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

Compliance with Legal and Insurance Requirements. Instruments, etc Subject to Article XII regarding permitted contests, Lessee, at ---------------- its expense, shall promptly (i) comply with all Legal Requirements and Insurance Requirements regarding the use, operation, maintenance, repair and restoration of the Leased Property, Lessee's Personal Property and all Capital Additions whether or not compliance therewith may require structural changes in any of the Leased Improvements or any Capital Additions or interfere with the use and enjoyment of the Leased Property and (ii) procure, maintain and comply with all licenses, certificates of need, and other authorizations required for the use of the Leased Property, Lessee's Personal Property and all Capital Additions for the Primary Intended Use and any other use of the Leased Property, Lessee's Personal Property and all Capital Additions then being made, and for the proper erection, installation, operation and maintenance of the Leased Property, Lessee's Personal Property and all Capital Additions. Lessor may, but shall not be obligated to, enter upon the Leased Property and all Capital Additions and take such actions and incur such costs and expenses to effect such compliance as it deems advisable to protect its interest in the Leased Property and all Capital Additions, and Lessee shall reimburse Lessor for all reasonable costs and expenses incurred by Lessor in connection with such actions; provided, however, that Lessor shall not take any such actions if and for so long as Lessee is pursuing a permitted contest in accordance with and pursuant to the terms of Article XII. Lessee covenants and agrees that the Leased Property, Lessee's Personal Property and all Capital Additions shall not be used for any unlawful purpose.

Compliance with Legal and Insurance Requirements. Instruments, etc Subject to Article XII regarding relating to permitted contests, Lessee, at ---------------- its expense, (a) shall promptly (i) comply with all Legal Requirements and Insurance Requirements regarding applicable to Lessee and the use, operation, maintenance, repair and restoration of the Facilities and the Leased Property, Lessee's Personal Property and all Capital Additions whether or not compliance therewith may shall require structural changes change in any of the Leased Improvements or any Capital Additions or interfere with the use and enjoyment of the Leased Property; (b) shall not use the Leased Property and Lessee’s Personal Property for any unlawful purpose; (iic) shall procure, maintain and comply with all licenses, certificates of need, Licenses and other governmental approvals and authorizations required for the any use of the Leased Property, Property and Lessee's ’s Personal Property then being made; and (d) shall use its commercially reasonable efforts to cause all Capital Additions Tenants to acquire and maintain all licenses, certificates, permits, provider agreements and other authorizations and approvals, as well as all personal property needed to operate the Leased Property subleased to them for the Primary Intended Use and any other use of the Leased Property, Lessee's Personal Property and all Capital Additions then being made, and for the proper erection, installation, operation and maintenance of the Leased Property, Lessee's Personal Property and all Capital Additions. Lessor may, but shall not be obligated to, enter upon uses conducted on the Leased Property as may be permitted from time to time hereunder. Lessee shall indemnify and defend, at Lessee’s sole cost and expense, and hold Lessor, its successors and assigns, harmless from and against and agrees to reimburse Lessor and its successors and assigns with respect to any and all Capital Additions and take such actions and incur such claims, demands, actions, causes of action, losses, damages, liabilities, costs and expenses to effect such compliance as it deems advisable to protect its interest in the Leased Property (including, without limitation, reasonable attorneys’ fees and all Capital Additionscourt costs) of any and every kind or character, and Lessee shall reimburse Lessor for all reasonable costs and expenses known or unknown, fixed or contingent, asserted against or incurred by Lessor in connection with such actions; providedLessor, howeverits successors and assigns, that Lessor shall not take at any such actions if time and for so long as from time to time by reason or arising out of any breach by Lessee is pursuing a permitted contest in accordance with and pursuant to of any of the terms provisions of this Article XII. Lessee covenants and agrees that the Leased Property, Lessee's Personal Property and all Capital Additions shall not be used for VIII or any unlawful purposebreach or violation of any Legal Requirements.

