Common use of Management Agreements Clause in Contracts

Management Agreements. 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 relate to the entirety of any Facility and are expressly subordinate to this Master Lease (and provided Tenant or any applicable Operating Subtenant does not enter into management agreements or similar arrangements with respect to a Material Portion of any Facility). In addition, Tenant shall have the right to enter into management agreements or similar arrangements (including any amendments thereto) or amend or modify existing management agreements or similar arrangements that exceed the then-existing Term with third parties with Landlord’s consent, which consent shall not be unreasonably withheld, conditioned or delayed (it being understood, Landlord’s withholding of consent to any of the foregoing shall be deemed unreasonable if such management agreement is on commercially reasonable terms at the time in question taking into consideration, among other things, the identity of the manager, the term of such management agreement and Landlord’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)). Any management agreement entered into pursuant to this Section 22.8 shall be entitled to the provisions of Section 22.3(c) regarding the right of such manager to a non-disturbance and attornment agreement. 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 requirement that it not enter into management agreements with respect to a Material Portion of such Facility shall also be the portion of such Facility that Tenant or any applicable Operating Subtenant does not sublease in order to comply with the similar requirement contained in Section 22.3. For the avoidance of doubt, all management agreements made or amended pursuant to this Section 22.8 shall be subject to Section 40.1 and in compliance with all applicable Gaming Regulations.

Management Agreements. 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 hereofCommencement 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 relate to the entirety of any Facility and are expressly subordinate to this Master Lease (and provided Tenant or any applicable Operating Subtenant does not enter into management agreements or similar arrangements with respect to a Material Portion of any Facility). In addition, Tenant shall have the right to enter into management agreements or similar arrangements (including any amendments thereto) or amend or modify existing management agreements or similar arrangements that exceed the then-existing Term with third parties with Landlord’s consent, which consent shall not be unreasonably withheld, conditioned or delayed (it being understood, Landlord’s withholding of consent to any of the foregoing shall be deemed unreasonable if such management agreement is on commercially reasonable terms at the time in question taking into consideration, among other things, the identity of the manager, the term of such management agreement and Landlord’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)). Any management agreement entered into pursuant to this Section 22.8 shall be entitled to the provisions of Section 22.3(c) regarding the right of such manager to a non-disturbance and attornment agreement. 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 requirement that it not enter into management agreements with respect to a Material Portion of such Facility shall also be the portion of such Facility that Tenant or any applicable Operating Subtenant does not sublease in order to comply with the similar requirement contained in Section 22.3. For the avoidance of doubt, all management agreements made or amended pursuant to this Section 22.8 shall be subject to Section 40.1 and in compliance with all applicable Gaming Regulations.

Management Agreements. Tenant represents and warrants that Schedule 5 contains a true(a) To the extent necessary, 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 relate to the entirety event of any Facility and are expressly subordinate to this Master Lease (and provided Tenant transfer, divestment or separating out of any Non-Key Licenses or any applicable Operating Subtenant does not enter into management agreements or similar arrangements with respect of the Companies holding a Non-Key License as contemplated by Section 8.20(a) above, the Companies agree to a Material Portion of any Facility). In addition, Tenant shall have cooperate and use reasonable efforts to cause the right relevant entity to enter into management agreements or similar arrangements a Management Agreement with an Affiliate of MedMen in a form of agreement to be agreed to by the parties whereby the MedMen Affiliate agrees to fully support the post-Closing financial and operation needs of such entity (including any amendments thereto) or amend or modify existing management agreements or similar arrangements that exceed the then-existing Term with third parties with Landlord’s consent, which consent shall not be unreasonably withheld, conditioned or delayed (it being understood, Landlord’s withholding of consent and commit to any state regulator mandated operational timetables) in the form of a loan to such entity (the foregoing shall “Post Closing Loan”) until such time as the entity may be deemed unreasonable if such management agreement is on commercially reasonable terms at transferred, divested or separated out. Pursuant to the time in question taking into consideration, among other thingsManagement Agreements, the identity of the manager, the term of such management agreement and Landlord’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)). Any management agreement entered into pursuant to this Section 22.8 shall be entitled to the provisions of Section 22.3(c) regarding the right of such manager to a non-disturbance and attornment agreement. 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 requirement that it not enter into management agreements with respect to a Material Portion of such Facility shall also be the portion of such Facility that Tenant or any applicable Operating Subtenant does not sublease in order to comply with the similar requirement contained in Section 22.3. For the avoidance of doubt, all management agreements made or amended pursuant to this Section 22.8 Post Closing Loan shall be subject to the reasonable inspection of the Transferor’s Representative. The Company and MedMen shall use reasonable best efforts to obtain applicable state regulatory approvals to the 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 limited to 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. (b) 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 40.1 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 it shall not engage in compliance integration of the 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 all applicable Gaming Regulationsany state, local or other licenses and to engage in any divestiture of licenses or locations that may be necessary in connection with the transactions contemplated by this Agreement.

