and (ii) agrees respect to indemnify, defend and hold harmless Landlord and the Demised Premises from any charge, liability or expense whatsoever. If necessary or proper to permit Tenant so to contest the validity or application of any such law or ordinance, Landlord shall, at Tenant's sole cost and expense, including reasonable attorney's fees incurred by Landlord, execute and deliver any appropriate papers or other documents; provided, Landlord shall not be required to execute any document or consent to any proceeding which would result in the imposition of any cost, charge, expense or penalty on Landlord or the Demised Premises.making Future Compliance Improvements:

COMPLIANCE WITH LAWS AND ORDINANCES. 8.1 Tenant shall, throughout the term of this Lease AgreementLease, and at Tenant's sole cost and expense, promptly comply or cause compliance with or remove or cure any violation of any and all present and future laws, ordinances, orders, rules, regulations and requirements of all federal, state, municipal and other governmental bodies having jurisdiction over the Demised Premises and the appropriate departments, commissions, boards and officers thereof, and the orders, rules and regulations of any other body now or hereafter constituted exercising lawful or valid authority over the Premises, or any portion thereof, or the sidewalks, curbs, roadways, alleys, entrances or railroad track facilities adjacent or appurtenant thereto, or exercising authority with respect to the use or manner of use of the Premises, or such adjacent or appurtenant facilities, and whether the compliance, curing or removal of any such violation and the costs and expenses necessitated thereby shall have been foreseen or unforeseen, ordinary or extraordinary, and whether or not the same shall be presently within the contemplation of Landlord or Tenant or shall involve any change of governmental policy, or require structural or extraordinary repairs, alterations or additions by Tenant and irrespective of the costs thereof. 8.2 After prior written . Landlord represents to Tenant that as of the date of this Lease, Landlord has received no notice of the Property or any portion thereof failing to Landlordcomply with any applicable laws, ordinances, orders, rules, regulations or requirements of any federal, state, municipal and other governmental bodies having jurisdiction over the Premises. Notwithstanding anything herein to the contrary, Tenant shall have no obligation to comply with any current or future laws, ordinances, orders, rules, regulations or requirements that would require any alterations to the structure or foundation of the Building and which apply generally to all occupants of buildings and are not specifically occasioned by Tenant's Permitted Use (as opposed to the general use of the Premises by any lessee); provided, at its sole cost and expense and without cost however, that, if any alteration to the Building is required to comply with Tenant's particular use of the Premises, then Tenant shall be responsible for such compliance. As to any law, regulation or expense to Landlord, ordinance the compliance of which is Tenant's responsibility under this Section 7.3. Tenant shall have the right to contest the validity application or application of any law enforcement thereof so long as such contest is conducted in good faith and at no cost or ordinance referred expense to in this Article VIII in the name of Tenant or Landlord, or both, by appropriate legal proceedings diligently conducted but only if the terms of any such law or ordinance, compliance therewith pending the prosecution of any such proceeding, may legally be delayed without the incurrence of any lien, charge or liability of any kind against the Demised Premises, or any portion thereof, Landlord and without subjecting Landlord or Tenant to any liability, civil or criminal, for failure to comply therewith until the final determination of such proceeding; provided, however, if any lien, charge or civil liability would be incurred by reason of any such delay, Tenant nevertheless, on the prior written consent of Landlord, may contest as aforesaid and delay as aforesaid, provided that such delay would not subject Tenant or Landlord to criminal liability and Tenant (i) prosecutes the contest with due diligence and in good faith, and (ii) agrees to indemnify, defend and hold harmless Landlord and the Demised Premises from any charge, liability or expense whatsoever. If necessary or proper to permit Tenant so to contest the validity or application of any such law or ordinance, Landlord shall, at Tenant's sole cost and expense, including reasonable attorney's fees incurred by Landlord, execute and deliver any appropriate papers or other documents; provided, Landlord shall not be required to execute any document or consent to any proceeding which would result in the imposition of any cost, charge, expense or penalty on Landlord or the Demised Premisesliability to Landlord.

