Common use of Sublease Limitations Clause in Contracts

Sublease Limitations. In addition to the sublease limitations as set forth in Section 24.1 above, anything contained in this Lease to the contrary notwithstanding, Lessee shall not sublet the Leased Property on any basis such that the rental to be paid by the sublessee or subtenant thereunder would be based, in whole or in part, on either (a) the income or profits derived by the business activities of the sublessee or subtenant, or (b) any other formula such that any portion of the sublease rental received by Lessor would fail to qualify as "rents from real property" within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto. Provided also, Lessee shall not sublet any portion of the Leased Property for a term extending beyond the Fixed Term hereof without the express consent of Lessor. In addition, all subleases shall comply with the Healthcare Laws. Lessor and Lessee acknowledge and agree that all subleases entered into relating to the Leased Property, whether or not approved by Lessor, shall not, without the prior written consent of Lessor, be deemed to be a direct lease between Lessor and any sublessee or subtenant. Lessee agrees that all subleases submitted for Lessor approval as provided herein must include provisions to the effect that (a) such sublease is subject and subordinate to all of the terms and provisions of this Lease, to the rights of Lessor hereunder, and to all financing documents relating to any Lessor financing in connection with the Facility, (b) in the event this Lease shall terminate or be terminated before the expiration of the sublease, the sublessee or subtenant will, at Lessor's option, attorn to Lessor and waive any right the sublessee or subtenant may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease, (c) at Lessor's option, the sublease may be terminated or left in place by Lessor in the event of a termination of this Lease, (d) the obligations and performance of the sublessee or subtenant must be guaranteed by guarantors acceptable to Lessor, (e) sublessee or subtenant shall from time to time upon request of Lessee or Lessor furnish within ten (10) days from request an estoppel certificate in form and content acceptable to Lessor or its lender relating to the sublease, (f) in the event the sublessee or subtenant receives a written notice from Lessor or Lessor's assignees, if any, stating that Lessee is in default under this Lease, the sublessee or subtenant shall thereafter be obligated to pay all rentals accruing under said sublease directly to the party giving such notice, or as such party may direct (all rentals received from the sublessee by Lessor or Lessor's assignees, if any, as the case may be, shall be credited against the amounts owing by Lessee under this Lease), (g) and that such sublease shall at all times be subject to the obligations and requirements as set forth in this Article XXIV, and (h) sublessee or subtenant shall provide to Lessor upon written request such officer's certificates and financial statements as Lessor may request from time to time.

Sublease Limitations. In addition to the sublease limitations as set forth in Section 24.1 above, anything contained in this Lease to the contrary notwithstanding, Lessee shall not sublet the Leased Property on any basis such that the rental to be paid by the sublessee or subtenant thereunder would be based, in whole or in part, on either (a) the income or profits derived by the business activities of the sublessee or subtenant, or (b) any other formula such that any portion of the sublease rental received by Lessor would fail to qualify as "rents from real property" within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto. Provided also, Lessee shall not sublet any portion of the Leased Property for a term extending beyond the Fixed Term hereof without the express consent of Lessor. In addition, all subleases shall comply with the Healthcare Laws. Lessor and Lessee acknowledge and agree that all subleases entered into relating to the Leased Property, whether or not approved by Lessor, shall not, without the prior written consent of Lessor, be deemed to be a direct lease between Lessor and any sublessee or subtenant. Lessee agrees that all subleases submitted for Lessor approval as provided herein must include provisions to the effect that (a) such sublease is subject and subordinate to all of the terms and provisions of this Lease, to the rights of Lessor hereunder, and to all financing documents relating to any Lessor financing in connection with the Facility, (b) in the event this Lease shall terminate or be terminated before the expiration of the sublease, the sublessee or subtenant will, at Lessor's option, attorn to Lessor and waive any right the sublessee or subtenant may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease, (c) at Lessor's option, the sublease may be terminated or left in place by Lessor in the event of a termination of this Lease, (d) the obligations and performance of the sublessee or subtenant must be guaranteed by guarantors acceptable to Lessor, (e) sublessee or subtenant shall from time to time upon request of Lessee or Lessor furnish within ten (10) days from request an estoppel certificate in form and content acceptable to Lessor or its lender relating to the sublease, (f) in the event the sublessee or subtenant receives a written notice from Lessor or Lessor's assignees, if any, stating that Lessee is in default under this Lease, the sublessee or subtenant shall thereafter be obligated to pay all rentals accruing under said sublease directly to the party giving such notice, or as such party may direct (all rentals received from the sublessee by Lessor or Lessor's assignees, if any, as the case may be, shall be credited against the amounts owing by Lessee under this Lease), (g) and that such sublease shall at all times be subject to the obligations and requirements as set forth in this Article XXIV, and (h) sublessee or subtenant shall provide to Lessor upon written request such officer's certificates and financial statements as Lessor may request from time to time. Notwithstanding anything contained herein to the contrary, Lessor acknowledges that Lessee has entered into that certain Interim Lease between Lessee, as landlord, and Sherman Oaks Health System, a California non-profit public benefit cxxxxxxxion ("Sherman Oaks"), as tenant (the "Sherman Oaks Sublease"). In the evenx xxx Xherman Oaks Sublease termxxxxxx before Lessee obtains all licenses, xxxxxxs and provider numbers necessary to operate the Facility, then this Lease shall automatically terminate upon the termination of the Sherman Oaks Sublease.