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

Compliance with Legal and Insurance Requirements. Instruments, etc Subject to Article XII regarding relating to permitted contests, Lessee, at ---------------- its expense, shall promptly (ia)(i) comply in all material respects with all Legal Requirements and Insurance Requirements regarding applicable to Lessee and the use, operation, maintenance, repair and restoration of the Facility and the Leased Property, Lessee's Personal Property and all Capital Additions whether or not compliance therewith may shall require structural changes change in any of the Leased Improvements or any Capital Additions or interfere with the use and enjoyment of the Leased Property and (ii) cure any and all violations of Legal Requirements relating to the Leased Property now or hereafter issued or noted, including any open or expired building permits and any fines or penalties associated with the foregoing, and (b) procure, maintain and comply in all material respects with all licenses, certificates of need, Licenses and other governmental approvals and authorizations required for the any use of the Leased Property, Property and Lessee's ’s Personal Property and all Capital Additions for the Primary Intended Use and any other use of the Leased Property, Lessee's Personal Property and all Capital Additions then being made, and for the proper erection, installation, operation and maintenance of the Leased PropertyProperty or any part thereof, Lessee's Personal Property and all including, without limitation, any Capital Additions. Upon Xxxxxx’s request, Xxxxxx shall deliver copies of all such Licenses and other approvals and authorizations. Lessee shall indemnify and defend, at Xxxxxx’s sole cost and expense, and hold Lessor may, but shall not be obligated to, enter upon the Leased Property and its successors and assigns harmless from and against and agrees to reimburse Lessor and its successors and assigns with respect to any and all Capital Additions and take such actions and incur such claims, demands, actions, causes of action, losses, damages, liabilities, costs and expenses to effect such compliance as it deems advisable to protect its interest in the Leased Property (including, without limitation, reasonable attorneys’ fees and all Capital Additionscourt costs) of any and every kind or character, and Lessee shall reimburse Lessor for all reasonable costs and expenses known or unknown, fixed or contingent, asserted against or incurred by Lessor Xxxxxx and its successors and assigns, at any time and from time to time by reason or arising out of any breach by Xxxxxx of any of the representations, warranties and covenants set forth in connection with such actions; provided, however, that Lessor shall not take any such actions if and for so long as Lessee is pursuing a permitted contest in accordance with and pursuant to the terms of this Article XII. Lessee covenants and agrees that the Leased Property, Lessee's Personal Property and all Capital Additions shall not be used for any unlawful purposeVIII.

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

Compliance with Legal and Insurance Requirements. Instruments, etc Subject to Article XII regarding relating to permitted contests, Lessee, at ---------------- its expense, (a) shall promptly (i) comply with all Legal Requirements 31 and Insurance Requirements regarding applicable to Lessee and the use, operation, maintenance, repair and restoration of the Facilities and the Leased PropertyProperty (including all applicable Legal Requirements relating to Provider Based Networks with respect to ACH Facilities and ACH Remote Facilities), Lessee's Personal Property and all Capital Additions whether or not compliance therewith may shall require structural changes change in any of the Leased Improvements or any Capital Additions or interfere with the use and enjoyment of the Leased Property; (b) shall not use the Leased Property and Lessee's Personal Property for any unlawful purpose; (iic) shall procure, maintain and comply with all licenses, certificates of need, Licenses and other governmental approvals and authorizations required for the any use of the Leased Property, Property and Lessee's Personal Property then being made (including all applicable Legal Requirements relating to Provider Based Networks with respect to ACH Facilities and ACH Remote Facilities); and (d) shall use its commercially reasonable efforts to cause all Capital Additions Tenants to acquire and maintain all licenses, certificates, permits, provider agreements and other authorizations and approvals, as well as all personal property needed to operate the Leased Property subleased to them for the Primary Intended Use and any other use of the Leased Property, Lessee's Personal Property and all Capital Additions then being made, and for the proper erection, installation, operation and maintenance of the Leased Property, Lessee's Personal Property and all Capital Additions. Lessor may, but shall not be obligated to, enter upon uses conducted on the Leased Property as may be permitted from time to time hereunder. Lessee shall indemnify and defend, at Lessee's sole cost and expense, and hold Lessor, its successors and assigns, harmless from and against and agrees to reimburse Lessor and its successors and assigns with respect to any and all Capital Additions and take such actions and incur such claims, demands, actions, causes of action, losses, damages, liabilities, costs and expenses to effect such compliance as it deems advisable to protect its interest in the Leased Property (including, without limitation, reasonable attorneys' fees and all Capital Additionscourt costs) of any and every kind or character, and Lessee shall reimburse Lessor for all reasonable costs and expenses known or unknown, fixed or contingent, asserted against or incurred by Lessor in connection with such actions; providedLessor, howeverits successors and assigns, that Lessor shall not take at any such actions if time and for so long as from time to time by reason or arising out of any breach by Lessee is pursuing a permitted contest in accordance with and pursuant to of any of the terms provisions of this Article XII. Lessee covenants and agrees that the Leased Property, Lessee's Personal Property and all Capital Additions shall not be used for VIII or any unlawful purposebreach or violation of any Legal Requirements.

