Common use of Management Agreements Clause in Contracts

Management Agreements. Lessee shall not engage any Management Company or allow any tenants, subtenants or sublessees of the Facility to engage any Management Company, without Lessor's prior written consent, which consent shall not be unreasonably withheld; provided, however, Lessor's rights relating to any Management Company as set forth in Section 16.2 hereof shall be at Lessor's sole and absolute discretion. Lessee shall, if required by Lessor, assign all of Lessee's rights under the Management Agreements to Lessor and Lessor shall be entitled to assign same to Lessor's lender. At the request of the Lessor from time to time, Lessee shall execute and deliver (and require the tenants, subtenants or sublessees to execute and deliver, if applicable) an assignment and/or subordination agreement relating to the Management Agreements, which assignment and/or subordination agreement shall be in such form and content as reasonably acceptable to Lessor and/or any lender providing financing to Lessor, and shall be delivered to Lessor within ten (10) days after Lessor's request. Lessee hereby agrees that all payments and fees payable under the Management Agreements are and shall be subordinate to the payment of the obligations under this Lease and all other documents executed in connection with this Lease and the Purchase Agreement. Lessee agrees that all Management Agreements entered into in connection with the Leased Property shall expressly contain provisions acceptable to Lessor which (i) require an assignment of the Management Agreements to Lessor upon request by Lessor, (ii) confirm and warrant that all sums due and payable under the Management Agreements are subordinate to this Lease, (iii) grant Lessor the right to terminate the Management Agreement (indivi▇▇▇▇▇▇ ▇▇ ▇▇llectively, if more than one (1)) upon a default hereunder or upon a default under such applicable Management Agreement, (iv) require the Management Company to execute and deliver to Lessor within ten (10) days from Lessor's request an estoppel certificate, assignment and/or subordination agreement as required by Lessor and/or Lessor's lender providing financing to Lessor, in such form and content as is acceptable to Lessor and/or its lender, and (v) all fees due and payable under any Management Agreements, shall be subordinate to all monetary obligations under this Lease. At the request of the Lessor from time to time, Lessee shall execute and obtain from all parties subject to such Management Agreements executed written confirmation of such assignment or subordination, which shall be delivered to Lessor within ten (10) days from Lessor's request.

Management Agreements. Lessee Tenant represents and warrants that Schedule 5 contains a true, correct and complete list of all material management agreements or similar arrangements in effect with respect to the Leased Property on the Commencement Date. Nothing contained herein shall prohibit or restrict Tenant’s ability to hereafter enter into management agreements or similar arrangements (including any amendments thereto) with third parties or amend or modify existing management agreements or similar arrangements so long as the same are limited in duration to the then-existing Term provided that they do not engage relate to the entirety of any Management Company Facility and are expressly subordinate to this Master Lease (and provided Tenant or allow any tenantsapplicable Operating Subtenant does not enter into management agreements or similar arrangements with respect to a Material Portion of any Facility). In addition, subtenants Tenant shall have the right to enter into management agreements or sublessees of similar arrangements (including any amendments thereto) or amend or modify existing management agreements or similar arrangements that exceed the Facility to engage any Management Company, without Lessor's prior written then-existing Term with third parties with Landlord’s consent, which consent shall not be unreasonably withheld; provided, howeverconditioned or delayed (it being understood, Lessor's rights relating Landlord’s withholding of consent to any Management Company as set forth in Section 16.2 hereof of the foregoing shall be deemed unreasonable if such management agreement is on commercially reasonable terms at Lessor's sole the time in question taking into consideration, among other things, the identity of the manager, the term of such management agreement and absolute discretionLandlord’s interest in the applicable Facility (including the resulting impact on Landlord’s ability to lease such Facility on commercially reasonable terms after the Term of this Master Lease)). Lessee shall, if required by Lessor, assign all of Lessee's rights under the Management Agreements Any management agreement entered into pursuant to Lessor and Lessor this Section 22.8 shall be entitled to assign same the provisions of Section 22.3(c) regarding the right of such manager to Lessor's lendera non-disturbance and attornment agreement. At The portion of any Facility with respect to which Tenant or any applicable Operating Subtenant does not enter into management agreements in order to comply with the request requirement that it not enter into management agreements with respect to a Material Portion of such Facility shall also be the Lessor from time portion of such Facility that Tenant or any applicable Operating Subtenant does not sublease in order to timecomply with the similar requirement contained in Section 22.3. For the avoidance of doubt, Lessee shall execute and deliver (and require the tenants, subtenants all management agreements made or sublessees amended pursuant to execute and deliver, if applicable) an assignment and/or subordination agreement relating to the Management Agreements, which assignment and/or subordination agreement this Section 22.8 shall be in such form and content as reasonably acceptable to Lessor and/or any lender providing financing to Lessor, and shall be delivered to Lessor within ten (10) days after Lessor's request. Lessee hereby agrees that all payments and fees payable under the Management Agreements are and shall be subordinate to the payment of the obligations under this Lease and all other documents executed in connection with this Lease and the Purchase Agreement. Lessee agrees that all Management Agreements entered into in connection with the Leased Property shall expressly contain provisions acceptable to Lessor which (i) require an assignment of the Management Agreements to Lessor upon request by Lessor, (ii) confirm and warrant that all sums due and payable under the Management Agreements are subordinate to this Lease, (iii) grant Lessor the right to terminate the Management Agreement (indivi▇▇▇▇▇▇ ▇▇ ▇▇llectively, if more than one (1)) upon a default hereunder or upon a default under such applicable Management Agreement, (iv) require the Management Company to execute and deliver to Lessor within ten (10) days from Lessor's request an estoppel certificate, assignment and/or subordination agreement as required by Lessor and/or Lessor's lender providing financing to Lessor, in such form and content as is acceptable to Lessor and/or its lender, and (v) all fees due and payable under any Management Agreements, shall be subordinate to all monetary obligations under this Lease. At the request of the Lessor from time to time, Lessee shall execute and obtain from all parties subject to such Management Agreements executed written confirmation of such assignment or subordination, which shall be delivered to Lessor within ten (10) days from Lessor's requestSection 40.1 and in compliance with all applicable Gaming Regulations.

