Common use of Lease Documents Clause in Contracts

Lease Documents. (a) No Obligor may without the consent of the Majority Lenders: (i) 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 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) Xxx 0000 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 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 Agent; (xiv) consent to a Tenant (whether by itself or through contractors) undertaking any alterations (whether structural or non-structural), redevelopment, refurbishment or any other 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 extent that to do so would require any Obligor unlawfully to withhold or delay the 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) 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 availability of any amounts reserved pursuant to the terms of this Agreement for the remedy of any non-compliance with such obligations), except where 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 breach of any Lease Document, deliver a copy to the Agent.

Lease Documents. (a) No Obligor may without The Lease Documents listed on the consent of the Majority Lenders: Lease Documents Schedule (i) enter into contain all material obligations of (x) the Tenants or any Agreement for Lease; 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 under an Agreement for as set forth on EXHIBIT YY-2 attached hereto. Except as disclosed in the Lease existing Documents identified in the Lease Document Schedule or as at set forth on EXHIBIT YY-3, none of the date Tenants have been given any free rent, partial rent, rebates, rent abatements or rent concessions of this Agreement) grant or agree to grant any new Occupational Lease; kind (iii) grantincluding, or enter intowithout limitation, 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 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) Xxx 0000 or on any guarantor waiver of any such former tenant Tenant's agreement to fulfill its payment obligations 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 works in respect of any part of a Property, except such works (other than the Proposed Developmentsits Lease) that an Obligor 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 a Tenant is obligated to undertake under a Lease Document, hold any interest in which case an Obligor must give prior written notice to the Agent; (xiv) consent to a Tenant (whether by itself or through contractors) undertaking any alterations (whether structural or non-structural), redevelopment, refurbishment or any other 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 extent that to do so would require any Obligor unlawfully to withhold or delay the 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)Documents. (b) Each Obligor must: (i) diligently collect or procure to be collected all Rental Income; (ii) 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 availability of any amounts reserved pursuant to the terms of this Agreement for the remedy of any non-compliance with such obligations), except where 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 breach of any Lease Document, deliver a copy to the Agent.

Lease Documents. (a) No Obligor may without the consent A complete copy of the Majority Lenders: 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) enter into any Agreement for Lease; (ii) (other than under an Agreement for Lease existing as at 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 (which notice shall specify any Due Diligence Item not yet received); otherwise, Purchaser shall be deemed to have received all of the Due Diligence Items. Purchaser acknowledges and agrees that, except for such items which are in the public records, the Due Diligence Items are proprietary and confidential in nature and have been and/or will be made available to Purchaser solely to assist Purchaser in determining the feasibility of purchasing the Property. Purchaser agrees not to disclose the Due Diligence Items, or any of the provisions, terms or conditions thereof to any party outside of Purchaser's organization except: (i) grant 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 agree (ii) as may be required by law. Purchaser shall take such actions as are necessary so as to grant 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 new Occupational Lease; privilege or claim of confidentiality with respect thereto and no third party benefits of any kind, either expressed or implied, have been 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 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) grantneither Seller nor any director, partner, member, officer, employee or enter intoagent acting on Seller's behalf is authorized to make any representations or warranties of whatsoever kind or nature regarding either the truth, any renewal Occupational Lease, except if an Obligor is required to grant such renewal lease in accordance with the terms accuracy or completeness of the relevant Existing Lease; Due Diligence Items or the Property (other than as described herein) and (iv) agree Seller is providing the Due Diligence Items to any amendmentPurchaser (or making the Due Diligence Items available to Purchaser) solely as an accommodation to Purchaser. Purchaser further acknowledges and agrees that Purchaser shall be solely responsible for reviewing, supplementanalyzing and determining the truth, extensioncompleteness, 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 accuracy and adequacy 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 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) Xxx 0000 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 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 Agent; (xiv) consent to a Tenant (whether by itself or through contractors) undertaking any alterations (whether structural or non-structural), redevelopment, refurbishment or any other 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 extent that to do so would require any Obligor unlawfully to withhold or delay the 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)Due Diligence Items. (b) Each Obligor must: (i) diligently collect or procure to be collected all Rental Income; (ii) 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 availability of any amounts reserved pursuant to the terms of this Agreement for the remedy of any non-compliance with such obligations), except where 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 breach of any Lease Document, deliver a copy to the Agent.

