Common use of Management Agreements Clause in Contracts

Management Agreements. Throughout the Term, Tenant shall not enter into any Management Agreement except with a Manager that satisfies the definition of "Manager" herein, or such other party approved by Landlord in Landlord's reasonable discretion, and, if required, the prior written approval of a Facility Mortgagee, in each instance, which approval of Landlord and a Facility Mortgagee shall not be unreasonably withheld, conditioned or delayed; provided, however, that Tenant shall provide Landlord with a copy of any such proposed Management Agreement and any other documents relating thereto which Landlord may reasonably request. Tenant shall not, without the prior written consent of Landlord or such Facility Mortgagee, which consent may not be unreasonably withheld or delayed, agree to: (i) any change in the Manager under any Management Agreement; (ii) any material change in any Management Agreement or any material change in the ownership or control of any Manager; (iii) the termination of any Management Agreement; or (iv) the assignment of any Management Agreement by any Manager. Each Management Agreement shall provide that Landlord shall receive notice of any defaults thereunder and, at Landlord's option, an opportunity to cure any such defaults. If Landlord shall cure any of Tenant's defaults under any Management Agreement, the cost of any such cure shall be payable upon demand by Landlord to Tenant as Additional Rent. All management fees, payments in connection with any extension of credit and fees for services provided in connection with the operation of the Facility, and all other payments and fees, payable by Tenant to any Affiliate of Tenant, shall be subordinated to the obligations of Tenant under this Lease. Tenant shall deliver to Landlord any instrument requested by Landlord to implement the intent of the foregoing provision."

Management Agreements. Throughout Borrower and Leasehold Pledgor shall or shall cause Owner and Operating Lessee to (i) use commercially reasonable efforts to cause Manager to manage the TermProperties in accordance with the applicable Management Agreement and in accordance with all applicable Legal Requirements, Tenant shall not enter into (ii) diligently perform and observe all of the terms, covenants and conditions of each of the Management Agreements on the part of Owner and/or Operating Lessee to be performed and observed, (iii) promptly notify (or cause Owner or Operating Lessee to notify) Lender of any material default (after the expiration of any applicable cure periods) under any Management Agreement except with a Manager that satisfies of which it is aware, (iv) in the definition event of "Manager" hereinand upon Lender’s reasonable request from time to time, promptly deliver (or such other party approved by Landlord in Landlord's reasonable discretion, and, if required, the prior written approval of a Facility Mortgagee, in each instance, which approval of Landlord and a Facility Mortgagee shall not be unreasonably withheld, conditioned cause Owner or delayed; provided, however, that Tenant shall provide Landlord with Operating Lessee to deliver) to Lender a copy of any such proposed financial statements, business plans, capital expenditures plans, reports and estimates received by it under the Management Agreement Agreements that are so requested by Lender, and any other documents relating thereto which Landlord may reasonably request(v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreements. Tenant Subject at all times to the rights of Mortgage Lender under the Mortgage Loan Documents, if Owner or Operating Lessee shall not, without the prior written consent of Landlord or such Facility Mortgagee, which consent may not be unreasonably withheld or delayed, agree to: (i) any change default in the Manager under any Management Agreement; (ii) performance or observance of any material change in any Management Agreement term, covenant or any material change in the ownership or control of any Manager; (iii) the termination of any Management Agreement; or (iv) the assignment condition of any Management Agreement by any Manager. Each Management on the part of Owner or Operating Lessee, as applicable, to be performed or observed and such default is not cured within thirty (30) days of written notice from Lender (or if an Event of Default exists), then, without limiting Lender’s other rights or remedies under this Agreement shall provide that Landlord shall receive notice of any defaults thereunder andor the other Loan Documents, at Landlord's option, an opportunity to cure any such defaults. If Landlord shall cure and without waiving or releasing Borrower or Leasehold Pledgor from any of Tenant's defaults its Obligations hereunder or under any the Management AgreementAgreements, Lender shall have the cost of any such cure right, but shall be payable upon demand by Landlord under no obligation, to Tenant pay any sums and to perform any act as Additional Rent. All management feesmay be appropriate to cause all the material terms, payments in connection with any extension of credit covenants and fees for services provided in connection with the operation conditions of the FacilityManagement Agreements on the part of Owner or Operating Lessee, and all other payments and feesas applicable, payable by Tenant to any Affiliate of Tenant, shall be subordinated to the obligations of Tenant under this Lease. Tenant shall deliver to Landlord any instrument requested by Landlord to implement the intent of the foregoing provisionperformed or observed."

Management Agreements. Throughout Borrower and Operating Lessee shall (i) use commercially reasonable efforts to cause Manager to manage the TermProperties in accordance with the applicable Management Agreement and in accordance with all applicable Legal Requirements, Tenant shall not enter into (ii) diligently perform and observe all of the terms, covenants and conditions of each of the Management Agreements on the part of Borrower and/or Operating Lessee to be performed and observed, (iii) promptly notify Lender of any material default (after the expiration of any applicable cure periods) under any Management Agreement except with a Manager that satisfies of which it is aware, (iv) in the definition event of "Manager" hereinand upon Lender’s reasonable request from time to time, or such other party approved by Landlord in Landlord's reasonable discretion, and, if required, the prior written approval of a Facility Mortgagee, in each instance, which approval of Landlord and a Facility Mortgagee shall not be unreasonably withheld, conditioned or delayed; provided, however, that Tenant shall provide Landlord with promptly deliver to Lender a copy of any such proposed financial statements, business plans, capital expenditures plans, reports and estimates received by it under the Management Agreement Agreements that are so requested by Lender, and any other documents relating thereto which Landlord may reasonably request(v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreements. Tenant If Borrower or Operating Lessee shall not, without the prior written consent of Landlord or such Facility Mortgagee, which consent may not be unreasonably withheld or delayed, agree to: (i) any change default in the Manager under any Management Agreement; (ii) performance or observance of any material change in any Management Agreement term, covenant or any material change in the ownership or control of any Manager; (iii) the termination of any Management Agreement; or (iv) the assignment condition of any Management Agreement by any Manager. Each Management on the part of Borrower or Operating Lessee, as applicable, to be performed or observed and such default is not cured within thirty (30) days of written notice from Lender (or if an Event of Default exists), then, without limiting Lender’s other rights or remedies under this Agreement shall provide that Landlord shall receive notice of any defaults thereunder andor the other Loan Documents, at Landlord's option, an opportunity to cure any such defaults. If Landlord shall cure and without waiving or releasing Borrower or Operating Lessee from any of Tenant's defaults its Obligations hereunder or under any the Management AgreementAgreements, Lender shall have the cost of any such cure right, but shall be payable upon demand by Landlord under no obligation, to Tenant pay any sums and to perform any act as Additional Rent. All management feesmay be appropriate to cause all the material terms, payments in connection with any extension of credit covenants and fees for services provided in connection with the operation conditions of the Facility, and all other payments and fees, payable by Tenant Management Agreements on the part of Borrower to any Affiliate of Tenant, shall be subordinated to the obligations of Tenant under this Lease. Tenant shall deliver to Landlord any instrument requested by Landlord to implement the intent of the foregoing provisionperformed or observed."