COMPLIANCE WITH LAWS AND ORDINANCES. 8.1 Tenant shall, throughout the term of this Lease AgreementLease, and at Tenant's sole cost and expense, promptly comply or cause compliance with or remove or cure any violation of any and all present and future laws, ordinances, orders, rules, regulations and requirements of all federal, state, municipal and other governmental bodies having jurisdiction over the Demised Premises and the appropriate departments, commissions, boards and officers thereof, and the orders, rules and regulations of any other body now or hereafter constituted exercising lawful or valid authority over the Premises, or any portion thereof, or the sidewalks, curbs, roadways, alleys, entrances or railroad track facilities adjacent or appurtenant thereto, or exercising authority with respect to the use or manner of use of the Premises, or such adjacent or appurtenant facilities, and whether the compliance, curing or removal of any such violation and the costs and expenses necessitated thereby shall have been foreseen or unforeseen, ordinary or extraordinary, and whether or not the same shall be presently within the contemplation of Landlord or Tenant or shall involve any change of governmental policy, or require structural or extraordinary repairs, alterations or additions by Tenant and irrespective of the costs thereof. 8.2 After prior written . Landlord represents to Tenant that as of the date of this Lease, Landlord has received no notice of the Property or any portion thereof failing to comply with any applicable laws, ordinances, orders, rules, regulations or requirements of any federal, state, municipal and other governmental bodies having jurisdiction over the Premises (collectively, "Governmental Requirements "). Notwithstanding anything herein to the contrary, Tenant shall have no obligation to comply with or pay or contribute to the cost of any compliance with (i) any future Governmental Requirements that would require any alterations to the structure or foundation of the Building and which apply generally to all occupants of buildings and are not specifically occasioned by Tenant's Permitted Use (as opposed to the general use of the Premises by any lessee); provided, however, that, if any alteration to the Building is required to comply with Tenant's particular use of the Premises, then Tenant shall be responsible for such compliance and (ii) any Governmental Requirements in effect and as interpreted as of the Commencement Date regarding the Leasehold Improvements; the Premises, the Building and the Common Areas (specifically excluding, however, ongoing routine maintenance thereof which is otherwise addressed in this Lease; any work done by Tenant or on Tenant's behalf other than by Landlord; and the day to day operation of Tenant's business within the Premises). As to any law, regulation or ordinance the compliance of which is Tenant's responsibility under this Section 7.3, at its sole cost and expense and without cost or expense to Landlord, Tenant shall have the right to contest the validity application or application of any law enforcement thereof so long as such contest is conducted in good faith and at no cost or ordinance referred expense to in this Article VIII in the name of Tenant or Landlord, or both, by appropriate legal proceedings diligently conducted but only if the terms of any such law or ordinance, compliance therewith pending the prosecution of any such proceeding, may legally be delayed without the incurrence of any lien, charge or liability of any kind against the Demised Premises, or any portion thereof, Landlord and without subjecting Landlord or Tenant to any liability, civil or criminal, for failure to comply therewith until the final determination of such proceeding; provided, however, if any lien, charge or civil liability would be incurred by reason of any such delay, Tenant nevertheless, on the prior written consent of Landlord, may contest as aforesaid and delay as aforesaid, provided that such delay would not subject Tenant or Landlord to criminal liability and Tenant (i) prosecutes the contest with due diligence and in good faith, and (ii) agrees to indemnify, defend and hold harmless Landlord and the Demised Premises from any charge, liability or expense whatsoever. If necessary or proper to permit Tenant so to contest the validity or application of any such law or ordinance, Landlord shall, at Tenant's sole cost and expense, including reasonable attorney's fees incurred by Landlord, execute and deliver any appropriate papers or other documents; provided, Landlord shall not be required to execute any document or consent to any proceeding which would result in the imposition of any cost, charge, expense or penalty on Landlord or the Demised Premisesliability to Landlord.