Management Agreements. Tenant represents and warrants that Schedule 5 contains or any Operating Subtenant shall be permitted to: (a) enter in a true, correct and complete list of all material management agreements or similar arrangements in effect Permitted Management Agreement with respect to the Leased Property on the date hereof. Nothing contained herein shall prohibit any Facility or restrict portion thereof with 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 thenParent, a wholly-existing Term provided that they do not relate to the entirety owned Subsidiary of any Facility and are expressly subordinate to this Master Lease (and provided Tenant’s Parent, a wholly-owned Subsidiary of Tenant or any applicable Operating Subtenant Affiliate of Tenant’s Parent, without Xxxxxxxx’s prior written consent; (b) enter into a Permitted Management Agreement for a term (inclusive of any renewal or extension options under such Permitted Management Agreement) that does not enter into management agreements extend beyond the Term (excluding any Renewal Terms that have not been exercised) with any Person that is not an Affiliate of Tenant or similar arrangements Tenant’s Parent with respect to any Ancillary Space at a Material Portion Facility, without Landlord’s prior written consent; (c) subject to obtaining Landlord’s prior written consent, such consent not to be unreasonably withheld conditioned or delayed, enter into a Permitted Management Agreement for a term (inclusive of any Facility). In addition, Tenant shall have the right to enter into management agreements renewal or similar arrangements (including any amendments theretoextension options under such Permitted Management Agreement) or amend or modify existing management agreements or similar arrangements that exceed the then-existing Term with third parties with Landlord’s consent, which consent shall not be unreasonably withheld, conditioned or delayed (it being understood, Landlord’s withholding of consent to any of the foregoing shall be deemed unreasonable if such management agreement is on commercially reasonable terms at the time in question taking into consideration, among other things, the identity of the manager, the term of such management agreement and Landlord’s interest in the applicable Facility (including the resulting impact on Landlord’s ability to lease such Facility on commercially reasonable terms after extends beyond the Term (excluding any Renewal Terms that have not been exercised) with any Person that is not an Affiliate of this Master Lease)). Any management agreement entered into pursuant to this Section 22.8 shall be entitled to the provisions of Section 22.3(c) regarding the right of such manager to a non-disturbance and attornment agreement. The portion of any Facility Tenant or Tenant’s Parent with respect to which any Ancillary Space at a Facility; (d) without Landlord’s prior written consent, enter into a Permitted Management Agreement for a term (inclusive of any renewal or extension options under such Permitted Management Agreement) that does not extend beyond the Term (excluding any Renewal Terms that have not been exercised) with any Person that is not an Affiliate of Tenant or Tenant’s Parent with respect to Primary Space at a Facility and provided that Tenant (and/or any applicable Operating Subtenant does Subtenant) has retained at least 75% of the gross area (and has not enter into management agreements in order to comply with the requirement that it not enter sublet or entered into management agreements with respect to such gross area) (provided that, the space operated as the “Delano” or the “Four Seasons” shall be treated as retained by Tenant for any period during which such space is operated as the “Delano” or the “Four Seasons” and not otherwise subleased to a Material Portion Person that is not an Affiliate of Tenant or Tenant’s Parent) (other than pursuant to the preceding clause (a) and Section 22.3(a)(i)), in each individual case, of each of the hotel, casino and convention space of such Facility; (e) subject to obtaining Landlord’s prior written consent, enter into a Permitted Management Agreement for a term (inclusive of any renewal or extension options under such Permitted Management Agreement) that extends beyond the Term (excluding any Renewal Terms that have not been exercised) with any Person that is not an Affiliate of Tenant or Tenant’s Parent with respect to Primary Space at a Facility shall also be the portion of such Facility and