Management Agreements. Throughout the Term, Tenant Lessee shall not enter into engage any Management Agreement except with a Manager that satisfies Company or allow any tenants, subtenants or sublessees of the definition of "Manager" hereinFacility to engage any Management Company, or such other party approved by Landlord in Landlordwithout Lessor's reasonable discretion, and, if required, the prior written approval of a Facility Mortgagee, in each instanceconsent, which approval of Landlord and a Facility Mortgagee consent shall not be unreasonably withheld, conditioned or delayed; 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 Tenant all payments and fees payable under the Management Agreements are and shall provide Landlord with a copy be subordinate to the payment of any such proposed Management Agreement the obligations under this Lease and any all other documents relating thereto which Landlord may reasonably request. Tenant shall not, without the prior written consent of Landlord or such Facility Mortgagee, which consent may not be unreasonably withheld or delayed, agree to: (i) any change in the Manager under any Management Agreement; (ii) any material change in any Management Agreement or any material change in the ownership or control of any Manager; (iii) the termination of any Management Agreement; or (iv) the assignment of any Management Agreement by any Manager. Each Management Agreement shall provide that Landlord shall receive notice of any defaults thereunder and, at Landlord's option, an opportunity to cure any such defaults. If Landlord shall cure any of Tenant's defaults under any Management Agreement, the cost of any such cure shall be payable upon demand by Landlord to Tenant as Additional Rent. All management fees, payments executed in connection with any extension of credit this Lease and fees for services provided the Purchase Agreement. Lessee agrees that all Management Agreements entered into in connection with the operation Leased Property shall expressly contain provisions acceptable to Lessor which (i) require an assignment of the FacilityManagement 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 (indivixxxxxx xx xxllectively, 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 other payments fees due and fees, payable by Tenant to under any Affiliate of TenantManagement Agreements, shall be subordinated subordinate to the all monetary obligations of Tenant under this Lease. Tenant shall deliver to Landlord any instrument requested by Landlord to implement At the intent request of the foregoing provisionLessor 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. Throughout the Term, Tenant Lessee shall not enter into any Management Agreement except with a Manager that satisfies the definition of "Manager" herein, or such other party approved by Landlord in Landlord's reasonable discretion, and, if required, without the prior written approval of a Facility MortgageeLessor, in each instance, which approval of Landlord and a Facility Mortgagee shall not be unreasonably withheld, conditioned or delayed; provided, however, that Tenant shall provide Landlord with a copy of any such proposed Management Agreement and any other documents relating thereto which Landlord may reasonably request. Tenant Lessee shall not, without the prior written consent approval of Landlord or such Facility MortgageeLessor, in each instance, which consent may approval shall not be unreasonably withheld or delayedwithheld, agree toto or allow: (ia) any change in the Manager under any Management Agreement; (ii) any material change in any Management Agreement or any material change in the ownership or control of any the Manager; , (iiib) the termination of any Management Agreement; Agreement (other than in connection with the exercise by Lessee of any of its remedies under the Management Agreement as a result of any default by the Manager thereunder), (c) any assignment by the Manager of its interest under the Management Agreement or (ivd) any material amendment of the assignment Management Agreement. In addition, Lessee shall, at its sole cost and expense, promptly and fully perform or cause to be performed every covenant, condition, promise and obligation of the licensed operator of the Leased Property under any Management Agreement by any ManagerAgreement. Each Management Agreement shall provide that Landlord Lessor shall receive be provided notice of any defaults thereunder and, at LandlordLessor's option, an opportunity to cure such default. Lessee shall furnish to Lessor, within three (3) days after receipt thereof, or after the mailing or service thereof by Lessee, as the case may be, a copy of each notice of default which Lessee shall give to, or receive from any such defaults. If Landlord shall cure Person, based upon the occurrence, or alleged occurrence, of any default in the performance of Tenant's defaults any covenant, condition, promise or obligation under any Management Agreement. Whenever and as often as Lessee shall fail to perform, promptly and fully, at its sole cost and expense, any covenant, condition, promise or obligation on the cost part of the licensed operator of the Leased Property under and pursuant to any Management Agreement, Lessor, or a lawfully appointed receiver of the Leased Property, may, at their respective options (and without any obligation to do so), after five (5) days' prior notice to Lessee (except in the case of an emergency) enter upon the Leased Property and perform, or cause to be performed, such work, labor, services, acts or things, and take such other steps and do such other acts as they may deem advisable, to cure shall be payable upon demand such defaulted covenant, condition, promise or obligation, and any amount so paid or advanced by Landlord to Tenant as Additional Rent. All management fees, payments Lessor or such receiver and all costs and expenses reasonably incurred in connection with any extension of credit therewith (including, without limitation, attorneys' fees and fees for services provided in connection with the operation of the Facility, expenses and all other payments and fees, payable by Tenant to any Affiliate of Tenantcourt costs), shall be subordinated a demand obligation of Lessee to Lessor or such receiver, and, Lessor shall have the obligations of Tenant under this Lease. Tenant shall deliver same rights and remedies for failure to Landlord pay such costs on demand as for Lessee's failure to pay any instrument requested by Landlord to implement the intent of the foregoing provisionother sums due hereunder."

Management Agreements. Throughout From and after the TermCommencement Date, Tenant neither the Lessee, nor any Sublessee (other than any Sublessee that is not an Affiliate of the Lessee) shall not enter into any Management Agreement except with a Manager that satisfies the definition of "Manager" hereinAgreement, or such other party approved by Landlord in Landlord's reasonable discretion, and, if required, without the prior written approval of a Facility Mortgageethe Lessor and the Fee Mortgagee (to the extent that any such approval from any Fee Mortgagee is required under any Fee Mortgage Loan Documents), in each instance, which approval of Landlord and a Facility Mortgagee from the Lessor shall not be unreasonably withheld, conditioned or delayed; provided, however, that Tenant shall provide Landlord with a copy of any such proposed Management Agreement and any other documents relating thereto which Landlord may reasonably request. Tenant The Lessee shall not, without the prior written consent approval of Landlord or such Facility Mortgageethe Lessor, in each instance, which consent may approval shall not be unreasonably withheld or delayedwithheld, agree toto or allow: (ia) any change in the Manager under any Management Agreement; (ii) any material change in any Management Agreement or any material change in the ownership or control of the Manager to the extent that, pursuant to the Management Agreement, any Manager; such change is prohibited or subject to the Lessee's approval, (iiib) the termination of any Management Agreement; , except (i) if either party thereto exercises any right to terminate the Management Agreement in accordance with its terms (unrelated to an allegation of default) or (ivii) in connection with the assignment exercise by the Lessee of any of its remedies under the Management Agreement as a result of any default by the Manager thereunder), (c) any Managerassignment by the Manager of its interest under the Management Agreement or (d) any material amendment of the Management Agreement. In addition, the Lessee and every Sublessee (other than any Sublessee that is not an Affiliate of the Lessee) shall, at their sole cost and expense, promptly and fully perform or cause to be performed every covenant, condition, promise and obligation of the licensed operator of the Leased Property under any Management Agreement. Each Management Agreement shall provide that Landlord the Lessor shall receive be provided notice of any defaults thereunder and, at Landlordthe Lessor's option, an opportunity to cure such default. The Lessee and any Sublessee (other than any Sublessee that is not an Affiliate of the Lessee) shall furnish to the Lessor, within three (3) days after receipt thereof, or after the mailing or service thereof by the Lessee or such defaultsSublessee, as the case may be, a copy of each notice of default which the Lessee or such Sublessee shall give to, or receive from any Person, based upon the occurrence, or alleged occurrence, of any default in the performance of any covenant, condition, promise or obligation under any Management Agreement. If Landlord Whenever and as often as the Lessee or any Sublessee (other than any Sublessee that is not an Affiliate of the Lessee) shall cure fail to perform, promptly and fully, at its sole cost and expense, any covenant, condition, promise or obligation on the part of Tenant's defaults the licensed operator of the Leased Property under and pursuant to any Management Agreement, the cost Lessor, or a lawfully appointed receiver of the Leased Property, or, subject to the terms of any applicable Fee Mortgage Loan Documents, any Fee Mortgagee may, at their respective options (and without any obligation to do so), after five (5) days' prior notice to the Lessee (except in the case of an emergency) enter upon the Leased Property and perform, or cause to be performed, such work, labor, services, acts or things, and take such other steps and do such other acts as they may deem advisable, to cure shall be payable upon demand such defaulted covenant, condition, promise or obligation, and any amount so paid or advanced by Landlord to Tenant as Additional Rent. All management feesthe Lessor, payments such receiver or such Fee Mortgagee and all costs and expenses reasonably incurred in connection with any extension of credit therewith (including, without limitation, attorneys' fees and fees for services provided in connection with the operation of the Facility, and all other payments and fees, payable by Tenant to any Affiliate of Tenantexpenses), shall be subordinated a demand obligation of the Lessee to the obligations of Tenant under this Lease. Tenant Lessor, such receiver or such Fee Mortgagee, and, such parties shall deliver have the same rights and remedies for failure to Landlord pay such costs on demand as for the Lessee's failure to pay any instrument requested by Landlord to implement the intent of the foregoing provisionother sums due hereunder."