Management Agreements. Lessee shall not engage (a) To the extent necessary, in the event of any Management Company transfer, divestment or allow separating out of any tenants, subtenants Non-Key Licenses or sublessees any of the Facility Companies holding a Non-Key License as contemplated by Section 8.20(a) above, the Companies agree to engage any cooperate and use reasonable efforts to cause the relevant entity to enter into a Management Company, without Lessor's prior written consent, which consent shall not Agreement with an Affiliate of MedMen in a form of agreement to be unreasonably withheld; provided, however, Lessor's rights relating agreed to by the parties whereby the MedMen Affiliate agrees to fully support the post-Closing financial and operation needs of such entity (and commit to any Management Company state regulator mandated operational timetables) in the form of a loan to such entity (the “Post Closing Loan”) until such time as set forth in Section 16.2 hereof shall the entity may be at Lessor's sole and absolute discretiontransferred, divested or separated out. Lessee shall, if required by Lessor, assign all of Lessee's rights under the Management Agreements to Lessor and Lessor shall be entitled to assign same to Lessor's lender. At the request of the Lessor from time to time, Lessee shall execute and deliver (and require the tenants, subtenants or sublessees to execute and deliver, if applicable) an assignment and/or subordination agreement relating Pursuant to the Management Agreements, which assignment and/or subordination agreement the Post Closing Loan shall be in such form subject to the reasonable inspection of the Transferor’s Representative. The Company and content as reasonably acceptable MedMen shall use reasonable best efforts to Lessor and/or any lender providing financing obtain applicable state regulatory approvals to Lessorthe extent required for each necessary Management Agreement, and each Management Agreement shall comply with applicable state law in the relevant jurisdictions and the obligations of the Companies shall be delivered limited to Lessor within ten those otherwise required to manage and operate the Business in accordance with the Cannabis Permits of the Companies in the states in which they operate. In the event a Non-Key License is Transferred to MedMen during the Post Close Transfer Period, or the Parties mutually agree to divest a Non-Key License to a third party during the Post Close Transfer Period, the Post Closing Loan shall be forgiven and the full amount of the Non-Key License Holdback Shares attributed to such Non-Key License shall be released to the Transferors. If a Non-Key License is transferred to a third party or eventually transferred to MedMen, in each case after the Post Close Transfer Period, or any Governmental Authority requires the divestiture of such Non-Key License at any time after the Closing, to the extent the Post Closing Loan for such Non-Key License represents a direct cash expenditure or investment from MedMen’s consolidated balance sheet, such amount of the Post Closing Loan shall result in a Clawback if the gross pre-tax proceeds from such transfer after deducting the amount of such Post Closing Loan is below the Allocated Value of such Non-Key License; and after such Clawback, the Post Closing Loan shall considered paid in full. (10b) days after Lessor's request. Lessee hereby Notwithstanding the foregoing, if during the period during the Post Close Transfer Period any Non-Key License is revoked or otherwise terminated due to any material breach of a Management Agreement by MedMen or any of its affiliates, ParentCo shall release the respective Non- Key License Holdback Shares to the Transferors and Transferors’ Representative in its sole discretion may elect to sell such Non-Key License in a manner pursuant to Section 8.20(c) above. (c) MedMen shall not take any action or require any action from the Company pursuant to its operation and management of the Business under Section 8.01(d) which would cause the Company and MedMen to be consolidated under IFRS, and MedMen agrees that all payments and fees payable under the Management Agreements are and it shall be subordinate to the payment not engage in integration of the obligations under this Lease applicable business of the Companies prior to Closing, except as otherwise contemplated by Section 8.01(d), and subject to local or state authorization or HSR Approval. The Company retains the right to take all action as it deems necessary or appropriate, in its discretion, prior to Closing, to comply with any state, local or other documents executed licenses and to engage in connection with this Lease and the Purchase Agreement. Lessee agrees any divestiture of licenses or locations that all Management Agreements entered into may be necessary in connection with the Leased Property shall expressly contain provisions acceptable to Lessor which (i) require an assignment of the Management Agreements to Lessor upon request transactions contemplated by Lessor, (ii) confirm and warrant that all sums due and payable under the Management Agreements are subordinate to this Lease, (iii) grant Lessor the right to terminate the Management Agreement (indivi▇▇▇▇▇▇ ▇▇ ▇▇llectively, if more than one (1)) upon a default hereunder or upon a default under such applicable Management Agreement, (iv) require the Management Company to execute and deliver to Lessor within ten (10) days from Lessor's request an estoppel certificate, assignment and/or subordination agreement as required by Lessor and/or Lessor's lender providing financing to Lessor, in such form and content as is acceptable to Lessor and/or its lender, and (v) all fees due and payable under any Management Agreements, shall be subordinate to all monetary obligations under this Lease. At the request of the Lessor from time to time, Lessee shall execute and obtain from all parties subject to such Management Agreements executed written confirmation of such assignment or subordination, which shall be delivered to Lessor within ten (10) days from Lessor's request.