Sublease Limitations. In addition to the sublease limitations as set forth in Section 24.1 above22.1(b), and notwithstanding anything contained in this Lease to the contrary notwithstandingcontrary, Lessee shall not sublet the Leased Property on any basis such that the rental to be paid by the sublessee or subtenant Tenant thereunder would be based, in whole or in part, on either (a) the income or profits derived by the business activities of the sublessee or subtenantTenant, or (b) any other formula such that any portion of the sublease rental received by Lessor would fail to qualify as "rents from real property" within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto. Provided alsoMoreover, Lessee shall not sublet any portion of the Leased Property for a term extending beyond the Fixed Term hereof (unless such extended term is expressly subject to Lessee duly exercising its option under this Lease to extend the Term for an Extension Term), without the express consent of Lessor, not to be unreasonably withheld, conditioned or delayed. In addition, all subleases Tenants and Tenant Leases shall comply with the Healthcare Laws. Lessor and Lessee acknowledge and agree that all subleases entered into relating to the Leased Property, whether or not approved by Lessor, shall not, without the prior written consent of Lessor, be deemed to be a direct lease between Lessor and any sublessee or subtenant. Lessee agrees that all subleases submitted for Lessor approval as provided herein must include provisions to the effect that (ai) such sublease Tenant Lease is subject and subordinate to all of the terms and provisions of this Lease, to the rights of Lessor hereunder, and to all financing documents relating to any Lessor financing in connection with the FacilityLeased Property, (bii) in the event this Lease shall terminate or be terminated before the expiration of the subleaseTenant Lease, the sublessee or subtenant Tenant will, at Lessor's option, exercisable at any time in Lessor's discretion, attorn to Lessor and waive any right the sublessee or subtenant Tenant may have to terminate the sublease Tenant Lease or to surrender possession thereunder, thereunder as a result of the termination of this Lease, (ciii) at Lessor's option, the sublease may be terminated or left in place by Lessor in the event of a termination of this Lease, (d) the obligations and performance of the sublessee or subtenant must be guaranteed by guarantors acceptable to Lessor, (e) sublessee or subtenant Tenant shall from time to time upon request of Lessee or Lessor furnish within ten twenty (1020) days from request an estoppel certificate in form and content reasonably acceptable to Lessor or its lender any Facility Lender relating to the subleaseTenant Lease, (fiv) in the event the sublessee or subtenant Tenant receives a written notice from Lessor or Lessor's assigneessuccessor or assign, if any, stating that Lessee is in default an Event of Default has occurred under this Lease, the sublessee or subtenant Tenant shall thereafter be obligated to pay all rentals accruing under said sublease Tenant Lease directly to the party giving such notice, or as such party may direct (all rentals received from the sublessee Tenant by Lessor or Lessor's assigneessuccessor or assign, if any, as the case may be, shall be credited against the amounts owing by Lessee under this Lease), (gvi) and that such sublease Tenant Lease shall at all times be subject to the obligations and requirements as set forth in this Article XXIVXXII, and (hvii) sublessee or subtenant Tenant shall provide to Lessor upon written request such officer's certificates and financial statements as Lessor may reasonably request from time to time.

Sublease Limitations. In addition to the sublease limitations as set forth in Section 24.1 23.1, above, and notwithstanding anything contained in this Lease to the contrary notwithstandingcontrary, Lessee shall not sublet the Leased Property on any basis such that the rental to be paid by the sublessee or subtenant Tenant thereunder would be based, in whole or in part, on either (a) the income or profits derived by the business activities of the sublessee or subtenantTenant, or (b) any other formula such that any portion of the sublease Tenant Lease rental received by Lessor would fail to qualify as "“rents from real property" ” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto. Provided alsoMoreover, Lessee shall not sublet any portion of the Leased Property for a term extending beyond the Fixed Term hereof without the express consent of Lessor. In addition, all subleases Tenant Leases shall comply in all material respects with the Healthcare Laws. Lessor and Lessee acknowledge and agree that all subleases Tenant Leases entered into relating to the Leased Property, whether or not approved by Lessor, shall not, without the prior written consent of Lessor, be deemed to be a direct lease between Lessor and any sublessee or subtenantTenant. Lessee agrees that all subleases submitted for Lessor approval as provided herein Tenant Leases executed after the Initial Commencement Date must include provisions to the effect that (ai) such sublease is subject and subordinate to all of the terms and provisions of this Lease, to the rights of Lessor hereunder, and to all financing documents relating to any Lessor financing Facility Loan in connection with the FacilityLeased Property, (bii) in the event this Lease shall terminate or be terminated before the expiration of the subleaseTenant Lease, the sublessee or subtenant Tenant will, at Lessor's ’s option, exercisable at any time in Lessor’s discretion, attorn to Lessor and waive any right the sublessee or subtenant Tenant may have to terminate the sublease or to surrender possession thereunder, thereunder as a result of the termination of this Lease, (ciii) in the event of a termination of this Lease with respect to all or the applicable Property, at Lessor's ’s option, exercisable at any time in Lessor’s discretion, the sublease may be terminated or left in place by Lessor in the event of a termination of this Lease, (d) the obligations and performance of the sublessee or subtenant must be guaranteed by guarantors acceptable to Lessor, (eiv) sublessee or subtenant Tenant shall from time to time upon request of Lessee or Lessor furnish within ten twenty (1020) days from request an estoppel certificate in form and content reasonably acceptable to Lessor or its lender any Facility Lender relating to the subleaseTenant Lease, (fv) in the event the sublessee or subtenant Tenant receives a written notice from Lessor or Lessor's ’s assignees, if any, stating that Lessee is in default an Event of Default under this LeaseLease has occurred, the sublessee or subtenant shall Tenant shall, to the extent specified in such notice, thereafter be obligated to pay all rentals accruing under said sublease Tenant Lease directly to the party Person giving such notice, or as such party Person may direct direct, and such Tenant shall be entitled to conclusively rely on such notice (all rentals received from the sublessee Tenant by Lessor or Lessor's ’s assignees, if any, as the case may be, shall be credited against the amounts owing by Lessee under this Lease), and (gvi) and that such sublease Tenant Lease shall at all times be subject to the obligations and requirements as set forth in this Article XXIVXXIII. Lessee acknowledges and agrees that the provisions of this Section 23.2 shall be applicable to all tenants, and (h) sublessee subtenants or subtenant shall provide to Lessor upon licensees of any material portion of the Leased Property, whether under a Tenant Lease or any other written request such officer's certificates and financial statements as Lessor may request from time to timeLease, sublease, license or rental agreement.