Management Agreements. Throughout From and after the TermCommencement Date, Tenant the Lessee shall not enter into any Management Agreement except with a Manager that satisfies the definition of "Manager" herein, or such other party approved by Landlord in Landlord's reasonable discretion, and, if required, without the prior written approval of a Facility Mortgageethe Lessor, in each instance, which approval of Landlord and a Facility Mortgagee shall not be unreasonably withheld, conditioned or delayed; provided, however, that Tenant shall provide Landlord with a copy of any such proposed Management Agreement and any other documents relating thereto which Landlord may reasonably request. Tenant The Lessee shall not, without the prior written consent approval of Landlord or such Facility Mortgageethe Lessor, in each instance, which consent may approval shall not be unreasonably withheld or delayedwithheld, agree toto or allow: (ia) any change in the Manager under any Management Agreement; (ii) any material change in any Management Agreement or any material change in the ownership or control of the Manager, (b) any Manager; change in the Management Agreement, (iiic) the termination of any Management Agreement; Agreement (other than in connection with the exercise by the Lessee of any of its remedies under the Management Agreement as a result of any default by the Manager thereunder), (d) any assignment by the Manager of its interest under the Management Agreement or (ive) any material amendment of the assignment Management Agreement. In addition, the Lessee shall, at its sole cost and expense, promptly and fully perform or cause to be performed every covenant, condition, promise and obligation of the licensed operator of the Leased Property under any Management Agreement by any ManagerAgreement. Each Management Agreement shall provide that Landlord the Lessor shall receive be provided notice of any defaults thereunder and, at Landlordthe Lessor's option, an opportunity to cure such default. The Lessee shall furnish to the Lessor, within three (3) days after receipt thereof, or after the mailing or service thereof by the Lessee, as the case may be, a copy of each notice of default which the Lessee shall give to, or receive from any such defaultsPerson, based upon the occurrence, or alleged occurrence, of any default in the performance of any covenant, condition, promise or obligation under any Management Agreement. If Landlord Whenever and as often as the Lessee shall cure fail to perform, promptly and fully, at its sole cost and expense, any covenant, condition, promise or obligation on the part of Tenant's defaults the licensed operator of the Leased Property under and pursuant to any Management Agreement, the cost Lessor, or a lawfully appointed receiver of the Leased Property, may, at their respective options (and without any obligation to do so), after five (5) days' prior notice to the Lessee (except in the case of an emergency) enter upon the Leased Property and perform, or cause to be performed, such work, labor, services, acts or things, and take such other steps and do such other acts as they may deem advisable, to cure shall be payable upon demand such defaulted covenant, condition, promise or obligation, and any amount so paid or advanced by Landlord to Tenant as Additional Rent. All management fees, payments the Lessor or such receiver and all costs and expenses reasonably incurred in connection with any extension of credit therewith (including, without limitation, attorneys' fees and fees for services provided in connection with the operation of the Facility, expenses and all other payments and fees, payable by Tenant to any Affiliate of Tenantcourt costs), shall be subordinated a demand obligation of the Lessee to the obligations of Tenant under this Lease. Tenant Lessor or such receiver, and, the Lessor shall deliver have the same rights and remedies for failure to Landlord pay such costs on demand as for the Lessee's failure to pay any instrument requested by Landlord to implement the intent of the foregoing provisionother sums due hereunder."