Management Agreements. Lessee Tenant represents and warrants that Schedule 5 contains a true, correct and complete list of all material management agreements or similar arrangements in effect with respect to the Leased Property on the date hereof. Nothing contained herein shall prohibit or restrict Tenant’s ability to hereafter enter into management agreements or similar arrangements (including any amendments thereto) with third parties or amend or modify existing management agreements or similar arrangements so long as the same are limited in duration to the then-existing Term provided that they do not engage relate to the entirety of any Management Company Facility and are expressly subordinate to this Master Lease (and provided Tenant or allow any tenantsapplicable Operating Subtenant does not enter into management agreements or similar arrangements with respect to a Material Portion of any Facility). In addition, subtenants Tenant shall have the right to enter into management agreements or sublessees of similar arrangements (including any amendments thereto) or amend or modify existing management agreements or similar arrangements that exceed the Facility to engage any Management Company, without Lessor's prior written then-existing Term with third parties with Landlord’s consent, which consent shall not be unreasonably withheld; provided, howeverconditioned or delayed (it being understood, Lessor's rights relating Landlord’s withholding of consent to any Management Company as set forth in Section 16.2 hereof of the foregoing shall be deemed unreasonable if such management agreement is on commercially reasonable terms at Lessor's sole the time in question taking into consideration, among other things, the identity of the manager, the term of such management agreement and absolute discretionLandlord’s interest in the applicable Facility (including the resulting impact on Landlord’s ability to lease such Facility on commercially reasonable terms after the Term of this Master Lease)). Lessee shall, if required by Lessor, assign all of Lessee's rights under the Management Agreements Any management agreement entered into pursuant to Lessor and Lessor this Section 22.8 shall be entitled to assign same the provisions of Section 22.3(c) regarding the right of such manager to Lessor's lendera non-disturbance and attornment agreement. At The portion of any Facility with respect to which Tenant or any applicable Operating Subtenant does not enter into management agreements in order to comply with the request requirement that it not enter into management agreements with respect to a Material Portion of such Facility shall also be the Lessor from time portion of such Facility that Tenant or any applicable Operating Subtenant does not sublease in order to timecomply with the similar requirement contained in Section 22.3. For the avoidance of doubt, Lessee shall execute and deliver (and require the tenants, subtenants all management agreements made or sublessees amended pursuant to execute and deliver, if applicable) an assignment and/or subordination agreement relating to the Management Agreements, which assignment and/or subordination agreement this Section 22.8 shall be in such form and content as reasonably acceptable to Lessor and/or any lender providing financing to Lessor, and shall be delivered to Lessor within ten (10) days after Lessor's request. Lessee hereby agrees that all payments and fees payable under the Management Agreements are and shall be subordinate to the payment of the obligations under this Lease and all other documents executed in connection with this Lease and the Purchase Agreement. Lessee agrees that all Management Agreements entered into in connection with the Leased Property shall expressly contain provisions acceptable to Lessor which (i) require an assignment of the Management Agreements to Lessor upon request by Lessor, (ii) confirm and warrant that all sums due and payable under the Management Agreements are subordinate to this Lease, (iii) grant Lessor the right to terminate the Management Agreement (indivi▇▇▇▇▇▇ ▇▇ ▇▇llectively, if more than one (1)) upon a default hereunder or upon a default under such applicable Management Agreement, (iv) require the Management Company to execute and deliver to Lessor within ten (10) days from Lessor's request an estoppel certificate, assignment and/or subordination agreement as required by Lessor and/or Lessor's lender providing financing to Lessor, in such form and content as is acceptable to Lessor and/or its lender, and (v) all fees due and payable under any Management Agreements, shall be subordinate to all monetary obligations under this Lease. At the request of the Lessor from time to time, Lessee shall execute and obtain from all parties subject to such Management Agreements executed written confirmation of such assignment or subordination, which shall be delivered to Lessor within ten (10) days from Lessor's requestSection 40.1 and in compliance with all applicable Gaming Regulations.

Management Agreements. Lessee shall not engage or remove any Management Company or allow any tenants, subtenants or sublessees of the Facility to engage enter into any Management Company, Agreements without Lessor's ’s prior written consent, which consent shall not be unreasonably withheld; provided, however, Lessor's rights relating to any Management Company as set forth in Section 16.2 hereof shall be at Lessor's sole and absolute discretionconditioned or delayed. Lessee shall, if required by Lessor, assign all of Lessee's ’s rights under the Management Agreements to Lessor Lessor, and Lessor shall be entitled to assign same to Lessor's lendera Facility Lender or Facility Lenders. At the request of the Lessor Lessor, from time to time, time Lessee shall execute and deliver (and require the tenants, subtenants or sublessees to execute and deliver, if applicable) an assignment and/or subordination agreement relating to the Management Agreements, which assignment and/or subordination agreement shall be in such a form and content as reasonably acceptable to Lessor and/or any lender providing financing to Lessor, and shall be delivered to Lessor within ten (10) days after Lessor's ’s request. Lessee hereby agrees that all payments and fees payable under the Management Agreements are and shall be subordinate to the payment of the obligations under this Lease and all other documents executed in connection with this Lease and the Purchase Agreementany loan made by Lessor or Lessor’s Affiliates to Lessee or to Lessee’s Affiliates. Lessee agrees that all each Management Agreements Agreement entered into in connection with the Leased Property relating to any particular Facility shall expressly contain provisions acceptable to Lessor which (i) require an assignment of the Management Agreements Agreement to Lessor upon request by Lessor, (ii) confirm and warrant that all sums due and payable under the Management Agreements Agreement are subordinate to this Lease, (iii) grant Lessor ▇▇▇▇▇ ▇▇▇▇▇▇ the right to terminate the Management Agreement (indivi▇▇▇▇▇▇ ▇▇ ▇▇llectivelyas provided in Section 16.1(F), if more than one (1)) upon a default hereunder or upon a default under such applicable Management Agreement, and (iv) require the Management Company to execute and deliver to Lessor within ten (10) days from Lessor's ’s request an estoppel certificate, assignment and/or subordination agreement as required by Lessor and/or Lessor's ’s lender providing financing to Lessor, in such a form and content as is acceptable to Lessor and/or its lender, and (v) all fees due and payable under any . Lessor acknowledges that the “Subordination of Management Agreements, shall be subordinate to all monetary obligations under this LeaseAgreement” of even date herewith satisfies the requirements of the preceding sentence. At the request of the Lessor Lessor, from time to time, time Lessee shall execute and obtain from all parties subject to such Management Agreements executed written confirmation of such assignment or subordination, which shall be delivered to Lessor within ten (10) days from Lessor's ’s request.