provided that Tenant or (and/or any applicable Operating Subtenant does Subtenant) has retained at least 75% of the gross area (and has not sublease sublet or entered into management agreements with respect to such gross area) (provided that, the space operated as the “Delano” or the “Four Seasons” shall be treated as retained by Tenant for any period during which such space is operated as the “Delano” or the “Four Seasons” and not otherwise subleased to a Person that is not an Affiliate of Tenant or Tenant’s Parent) (other than pursuant to the preceding clause (a) and Section 22.3(a)(i)), in each individual case, of each of the hotel, casino and convention space of such Facility; and (f) enter into a Permitted Management Agreement in order to comply with Section 8.2 hereof. Notwithstanding anything to the similar requirement contrary contained in Section 22.3. For herein, Tenant (or any Operating Subtenant) shall have the avoidance right to amend, extend or renew the Four Seasons Agreement and the Delano Agreement without Landlord’s consent, to the extent that Landlord’s consent would otherwise be required, as long as such amendment, extension, or renewal (x) would not (after taking into account any further extension rights under such agreement) extend beyond the then current term of doubtthe Lease (without regard to Renewal Options) and (y) does not provide for less favorable economic terms as the existing Delano Agreement or Four Seasons Agreement, all management agreements made or amended pursuant to this Section 22.8 shall be subject to Section 40.1 as applicable, and in compliance with all applicable Gaming Regulationsis otherwise on commercially reasonable terms.

Management Agreements. Tenant represents and warrants that Schedule 5 contains a trueLessee shall not engage any Management Company or allow any tenants, correct and complete list subtenants or sublessees of all material management agreements or similar arrangements in effect with respect the Facility 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 engage 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 relate to the entirety of any Facility and are expressly subordinate to this Master Lease (and provided Tenant or any applicable Operating Subtenant does not enter into management agreements or similar arrangements with respect to a Material Portion of any Facility). In additionManagement Company, Tenant shall have the right to enter into management agreements or similar arrangements (including any amendments thereto) or amend or modify existing management agreements or similar arrangements that exceed the then-existing Term with third parties with Landlord’s without Lessor's prior written consent, which consent shall not be unreasonably withheld; provided, conditioned or delayed (it being understoodhowever, Landlord’s withholding of consent Lessor's rights relating to any of the foregoing Management Company as set forth in Section 16.2 hereof shall be deemed unreasonable at Lessor's sole and absolute discretion. Lessee shall, if such management agreement is on commercially reasonable terms at required by Lessor, assign all of Lessee's rights under the time in question taking into consideration, among other things, the identity of the manager, the term of such management agreement Management Agreement to Lessor and Landlord’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)). Any management agreement entered into pursuant to this Section 22.8 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 Section 22.3(cthe Management Agreements to Lessor upon request by Lessor, (ii) regarding 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 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 manager to a non-disturbance and attornment agreement. The portion of any Facility with respect to assignment or subordination, which Tenant or any applicable Operating Subtenant does not enter into management agreements in order to comply with the requirement that it not enter into management agreements with respect to a Material Portion of such Facility shall also be the portion of such Facility that Tenant or any applicable Operating Subtenant does not sublease in order to comply with the similar requirement contained in Section 22.3. For the avoidance of doubt, all management agreements made or amended pursuant to this Section 22.8 shall be subject delivered to Section 40.1 and in compliance with all applicable Gaming RegulationsLessor within ten (10) days from Lessor's request.