Management Agreements. Throughout the Term, Tenant Lessee shall not enter into engage any Management Agreement except with a Manager that satisfies Company or allow any tenants, subtenants or sublessees of the definition of "Manager" hereinFacility to engage any Management Company, or such other party approved by Landlord in Landlordwithout Lessor's reasonable discretion, and, if required, the prior written approval of a Facility Mortgagee, in each instanceconsent, which approval of Landlord and a Facility Mortgagee consent shall not be unreasonably withheld, conditioned or delayed; 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 Tenant all payments and fees payable under the Management Agreements are and shall provide Landlord with a copy be subordinate to the payment of any such proposed Management Agreement the obligations under this Lease and any all other documents relating thereto which Landlord may reasonably request. Tenant shall not, without the prior written consent of Landlord or such Facility Mortgagee, which consent may not be unreasonably withheld or delayed, agree to: (i) any change in the Manager under any Management Agreement; (ii) any material change in any Management Agreement or any material change in the ownership or control of any Manager; (iii) the termination of any Management Agreement; or (iv) the assignment of any Management Agreement by any Manager. Each Management Agreement shall provide that Landlord shall receive notice of any defaults thereunder and, at Landlord's option, an opportunity to cure any such defaults. If Landlord shall cure any of Tenant's defaults under any Management Agreement, the cost of any such cure shall be payable upon demand by Landlord to Tenant as Additional Rent. All management fees, payments executed in connection with any extension of credit this Lease and fees for services provided the Purchase Agreement. Lessee agrees that all Management Agreements entered into in connection with the operation Leased Property shall expressly contain provisions acceptable to Lessor which (i) require an assignment of the FacilityManagement 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) xxxxx Xxxxxx the right to terminate the Management Agreement as 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 other payments fees due and fees, payable by Tenant to under any Affiliate of TenantManagement Agreements, shall be subordinated subordinate to the all monetary obligations of Tenant under this Lease. Tenant shall deliver to Landlord any instrument requested by Landlord to implement At the intent request of the foregoing provisionLessor 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. Throughout the Term, Tenant Lessee shall not enter into engage any Management Agreement except with a Manager that satisfies Company or allow any tenants, subtenants or sublessees of the definition of "Manager" hereinFacility to engage any Management Company, or such other party approved by Landlord in Landlordwithout Lessor's reasonable discretion, and, if required, the prior written approval of a Facility Mortgagee, in each instanceconsent, which approval of Landlord and a Facility Mortgagee consent shall not be unreasonably withheld, conditioned or delayed; 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 Tenant all payments and fees payable under the Management Agreements are and shall provide Landlord with a copy be subordinate to the payment of any such proposed Management Agreement the obligations under this Lease and any all other documents relating thereto which Landlord may reasonably request. Tenant shall not, without the prior written consent of Landlord or such Facility Mortgagee, which consent may not be unreasonably withheld or delayed, agree to: (i) any change in the Manager under any Management Agreement; (ii) any material change in any Management Agreement or any material change in the ownership or control of any Manager; (iii) the termination of any Management Agreement; or (iv) the assignment of any Management Agreement by any Manager. Each Management Agreement shall provide that Landlord shall receive notice of any defaults thereunder and, at Landlord's option, an opportunity to cure any such defaults. If Landlord shall cure any of Tenant's defaults under any Management Agreement, the cost of any such cure shall be payable upon demand by Landlord to Tenant as Additional Rent. All management fees, payments executed in connection with any extension of credit this Lease and fees for services provided the Purchase Agreement. Lessee agrees that all Management Agreements entered into in connection with the operation Leased Property shall expressly contain provisions acceptable to Lessor which (i) require an assignment of the FacilityManagement 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 (indixxxxxxxx xx collectively, 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 other payments fees due and fees, payable by Tenant to under any Affiliate of TenantManagement Agreements, shall be subordinated subordinate to the all monetary obligations of Tenant under this Lease. Tenant shall deliver to Landlord any instrument requested by Landlord to implement At the intent request of the foregoing provisionLessor 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. Throughout From and after the Term, Tenant date hereof; neither the Borrower nor any Lessee shall not enter into any Management Agreement except with a Manager that satisfies the definition of "Manager" herein, or such other party approved by Landlord in Landlord's reasonable discretion, and, if required, without the prior written approval consent of a Facility Mortgageethe Lender, in each instance, which approval consent will not be unreasonably withheld. There. shall be no change in the ownership or control (directly or indirectly) of Landlord and a Facility Mortgagee any Manager under any Management Agreement without the prior written consent of the Lender, in each instance, which consent shall not be unreasonably withheld. The Borrower and any Lessee, conditioned at their sole cost and expense, promptly and fully perform or delayed; providedcause to be performed every covenant, howevercondition, that Tenant promise and obligation of the owner of the Mortgaged Property or such Lessee under any Management Agreement. Neither the Borrower nor any Lessee shall provide Landlord cancel (other than in connection with a copy the exercise by the Borrower or the Lessee of any such proposed of its 37 remedies under the Management Agreement and as a result of any default by the Manager thereunder), transfer or assign or amend, in any material respect, any Management Agreement or consent to the cancellation (other documents relating thereto which Landlord may reasonably request. Tenant shall notthan in connection with the exercise by the Borrower or the Lessee of any of its remedies under the Management Agreement as a result of any default by the Manager thereunder), transfer or assignment or material amendment of any Management Agreement by any party thereto, without the prior written consent of Landlord or such Facility Mortgageethe Lender, in each instance, which consent may shall not be unreasonably withheld or delayed, agree to: (i) any change in the Manager under any Management Agreement; (ii) any material change in any Management Agreement or any material change in the ownership or control of any Manager; (iii) the termination of any Management Agreement; or (iv) the assignment of any Management Agreement by any Managerwithheld. Each Management Agreement shall provide that Landlord the Lender shall receive be provided notice of any defaults thereunder and, at Landlordthe Lender's option, an opportunity to cure such default. The Borrower or any such defaultsLessee shall furnish to the Lender, within three (3) days after receipt thereof, or after the mailing or service thereof by the Borrower or any Lessee, as the case may be, a copy of each notice of default which the Borrower or any Lessee shall give to; or receive from any Person, based upon the occurrence, or alleged occurrence, of any default in the performance of any covenant, condition, promise or obligation under any Management Agreement. If Landlord shall cure Whenever and as often as the Borrower or any Lessee shall. fail to perform, promptly and fully, at their sole cost and expense, any covenant, condition, promise or obligation on the part of Tenant's defaults the owner of the Mortgaged Property or a Lessee thereof under and pursuant to any Management Agreement, the cost Lender, or a lawfully appointed receiver of the Mortgaged Property, may, at their respective Options (and without any obligation to do so), after five (5) days' prior notice to the Borrower (except in the case of an emergency) enter upon the Mortgaged Property and perform, or cause to be performed, such work, labor, services, acts or things, and take such other steps and do such other acts as they may deem advisable, to cure shall be payable upon demand such defaulted covenant, condition, promise or obligation, and any amount so paid or advanced by Landlord to Tenant as Additional Rent. All management fees, payments the Lender or such receiver and all costs and expenses reasonably incurred in connection with any extension of credit therewith (including, without limitation, attorneys' fees and fees for services provided in connection with the operation of the Facility, expenses and all other payments and fees, payable by Tenant to any Affiliate of Tenantcourt costs), shall be subordinated a demand obligation of the Borrower to the obligations Lender or such receiver, and, to the extent permitted by applicable law, shall be added to the Loan Obligations and shall be secured by the Liens created by the Mortgage and the other Loan Documents as fully and effectively and with the same priority as every other obligation thereunder and, if not paid within ten (10) days after demand, shall thereafter, to the extent permitted under applicable law, bear interest at the Advances Rate until the date of Tenant under this Lease. Tenant shall deliver to Landlord any instrument requested by Landlord to implement the intent of the foregoing provisionpayment."

Management Agreements. Throughout (a) In the Termevent that any Individual Property is or becomes subject to a Management Agreement with a Person that is not an "affiliate" (as defined in the applicable Operating Lease) of the applicable Operating Lessee, Tenant Lender shall have the right to reasonably approve such Manager in advance (and any replacement Manager) and the applicable Management Agreement. The fee due under any Management Agreement, and the terms and provisions of each Management Agreement, shall be subordinate to this Agreement and the applicable Mortgage, and each Manager shall agree to attorn to Lender. Borrower shall not terminate, cancel, modify, renew or extend any Management Agreement, or enter into any Management Agreement except with a Manager that satisfies agreement relating to the definition management or operation of "Manager" herein, or such other party approved by Landlord in Landlord's reasonable discretion, and, if required, the prior Properties without the express written approval consent of a Facility Mortgagee, in each instanceLender, which approval of Landlord and a Facility Mortgagee consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned; provided, however, after a Securitization, with -------- ------- respect to a new Manager such consent may be conditioned upon Borrower delivering evidence in writing from the applicable Rating Agencies to the effect that Tenant shall provide Landlord such new Manager will not result in a downgrade, withdrawal or qualification of the respective ratings then in effect for any Securities issued in connection with a copy Securitization. If at any time Lender consents to the appointment of any a new Manager, such proposed new Manager and Borrower or the Operating Lessee, as applicable, shall, as a condition of Lender's consent, execute a Manager's Consent and Subordination of Management Agreement substantially in the form attached hereto as Schedule X (as such form may be amended by ---------- Lender consistent with prudent underwriting standards). Each Management Agreement (and any other documents relating thereto which Landlord may reasonably request. Tenant shall not, without the prior written consent of Landlord amendments or such Facility Mortgagee, which consent may not be unreasonably withheld or delayed, agree to: modifications thereto) must provide that (i) upon a termination of the related Operating Lease or a termination of Borrower's or Operating Lessee's right to possession of the applicable Individual Property for any change in reason, such Management Agreement may be terminated by Lender without liability for any payment due or to become due to the Manager under any Management Agreement; thereunder, (ii) any material change in any Management Agreement or any material change in the ownership or control of any Manager; (iii) the termination of any Management Agreement; or (iv) the assignment of any Management Agreement by any Manager. Each Management Agreement shall provide that Landlord shall receive notice of any defaults thereunder and, at Landlord's option, an opportunity to cure any such defaults. If Landlord shall cure any of Tenant's defaults under any Management Agreement, the cost of any such cure shall be payable upon demand by Landlord to Tenant as Additional Rent. All management fees, payments in connection with any extension of credit and fees for services provided in connection with the operation of the Facility, and all other payments and fees, payable by Tenant to any Affiliate of Tenant, shall be subordinated to payments of Rent thereunder, and (iii) in the obligations event Borrower or Operating Lessee, as applicable, is in default, such Manager shall, at the election of Tenant Lender and provided that such Manager continues to be paid, continue to perform under this Lease. Tenant shall deliver to Landlord any instrument requested by Landlord to implement the intent terms of the foregoing provisionManagement Agreement for a period not to exceed ninety (90) days. No fees or other amounts payable to Borrower by Manager under such Management Agreements shall excuse Borrower from its obligations to pay Rent and other amounts to the Bank (as defined in the Cash Management Agreement) to be held and applied in accordance with the Cash Management Agreement. To the extent that there is no Operating Lessee and Borrower directly enters into a management agreement, it shall also provide that (i) if at any time under the term of the Loan the property manager becomes insolvent or a debtor in any bankruptcy or insolvency proceeding or (ii) Borrower is in default beyond applicable notice and cure periods under the Loan, Lender may terminate and remove the property manager and replace the manager with a manager acceptable to Lender and any Rating Agencies in their sole discretion; such manger shall receive a property management fee not to exceed then current market rates."