Management Agreements. Lessee shall not engage or remove any Management Company or enter into any Management Agreements or allow any tenants, subtenants or sublessees Tenants of the Facility to engage any Management Company, Company or enter into any Management Agreements without Lessor's ’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Lessor's ’s rights relating to any Management Company after Lessor’s exercise of its remedies as set forth in Section 16.2 hereof 16.1.A-L shall be at Lessor's ’s sole and absolute discretion. Lessee shall, if required by Lessor▇▇▇▇▇▇, assign all of Lessee's ’s rights under the Management Agreements to Lessor Lessor, and Lessor shall be entitled to assign same to Lessor's lendera Facility Lender or Facility Lenders. At the request of the Lessor Lessor, from time to time, time Lessee shall execute and deliver (and require the tenants, subtenants or sublessees Tenants to execute and deliver, if applicable) an assignment and/or subordination agreement relating to the Management Agreements, which assignment and/or subordination agreement shall be in such a form and content as reasonably acceptable to Lessor and/or any lender providing financing to Lessor, and shall be delivered to Lessor within ten (10) days after Lessor's ’s request. Lessee ▇▇▇▇▇▇ hereby agrees that all payments and fees payable under the Management Agreements are and shall be subordinate to the payment of the obligations under this Lease and all other documents executed in connection with this Lease and the Purchase Agreementany loan made by Lessor or Lessor’s Affiliates to Lessee or to ▇▇▇▇▇▇’s Affiliates. Lessee ▇▇▇▇▇▇ agrees that all Management Agreements entered into in connection with the Leased Property shall expressly contain provisions reasonably acceptable to Lessor which (i) require an assignment of the Management Agreements to Lessor upon request by Lessor, (ii) confirm and warrant that all sums due and payable under the Management Agreements are subordinate to this Lease, (iii) grant Lessor ▇▇▇▇▇ ▇▇▇▇▇▇ the right to terminate the Management Agreement (indivi▇▇▇▇▇▇ ▇▇ ▇▇llectively, if more than one (1as provided in Section 16.1(F)) upon a default hereunder or upon a default under such applicable Management Agreement, (iv) require the Management Company to execute and deliver to Lessor within ten (10) days Business Days from Lessor's ’s request an estoppel certificate, assignment and/or subordination agreement as required by Lessor and/or Lessor's ’s lender providing financing to Lessor, in such a form and content as is reasonably acceptable to Lessor and/or its lender, and (v) all fees due and payable under any Management Agreements, Agreements shall be subordinate to all monetary obligations under this Lease. At the request of the Lessor from time to time, time Lessee shall execute and obtain from all parties subject to such Management Agreements executed written confirmation of such assignment or subordination, which shall be delivered to Lessor within ten (10) days from Lessor's Business Days after receipt of ▇▇▇▇▇▇’s request.

Management Agreements. Lessee shall not engage or remove any Management Company or allow any tenants, subtenants or sublessees of the Facility to engage enter into any Management Company, Agreements without Lessor's ’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Lessor's ’s rights relating to any Management Company after Lessor’s exercise of its remedies as set forth in Section 16.2 hereof 16.1 shall be at Lessor's ’s sole and absolute discretion. Lessee shall, if required by Lessor, assign all of Lessee's ’s rights under the Management Agreements to Lessor Lessor, and Lessor shall be entitled to assign same to Lessor's lendera Facility Lender or Facility Lenders. At the request of the Lessor Lessor, from time to time, time Lessee shall execute and deliver (and require the tenants, subtenants or sublessees Management Company to execute and deliver, if applicable) an assignment and/or subordination agreement relating to the Management Agreements, which assignment and/or subordination agreement shall be in such a form and content as reasonably acceptable to Lessor and/or any lender providing financing to Lessor, and shall be delivered to Lessor within ten (10) days after Lessor's ’s request. Lessee hereby agrees that all payments and fees payable under the Management Agreements are and shall be subordinate to the payment of the obligations under this Lease and all other documents executed in connection with this Lease and the Purchase Agreementany loan made by Lessor or Lessor’s Affiliates to Lessee or to Lessee’s Affiliates. Lessee agrees that all Management Agreements entered into in connection with the Leased Property relating to any particular Facility shall expressly contain provisions acceptable to Lessor which (ia) require an assignment of the Management Agreements to Lessor upon request by Lessor, (iib) confirm and warrant that all sums due and payable under the Management Agreements are subordinate to this Lease, (iiic) grant Lessor ▇▇▇▇▇ ▇▇▇▇▇▇ the right to terminate the Management Agreement (indivi▇▇▇▇▇▇ ▇▇ ▇▇llectively, if more than one (1)) upon a default hereunder or upon a default the occurrence of an Event of Default under such applicable Management Agreementthis Lease, (ivd) require the Management Company to execute and deliver to Lessor within ten (10) days from Lessor's ’s request an estoppel certificate, assignment and/or subordination agreement as required by Lessor and/or Lessor's ’s lender providing financing to Lessor, in such a form and content as is acceptable to Lessor and/or its lender, and (ve) all fees due and payable under any Management Agreements, Agreements shall be subordinate to all monetary obligations under this Lease. At the request of the Lessor Lessor, from time to time, time Lessee shall execute and obtain from all parties subject to such Management Agreements executed written confirmation of such assignment or subordination, which shall be delivered to Lessor within ten (10) days from Lessor's ’s request.

Management Agreements. Lessee shall not engage or remove any Management Company or allow any tenants, subtenants or sublessees of the Facility to engage enter into any Management Company, Agreements without Lessor's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Lessor's rights relating to any Management Company after Lessor's exercise of its remedies as set forth in Section 16.2 hereof 16.1 shall be at Lessor's sole and absolute discretion. Lessee shall, if required by Lessor, assign all of Lessee's rights under the Management Agreements to Lessor Lessor, and Lessor shall be entitled to assign same to Lessor's lendera Facility Lender or Facility Lenders. At the request of the Lessor Lessor, from time to time, time Lessee shall execute and deliver (and require the tenants, subtenants or sublessees Management Company to execute and deliver, if applicable) an assignment and/or subordination agreement relating to the Management Agreements, which assignment and/or subordination agreement shall be in such a form and content as reasonably acceptable to Lessor and/or any lender providing financing to Lessor, and shall be delivered to Lessor within ten (10) days after Lessor's request. Lessee hereby agrees that all payments and fees payable under the Management Agreements are and shall be subordinate to the payment of the obligations under this Lease and all other documents executed in connection with this Lease and the Purchase Agreementany loan made by Lessor or Lessor's Affiliates to Lessee or to Lessee's Affiliates. Lessee agrees that all Management Agreements entered into in connection with the Leased Property relating to any particular Facility shall expressly contain provisions acceptable to Lessor which (ia) require an assignment of the Management Agreements to Lessor upon request by Lessor, (iib) confirm and warrant that all sums due and payable under the Management Agreements are subordinate to this Lease, (iiic) grant Lessor ▇▇▇▇▇ ▇▇▇▇▇▇ the right to terminate the Management Agreement (indivi▇▇▇▇▇▇ ▇▇ ▇▇llectively, if more than one (1)) upon a default hereunder or upon a default the occurrence of an Event of Default under such applicable Management Agreementthis Lease, (ivd) require the Management Company to execute and deliver to Lessor within ten (10) days from Lessor's request an estoppel certificate, assignment and/or subordination agreement as required by Lessor and/or Lessor's lender providing financing to Lessor, in such a form and content as is acceptable to Lessor and/or its lender, and (ve) all fees due and payable under any Management Agreements, Agreements shall be subordinate to all monetary obligations under this Lease. At the request of the Lessor Lessor, from time to time, time Lessee shall execute and obtain from all parties subject to such Management Agreements executed written confirmation of such assignment or subordination, which shall be delivered to Lessor within ten (10) days from Lessor's request.