Management Agreements. Tenant represents and warrants that Schedule 5 contains a true, correct and complete list of all material management agreements Lessee shall not engage or similar arrangements in effect with respect to the Leased Property on the date hereof. Nothing contained herein shall prohibit remove any Management Company or restrict Tenant’s ability to hereafter enter into management agreements any Management Agreements or similar arrangements (including allow any amendments thereto) with third parties Tenants of the Facility to engage any Management Company 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 relate to the entirety of any Facility and are expressly subordinate to this Master Lease (and provided Tenant or any applicable Operating Subtenant does not enter into management agreements or similar arrangements with respect to a Material Portion of any Facility). In addition, Tenant shall have the right to enter into management agreements or similar arrangements (including any amendments thereto) or amend or modify existing management agreements or similar arrangements that exceed the then-existing Term with third parties with LandlordManagement Agreements without Lessor’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed (it being understooddelayed; provided, Landlordhowever, that Lessor’s withholding of consent rights relating to any Management Company after Lessor’s exercise of the foregoing its remedies as set forth in Section 16.1.A-L shall be deemed unreasonable at Lessor’s sole and absolute discretion. Lessee shall, if such management agreement is on commercially reasonable terms at required by Xxxxxx, assign all of Lessee’s rights under the time in question taking into considerationManagement Agreements to Lessor, among other things, the identity of the manager, the term of such management agreement and Landlord’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)). Any management agreement entered into pursuant to this Section 22.8 Lessor shall be entitled to assign same to a Facility Lender or Facility Lenders. At the request of Lessor, from time to time Lessee 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 a form and content 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. Xxxxxx 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 any loan made by Lessor or Lessor’s Affiliates to Lessee or to Xxxxxx’s Affiliates. Xxxxxx 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 Section 22.3(cthe Management Agreements to Lessor upon request by Lessor, (ii) regarding 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 in Section 16.1(F), (iv) require the Management Company to execute and deliver to Lessor within ten (10) Business 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 a form and content reasonably acceptable to Lessor and/or its lender, and (v) all fees due and payable under any Management Agreements shall be subordinate to all obligations under this Lease. At the request of Lessor from time to time Lessee shall execute and obtain from all parties subject to such Management Agreements executed written confirmation of such manager to a non-disturbance and attornment agreement. The portion of any Facility with respect to assignment or subordination, which Tenant or any applicable Operating Subtenant does not enter into management agreements in order to comply with the requirement that it not enter into management agreements with respect to a Material Portion of such Facility shall also be the portion of such Facility that Tenant or any applicable Operating Subtenant does not sublease in order to comply with the similar requirement contained in Section 22.3. For the avoidance of doubt, all management agreements made or amended pursuant to this Section 22.8 shall be subject delivered to Section 40.1 and in compliance with all applicable Gaming RegulationsLessor within ten (10) Business Days after receipt of Xxxxxx’s request.