Management Agreements. Throughout the Term, Tenant Lessee shall not enter into engage any Management Agreement except with a Manager that satisfies Company or allow any tenants, subtenants or sublessees of the definition of "Manager" hereinFacility to engage any Management Company, or such other party approved by Landlord in Landlordwithout Lessor's reasonable discretion, and, if required, the prior written approval of a Facility Mortgagee, in each instanceconsent, which approval of Landlord and a Facility Mortgagee consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Tenant Lessor's rights relating to any Management Company as set forth in Section 16.2 hereof shall provide Landlord with a copy be at Lessor's sole and absolute discretion. Lessee shall, if required by Lessor, assign all of any such proposed Lessee's rights under the Management 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 relating thereto which Landlord may reasonably request. Tenant shall not, without the prior written consent of Landlord or such Facility Mortgagee, which consent may not be unreasonably withheld or delayed, agree to: (i) any change in the Manager under any Management Agreement; (ii) any material change in any Management Agreement or any material change in the ownership or control of any Manager; (iii) the termination of any Management Agreement; or (iv) the assignment of any Management Agreement by any Manager. Each Management Agreement shall provide that Landlord shall receive notice of any defaults thereunder and, at Landlord's option, an opportunity to cure any such defaults. If Landlord shall cure any of Tenant's defaults under any Management Agreement, the cost of any such cure shall be payable upon demand by Landlord to Tenant as Additional Rent. All management fees, payments executed in connection with any extension of credit this Lease and fees for services provided the Purchase Agreement. Lessee agrees that all Management Agreements entered into in connection with the operation Leased Property shall expressly contain provisions acceptable to Lessor which (i) require an assignment of the FacilityManagement 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 (indivixxxxxx xx xxllectively, if more than one (1)) upon an Event of Default or Default 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 other payments fees due and fees, payable by Tenant to under any Affiliate of TenantManagement Agreements, shall be subordinated subordinate to the all monetary obligations of Tenant under this Lease. Tenant shall deliver to Landlord any instrument requested by Landlord to implement At the intent request of the foregoing provisionLessor 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. Throughout For a period of thirty (30) days following the TermSigning Date, Tenant shall not enter into any Management Agreement except with a Manager that satisfies the definition of "Manager" hereinArch, or such other party approved by Landlord in Landlord's reasonable discretionPageNet SMR, and, if required, the prior written approval of a Facility Mortgagee, in each instance, which approval of Landlord SPV Holdings and a Facility Mortgagee shall not be unreasonably withheld, conditioned or delayed; provided, however, that Tenant shall provide Landlord with a copy of any such proposed Management Agreement and any other documents relating thereto which Landlord may reasonably request. Tenant shall not, without the prior written consent of Landlord or such Facility Mortgagee, which consent may not be unreasonably withheld or delayed, agree to: SPV (i) any change in shall provide Nextel with such information as Nextel shall reasonably request concerning the Manager under any Management Agreement; Agreements and (ii) any material change shall cooperate with Nextel in any facilitating the assignment to Nextel, contingent upon the assignment of the affected Licenses, of the rights and obligations of such Arch Group member under such Management Agreement that Nextel, in its sole discretion, elects in writing to assume. On or before the end of such thirty (30) day period, Nextel shall identify in writing to Arch each such Management Agreement that Nextel elects to assume (each, an "Assumed Management Agreement") and Arch shall take all necessary action to cancel, buy-out or otherwise terminate each of the Management Agreements that Nextel has not elected to assume (without any material change in cost to SPV) such that none of such Management Agreements will have any adverse effect upon the ownership ability of Arch, PageNet SMR, SPV Holdings or control SPV to consummate the transactions contemplated by this Agreement or by the other Transaction Documents or will impose any obligation, liability, restriction or other encumbrance whatsoever upon Nextel or, on and after the Closing related to any of the Licenses, any of such Licenses. Arch, PageNet SMR, SPV Holdings and SPV shall use their commercially reasonable efforts, without having to make any expenditures, to cause the Assumed Management Agreements, if any, to be transferred and assigned to Nextel. None of Arch, PageNet SMR, SPV Holdings or SPV shall be deemed to have made any warranty or representation with regard to the validity or enforceability of any Manager; (iii) Assumed Management Agreement that is assigned to and assumed by Nextel. To the termination extent that Nextel or an affiliate of Nextel operates pursuant to a Management Agreement facilities authorized by any of the Licenses, Nextel shall take no action, except as may be required by law or by any member of the Arch Group pursuant to the terms of any Management Agreement; or (iv) the assignment of any Management Agreement by any Manager. Each Management Agreement shall provide , that Landlord shall receive notice of any defaults thereunder and, at Landlord's option, an opportunity to cure any such defaults. If Landlord shall cure would cause any of Tenant's defaults under any Management Agreement, such Licenses to fail to meet the cost of any such cure shall standards to be payable upon demand by Landlord to Tenant Delivered (as Additional Rent. All management fees, payments defined in connection with any extension of credit and fees for services provided in connection with the operation of the Facility, and all other payments and fees, payable by Tenant to any Affiliate of Tenant, shall be subordinated to the obligations of Tenant under this Lease. Tenant shall deliver to Landlord any instrument requested by Landlord to implement the intent of the foregoing provisionSection 1.06)."