Management Agreements. Lessee The Borrower Parties shall not engage any Management Company or allow any tenants(provided, subtenants or sublessees however, that the MPT Parties hereby acknowledge and consent to the Borrower Parties' engagement of the Facility Current Manager) or permit, allow, approve or suffer any Tenants of the Hospital that are subject to any New Tenant Lease to engage any Management Company, without Lessor's the MPT Parties' prior written consent, which consent shall not be unreasonably withheld; provided, however, Lessor's the MPT Parties' rights relating to any Management Company as set forth in Section 16.2 Article X hereof shall be at Lessor's the MPT Parties' sole and absolute discretion. Lessee The Borrower Parties shall, if required by Lessorthe MPT Parties, assign all of Lessee's the Borrower Parties' rights under the Management Agreements to Lessor the MPT Parties and Lessor the MPT Parties shall be entitled to assign same to Lessor's lenderany third party, including any lender of any of the MPT Parties. At the request of the Lessor MPT Parties from time to time, Lessee the applicable Borrower Parties shall execute and deliver (and require the tenants, subtenants or sublessees Tenants to execute and deliver, if applicable) an assignment and/or subordination agreement relating to the Management Agreements, which assignment and/or subordination agreement shall be in such form and content as reasonably acceptable to Lessor the MPT Parties and/or any lender providing financing to Lessorany of the MPT Parties or their Affiliates, and shall be delivered to Lessor the MPT Parties within ten (10) days after Lessor's the MPT Parties' request. Lessee hereby agrees that all payments and fees payable under the Management Agreements are and shall be subordinate to the payment of the obligations under this Lease and all other documents executed in connection with this Lease and the Purchase Agreement. Lessee agrees The Borrower Parties agree that all Management Agreements entered into in connection with the Leased Property Collateral or the Hospital shall expressly contain provisions acceptable to Lessor the MPT Parties which (i) require an assignment of the Management Agreements to Lessor the MPT Parties upon request by Lessorthe MPT Parties, (ii) confirm and warrant that all sums due and payable under the Management Agreements are subordinate to this Leasethe Loan Documents, (iii) grant Lessor the MPT Parties the right to terminate the Management Agreement (indivi▇▇▇▇▇▇ ▇▇ ▇▇llectivelyindividually or collectively, if more than one (1)) upon a default following an Event of Default hereunder or upon a default under such applicable Management Agreement, (iv) require the Management Company to execute and deliver to Lessor the MPT Parties within ten (10) days from Lessor's the MPT Parties' request an estoppel certificate, assignment and/or subordination agreement as required by Lessor the MPT Parties and/or Lessor's any lender providing financing to Lessorany of the MPT Parties, in such form and content as is acceptable to Lessor the MPT Parties and/or its such lender, and (v) require that all fees due and payable under any Management Agreements, Agreements shall be subordinate to all monetary obligations under this Leasethe Loan Documents. At the request of any of the Lessor MPT Parties from time to time, Lessee the Borrower Parties shall execute and obtain from all parties subject to such Management Agreements executed written confirmation of such assignment or subordination, which shall be delivered to Lessor the MPT Parties within ten (10) days from Lessor's the MPT Parties' request.

Management Agreements. Lessee shall not engage or remove any Management Company or allow any tenants, subtenants or sublessees of the Facility to engage enter into any Management Company, Agreements without Lessor's ’s prior written consent, which consent shall not be unreasonably withheld; provided, however, Lessor's rights relating to any Management Company as set forth in Section 16.2 hereof shall be at Lessor's sole and absolute discretionconditioned or delayed. Lessee shall, if required by Lessor, assign all of Lessee's ’s rights under the Management Agreements to Lessor Lessor, and Lessor shall be entitled to assign same to Lessor's lendera Facility Lender or Facility Lenders. At the request of the Lessor Lessor, from time to time, time Lessee shall execute and deliver (and require the tenants, subtenants or sublessees to execute and deliver, if applicable) an assignment and/or subordination agreement relating to the Management Agreements, which assignment and/or subordination agreement shall be in such a form and content as reasonably acceptable to Lessor and/or any lender providing financing to Lessor, and shall be delivered to Lessor within ten (10I 0) days after Lessor's ’s request. Lessee hereby agrees that all payments and fees payable under the Management Agreements are and shall be subordinate to the payment of the obligations under this Lease and all other documents executed in connection with this Lease and the Purchase Agreementany loan made by Lessor or Lessor’s Affiliates to Lessee or to Lessee’s Affiliates. Lessee agrees that all each Management Agreements Agreement entered into in connection with the Leased Property relating to any particular Facility shall expressly contain provisions acceptable to Lessor which (i) require an assignment of the Management Agreements Agreement to Lessor upon request by Lessor, (ii) confirm and warrant that all sums due and payable under the Management Agreements Agreement are subordinate to this Lease, (iii) grant Lessor ▇▇▇▇▇ ▇▇▇▇▇▇ the right to terminate the Management Agreement (indivi▇▇▇▇▇▇ ▇▇ ▇▇llectivelyas provided in Section 16.l(F), if more than one (1)) upon a default hereunder or upon a default under such applicable Management Agreement, and (iv) require the Management Company to execute and deliver to Lessor within ten (10) days from Lessor's ’s request an estoppel certificate, assignment and/or subordination agreement as required by Lessor and/or Lessor's ’s lender providing financing to Lessor, in such a form and content as is acceptable to Lessor and/or its lender, and (v) all fees due and payable under any . Lessor acknowledges that the “Subordination of Management Agreements, shall be subordinate to all monetary obligations under this LeaseAgreement” of even date herewith satisfies the requirements of the preceding sentence. At the request of the Lessor Lessor, from time to time, time Lessee shall execute and obtain from all parties subject to such Management Agreements executed written confirmation of such assignment or subordination, which shall be delivered to Lessor within ten (10I 0) days from Lessor's ’s request.