Lease Documents. (a) No Obligor may without the consent A complete copy of the Majority Lenders: 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) enter into any Agreement for Lease; (ii) (other than under an Agreement for Lease existing as at 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 (which notice shall specify any Due Diligence Item not yet received); otherwise, Purchaser shall be deemed to have received all of the Due Diligence Items. Purchaser acknowledges and agrees that, except for such items which are in the public records, the Due Diligence Items are proprietary and confidential in nature and have been and/or will be made available to Purchaser solely to assist Purchaser in determining the feasibility of purchasing the Property. Purchaser agrees not to disclose the Due Diligence Items, or any of the provisions, terms or conditions thereof to any party outside of Purchaser's organization except: (i) grant 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 agree (ii) as may be required by law. Purchaser shall take such actions as are necessary so as to grant 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 new Occupational Lease; privilege or claim of confidentiality with respect thereto and no third party benefits of any kind, either expressed or implied, have been 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 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) grantneither Seller nor any director, partner, member, officer, employee or enter intoagent acting on Seller's behalf is authorized to make any representations or warranties of whatsoever kind or nature regarding either the truth, any renewal Occupational Lease, except if an Obligor is required to grant such renewal lease in accordance with the terms accuracy or completeness of the relevant Existing Lease; Due Diligence Items or the Property (other than as described herein) and (iv) agree Seller is providing the Due Diligence Items to any amendmentPurchaser (or making the Due Diligence Items available to Purchaser) solely as an accommodation to Purchaser. Purchaser further acknowledges and agrees that Purchaser shall be solely responsible for reviewing, supplementanalyzing and determining the truth, extensioncompleteness, 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 accuracy and adequacy 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 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) Xxx 0000 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 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 Agent; (xiv) consent to a Tenant (whether by itself or through contractors) undertaking any alterations (whether structural or non-structural), redevelopment, refurbishment or any other 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 extent that to do so would require any Obligor unlawfully to withhold or delay the 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)Due Diligence Items. (b) Each Obligor must: (i) diligently collect or procure to be collected all Rental Income; (ii) 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 availability of any amounts reserved pursuant to the terms of this Agreement for the remedy of any non-compliance with such obligations), except where 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 breach of any Lease Document, deliver a copy to the Agent.

Lease Documents. (a) No Obligor may without On or before the consent Contingency Expiration Date, Buyer, in its sole and absolute discretion, shall have approved the forms of the Majority Lenders: (i) 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 Build-to-Suit Lease, except if an Obligor is required Buyer/Seller Lease, Xxxx Street Lease Amendment and REA. The foregoing Due Diligence Review, Environmental Audit, and Lease Documents Contingencies are solely for Buyer’s benefit and only Buyer may determine such Contingencies to grant be satisfied or waived in writing. Buyer shall have the Contingency Period in which to satisfy or waive such renewal lease in accordance 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 terms expiration of the relevant Existing Lease; Contingency Period (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 time being of the Majority Lenders is 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 be withheld or delayed 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 do so would require any Obligor unlawfully to withhold person other than Buyer (or delay 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 giving of any consent; (ix) consent Contingencies shall be deemed satisfied or waived and the parties shall, subject to the grant satisfaction of any licence or right all other terms and conditions applicable to use or occupy any part of a Property by the tenant under a Lease Documentrespective parties’ obligations hereunder, in each case except as permitted by the Existing Leases; (x) agree be obligated to proceed to Closing. If Buyer does not provide an Approval Notice with respect to any change of use under, or (except where required to do so under the terms all of the relevant Lease DocumentContingencies during the Contingency Period, then such Contingency(ies) rent review in respect ofshall be deemed not satisfied or waived, any Lease Document; or (xi) serve any notice on any former tenant under any Lease Document (or on any guarantor and this Agreement shall automatically terminate and be 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) no further force and effect at the end of the Landlord and Tenant (Covenants) Xxx 0000 or on any guarantor Contingency Period without the further action 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 works in respect of any part of a Property, except such works (other than either party. During 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 Agent; (xiv) consent to a Tenant (whether by itself or through contractors) undertaking any alterations (whether structural or non-structural), redevelopment, refurbishment or any other 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 Contingency Period Buyer may elect not to be withheld purchase the Property for any reason or delayed 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 Deposit (if any) to the extent that to do so would require any Obligor unlawfully to withhold or delay the giving of any consent; or (xv) commenceBuyer, or enter into, any dispute resolution proceeding in respect of any Lease Document (and 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) 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 availability of any amounts reserved pursuant to the terms those provisions of this Agreement for which expressly survive the remedy termination of this Agreement, the parties hereto shall have no further obligations hereunder. In addition, upon any termination under this Section 4 or under Section 4A below, Buyer shall, upon Seller’s request and at no cost to Seller and without any representation or warranty by Buyer, deliver to Seller copies of any and all non-compliance with such obligations)privileged tests, except where such obligations are immaterialstudies, 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 reports, documents pertaining 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 Property obtained by Buyer during the sameContingency Period. (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 breach of any Lease Document, deliver a copy to the Agent.