COMPLIANCE WITH LAWS AND ORDINANCES. 8.1 Tenant shall13.1 Throughout the Term, throughout the term of this Lease AgreementTenant, and at Tenant's its sole cost and expense, will obey, observe and promptly comply or cause compliance with or remove or cure any violation of any and all present and future laws, ordinances, orders, rules, regulations and requirements of all any federal, statestate and municipal governmental agency or authority having jurisdiction over all or any portion of the Leased Property and the use and operation thereof for the Permitted Use. 13.2 Tenant shall likewise observe and comply with the requirements of all policies of public liability and fire insurance and all other policies of insurance at any time in force with respect to the Leased Property or any portion thereof. 13.3 Tenant shall promptly apply for and procure and keep in good standing and in full force and effect all necessary licenses, municipal permits, provider agreements and certifications required by any governmental authority for the purpose of maintaining and operating each Facility as a skilled nursing facility, in full compliance with all the rules and regulations and minimum standards applicable thereto, as prescribed by the State of Texas and such other governmental bodies authorities having jurisdiction thereof, each Facility having no less than the number of licensed skilled nursing beds as set forth on Exhibit A. Notwithstanding anything else in this Lease, Tenant shall not be held responsible for reductions in the number of licensed beds where such reductions were made by HHSC or other government authority having jurisdiction over the Demised Premises Facilities and whether under circumstances in which Tenant could not have prevented the compliance, curing or removal reduction with the exercise of any such violation reasonable care and the costs and expenses necessitated thereby shall have been foreseen or unforeseen, ordinary or extraordinary, and whether or not the same shall be presently within the contemplation of Landlord or Tenant or shall involve any change of governmental policy, or require structural or extraordinary repairs, alterations or additions by Tenant and irrespective of the costs thereofdiligence. 8.2 After prior written notice 13.4 Within thirty (30) days of receipt, Tenant will deliver or mail to Landlord, Tenant, at its sole cost to the address and expense and without cost or expense to Landlord, shall have the right to contest the validity or application of any law or ordinance referred to in this Article VIII in the name manner as provided herein for the giving of Tenant or Landlordnotices, or bothcopies of all inspection reports, by appropriate legal proceedings diligently conducted but only if the terms annual license renewals, surveys, deficiency reports, and notices of any such law or ordinanceadministrative hearings and/or court actions from all state, compliance therewith pending the prosecution of any such proceeding, may legally be delayed without the incurrence of any lien, charge or liability of any kind against the Demised Premises, federal and local governmental bodies regarding all or any portion thereof, and without subjecting of the Leased Property or any of the Facilities. Tenant shall notify Landlord or Tenant to any liability, civil or criminal, for failure to comply therewith until the final determination of such proceeding; provided, however, if any lien, charge or civil liability would be incurred by reason within five (5) business days after receipt thereof of any such delay, Tenant nevertheless, on the prior written consent of Landlord, may contest as aforesaid and delay as aforesaid, provided that such delay would not subject Tenant or Landlord to criminal liability and Tenant (i) prosecutes the contest with due diligence and in good faith, and (ii) agrees to indemnify, defend and hold harmless Landlord and the Demised Premises notice from any chargegovernmental agency terminating or suspending or threatening termination or suspension, liability or expense whatsoever. If necessary or proper to permit Tenant so to contest the validity or application of any such law license, permit, provider agreement or ordinance, certification relating to the Leased Property and shall provide a copy of the same to Landlord shall, at Tenant's sole cost and expense, including reasonable attorney's fees incurred by Landlord, execute and deliver any appropriate papers or other documents; provided, Landlord shall not be required to execute any document or consent to any proceeding which would result in the imposition of any cost, charge, expense or penalty on Landlord or the Demised Premises(a “Material Notice”).

COMPLIANCE WITH LAWS AND ORDINANCES. 8.1 9.1 Tenant shall, throughout the term of this Lease Agreement, and at Tenant's sole cost and expense, promptly comply or cause compliance with or remove or cure any violation of any and all present and future laws, ordinances, orders, rules, regulations and requirements of all federalFederal, stateState, municipal Municipal and other governmental bodies having jurisdiction over the Demised Premises and whether the complianceappropriate departments, curing commissions, boards and officers thereof, and the orders, rules and regulations of the Board of Fire Underwriters where the Demised Premises are situated, or removal any other body now or hereafter constituted exercising lawful or valid authority over the Demised Premises, or any portion thereof, or the sidewalks, curbs, roadways, alleys, entrances or railroad track facilities adjacent or appurtenant thereto, or exercising authority 9.2 Tenant, at its sole cost and expense, shall comply with all agreements, contracts, easements, restrictions, reservations or covenants, which are of record or which Tenant may otherwise become aware of, it any, affecting the Demised Premises. Tenant shall also comply with, observe and perform all provisions and requirements of all policies of insurance at any time in force with respect to the Demised Premises and required to be obtained and maintained under the terms of Article VI hereof and shall comply with all development permits issued by governmental authorities issued in connection with development of the Demised Premises, if any. 9.3 Notwithstanding that it may be usual and customary for Landlord to assume responsibility and performance of any such violation and or all of the costs and expenses necessitated thereby shall have been foreseen or unforeseen, ordinary or extraordinaryobligations set forth in this Article IX, and whether notwithstanding any order, rule or regulation directed to Landlord to perform, Tenant hereby assumes such obligations because, by nature of this Lease Agreement, the rents and income derived from this Lease Agreement by Landlord are net rentals not to be diminished by any expense incident to the same shall be presently within the contemplation of Landlord or Tenant or shall involve any change of governmental policyownership, occupancy, use, leasing, or require structural or extraordinary repairs, alterations or additions by Tenant and irrespective possession of the costs Demised Premises or any portion thereof. 