Management Agreements. Lessee shall (a) If on or prior to Closing any Pharmacy License is not engage any Management Company or allow any tenants, subtenants or sublessees obtained with respect to Purchaser's operation of the Facility Acquired Business at any particular location or within any particular jurisdiction (the "Unlicensed Business Location"), then, in such event and assuming the satisfaction or waiver of all other conditions to engage any Management Company, without Lessor's prior written consent, which consent shall not be unreasonably withheld; provided, however, Lessor's rights relating to any Management Company as set forth in Section 16.2 hereof shall be at Lessor's sole and absolute discretion. Lessee shall, if required by Lessor, assign all of Lessee's rights under the Management Agreements to Lessor and Lessor shall be entitled to assign same to Lessor's lender. At the request Closing pending receipt of the Lessor from time applicable Pharmacy License(s) with respect to timeeach Unlicensed Business Location each applicable Seller and Purchaser shall enter into a management agreement in the form attached at Schedule 7.16 hereto (the "Management Agreement") with respect to such Unlicensed Business Location. (b) MPAN, Lessee shall execute MHG and deliver Sellers covenant and agree that they will cure, correct and/or remove (and require pay all direct expenses, including those in the tenantsnature of fines and penalties, subtenants associated with or sublessees related to execute and deliversuch cure, if applicablecorrection or removal) an assignment and/or subordination agreement relating all deficiencies or impediments that must be corrected or removed as a condition to the Management Agreements, which assignment and/or subordination agreement shall be in such form issuance of the Pharmacy Licenses required for Purchaser's operation of the Acquired Business from and content as reasonably acceptable to Lessor and/or any lender providing financing to Lessor, and shall be delivered to Lessor within ten (10) days after Lessor's request. Lessee hereby agrees that all payments and fees payable under the Management Agreements are and shall be subordinate Closing to the payment of the obligations under this Lease and all other documents executed in connection with this Lease and the Purchase Agreement. Lessee agrees extent that all Management Agreements entered into in connection with the Leased Property shall expressly contain provisions acceptable to Lessor which such deficiencies or impediments (i) require an assignment relate to a Seller's or Sellers' ownership or operation of a pharmacy and (ii) are disclosed in writing by a member, representative or employee of a Governmental Authority having authority to issue a Pharmacy License (the impediments and deficiencies described above are herein individually referred to as a "Deficiency" and collectively referred to as "Deficiencies", and the expenses associated with the cure and/or correction thereof are referred to herein as the "Deficiency Expenses"). MPAN, MHG and Sellers additionally covenant and agree to promptly pay all Deficiency Expenses, it being understood that MPAN's, MHG's and Sellers' payment obligations hereunder (i) shall not enjoy the protection of the Management Agreements to Lessor upon request Threshold contemplated by LessorSection 9.6 hereof, (ii) confirm shall be paid in cash when due including promptly when required as a condition to the issuance of a License to Purchaser, and warrant that all sums due and payable under the Management Agreements are subordinate to this Lease, (iii) grant Lessor the right Purchaser's remedies with respect to terminate the Management Agreement (indivi▇▇▇▇▇▇ ▇▇ ▇▇llectivelyany failure of MPAN, if more than one (1)) upon a default hereunder or upon a default under such applicable Management Agreement, (iv) require the Management Company MHG and/or Sellers to execute and deliver to Lessor within ten (10) days from Lessor's request an estoppel certificate, assignment and/or subordination agreement as required by Lessor and/or Lessor's lender providing financing to Lessor, in such form and content as is acceptable to Lessor and/or its lender, and (v) all fees due and payable under any Management Agreements, shall be subordinate to all monetary satisfy their respective obligations under this Lease. At Section 7.16(b) shall not be limited to the request of set off against the Lessor from time to time, Lessee shall execute and obtain from all parties subject to such Management Agreements executed written confirmation of such assignment or subordination, which shall be delivered to Lessor within ten (10) days from Lessor's requestEarnout Payments contemplated by Section 9.5 hereof.

Management Agreements. Lessee shall not engage any Management Company or allow any tenants, subtenants or sublessees of the Facility to engage any Management Company, without Lessor's prior written consent, which consent shall not be unreasonably withheld; provided, however, Lessor's rights relating to any Management Company as set forth in Section 16.2 hereof shall be at Lessor's sole and absolute discretion. Lessee shall, if required by Lessor, assign all of Lessee's rights under the Management Agreements Agreement to Lessor and Lessor shall be entitled to assign same to Lessor's lender. At the request of the Lessor from time to time, Lessee shall execute and deliver (and require the tenants, subtenants or sublessees to execute and deliver, if applicable) an assignment and/or subordination agreement relating to the Management Agreements, which assignment and/or subordination agreement shall be in such form and content as reasonably acceptable to Lessor and/or any lender providing financing to Lessor, and shall be delivered to Lessor within ten (10) days after Lessor's request. Lessee hereby agrees that all payments and fees payable under the Management Agreements are and shall be subordinate to the payment of the obligations under this Lease and all other documents executed in connection with this Lease and the Purchase Agreement. Lessee agrees that all Management Agreements entered into in connection with the Leased Property shall expressly contain provisions acceptable to Lessor which (i) require an assignment of the Management Agreements to Lessor upon request by Lessor, (ii) confirm and warrant that all sums due and payable under the Management Agreements are subordinate to this Lease, (iii) grant Lessor the right to terminate the Management Agreement (indivi▇▇▇▇▇▇ ▇▇ ▇▇llectively, if more than one (1)) upon a default hereunder an Event of Default or upon a default under such applicable Management AgreementDefault hereunder, (iv) require the Management Company to execute and deliver to Lessor within ten (10) days from Lessor's request an estoppel certificate, assignment and/or subordination agreement as required by Lessor and/or Lessor's lender providing financing to Lessor, in such form and content as is acceptable to Lessor and/or its lender, and (v) all fees due and payable under any Management Agreements, shall be subordinate to all monetary obligations under this Lease. At the request of the Lessor from time to time, Lessee shall execute and obtain from all parties subject to such Management Agreements executed written confirmation of such assignment or subordination, which shall be delivered to Lessor within ten (10) days from Lessor's request.