Management Agreements. Throughout the Term, Tenant Lessee shall not enter into engage any Management Agreement except with a Manager that satisfies Company or allow any tenants, subtenants or sublessees of the definition of "Manager" hereinFacility to engage any Management Company, or such other party approved by Landlord in Landlordwithout Lessor's reasonable discretion, and, if required, the prior written approval of a Facility Mortgagee, in each instanceconsent, which approval of Landlord and a Facility Mortgagee consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Tenant Lessor's rights relating to any Management Company as set forth in Section 16.2 hereof shall provide Landlord with a copy be at Lessor's sole and absolute discretion. Lessee shall, if required by Lessor, assign all of any such proposed Lessee's rights under the Management 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 relating to the Management Agreements, which assignment shall be in such form and content as reasonably acceptable to Lessor and/or any other documents relating thereto which Landlord may reasonably lender providing financing to Lessor, and shall be delivered to Lessor within ten (10) days after Lessor's request. Tenant shall not, without the prior written consent of Landlord or such Facility Mortgagee, which consent may not be unreasonably withheld or delayed, agree to: (i) any change in the Manager under any Lessee agrees that all Management Agreement; (ii) any material change in any Management Agreement or any material change in the ownership or control of any Manager; (iii) the termination of any Management Agreement; or (iv) the assignment of any Management Agreement by any Manager. Each Management Agreement shall provide that Landlord shall receive notice of any defaults thereunder and, at Landlord's option, an opportunity to cure any such defaults. If Landlord shall cure any of Tenant's defaults under any Management Agreement, the cost of any such cure shall be payable upon demand by Landlord to Tenant as Additional Rent. All management fees, payments in connection with any extension of credit and fees for services provided Agreements entered into in connection with the operation Leased Property shall expressly contain provisions acceptable to Lessor which (i) require an assignment of the FacilityManagement Agreements to Lessor upon request by Lessor, (ii) xxxxx Xxxxxx the right to terminate the Management Agreement (individually or collectively, if more than one (1)) upon a default hereunder or upon a default under such applicable Management Agreement, and (iii) require the Management Company to execute and deliver to Lessor within ten (10) days from Lessor's request an estoppel certificate and/or assignment 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. At the request of the Lessor from time to time, Lessee shall execute and obtain from all other payments and feesparties subject to such Management Agreements executed written confirmation of such assignment, payable by Tenant to any Affiliate of Tenant, which shall be subordinated delivered to the obligations of Tenant under this Lease. Tenant shall deliver to Landlord any instrument requested by Landlord to implement the intent of the foregoing provisionLessor within ten (10) days from Lessor's request."

Management Agreements. Throughout From and after the TermCommencement Date, Tenant the Lessee shall not enter into any Management Agreement except with a Manager that satisfies the definition of "Manager" herein, or such other party approved by Landlord in Landlord's reasonable discretion, and, if required, without the prior written approval of a Facility Mortgageethe Lessor, in each instance, which approval of Landlord and a Facility Mortgagee shall not be unreasonably withheld, conditioned or delayed; provided, however, that Tenant shall provide Landlord with a copy of any such proposed Management Agreement and any other documents relating thereto which Landlord may reasonably request. Tenant The Lessee shall not, without the prior written consent approval of Landlord or such Facility Mortgageethe Lessor, in each instance, which consent may approval shall not be unreasonably withheld or delayedwithheld, agree to: to or allow (iA) any change in the any Manager under any Management Agreement; (ii) any material change in any Management Agreement or any material change in the ownership or control of any Manager; Manager except as otherwise permitted by the provisions of Sections 16.1(h)(vi) and 16.1(i), (iiiB) the termination of any Management Agreement; Agreement (other than in connection with the exercise by the Lessee of any of its remedies under the Management Agreement as a result of any default by the Manager thereunder), (C) any assignment by any Manager of its interest under any Management Agreement or (ivD) the assignment any material amendment of any Management Agreement. In addition, the Lessee shall, at its sole cost and expense, promptly and fully perform or cause to be performed every covenant, condition, promise and obligation of the licensed operator of the Leased Property under any Management Agreement. Notwithstanding the foregoing, in the event that the Lessee enters into any Management Agreement by any Managerwith an Affiliate of the Lessee, the Lessor shall consent to the execution and delivery of such Management Agreement, provided, that, concurrently with the execution and delivery of such Management Agreement, the Affiliated Party Subordination Agreement and the Environmental Indemnity Agreement are amended so as to add as a party thereto the applicable Affiliate of the Lessee that is to be the Manager (so that, among other things, the payments to be made under such Management Agreement are fully subordinated to the Lease Obligations). Each Management Agreement shall provide that Landlord the Lessor shall receive be provided notice of any defaults thereunder and, at Landlordthe Lessor's option, an opportunity to cure such default. The Lessee shall furnish to the Lessor, within three (3) days after receipt thereof, or after the mailing or service thereof by the Lessee, as the case may be, a copy of each notice of default which the Lessee shall give to, or receive from any such defaultsPerson, based upon the occurrence, or alleged occurrence, of any default in the performance of any covenant, condition, promise or obligation under any Management Agreement. If Landlord Whenever and as often as the Lessee shall cure fail to perform, promptly and fully, at its sole cost and expense, any covenant, condition, promise or obligation on the part of Tenant's defaults the licensed operator of the Leased Property under and pursuant to any Management Agreement, the cost Lessor, or a lawfully appointed receiver of the Leased Property, may, at their respective options (and without any obligation to do so), after five (5) days' prior notice to the Lessee (except in the case of an emergency) enter upon the Leased Property and perform, or cause to be performed, such work, labor, services, acts or things, and take such other steps and do such other acts as they may deem advisable, to cure shall be payable upon demand such defaulted covenant, condition, promise or obligation, and any amount so paid or advanced by Landlord to Tenant as Additional Rent. All management fees, payments the Lessor or such receiver and all costs and expenses reasonably incurred in connection with any extension of credit therewith (including, without limitation, attorneys' fees and fees for services provided in connection with the operation of the Facility, expenses and all other payments and fees, payable by Tenant to any Affiliate of Tenantcourt costs), shall be subordinated a demand obligation of the Lessee to the obligations of Tenant under this LeaseLessor or such receiver, and, the Lessor shall have the same rights and remedies for failure to pay such costs on demand as for the Lessee's failure to pay any other sums due hereunder. Tenant shall deliver to Landlord any instrument requested by Landlord to implement the intent of the foregoing provision."ARTICLE