8.2 After 9.4 Upon the prior written notice to consent of Landlord, which consent shall not be unreasonably withheld or delayed, Tenant, at its sole cost and expense and without cost or expense to Landlord, shall have the right to contest the validity or application of any law or ordinance referred to in this Article VIII IX in the name of Tenant or Landlord, or both, by appropriate legal proceedings diligently conducted but only if by the terms of any such law or ordinance, compliance therewith pending the prosecution of any such proceeding, compliance therewith may legally be delayed without the incurrence of any lien, charge or liability of any kind against the Demised Premises, or any portion thereof, and without subjecting Landlord or Tenant to any liability, civil or criminal, for failure so to comply therewith until the final determination of such proceeding; provided, however, if any lien, charge or civil liability would be incurred by reason of any such delay, Tenant nevertheless, on the prior written consent of Landlord, may contest as aforesaid and delay as aforesaid, provided that such delay would not subject Tenant or Landlord to criminal liability and Tenant (i) prosecutes the contest with due diligence and in good faithfurnishes Landlord security, and (ii) agrees reasonably satisfactory to indemnifyLandlord, defend and hold harmless Landlord and the Demised Premises from against any charge, liability or expense whatsoever. If necessary or proper to permit Tenant so to contest the validity or application of any such law or ordinance, Landlord shall, at Tenant's sole cost and expense, including reasonable attorney's attorneys' fees incurred by Landlord, execute and deliver any appropriate papers or other documents; provided, Landlord shall not be required to execute any document or consent to any proceeding which would result in the imposition of any cost, charge, expense or penalty on Landlord or the Demised Premises.

COMPLIANCE WITH LAWS AND ORDINANCES. 8.1 Tenant shall, throughout the term of this Lease AgreementLease, and at Tenant's sole cost and expense, promptly comply or cause compliance with or remove or cure any violation of any and all present and future laws, ordinances, orders, rules, regulations and requirements of all federal, state, municipal and other governmental bodies having jurisdiction over the Demised Premises and the appropriate departments, commissions, boards and officers thereof and the orders, rules and regulations of any other body now or hereafter constituted exercising lawful or valid authority over the Premises, or any portion thereof; or the sidewalks, curbs, roadways, alleys, entrances or railroad track facilities adjacent or appurtenant thereto, or exercising authority with respect to the use or manner of use of the Premises, or such adjacent or appurtenant facilities, and whether the die compliance, curing or removal of any such violation and the costs and expenses necessitated thereby shall have been foreseen or unforeseen, ordinary or extraordinary, and whether or not the same shall be presently within the contemplation of Landlord or Tenant or shall involve any change of governmental policy, or require structural or extraordinary repairs, alterations or additions by Tenant and irrespective of the costs thereof. 8.2 After prior written . Landlord represents to Tenant that as of the date of this Lease, Landlord has received no notice of the Property or any portion thereof failing to comply with any applicable laws, ordinances, orders, rules, regulations or requirements of any federal, state, municipal and other governmental bodies having jurisdiction over the Premises (collectively, "Governmental Requirements"). Notwithstanding anything herein to the contrary, Tenant shall have no obligation to comply with or pay or contribute to the cost of any compliance with (i) any future Governmental Requirements that would require any alterations to the structure or foundation of the Building and which apply generally to all occupants of buildings and are not specifically occasioned by Tenant's Permitted Use (as opposed to the general use of the Premises by any lessee); provided, however, that, if any alteration to the Building is required to comply with Tenant's particular use of the Premises, then Tenant shall be responsible for such compliance and (ii) any Governmental Requirements in effect and as interpreted as of the Commencement Date regarding the Leasehold Improvements; the Premises, the Building and the Common Areas (specifically excluding, however, ongoing routine maintenance thereof which is otherwise addressed in this Lease; any work done by Tenant or on Tenant's behalf other than by Landlord; and die day to day operation of Tenant's business within the Premises). As to any law, regulation or ordinance the compliance of which is Tenant's responsibility under this Section 7.3, at its sole cost and expense and without cost or expense to Landlord, Tenant shall have the right to contest the validity application or application of any law enforcement thereof so long as such contest is conducted in good faith and at no cost or ordinance referred expense to in this Article VIII in the name of Tenant or Landlord, or both, by appropriate legal proceedings diligently conducted but only if the terms of any such law or ordinance, compliance therewith pending the prosecution of any such proceeding, may legally be delayed without the incurrence of any lien, charge or liability of any kind against the Demised Premises, or any portion thereof, Landlord and without subjecting Landlord or Tenant to any liability, civil or criminal, for failure to comply therewith until the final determination of such proceeding; provided, however, if any lien, charge or civil liability would be incurred by reason of any such delay, Tenant nevertheless, on the prior written consent of Landlord, may contest as aforesaid and delay as aforesaid, provided that such delay would not subject Tenant or Landlord to criminal liability and Tenant (i) prosecutes the contest with due diligence and in good faith, and (ii) agrees to indemnify, defend and hold harmless Landlord and the Demised Premises from any charge, liability or expense whatsoever. If necessary or proper to permit Tenant so to contest the validity or application of any such law or ordinance, Landlord shall, at Tenant's sole cost and expense, including reasonable attorney's fees incurred by Landlord, execute and deliver any appropriate papers or other documents; provided, Landlord shall not be required to execute any document or consent to any proceeding which would result in the imposition of any cost, charge, expense or penalty on Landlord or the Demised Premisesliability to Landlord.