Sublease Limitations. In addition to the sublease limitations as set forth in Section 24.1 23.1, above, and notwithstanding anything contained in this Lease to the contrary notwithstandingcontrary, Lessee shall not sublet the Leased Property on any basis such that the rental to be paid by the sublessee or subtenant Tenant thereunder would be based, in whole or in part, on either (a) the income or profits derived by the business activities of the sublessee or subtenantTenant, or (b) any other formula such that any portion of the sublease Tenant Lease rental received by Lessor would fail to qualify as "“rents from real property" ” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto. Provided alsoMoreover, Lessee shall not sublet any portion of the Leased Property for a term extending beyond the Fixed Term hereof without the express consent of Lessor. In addition, all subleases Tenant Leases shall comply in all material respects with the Healthcare Laws. Lessor and Lessee acknowledge and agree that all subleases Tenant Leases entered into relating to the Leased Property, whether or not approved by Lessor, shall not, without the prior written consent of Lessor, be deemed to be a direct lease between Lessor and any sublessee or subtenantTenant. Lessee agrees that all subleases submitted for Lessor approval as provided herein Tenant Leases must include provisions to the effect that (ai) such sublease is subject and subordinate to all of the terms and provisions of this Lease, to the rights of Lessor hereunder, and to all financing documents relating to any Lessor financing Facility Loan in connection with the FacilityLeased Property, (bii) in the event this Lease shall terminate or be terminated before the expiration of the subleaseTenant Lease, the sublessee or subtenant Tenant will, at Lessor's ’s option, exercisable at any time in Lessor’s discretion, attorn to Lessor and waive any right the sublessee or subtenant Tenant may have to terminate the sublease or to surrender possession thereunder, thereunder as a result of the termination of this Lease, (ciii) in the event of a termination of this Lease with respect to all or the applicable Property, at Lessor's ’s option, exercisable at any time in Lessor’s discretion, the sublease may be terminated or left in place by Lessor in the event of a termination of this Lease, (d) the obligations and performance of the sublessee or subtenant must be guaranteed by guarantors acceptable to Lessor, (eiv) sublessee or subtenant Tenant shall from time to time upon request of Lessee or Lessor furnish within ten twenty (1020) days from request an estoppel certificate in form and content reasonably acceptable to Lessor or its lender any Facility Lender relating to the sublease, (f) in the event the sublessee or subtenant receives a written notice from Lessor or Lessor's assignees, if any, stating that Lessee is in default under this Tenant Lease, the sublessee or subtenant shall thereafter be obligated to pay all rentals accruing under said sublease directly to the party giving and (v) such notice, or as such party may direct (all rentals received from the sublessee by Lessor or Lessor's assignees, if any, as the case may be, shall be credited against the amounts owing by Lessee under this Lease), (g) and that such sublease Tenant Lease shall at all times be subject to the obligations and requirements as set forth in this Article XXIV, and (h) sublessee or subtenant shall provide to Lessor upon written request such officer's certificates and financial statements as Lessor may request from time to timeXXIII.