Lease Documents. (a) No Obligor may The Borrower shall not, without the prior written consent of the Majority LendersAgent and the Banks: (i) enter into cancel, amend, supplement, modify or terminate any Agreement for LeaseLease Document (except as provided in such Lease Documents) or the Guaranty or release the Guarantor or the Lessee; (ii) sell, assign, transfer or encumber (other than under an Agreement for pursuant to the Security Documents), or otherwise dispose of (by operation of law or otherwise) any part of its interest in the Lease existing as at Documents or the date of this Agreement) grant or agree to grant any new Occupational LeaseGuaranty; (iii) grantwaive any default under or breach of any Lease Document or the Guaranty or waive, or enter intofail to enforce, 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 forgive or release any right, interest or entitlement, howsoever arising, under or in respect of any Lease Document or do, permit the Guaranty or omit vary or agree to do anything that might have such effect; (v) exercise the variation in any right to break, determine or extend way of any Lease Document; (vi) forfeit or irritate or commence any forfeiture or irritancy proceedings in respect provision of any Lease Document; (vii) grant any licence Document or right to use the Guaranty 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 performance of any tenant’s interest obligation by any other Person under any Lease Document provided that or the consent Guaranty, including without limitation, any default or breach under Section 5.1 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 consentAgreement for Facilities Lease; (ixiv) consent petition, request or take any other legal or administrative action that seeks, or may reasonably be expected, to rescind, terminate or suspend any Lease Document or the grant of any licence Guaranty or right to use amend, supplement, or occupy modify all or any part of a Property by the tenant under a Lease Document, in each case except as permitted by the Existing Leasesthereof; (x1) agree to exercise any change rights under Section 13.2 or 13.4 of use underthe Ground Lease and the Facilities Lease or Section 8.2 of the Agreement for Facilities Lease or the Agreement for Ground Lease, (2) waive any condition precedent under the Ground Lease, the Facilities Lease, the Agreement for Ground Lease or the Agreement for Facilities Lease, (3) give any consent under Section 11.8 of the Agreement for Facilities Lease or 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 (except where required to do so 4) take any action under the terms Sections 11.3, 11.5 or 19.13 of the relevant Facilities 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) Section 18.13 of the Landlord and Tenant (Covenants) Xxx 0000 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 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 Agent; (xiv) consent to a Tenant (whether by itself or through contractors) undertaking any alterations (whether structural or non-structural), redevelopment, refurbishment or any other 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 extent that to do so would require any Obligor unlawfully to withhold or delay the 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)Ground Lease. (b) Each Obligor must: (i) diligently collect or procure to be collected all Rental Income; (ii) 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 availability of any amounts reserved pursuant to the terms of this Agreement for the remedy of any non-compliance with such obligations), except where 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 breach of any Lease Document, deliver a copy to the Agent.

Lease Documents. (a) No Obligor may without the consent A complete copy of the Majority Lenders: 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) enter into any Agreement for Lease; (ii) (other than under an Agreement for Lease existing as at 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 (which notice shall specify any Due Diligence Item not yet received); otherwise, Purchaser shall be deemed to have received all of the Due Diligence Items. Purchaser acknowledges and agrees that, except for such items which are in the public records, the Due Diligence Items are proprietary and confidential in nature and have been and/or will be made available to Purchaser solely to assist Purchaser in determining the feasibility of purchasing the Property. Purchaser agrees not to disclose the Due Diligence Items, or any of the provisions, terms or conditions thereof to any party outside of Purchaser’s organization except: (i) grant 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 agree (ii) as may be required by law. Purchaser shall take such actions as are necessary so as to grant 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 new Occupational Lease; privilege or claim of confidentiality with respect thereto and no third party benefits of any kind, either expressed or implied, have been 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 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) grantneither Seller nor any director, partner, member, officer, employee or enter intoagent acting on Seller’s behalf is authorized to make any representations or warranties of whatsoever kind or nature regarding either the truth, any renewal Occupational Lease, except if an Obligor is required to grant such renewal lease in accordance with the terms accuracy or completeness of the relevant Existing Lease; Due Diligence Items or the Property (other than as described herein) and (iv) agree Seller is providing the Due Diligence Items to any amendmentPurchaser (or making the Due Diligence Items available to Purchaser) solely as an accommodation to Purchaser. Purchaser further acknowledges and agrees that Purchaser shall be solely responsible for reviewing, supplementanalyzing and determining the truth, extensioncompleteness, 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 accuracy and adequacy 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 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) Xxx 0000 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 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 Agent; (xiv) consent to a Tenant (whether by itself or through contractors) undertaking any alterations (whether structural or non-structural), redevelopment, refurbishment or any other 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 extent that to do so would require any Obligor unlawfully to withhold or delay the 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)Due Diligence Items. (b) Each Obligor must: (i) diligently collect or procure to be collected all Rental Income; (ii) 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 availability of any amounts reserved pursuant to the terms of this Agreement for the remedy of any non-compliance with such obligations), except where 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 breach of any Lease Document, deliver a copy to the Agent.