COMPLIANCE WITH LAWS AND ORDINANCES. 8.1 Tenant shall, throughout 13.1 Throughout the term of this Lease AgreementLease, Lessee shall obey, observe and at Tenant's sole cost and expense, promptly comply or cause compliance with or remove or cure any violation of any and all present and future laws, ordinances, orders, rules, regulations and requirements of all any federal, state, state and municipal and other governmental bodies agency or authority having jurisdiction over the Demised Premises and whether the complianceoperation thereof as a skilled and/or intermediate care nursing home, curing or removal of any such violation which may be applicable to the Personal Property, and the costs nursing home and expenses necessitated thereby shall have been foreseen or unforeseenthe Demised Premises and including, ordinary or extraordinarybut not limited to the sidewalks, and whether or not the same shall be presently within the contemplation of Landlord or Tenant or shall involve any change of governmental policyalleyways, or require structural or extraordinary repairspassageways, alterations or additions by Tenant and irrespective of the costs thereof. 8.2 After prior written notice to Landlordvacant land, Tenantparking spaces, at its sole cost and expense and without cost or expense to Landlordcurb cuts, shall have the right to contest the validity or application of any law or ordinance referred to in this Article VIII in the name of Tenant or Landlord, or both, by appropriate legal proceedings diligently conducted but only if the terms of any such law or ordinance, compliance therewith pending the prosecution of any such proceeding, may legally be delayed without the incurrence of any lien, charge or liability of any kind against curbs adjoining the Demised Premises, whether or any portion thereofnot such law, ordinance, order, rules, regulation or requirement shall necessitate structural changes or improvements. 13.2 Lessee shall observe and without subjecting Landlord or Tenant to any liability, civil or criminal, for failure to comply therewith until with the final determination requirements of such proceeding; provided, however, if any lien, charge or civil liability would be incurred by reason all policies of any such delay, Tenant nevertheless, on the prior written consent of Landlord, may contest as aforesaid and delay as aforesaid, provided that such delay would not subject Tenant or Landlord to criminal public liability and Tenant (i) prosecutes the contest fire insurance and all other policies of insurance at any time in force with due diligence and in good faith, and (ii) agrees respect to indemnify, defend and hold harmless Landlord and the Demised Premises from any charge, liability or expense whatsoever. If necessary or proper to permit Tenant so to contest the validity or application of any such law or ordinance, Landlord shall, at Tenant's sole cost and expense, including reasonable attorney's fees incurred by Landlord, execute and deliver any appropriate papers or other documents; provided, Landlord shall not be required to execute any document or consent to any proceeding which would result in the imposition of any cost, charge, expense or penalty on Landlord or the Demised Premises. 13.3 Lessee shall promptly apply for and procure and keep in good standing and in full force and effect all necessary licenses, permits and certifications required by any governmental authority for the purpose of maintaining and operating on the Demised Premises a skilled and/or intermediate care nursing home which at all times shall be qualified to participate in the Medicare and/or Maricopa County reimbursement programs, as appropriate. 13.4 Lessee shall notify Lessor within twenty-four (24) hours after receipt of any notice from any governmental agency terminating or suspending or threatening termination or suspension, of any license or certification relating to the Demised Premises or the nursing home operated thereon. 13.5 Lessee shall deliver to Lessor within thirty (30) days of Lessee's receipt thereof, copies of any inspection reports or surveys from any state, federal and local governmental bodies regarding the Demised Premises.