Sublease Limitations. (a) In addition to the sublease limitations as set forth in Section 24.1 23.1 above, anything contained in this Lease to the contrary notwithstanding, Lessee shall not sublet enter into any Tenant Lease the Leased Property on any basis such that the rental to be paid by the sublessee terms of which Lessee actually knows (acting in good faith) would or subtenant thereunder would be based, could result in whole or in part, on either (ai) the income or profits derived by the business activities of the sublessee or subtenant, or (b) any other formula such that any portion of the sublease rental received by Lessor would fail to qualify Rent payable under this Lease not qualifying as "rents from real property" within the meaning of as defined in Section 856(d) of the Code, or any similar or successor provision thereto. Provided also; provided, however, that notwithstanding anything herein to the contrary, (a) Lessee shall not be responsible for any act or omission of Lessor, and (b) any action taken by Lessee in compliance with the express terms of this Lease shall not be deemed to create an Event of Default under this Section 23.2(a). (b) Lessee shall not sublet any portion of the Leased Property for a term extending beyond the Fixed Term hereof without the express consent of Lessor. In addition, all subleases shall comply with the Healthcare Laws. Lessor and Lessee acknowledge and agree that all subleases entered into relating to the Leased Property, whether or not approved by Lessor, shall not, without the prior written consent of Lessor, be deemed to be a direct lease between Lessor and any sublessee or subtenant. Lessee agrees that all subleases submitted for Lessor approval as provided herein must include (other than the Existing Sublease executed by Dr. Beth Dupree and any future sublease to be entered into with Dr. Xxx Xxxxxxxx xx Dr. Robert Riley which, provided such individual xxxxxxxx x sublease subxxxxxxxxxx ximilar to Dr. Dupree's, shall not be subject to any of the succeeding requiremxxxx xx xxx extent Dr. Dupree's Existing Sublease was not subject to such requirements) xxxx xxxxxxe provisions to the effect that (a) such sublease is subject and subordinate to all of the terms and provisions of this Lease, to the rights of Lessor hereunder, and to all financing documents relating matters to any Lessor financing in connection with the Facilitywhich this Lease is or shall be subject or subordinate, (b) in the event this Lease shall terminate or be terminated before the expiration of the sublease, the sublessee or subtenant will, at Lessor's option, attorn to Lessor and waive any right the sublessee or subtenant may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease, (c) at Lessor's option, the sublease may be terminated or left in place by Lessor in the event this Lease is terminated and Lessor succeeds to the interest of a termination Lessee under the sublease, sublessee shall comply with all provisions of this LeaseLease that address the payment of taxes, insurance, utilities, and all costs of maintenance and repair of the premises subleased under the sublease, including, without limitation, extraordinary repairs, capital improvements and other repairs, it being understood that Lessor leases its facilities on an absolute net basis with subtenants or sublessees responsible for all such payments and costs of such maintenance and repair, (d) the obligations and performance of the sublessee or subtenant must be guaranteed by guarantors acceptable to Lessor, (e) sublessee or subtenant shall from time to time upon request of Lessee or Lessor furnish within ten (10) days from request an estoppel certificate in form and content acceptable to Lessor or its lender relating to the sublease, (fe) in the event the sublessee or subtenant receives a written notice from Lessor or Lessor's assignees, if any, stating that Lessee is in default a Default or an Event of Default has occurred under this Lease, the sublessee or subtenant shall thereafter be obligated to pay all rentals accruing under said sublease directly to the party giving such notice, or as such party may direct (all rentals received from the sublessee by Lessor or Lessor's assignees, if any, as the case may be, shall be credited against the amounts owing by Lessee under this Lease), (g) and that such sublease shall at all times be subject to the obligations and requirements as set forth in this Article XXIVXXIII, and (h) sublessee or subtenant shall provide to Lessor upon written request such officer's certificates and financial statements as Lessor may request from time to time, and (i) sublessee will execute and deliver the subordination agreement as required in Section 23.3 hereof.

Sublease Limitations. In addition to the sublease limitations as set forth in Section 24.1 23.1, above, and notwithstanding anything contained in this Lease to the contrary notwithstandingcontrary, Lessee shall not sublet the Leased Property on any basis such that the rental to be paid by the sublessee or subtenant Tenant thereunder would be based, in whole or in part, on either (a) the income or profits derived by the business activities of the sublessee or subtenantTenant, or (b) any other formula such that any portion of the sublease Tenant Lease rental received by Lessor would fail to qualify as "“rents from real property" ” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto. Provided alsoMoreover, Lessee shall not sublet any portion of the Leased Property for a term extending beyond the Fixed Term hereof without the express consent of Lessor. In addition, all subleases Tenant Leases shall comply with the Healthcare Laws. Lessor and Lessee acknowledge and agree that all subleases Tenant Leases entered into relating to the Leased Property, whether or not approved by Lessor, shall not, without the prior written consent of Lessor, be deemed to be a direct lease between Lessor and any sublessee or subtenantTenant. Lessee agrees that all subleases Tenant Lease submitted for Lessor approval as provided herein must include provisions to the effect that (ai) such sublease is subject and subordinate to all of the terms and provisions of this Lease, to the rights of Lessor hereunder, and to all financing documents relating to any Lessor financing Facility Loan in connection with the FacilityLeased Property, (bii) in the event this Lease shall terminate or be terminated before the expiration of the subleaseTenant Lease, the sublessee or subtenant Tenant will, at Lessor's ’s option, exercisable at any time in Lessor’s discretion, attorn to Lessor and waive any right the sublessee or subtenant Tenant may have to terminate the sublease or to surrender possession thereunder, thereunder as a result of the termination of this Lease, (ciii) in the event of a termination of this Lease with respect to all or the applicable portion of the Leased Property, at Lessor's ’s option, exercisable at any time in Lessor’s discretion, the sublease may be terminated or left in place by Lessor in the event of a termination of this Lease, (d) the obligations and performance of the sublessee or subtenant must be guaranteed by guarantors acceptable to Lessor, (eiv) sublessee or subtenant Tenant shall from time to time upon request of Lessee or Lessor furnish within ten (10) days from request an estoppel certificate in form and content acceptable to Lessor or its lender any Facility Lender relating to the subleaseTenant Lease, (fv) in the event the sublessee or subtenant Tenant receives a written notice from Lessor or Lessor's ’s assignees, if any, stating that Lessee is in default an Event of Default under this LeaseLease has occurred, the sublessee or subtenant shall Tenant shall, to the extent specified in such notice, thereafter be obligated to pay all rentals accruing under said sublease Tenant Lease directly to the party Person giving such notice, or as such party Person may direct direct, and such Tenant shall be entitled to conclusively rely on such notice (all rentals received from the sublessee Tenant by Lessor or Lessor's ’s assignees, if any, as the case may be, shall be credited against the amounts owing by Lessee under this Lease), (gvi) and that such sublease Tenant Lease shall at all times be subject to the obligations and requirements as set forth in this Article XXIVXXIII, and (hvii) sublessee or subtenant Tenant shall provide to Lessor upon written request such officer's ’s certificates and financial statements as Lessor may request from time to time.