Management Agreements. Throughout From and after the TermCommencement Date, Tenant neither the Lessee, nor any Sublessee (other than Deaconess and any other Sublessee that is not an Affiliate of the Lessee) shall not enter into any Management Agreement except with a Manager that satisfies the definition of "Manager" hereinAgreement, or such other party approved by Landlord in Landlord's reasonable discretion, and, if required, without the prior written approval of a Facility Mortgageethe Lessor, in each instance, which approval of Landlord and a Facility Mortgagee shall not be unreasonably withheld, conditioned or delayed; provided, however, that Tenant shall provide Landlord with a copy of any such proposed Management Agreement and any other documents relating thereto which Landlord may reasonably request. Tenant The Lessee shall not, without the prior written consent approval of Landlord or such Facility Mortgageethe Lessor, in each instance, which consent may approval shall not be unreasonably withheld or delayedwithheld, agree toto or allow: (ia) any change in the Manager under any Management Agreement; (ii) any material change in any Management Agreement or any material change in the ownership or control of the Manager, (b) any Manager; change in the Management Agreement, (iiic) the termination of any Management Agreement; Agreement (other than in connection with the exercise by the Lessee of any of its remedies under the Management Agreement as a result of any default by the Manager thereunder), (d) any assignment by the Manager of its interest under the Management Agreement or (ive) any material amendment of the assignment Management Agreement. In addition, the Lessee and every Sublessee (other than Deaconess and any other Sublessee that is not an Affiliate of the Lessee) shall, at their sole cost and expense, promptly and fully perform or cause to be performed every covenant, condition, promise and obligation of the licensed operator of the Leased Property under any Management Agreement by any ManagerAgreement. Each Management Agreement shall provide that Landlord the Lessor shall receive be provided notice of any defaults thereunder and, at Landlordthe Lessor's option, an opportunity to cure such default. The Lessee and any Sublessee (other than Deaconess and any other Sublessee that is not an Affiliate of the Lessee) shall furnish to the Lessor, within three (3) days after receipt thereof, or after the mailing or service thereof by the Lessee or such defaultsSublessee, as the case may be, a copy of each notice of default which the Lessee or such Sublessee shall give to, or receive from any Person, based upon the occurrence, or alleged occurrence, of any default in the performance of any covenant, condition, promise or obligation under any Management Agreement. If Landlord Whenever and as often as the Lessee or any Sublessee (other than Deaconess and any other Sublessee that is not an Affiliate of the Lessee) shall cure fail to perform, promptly and fully, at its sole cost and expense, any covenant, condition, promise or obligation on the part of Tenant's defaults the licensed operator of the Leased Property under and pursuant to any Management Agreement, the cost Lessor, or a lawfully appointed receiver of the Leased Property, may, at their respective options (and without any obligation to do so), after five (5) days' prior notice to the Lessee (except in the case of an emergency) enter upon the Leased Property and perform, or cause to be performed, such work, labor, services, acts or things, and take such other steps and do such other acts as they may deem advisable, to cure shall be payable upon demand such defaulted covenant, condition, promise or obligation, and any amount so paid or advanced by Landlord to Tenant as Additional Rent. All management fees, payments the Lessor or such receiver and all costs and expenses reasonably incurred in connection with any extension of credit therewith (including, without limitation, attorneys' fees and fees for services provided in connection with the operation of the Facility, expenses and all other payments and fees, payable by Tenant to any Affiliate of Tenantcourt costs), shall be subordinated a demand obligation of the Lessee to the obligations of Tenant under this Lease. Tenant Lessor or such receiver, and, the Lessor shall deliver have the same rights and remedies for failure to Landlord pay such costs on demand as for the Lessee's failure to pay any instrument requested by Landlord to implement the intent of the foregoing provisionother sums due hereunder."

Management Agreements. Throughout the Term, Tenant The Borrower Parties shall not enter into engage any Management Agreement except with a Manager Company (provided, however, that satisfies the definition MPT Parties hereby acknowledge and consent to the Borrower Parties' engagement of "the Current Manager" herein) or permit, allow, approve or such other party approved by Landlord in Landlord's reasonable discretionsuffer any Tenants of the Hospital that are subject to any New Tenant Lease to engage any Management Company, and, if required, without the MPT Parties' prior written approval of a Facility Mortgagee, in each instanceconsent, which approval of Landlord and a Facility Mortgagee consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Tenant the MPT Parties' rights relating to any Management Company as set forth in Article X hereof shall provide Landlord with a copy be at the MPT Parties' sole and absolute discretion. The Borrower Parties shall, if required by the MPT Parties, assign all of the Borrower Parties' rights under the Management Agreements to the MPT Parties and the MPT Parties shall be entitled to assign same to any third party, including any lender of any of the MPT Parties. At the request of the MPT Parties from time to time, the applicable Borrower Parties shall execute and deliver (and require the 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 proposed Management Agreement form and content as reasonably acceptable to the MPT Parties and/or any other documents relating thereto which Landlord may reasonably lender providing financing to any of the MPT Parties or their Affiliates, shall be delivered to the MPT Parties within ten (10) days after the MPT Parties' request. Tenant shall not, without the prior written consent of Landlord or such Facility Mortgagee, which consent may not be unreasonably withheld or delayed, The Borrower Parties agree to: (i) any change in the Manager under any that all Management Agreement; (ii) any material change in any Management Agreement or any material change in the ownership or control of any Manager; (iii) the termination of any Management Agreement; or (iv) the assignment of any Management Agreement by any Manager. Each Management Agreement shall provide that Landlord shall receive notice of any defaults thereunder and, at Landlord's option, an opportunity to cure any such defaults. If Landlord shall cure any of Tenant's defaults under any Management Agreement, the cost of any such cure shall be payable upon demand by Landlord to Tenant as Additional Rent. All management fees, payments in connection with any extension of credit and fees for services provided Agreements entered into in connection with the operation Collateral or the Hospital shall expressly contain provisions acceptable to the MPT Parties which (i) require an assignment of the FacilityManagement Agreements to the MPT Parties upon request by the MPT Parties, (ii) confirm and warrant that all sums due and payable under the Management Agreements are subordinate to the Loan Documents, (iii) grant the MPT Parties the right to terminate the Management Agreement (individually or collectively, if more than one (1)) 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 the MPT Parties within ten (10) days from the MPT Parties' request an estoppel certificate, assignment and/or subordination agreement as required by the MPT Parties and/or any lender providing financing to any of the MPT Parties, in such form and content as is acceptable to the MPT Parties and/or such lender, and (v) require that all other payments fees due and fees, payable by Tenant to under any Affiliate of Tenant, Management Agreements shall be subordinated subordinate to all monetary obligations under the Loan Documents. At the request of any of the MPT Parties from time to time, 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 the obligations of Tenant under this Lease. Tenant shall deliver to Landlord any instrument requested by Landlord to implement MPT Parties within ten (10) days from the intent of the foregoing provisionMPT Parties' request."

Management Agreements. Throughout From and after the TermCommencement Date, Tenant the Lessee shall not enter into any Management Agreement except with a Manager that satisfies the definition of "Manager" herein, or such other party approved by Landlord in Landlord's reasonable discretion, and, if required, without the prior written approval of a Facility Mortgageethe Lessor and the Fee Mortgagee (to the extent that any such approval from any Fee Mortgagee is required under any Fee Mortgage Loan Documents), in each instance, which approval of Landlord and a Facility Mortgagee from the Lessor shall not be unreasonably withheld, conditioned or delayed; provided, however, that Tenant shall provide Landlord with a copy that, subject to the terms of any such proposed applicable Fee Mortgage Loan Documents, the Lessee may enter into a Management Agreement and any other documents relating thereto which Landlord may reasonably requestwith an Affiliate of the Lessee without the approval of the Lessor. Tenant The Lessee shall not, without the prior written approval of the Lessor and any Fee Mortgagee (to the extent that any such consent of Landlord or such Facility Mortgageefrom any Fee Mortgagee is required under any Fee Mortgage Loan Documents), in each instance, which consent may approval shall not be unreasonably withheld or delayedwithheld, agree toto or allow: (ia) any change in the Manager under any Management Agreement; (ii) any material change in any Management Agreement or any material change in the ownership or control of the Manager, to the extent that, subject to the terms of the Management Agreement, any Manager; such change is prohibited or subject to the Lessee's approval, (iiib) the termination of any Management Agreement; , except (i) if either party thereto exercises a right to terminate the Management Agreement in accordance with its terms (unrelated to an allegation of a default) or (ivii) in connection with the assignment exercise by the Lessee of any of its remedies under the Management Agreement as a result of any default by the Manager thereunder, (c) any Manager. Each assignment by the Manager of its interest under the Management Agreement (except to an Affiliate of the Lessee) or (d) any material amendment of the Management Agreement. In addition, the Lessee shall, at its sole cost and expense, promptly and fully perform or cause to be performed every covenant, condition, promise and obligation of the licensed operator of the Leased Property under any Management Agreement. The Lessee shall provide that Landlord shall receive furnish to the Lessor and any Fee Mortgagee, within three (3) Business Days after receipt thereof, or after the mailing or service thereof by the Lessee, as the case may be, a copy of each notice of default which the Lessee shall give to, or receive from any defaults thereunder andPerson, based upon the occurrence, or alleged occurrence, of any default in the performance of any covenant, condition, promise or obligation under any Management Agreement. Whenever and as often as the Lessee shall fail to perform, promptly and fully, at Landlord's optionits sole cost and expense, an opportunity any covenant, condition, promise or obligation on the part of the licensed operator of the Leased Property under and pursuant to cure any such defaults. If Landlord shall cure any of Tenant's defaults under any Management Agreement, the cost Lessor, or a lawfully appointed receiver of the Leased Property, or, subject to the terms of any such cure applicable Fee Mortgage Loan Documents, any Fee Mortgagee may, at their respective options (and without any obligation to do so), after five (5) days' prior notice to the Lessee (except in the case of an emergency, in which event, no notice shall be payable required) enter upon demand the Leased Property and perform, or cause to be performed, such work, labor, services, acts or things, and take such other steps and do such other acts as they may deem advisable, to cure such defaulted covenant, condition, promise or obligation, and any amount so paid or advanced by Landlord to Tenant as Additional Rent. All management feesthe Lessor, payments such receiver or such Fee Mortgagee and all costs and expenses reasonably incurred in connection with any extension of credit therewith (including, without limitation, attorneys' fees and fees for services provided in connection with the operation of the Facility, and all other payments and fees, payable by Tenant to any Affiliate of Tenantexpenses), shall be subordinated a demand obligation of the Lessee to the obligations of Tenant under this Lease. Tenant Lessor, such receiver or such Fee Mortgagee, and, such parties shall deliver have the same rights and remedies for failure to Landlord pay such costs on demand as for the Lessee's failure to pay any instrument requested by Landlord to implement the intent of the foregoing provisionother sums due hereunder."