Management Agreements. Lessee shall not engage any Management Company or allow any tenants, subtenants or sublessees of the Facility to engage any Management Company, without Lessor's prior written consent, which consent shall not be unreasonably withheld; provided, however, Lessor's rights relating to any Management Company as set forth in Section 16.2 hereof shall be at Lessor's sole and absolute discretion. Lessee shall, if required by Lessor, assign all of Lessee's rights under the Management Agreements Agreement to Lessor and Lessor shall be entitled to assign same to Lessor's lender. At the request of the Lessor from time to time, Lessee shall execute and deliver (and require the tenants, subtenants or sublessees to execute and deliver, if applicable) an assignment and/or subordination agreement relating to the Management Agreements, which assignment and/or subordination agreement shall be in such form and content as reasonably acceptable to Lessor and/or any lender providing financing to Lessor, and shall be delivered to Lessor within ten (10) days after Lessor's request. Lessee hereby agrees that all payments and fees payable under the Management Agreements are and shall be subordinate to the payment of the obligations under this Lease and all other documents executed in connection with this Lease and the Purchase Agreement. Lessee agrees that all Management Agreements entered into in connection with the Leased Property shall expressly contain provisions acceptable to Lessor which (i) require an assignment of the Management Agreements to Lessor upon request by Lessor, (ii) confirm and warrant that all sums due and payable under the Management Agreements are subordinate to this Lease, (iii) grant Lessor ▇▇▇▇▇ ▇▇▇▇▇▇ the right to terminate the Management Agreement (indivi▇▇▇▇▇▇ ▇▇ ▇▇llectivelyindividually or collectively, if more than one (1)) upon a default hereunder an Event of Default or upon a default under such applicable Management AgreementDefault hereunder, (iv) require the Management Company to execute and deliver to Lessor within ten (10) days from Lessor's request an estoppel certificate, assignment and/or subordination agreement as required by Lessor and/or Lessor's lender providing financing to Lessor, in such form and content as is acceptable to Lessor and/or its lender, and (v) all fees due and payable under any Management Agreements, shall be subordinate to all monetary obligations under this Lease. At the request of the Lessor from time to time, Lessee shall execute and obtain from all parties subject to such Management Agreements executed written confirmation of such assignment or subordination, which shall be delivered to Lessor within ten (10) days from Lessor's request.

Management Agreements. Lessee shall not engage any Management Company or allow any tenants, subtenants or sublessees of the Facility to engage any Management Company, without Lessor's prior written consent, which consent shall not be unreasonably withheld; provided, however, Lessor's rights relating to the selection of any Management Company as set forth in Section 16.2 hereof shall be at Lessor's sole and absolute discretion. Lessee shall, if required by Lessor and/or the Lessor's Lender, assign and/or subordinate all of Lessee's rights under the Management Agreements to Lessor and Lessor shall be entitled to assign and/or subordinate same to Lessor's lender. At the request of the Lessor from time to time, Lessee shall execute and deliver (and require the tenants, subtenants or sublessees to execute and deliver, if applicable) an assignment and/or subordination agreement relating to the Management Agreements, which assignment and/or subordination agreement shall be in such form and content as reasonably acceptable to Lessor and/or any lender providing financing to Lessor, and shall be delivered to Lessor within ten (10) days after Lessor's request. Lessee hereby agrees that all payments and fees payable under the Management Agreements are and shall be subordinate to the payment of the obligations under this Lease and all other documents executed in connection with this Lease and the Purchase Agreement. Lessee agrees that all Management Agreements entered into in connection with the Leased Property shall expressly contain provisions acceptable to Lessor which (i) require an assignment of the Management Agreements to Lessor upon request by Lessor, (ii) confirm and warrant that all sums due and payable under the Management Agreements are subordinate to this Lease, (iii) grant Lessor ▇▇▇▇▇ ▇▇▇▇▇▇ the right to terminate the Management Agreement (indivi▇▇▇▇▇▇ ▇▇ ▇▇llectivelyindividually or collectively, if more than one (1)) only upon a default hereunder or upon a default under such applicable Management Agreementcertain default(s) set forth hereunder, (iv) require the Management Company to execute and deliver to Lessor within ten (10) days from Lessor's request an estoppel certificate, assignment and/or subordination agreement as required by Lessor and/or Lessor's lender providing financing to Lessor, in such form and content as is acceptable to Lessor and/or its lender, and (v) all fees due and payable under any Management Agreements, shall be subordinate to all monetary obligations under this Lease. At the request of the Lessor from time to time, Lessee shall execute and obtain from all parties subject to such Management Agreements executed written confirmation of such assignment or subordination, which shall be delivered to Lessor within ten (10) days from Lessor's request.

Management Agreements. Lessee shall not engage any Management Company or allow any tenants, subtenants or sublessees of the Facility to engage any Management Company, without Lessor's prior written consent, which consent shall not be unreasonably withheld; provided, however, Lessor's rights relating to any Management Company as set forth in Section 16.2 hereof shall be at Lessor's sole and absolute discretion. Lessee shall, if required by Lessor, assign all of Lessee's rights under the Management Agreements to Lessor and Lessor shall be entitled to assign same to Lessor's lender. At the request of the Lessor from time to time, Lessee shall execute and deliver (and require the tenants, subtenants or sublessees to execute and deliver, if applicable) an assignment and/or subordination agreement relating to the Management Agreements, which assignment and/or subordination agreement shall be in such form and content as reasonably acceptable to Lessor and/or any lender providing financing to Lessor, and shall be delivered to Lessor within ten (10) days after Lessor's request. Lessee hereby agrees that all payments and fees payable under the Management Agreements are and shall be subordinate to the payment of the obligations under this Lease and all other documents executed in connection with this Lease and the Purchase Agreement. Lessee agrees that all Management Agreements entered into in connection with the Leased Property shall expressly contain provisions acceptable to Lessor which (i) require an assignment of the Management Agreements to Lessor upon request by Lessor, (ii) confirm and warrant that all sums due and payable under the Management Agreements are subordinate to this Lease, (iii) grant Lessor the right to terminate the Management Agreement (indiviindi▇▇▇▇▇▇▇▇ ▇▇ ▇▇llectivelycollectively, if more than one (1)) upon a default hereunder or upon a default under such applicable Management Agreement, (iv) require the Management Company to execute and deliver to Lessor within ten (10) days from Lessor's request an estoppel certificate, assignment and/or subordination agreement as required by Lessor and/or Lessor's lender providing financing to Lessor, in such form and content as is acceptable to Lessor and/or its lender, and (v) all fees due and payable under any Management Agreements, shall be subordinate to all monetary obligations under this Lease. At the request of the Lessor from time to time, Lessee shall execute and obtain from all parties subject to such Management Agreements executed written confirmation of such assignment or subordination, which shall be delivered to Lessor within ten (10) days from Lessor's request.