Sublease Limitations. In addition to the sublease limitations as set forth in Section 24.1 23.1, above, and notwithstanding anything contained in this Lease to the contrary notwithstandingcontrary, Lessee shall not sublet the Leased Property on any basis such that the rental to be paid by the sublessee or subtenant Tenant thereunder would be based, in whole or in part, on either (a) the income or profits derived by the business activities of the sublessee or subtenantTenant, or (b) any other formula such that any portion of the sublease Tenant Lease rental received by Lessor would fail to qualify as "“rents from real property" ” within the meaning of Section 856(d856( d) of the Code, or any similar or successor provision thereto. Provided also, Moreover Lessee shall not sublet any portion of the Leased Property for a term extending beyond the Fixed Term hereof without the express consent of Lessor. In addition, all subleases Tenant Leases shall comply with the Healthcare Laws. Lessor and Lessee acknowledge and agree that all subleases Tenant Leases entered into relating to the Leased Property, whether or not approved by Lessor, shall not, without the prior written consent of Lessor, be deemed to be a direct lease between Lessor and any sublessee or subtenantTenant. Lessee agrees that all subleases Tenant Lease submitted for Lessor approval as provided herein must include provisions to the effect that (ai) such sublease is subject and subordinate to all of the terms and provisions of this Lease, to the rights of Lessor hereunder, and to all financing documents relating to any Lessor financing Facility Loan in connection with the FacilityLeased Property, (bii) in the event this Lease shall terminate or be terminated before the expiration of the subleaseTenant Lease, the sublessee or subtenant Tenant will, at Lessor's ’s option, exercisable at any time in Lessor’s discretion, attorn to Lessor and waive any right the sublessee or subtenant Tenant may have to terminate the sublease or to surrender possession thereunder, thereunder as a result of the termination of this Lease, (ciii) in the event of a termination of this Lease with respect to all or the applicable portion of the Leased Property, at Lessor's ’s option, exercisable at any time in Lessor’s discretion, the sublease may be terminated or left in place by Lessor in the event of a termination of this Lease, (d) the obligations and performance of the sublessee or subtenant must be guaranteed by guarantors acceptable to Lessor, (eiv) sublessee or subtenant Tenant shall from time to time upon request of Lessee or Lessor furnish within ten (10I 0) days from request an estoppel certificate in form and content acceptable to Lessor or its lender any Facility Lender relating to the subleaseTenant Lease, (fv) in the event the sublessee or subtenant Tenant receives a written notice from Lessor or Lessor's ’s assignees, if any, stating that Lessee is in default an Event of Default under this LeaseLease has occurred, the sublessee or subtenant shall Tenant shall, to the extent specified in such notice, thereafter be obligated to pay all rentals accruing under said sublease Tenant Lease directly to the party Person giving such notice, or as such party Person may direct direct, and such Tenant shall be entitled to conclusively rely on such notice (all rentals received from the sublessee Tenant by Lessor or Lessor's ’s assignees, if any, as the case may be, shall be credited against the amounts owing by Lessee under this Lease), (gvi) and that such sublease Tenant Lease shall at all times be subject to the obligations and requirements as set forth in this Article XXIVXXIII, and (hvii) sublessee or subtenant Tenant shall provide to Lessor upon written request such officer's ’s certificates and financial statements as Lessor may request from time to time.

Sublease Limitations. In addition to the sublease limitations as set forth in Section 24.1 above22.1, and notwithstanding anything contained in this Lease to the contrary notwithstandingcontrary, Lessee shall not sublet the Leased Property on any basis such that the rental to be paid by the sublessee or subtenant Tenant thereunder would be based, in whole or in part, on either (a) the income or profits derived by the business activities of the sublessee or subtenantTenant, or (b) any other formula such that any portion of the sublease rental received by Lessor would fail to qualify as "“rents from real property" ” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto. Provided alsoMoreover, Lessee shall not sublet any portion of the Leased Property for a term extending beyond the Fixed Term hereof without the express consent of Lessor, not to be unreasonably withheld, conditioned or delayed. In addition, all subleases Tenants and Tenant Leases shall comply with the Healthcare Laws. Lessor and Lessee acknowledge and agree that all subleases entered into relating to the Leased Property, whether or not approved by Lessor, shall not, without the prior written consent of Lessor, be deemed to be a direct lease between Lessor and any sublessee or subtenant. Lessee agrees that all subleases submitted for Lessor approval as provided herein must include provisions to the effect that (ai) such sublease Tenant Lease is subject and subordinate to all of the terms and provisions of this Lease, to the rights of Lessor hereunder, and to all financing documents relating to any Lessor financing in connection with the FacilityLeased Property, (bii) in the event this Lease shall terminate or be terminated before the expiration of the subleaseTenant Lease, the sublessee or subtenant Tenant will, at Lessor's ’s option, exercisable at any time in Lessor’s discretion, attorn to Lessor and waive any right the sublessee or subtenant Tenant may have to terminate the sublease Tenant Lease or to surrender possession thereunder, thereunder as a result of the termination of this Lease, (ciii) at Lessor's option, the sublease may be terminated or left in place by Lessor in the event of a termination of this Lease, (d) the obligations and performance of the sublessee or subtenant must be guaranteed by guarantors acceptable to Lessor, (e) sublessee or subtenant Tenant shall from time to time upon request of Lessee or Lessor furnish within ten twenty (1020) days from request an estoppel certificate in form and content reasonably acceptable to Lessor or its lender any Facility Lender relating to the subleaseTenant Lease, (fiv) in the event the sublessee or subtenant Tenant receives a written notice from Lessor or Lessor's assignees’s successor or assign, if any, stating that Lessee is in default an Event of Default has occurred under this Lease, the sublessee or subtenant Tenant shall thereafter be obligated to pay all rentals accruing under said sublease Tenant Lease directly to the party giving such notice, or as such party may direct (all rentals received from the sublessee Tenant by Lessor or Lessor's assignees’s successor or assign, if any, as the case may be, shall be credited against the amounts owing by Lessee under this Lease), (gvi) and that such sublease Tenant Lease shall at all times be subject to the obligations and requirements as set forth in this Article XXIVXXII, and (hvii) sublessee or subtenant Tenant shall provide to Lessor upon written request such officer's ’s certificates and financial statements as Lessor may reasonably request from time to time.