Management Agreements. Throughout the Term, Tenant Lessee shall not enter into engage any Management Agreement except with a Manager that satisfies Company or allow any tenants, subtenants or sublessees of the definition of "Manager" hereinFacility to engage any Management Company, or such other party approved by Landlord in Landlordwithout Lessor's reasonable discretion, and, if required, the prior written approval of a Facility Mortgagee, in each instanceconsent, which approval of Landlord and a Facility Mortgagee consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Tenant Lessor's rights relating to any Management Company as set forth in Section 16.2 hereof shall provide Landlord with a copy be at Lessor's sole and absolute discretion. Lessee shall, if required by Lessor, assign all of any such proposed Lessee's rights under the Management 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 relating thereto which Landlord may reasonably request. Tenant shall not, without the prior written consent of Landlord or such Facility Mortgagee, which consent may not be unreasonably withheld or delayed, agree to: (i) any change in the Manager under any Management Agreement; (ii) any material change in any Management Agreement or any material change in the ownership or control of any Manager; (iii) the termination of any Management Agreement; or (iv) the assignment of any Management Agreement by any Manager. Each Management Agreement shall provide that Landlord shall receive notice of any defaults thereunder and, at Landlord's option, an opportunity to cure any such defaults. If Landlord shall cure any of Tenant's defaults under any Management Agreement, the cost of any such cure shall be payable upon demand by Landlord to Tenant as Additional Rent. All management fees, payments executed in connection with any extension of credit this Lease and fees for services provided the Purchase Agreement. Lessee agrees that all Management Agreements entered into in connection with the operation Leased Property shall expressly contain provisions acceptable to Lessor which (i) require an assignment of the FacilityManagement 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) xxxxx Xxxxxx the right to terminate the Management Agreement (individually or collectively, if more than one (1)) upon an Event of Default or Default 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 other payments fees due and fees, payable by Tenant to under any Affiliate of TenantManagement Agreements, shall be subordinated subordinate to the all monetary obligations of Tenant under this Lease. Tenant shall deliver to Landlord any instrument requested by Landlord to implement At the intent request of the foregoing provisionLessor 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. Throughout From and after the TermCommencement Date, Tenant the Lessee shall not enter into any Management Agreement except with a Manager that satisfies other than the definition of "Manager" herein, or such other party approved by Landlord in Landlord's reasonable discretion, and, if required, Current Management Agreement without the prior written approval of a Facility Mortgageethe Lessor, in each instance, which approval of Landlord and a Facility Mortgagee shall not be unreasonably withheld, conditioned or delayed; provided, however, that Tenant shall provide Landlord with the Lessee may enter into a copy of any such proposed Management Agreement and any other documents relating thereto which Landlord may reasonably requestwith an Affiliate of the Lessee without the approval of the Lessor. Tenant The Lessee shall not, without the prior written consent approval of Landlord or such Facility Mortgageethe Lessor, in each instance, which consent may approval shall not be unreasonably withheld or delayedwithheld, agree toto or allow: (ia) any change in the Manager under any Management Agreement; (ii) any material change in any Management Agreement or any material change in the ownership or control of any the Manager; , (iiib) the termination of any Management Agreement; Agreement (other than in connection with the exercise by the Lessee of any of its remedies under the Management Agreement as a result of any default by the Manager thereunder), (c) any assignment by the Manager of its interest under the Management Agreement (except to an Affiliate of the Lessee) or (ivd) any material amendment of the assignment Management Agreement. In addition, the Lessee shall, at its sole cost and expense, promptly and fully perform or cause to be performed every covenant, condition, promise and obligation of the licensed operator of the Leased Property under any Management Agreement by any ManagerAgreement. Each Management Agreement shall provide that Landlord the Lessor shall receive be provided notice of any defaults thereunder and, at Landlordthe Lessor's option, an opportunity to cure such default. The Lessee shall furnish to the Lessor, within three (3) days after receipt thereof, or after the mailing or service thereof by the Lessee, as the case may be, a copy of each notice of default which the Lessee shall give to, or receive from any such defaultsPerson, based upon the occurrence, or alleged occurrence, of any default in the performance of any covenant, condition, promise or obligation under any Management Agreement. If Landlord Whenever and as often as the Lessee shall cure fail to perform, promptly and fully, at its sole cost and expense, any covenant, condition, promise or obligation on the part of Tenant's defaults the licensed operator of the Leased Property under and pursuant to any Management Agreement, the cost Lessor, or a lawfully appointed receiver of the Leased Property, may, at their respective options (and without any such cure obligation to do so), after three (3) days' prior notice to the Lessee (except in the case of an emergency in which event no notice shall be payable required) enter upon demand the Leased Property and perform, or cause to be performed, such work, labor, services, acts or things, and take such other steps and do such other acts as they may deem advisable, to cure such defaulted covenant, condition, promise or obligation, and any amount so paid or advanced by Landlord to Tenant as Additional Rent. All management fees, payments the Lessor or such receiver and all costs and expenses reasonably incurred in connection with any extension of credit therewith (including, without limitation, attorneys' fees and fees for services provided in connection with the operation of the Facility, expenses and all other payments and fees, payable by Tenant to any Affiliate of Tenantcourt costs), shall be subordinated a demand obligation of the Lessee to the obligations of Tenant under this Lease. Tenant Lessor or such receiver, and, the Lessor shall deliver have the same rights and remedies for failure to Landlord pay such costs on demand as for the Lessee's failure to pay any instrument requested by Landlord to implement the intent of the foregoing provisionother sums due hereunder."