Management Agreements. Lessee shall (a) If on or prior to Closing any Pharmacy License is not engage any Management Company or allow any tenants, subtenants or sublessees obtained with respect to Purchaser's operation of the Facility Acquired Business at any particular location or within any particular jurisdiction (the "Unlicensed Business Location"), then, in such event and assuming the satisfaction or waiver of all other conditions to engage any Management Company, without Lessor's prior written consent, which consent shall not be unreasonably withheld; provided, however, Lessor's rights relating to any Management Company as set forth in Section 16.2 hereof shall be at Lessor's sole and absolute discretion. Lessee shall, if required by Lessor, assign all of Lessee's rights under the Management Agreements to Lessor and Lessor shall be entitled to assign same to Lessor's lender. At the request Closing pending receipt of the Lessor from time applicable Pharmacy License(s) with respect to timeeach Unlicensed Business Location each applicable Seller and Purchaser shall enter into a management agreement in the form attached at Schedule 7.20 hereto (the "Management Agreement") with respect to such Unlicensed Business Location. (b) MPAN, Lessee shall execute MHG and deliver Sellers covenant and agree that they will cure, correct and/or remove (and require pay all direct expenses, including those in the tenantsnature of fines and penalties, subtenants associated with or sublessees related to execute and deliversuch cure, if applicablecorrection or removal) an assignment and/or subordination agreement relating all deficiencies or impediments that must be corrected or removed as a condition to the Management Agreements, which assignment and/or subordination agreement shall be in such form issuance of the Pharmacy Licenses required for Purchaser's operation of the Acquired Business from and content as reasonably acceptable to Lessor and/or any lender providing financing to Lessor, and shall be delivered to Lessor within ten (10) days after Lessor's request. Lessee hereby agrees that all payments and fees payable under the Management Agreements are and shall be subordinate Closing to the payment of the obligations under this Lease and all other documents executed in connection with this Lease and the Purchase Agreement. Lessee agrees extent that all Management Agreements entered into in connection with the Leased Property shall expressly contain provisions acceptable to Lessor which such deficiencies or impediments (i) require an assignment relate to a Seller's or Sellers' ownership or operation of a pharmacy and (ii) are disclosed in writing by a member, representative or employee of a Governmental Authority having authority to issue a Pharmacy License (the impediments and deficiencies described above are herein individually referred to as a "Deficiency" and collectively referred to as "Deficiencies", and the expenses associated with the cure and/or correction thereof are referred to herein as the "Deficiency Expenses"). MPAN, MHG and Sellers additionally covenant and agree to promptly pay all Deficiency Expenses, it being understood that MPAN's, MHG's and Sellers' payment obligations hereunder (i) shall not enjoy the protection of the Management Agreements to Lessor upon request Threshold contemplated by LessorSection 9.6 hereof, (ii) confirm shall be paid in cash when due including promptly when required as a condition to the issuance of a License to Purchaser, and warrant that all sums due and payable under the Management Agreements are subordinate to this Lease, (iii) grant Lessor the right Purchaser's remedies with respect to terminate the Management Agreement (indivi▇▇▇▇▇▇ ▇▇ ▇▇llectivelyany failure of MPAN, if more than one (1)) upon a default hereunder or upon a default under such applicable Management Agreement, (iv) require the Management Company MHG and/or Sellers to execute and deliver to Lessor within ten (10) days from Lessor's request an estoppel certificate, assignment and/or subordination agreement as required by Lessor and/or Lessor's lender providing financing to Lessor, in such form and content as is acceptable to Lessor and/or its lender, and (v) all fees due and payable under any Management Agreements, shall be subordinate to all monetary satisfy their respective obligations under this Lease. At Section 7.20(b) shall not be limited to the request of set off against the Lessor from time to time, Lessee shall execute and obtain from all parties subject to such Management Agreements executed written confirmation of such assignment or subordination, which shall be delivered to Lessor within ten (10) days from Lessor's requestEarnout Payments contemplated by Section 9.5 hereof.

Management Agreements. Lessee shall not engage any Management Company or allow any tenants, subtenants or sublessees of the Facility to engage any Management Company, without Lessor's prior written consent, which consent shall not be unreasonably withheld; provided, however, Lessor's rights relating to any Management Company as set forth in Section 16.2 hereof shall be at Lessor's sole and absolute discretion. Lessee shall, if required by Lessor, assign all of Lessee's rights under the Management Agreements to Lessor and Lessor shall be entitled to assign same to Lessor's lender. At the request of the Lessor from time to time, Lessee shall execute and deliver (and require the tenants, subtenants or sublessees to execute and deliver, if applicable) an assignment and/or subordination agreement relating to the Management Agreements, which assignment and/or subordination agreement shall be in such form and content as reasonably acceptable to Lessor and/or any lender providing financing to Lessor, and shall be delivered to Lessor within ten (10) days after Lessor's request. Lessee hereby agrees that all payments and fees payable under the Management Agreements are and shall be subordinate to the payment of the obligations under this Lease and all other documents executed in connection with this Lease and the Purchase Agreement. Lessee agrees that all Management Agreements entered into in connection with the Leased Property shall expressly contain provisions acceptable to Lessor which (i) require an assignment of the Management Agreements to Lessor upon request by Lessor, (ii) confirm and warrant that all sums due and payable under the Management Agreements are subordinate to this Lease, (iii) grant Lessor ▇▇▇▇▇ ▇▇▇▇▇▇ the right to terminate the Management Agreement (indivi▇▇▇▇▇▇ ▇▇ ▇▇llectively, if more than one (1)) upon a default hereunder or upon a default under such applicable Management Agreementas provided at the end of Section 16.2 of this Lease, (iv) require the Management Company to execute and deliver to Lessor within ten (10) days from Lessor's request an estoppel certificate, assignment and/or subordination agreement as required by Lessor and/or Lessor's lender providing financing to Lessor, in such form and content as is acceptable to Lessor and/or its lender, and (v) all fees due and payable under any Management Agreements, shall be subordinate to all monetary obligations under this Lease. At the request of the Lessor from time to time, Lessee shall execute and obtain from all parties subject to such Management Agreements executed written confirmation of such assignment or subordination, which shall be delivered to Lessor within ten (10) days from Lessor's request.