Sublease Limitations. In addition to the sublease limitations as set forth in Section 24.1 23.1, above, and notwithstanding anything contained in this Lease to the contrary notwithstandingcontrary, Lessee shall not sublet the Leased Property on any basis such that the rental to be paid by the sublessee or subtenant Tenant thereunder would be based, in whole or in part, on either (a) the income or profits derived by the business activities of the sublessee or subtenantTenant, or (b) any other formula such that any portion of the sublease Tenant Lease rental received by Lessor would fail to qualify as "“rents from real property" ” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto. Provided alsoMoreover, Lessee shall not sublet any portion of the Leased Property for a term extending beyond the Fixed Term hereof without the express consent of Lessor. In addition, all subleases Tenant Leases shall comply in all material respects with the Healthcare Laws. Lessor and Lessee acknowledge and agree that all subleases Tenant Leases entered into relating to the Leased Property, whether or not approved by Lessor, shall not, without the prior written consent of Lessor, be deemed to be a direct lease between Lessor and any sublessee or subtenantTenant. Lessee agrees that all subleases submitted for Lessor approval as provided herein Tenant Leases must include provisions to the effect that (ai) such sublease is subject and subordinate to all of the terms and provisions of this Lease, to the rights of Lessor hereunder, and to all financing documents relating to any Lessor financing Facility Loan in connection with the FacilityLeased Property, (bii) in the event this Lease shall terminate or be terminated before the expiration of the subleaseTenant Lease, the sublessee or subtenant Tenant will, at Lessor's ’s option, exercisable at any time in Lessor’s discretion, attorn to Lessor and waive any right the sublessee or subtenant Tenant may have to terminate the sublease or to surrender possession thereunder, thereunder as a result of the termination of this Lease, (ciii) in the event of a termination of this Lease with respect to all or the applicable Property, at Lessor's ’s option, exercisable at any time in Lessor’s discretion, the sublease may be terminated or left in place by Lessor in the event of a termination of this Lease, (d) the obligations and performance of the sublessee or subtenant must be guaranteed by guarantors acceptable to Lessor, (eiv) sublessee or subtenant Tenant shall from time to time upon request of Lessee or Lessor furnish within ten twenty (1020) days from request an estoppel certificate in form and content reasonably acceptable to Lessor or its lender any Facility Lender relating to the subleaseTenant Lease, (fv) in the event the sublessee or subtenant Tenant receives a written notice from Lessor or Lessor's ’s assignees, if any, stating that Lessee is in default an Event of Default under this LeaseLease has occurred, the sublessee or subtenant shall Tenant shall, to the extent specified in such notice, thereafter be obligated to pay all rentals accruing under said sublease Tenant Lease directly to the party Person giving such notice, or as such party Person may direct direct, and such Tenant shall be entitled to conclusively rely on such notice (all rentals received from the sublessee Tenant by Lessor or Lessor's ’s assignees, if any, as the case may be, shall be credited against the amounts owing by Lessee under this Lease), and (gvi) and that such sublease Tenant Lease shall at all times be subject to the obligations and requirements as set forth in this Article XXIV, and (h) sublessee or subtenant shall provide to Lessor upon written request such officer's certificates and financial statements as Lessor may request from time to timeXXIII.