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

Compliance with Legal and Insurance Requirements. Instruments, etc Subject to Article XII regarding XVIII relating to permitted contests, Lesseethe Borrower Parties, at ---------------- its their expense, (a) shall promptly (i) comply with all Legal Requirements and Insurance Requirements regarding applicable to the Borrower Parties and the use, operation, maintenance, repair and restoration of the Leased Facilities and the Real Property, Lessee's Personal Property and all Capital Additions whether or not compliance therewith may shall require structural changes change in any of the Leased Improvements or any Capital Additions or interfere with the use and enjoyment of the Leased Real Property; (b) shall not use the Real Property and the Personal Property for any unlawful purpose; (iic) shall procure, maintain and comply with all licenses, certificates of need, Licenses and other governmental approvals and authorizations required for the any use of the Leased Property, Lessee's Real Property and the Personal Property and all Capital Additions for the Primary Intended Use and any other use of the Leased Property, Lessee's Personal Property and all Capital Additions then being made, and for the proper erection, installation, operation and maintenance of the Leased Real Property or any part thereof, including, without limitation, any Capital Additions; and (d) shall use its commercially reasonable efforts to cause all Tenants to acquire and maintain all licenses, certificates, permits, provider agreements and other authorizations and approvals, as well as all personal property needed to operate any portion of the Real Property to them for the Primary Intended Uses and any other uses conducted on the Real Property as may be permitted from time to time hereunder, it being acknowledged by MPT that any failure by the a Tenant under this clause (d) shall not cause (or be deemed to cause) a breach by the Borrower Parties of this Section 7.1 unless the Borrower Parties have so failed to use commercially reasonable efforts. The Borrower Parties’ use of the Real Property, Lessee's the use of all of the Borrower Parties’ Personal Property used in connection with the Real Property, and the maintenance, alteration, and operation of the same, and all Capital Additionsparts thereof, shall at all times conform to all Legal Requirements. Lessor mayUpon MPT’s request, but the Borrower Parties shall not be obligated todeliver to MPT copies of all such Licenses and other approvals and authorizations. The Borrower Parties shall indemnify and defend, enter upon the Leased Property at Borrower Parties’ sole cost and expense, and hold MPT and its successors and assigns harmless from and against and agrees to reimburse MPT and its successors and assigns with respect to any and all Capital Additions and take such actions and incur such claims, demands, actions, causes of action, losses, damages, liabilities, costs and expenses to effect such compliance as it deems advisable to protect its interest in the Leased Property (including, without limitation, reasonable attorneys’ fees and all Capital Additionscourt costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by MPT, and Lessee shall reimburse Lessor for all reasonable costs its successors and expenses incurred assigns, at any time and from time to time by Lessor in connection with such actions; provided, however, that Lessor shall not take reason or arising out of any such actions if and for so long as Lessee is pursuing a permitted contest in accordance with and pursuant to breach by the terms Borrower Parties of any of the provisions of this Article XII. Lessee covenants and agrees that the Leased Property, Lessee's Personal Property and all Capital Additions shall not be used for VII or any unlawful purposebreach or violation of any Legal Requirements.

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