Sublease Limitations. In addition to the sublease limitations as set forth in Section 24.1 above, anything contained in this Lease to the contrary notwithstanding, Lessee shall not sublet the Leased Property on any basis such that the rental to be paid by the sublessee or subtenant thereunder would be based, in whole or in part, on either (a) the income or profits derived by the business activities of the sublessee or subtenant, or (b) any other formula such that any portion of the sublease rental received by Lessor would fail to qualify as "rents from real property" within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto. Provided also, Lessee shall not sublet any portion of the Leased Property for a term extending beyond the Fixed Term hereof without the express consent of Lessor. In addition, all subleases shall comply with the Healthcare Laws. Lessor and Lessee acknowledge and agree that all subleases entered into relating to the Leased Property, whether or not approved by Lessor, shall not, without the prior written consent of Lessor, be deemed to be a direct lease between Lessor and any sublessee or subtenant. Lessee agrees that all subleases submitted for Lessor approval as provided herein must include provisions to the effect that (a) such sublease is subject and subordinate to all of the terms and provisions of this Lease, to the rights of Lessor hereunder, and to all financing documents relating to any Lessor financing in connection with the Facility, (b) in the event this Lease shall terminate or be terminated before the expiration of the sublease, the sublessee or subtenant will, at Lessor's option, attorn to Lessor and waive any right the sublessee or subtenant may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease, (c) at Lessor's option, the sublease may be terminated or left in place by Lessor in the event of a termination of this Lease, (d) the obligations and performance of the sublessee or subtenant must be guaranteed by guarantors acceptable to Lessor, (e) sublessee or subtenant shall from time to time upon request of Lessee or Lessor furnish within ten (10) days from request an estoppel certificate in form and content acceptable to Lessor or its lender relating to the sublease, (f) in the event the sublessee or subtenant receives a written notice from Lessor or Lessor's assignees, if any, stating that Lessee is in default under this Lease, the sublessee or subtenant shall thereafter be obligated to pay all rentals accruing under said sublease directly to the party giving such notice, or as such party may direct (all rentals received from the sublessee by Lessor or Lessor's assignees, if any, as the case may be, shall be credited against the amounts owing by Lessee under this Lease), (g) and that such sublease shall at all times be subject to the obligations and requirements as set forth in this Article XXIV, and (h) sublessee or subtenant shall provide to Lessor upon written request such officer's certificates and financial statements as Lessor may request from time to time. Notwithstanding anything contained herein to the contrary, Lessor acknowledges that Lessee has entered into that certain Interim Lease between Lessee, as landlord, and Ocadian Care Centers, LLC, a California limited liability company, as tenant (the "Ocadian Sublease"). In the event the Ocadian Sublease terminates before Lessee obtains all licenses, permits and provider numbers necessary to operate the Facility, then this Lease shall automatically terminate upon the termination of the Ocadian Sublease. Lessor further acknowledges and agrees that in connection with Lessee's proposed conversion of the Facility's existing skilled nursing beds to long-term acute care beds, Lessee may enter into a sublease agreement with Redding Specialty Hospital, LLC, which sublease shall be subject to Lessor's approval, such approval not to be unreasonably withheld, conditioned or delayed.

Sublease Limitations. (a) In addition to the sublease limitations as set forth in Section 24.1 23.1 above, anything contained in this Lease to the contrary notwithstanding, Lessee shall not sublet enter into any Tenant Lease the Leased Property on any basis such that the rental to be paid by the sublessee terms of which Lessee actually knows (acting in good faith) would or subtenant thereunder would be based, could result in whole or in part, on either (ai) the income or profits derived by the business activities of the sublessee or subtenant, or (b) any other formula such that any portion of the sublease rental received by Lessor would fail to qualify Rent payable under this Lease not qualifying as "rents from real property" within the meaning of as defined in Section 856(d) of the Code, or any similar or successor provision thereto. Provided also; provided, however, that notwithstanding anything herein to the contrary, (a) Lessee shall not be responsible for any act or omission of Lessor, and (b) any action taken by Lessee in compliance with the express terms of this Lease shall not be deemed to create an Event of Default under this Section 23.2(a). (b) Lessee shall not sublet any portion of the Leased Property for a term extending beyond the Fixed Term hereof without the express consent of Lessor. In addition, all subleases shall comply with the Healthcare Laws. Lessor and Lessee acknowledge and agree that all subleases entered into relating to the Leased Property, whether or not approved by Lessor, shall not, without the prior written consent of Lessor, be deemed to be a direct lease between Lessor and any sublessee or subtenant. Lessee agrees that all subleases submitted for Lessor approval as provided herein (other than the Existing Sublease executed by Xx. Xxxx Xxxxxx and any future sublease to be entered into with Xx. Xxx Xxxxxxxx or Dr. Xxxxxx Xxxxx which, provided such individual executes a sublease substantially similar to Xx. Xxxxxx'x, shall not be subject to any of the succeeding requirements to the extent Xx. Xxxxxx'x Existing Sublease was not subject to such requirements) must include provisions to the effect that (a) such sublease is subject and subordinate to all of the terms and provisions of this Lease, to the rights of Lessor hereunder, and to all financing documents relating matters to any Lessor financing in connection with the Facilitywhich this Lease is or shall be subject or subordinate, (b) in the event this Lease shall terminate or be terminated before the expiration of the sublease, the sublessee or subtenant will, at Lessor's option, attorn to Lessor and waive any right the sublessee or subtenant may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease, (c) at Lessor's option, the sublease may be terminated or left in place by Lessor in the event this Lease is terminated and Lessor succeeds to the interest of a termination Lessee under the sublease, sublessee shall comply with all provisions of this LeaseLease that address the payment of taxes, insurance, utilities, and all costs of maintenance and repair of the premises subleased under the sublease, including, without limitation, extraordinary repairs, capital improvements and other repairs, it being understood that Lessor leases its facilities on an absolute net basis with subtenants or sublessees responsible for all such payments and costs of such maintenance and repair, (d) the obligations and performance of the sublessee or subtenant must be guaranteed by guarantors acceptable to Lessor, (e) sublessee or subtenant shall from time to time upon request of Lessee or Lessor furnish within ten (10) days from request an estoppel certificate in form and content acceptable to Lessor or its lender relating to the sublease, (fe) in the event the sublessee or subtenant receives a written notice from Lessor or Lessor's assignees, if any, stating that Lessee is in default a Default or an Event of Default has occurred under this Lease, the sublessee or subtenant shall thereafter be obligated to pay all rentals accruing under said sublease directly to the party giving such notice, or as such party may direct (all rentals received from the sublessee by Lessor or Lessor's assignees, if any, as the case may be, shall be credited against the amounts owing by Lessee under this Lease), (g) and that such sublease shall at all times be subject to the obligations and requirements as set forth in this Article XXIVXXIII, and (h) sublessee or subtenant shall provide to Lessor upon written request such officer's certificates and financial statements as Lessor may request from time to time, and (i) sublessee will execute and deliver the subordination agreement as required in Section 23.3 hereof.

Sublease Limitations. In addition to the sublease limitations as set forth in Section 24.1 22.1, above, and notwithstanding anything contained in this Lease to the contrary notwithstandingcontrary, Lessee shall not sublet the Leased Property on any basis such that the rental to be paid by the sublessee or subtenant Tenant thereunder would be based, in whole or in part, on either (a) the income or profits derived by the business activities of the sublessee or subtenant, or (b) any other formula such that any portion of the sublease rental received by Lessor would fail to qualify as "rents from real property" within the meaning of Section 856(d) of the Code, or any similar or successor provision theretoTenant. Provided alsoMoreover, Lessee shall not sublet any portion of the Leased Property for a term extending beyond the Fixed Term hereof without the express consent of LessorTerm. In addition, all subleases shall comply with the Healthcare Laws. Lessor and Lessee Xxxxxx acknowledge and agree that all subleases entered into relating to the Leased Property, whether or not approved by Lessor, shall not, without the prior written consent of Lessor, be deemed to be a direct lease between Lessor and any sublessee or subtenantTenant. Lessee Xxxxxx agrees that all subleases submitted for Lessor approval as provided herein must include provisions to the effect that (a) such sublease is subject and subordinate to all of the terms and provisions of this Lease, to the rights of Lessor hereunder, hereunder and to all financing documents relating to any Lessor financing in connection with the FacilityLeased Property, (b) in the event this Lease shall terminate or be terminated before the expiration of the sublease, the sublessee or subtenant Tenant will, at Lessor's ’s option, exercisable at any time in Xxxxxx’s discretion, attorn to Lessor and waive any right the sublessee or subtenant Tenant may have to terminate the sublease or to surrender possession thereunder, thereunder as a result of the termination of this Lease, (c) at Lessor's option, the sublease may be terminated or left in place by Lessor in the event of a termination of this Lease, at Lessor’s option, exercisable at any time in Lessor’s discretion, the sublease may be terminated (subject to any applicable non-disturbance agreement) or left in place by Lessor, (d) if required by Lessor, the obligations and performance of the sublessee or subtenant Tenant must be guaranteed by guarantors acceptable to Lessor, (e) sublessee or subtenant Tenant shall from time to time upon request of Lessee or Lessor furnish within ten (10) days from request an estoppel certificate in form and content acceptable to Lessor or its lender relating to the sublease, (f) in the event the sublessee or subtenant Tenant receives a written notice from Lessor or Lessor's ’s assignees, if any, stating that Lessee is in default under this Lease, the sublessee or subtenant Tenant shall thereafter be obligated to pay all rentals accruing under said sublease directly to the party giving such notice, or as such party may direct (all rentals received from the sublessee Tenant by Lessor or Lessor's ’s assignees, if any, as the case may be, shall be credited against the amounts owing by Lessee under this Lease), (g) and that such sublease shall at all times be subject to the obligations and requirements as set forth in this Article XXIVXXII, and (h) sublessee or subtenant Tenant shall provide to Lessor upon written request such officer's ’s certificates and financial statements as Lessor may request from time to time.

Sublease Limitations. In addition to the sublease limitations as set forth in Section 24.1 23.1 above, anything contained in this Lease to the contrary notwithstanding, Lessee shall not sublet the Leased Property on any basis such that the rental to be paid by the sublessee or subtenant thereunder would be based, in whole or in part, on either (a) the income or profits derived by the business activities of the sublessee or subtenant, or (b) any other formula such that any portion of the sublease rental received by Lessor would fail to qualify as "rents from real property" within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto. Provided also, Lessee shall not sublet any portion of the Leased Property for a term extending beyond the Fixed Term hereof without the express consent of Lessor. In addition, all subleases shall comply with the Healthcare Laws. Lessor and Lessee acknowledge and agree that all subleases entered into relating to the Leased Property, whether or not approved by Lessor, shall not, without the prior written consent of Lessor, be deemed to be a direct lease between Lessor and any sublessee or subtenant. Lessee agrees that all subleases submitted for Lessor approval as provided herein must include provisions to the effect that (a) such sublease is subject and subordinate to all of the terms and provisions of this Lease, to the rights of Lessor hereunder, and to all financing documents relating to any Lessor financing in connection with the Facility, (b) in the event this Lease shall terminate or be terminated before the expiration of the sublease, the sublessee or subtenant will, at Lessor's option, attorn to Lessor and waive any right the sublessee or subtenant may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease, (c) at Lessor's option, the sublease may be terminated or left in place by Lessor in the event of a termination of this Lease, (d) the obligations and performance of the sublessee or subtenant must be guaranteed by guarantors acceptable to Lessor, (e) sublessee or subtenant shall from time to time upon request of Lessee or Lessor furnish within ten (10) days from request an estoppel certificate in form and content acceptable to Lessor or its lender relating to the sublease, (fe) in the event the sublessee or subtenant receives a written notice from Lessor or Lessor's assignees, if any, stating that Lessee is in default under this Lease, the sublessee or subtenant shall thereafter be obligated to pay all rentals accruing under said sublease directly to the party giving such notice, or as such party may direct (all rentals received from the sublessee by Lessor or Lessor's assignees, if any, as the case may be, shall be credited against the amounts owing by Lessee under this Lease), (gf) and that such sublease shall at all times be subject to the obligations and requirements as set forth in this Article XXIVXXIII, and (hg) sublessee or subtenant shall provide to Lessor upon written request such officer's certificates and financial statements as Lessor may request from time to time.