Management Agreements. Tenant represents For a period of thirty (30) days following the Signing Date, Arch, PageNet SMR, SPV Holdings and warrants SPV (i) shall provide Nextel with such information as Nextel shall reasonably request concerning the Management Agreements and (ii) shall cooperate with Nextel in 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 Schedule 5 contains a trueNextel, correct 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 complete list Arch shall take all necessary action to cancel, buy-out or otherwise terminate each of all material management agreements the Management Agreements that Nextel has not elected to assume (without any cost to SPV) such that none of such Management Agreements will have any adverse effect upon the ability of Arch, PageNet SMR, SPV Holdings or similar arrangements in effect with respect SPV to consummate the Leased Property 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 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 relate to the entirety of any Facility and are expressly subordinate to this Master Lease (and provided Tenant or any applicable Operating Subtenant does not enter into management agreements or similar arrangements with respect to a Material Portion of any Facility). In addition, Tenant shall have the right to enter into management agreements or similar arrangements (including any amendments thereto) or amend or modify existing management agreements or similar arrangements that exceed the then-existing Term with third parties with Landlord’s consent, which consent shall not be unreasonably withheld, conditioned or delayed (it being understood, Landlord’s withholding of consent Closing related to any of the foregoing 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 unreasonable if such management agreement to have made any warranty or representation with regard to the validity or enforceability of any Assumed Management Agreement that is on commercially reasonable terms at assigned to and assumed by Nextel. To the time in question taking into consideration, among other things, the identity extent that Nextel or an affiliate of Nextel operates pursuant to a Management Agreement facilities authorized by any of the managerLicenses, Nextel shall take no action, except as may be required by law or by any member of the term Arch Group pursuant to the terms of any Management Agreement, that would cause any of such management agreement and Landlord’s interest in Licenses to fail to meet the applicable Facility standards to be Delivered (including the resulting impact on Landlord’s ability to lease such Facility on commercially reasonable terms after the Term of this Master Lease)). Any management agreement entered into pursuant to this Section 22.8 shall be entitled to the provisions of Section 22.3(c) regarding the right of such manager to a non-disturbance and attornment agreement. 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 requirement that it not enter into management agreements with respect to a Material Portion of such Facility shall also be the portion of such Facility that Tenant or any applicable Operating Subtenant does not sublease in order to comply with the similar requirement contained as defined in Section 22.3. For the avoidance of doubt, all management agreements made or amended pursuant to this Section 22.8 shall be subject to Section 40.1 and in compliance with all applicable Gaming Regulations1.06).

Management Agreements. Tenant represents and warrants that Schedule 5 contains a true, correct and complete list of all material management agreements Lessee shall not engage or similar arrangements in effect with respect to the Leased Property on the date hereof. Nothing contained herein shall prohibit remove any Management Company 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 relate to the entirety of any Facility and are expressly subordinate to this Master Lease (and provided Tenant or any applicable Operating Subtenant does not enter into management agreements or similar arrangements with respect to a Material Portion of any Facility). In addition, Tenant shall have the right to enter into management agreements or similar arrangements (including any amendments thereto) or amend or modify existing management agreements or similar arrangements that exceed the then-existing Term with third parties with LandlordManagement Agreements without Lessor’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed (it being understooddelayed. Lessee shall, Landlordif required by Lessor, assign all of Lessee’s withholding of consent rights under the Management Agreements to any of the foregoing shall be deemed unreasonable if such management agreement is on commercially reasonable terms at the time in question taking into considerationLessor, among other things, the identity of the manager, the term of such management agreement and Landlord’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)). Any management agreement entered into pursuant to this Section 22.8 Lessor shall be entitled to assign same to a Facility Lender or Facility Lenders. At the request of Lessor, from time to time Lessee shall execute and deliver an assignment and/or subordination agreement relating to the Management Agreements, which assignment and/or subordination agreement shall be in a form and content 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 any loan made by Lessor or Lessor’s Affiliates to Lessee or to Lessee’s Affiliates. Lessee agrees that each Management 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 Section 22.3(cthe Management Agreement to Lessor upon request by Lessor, (ii) regarding confirm and warrant that all sums due and payable under the Management Agreement are subordinate to this Lease, (iii) xxxxx Xxxxxx the right to terminate the Management Agreement as provided in Section 16.1(F), and (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 a form and content acceptable to Lessor and/or its lender. Lessor acknowledges that the “Subordination of Management Agreement” of even date herewith satisfies the requirements of the preceding sentence. At the request of Lessor, from time to time Lessee shall execute and obtain from all parties subject to such Management Agreements executed written confirmation of such manager to a non-disturbance and attornment agreement. The portion of any Facility with respect to assignment or subordination, which Tenant or any applicable Operating Subtenant does not enter into management agreements in order to comply with the requirement that it not enter into management agreements with respect to a Material Portion of such Facility shall also be the portion of such Facility that Tenant or any applicable Operating Subtenant does not sublease in order to comply with the similar requirement contained in Section 22.3. For the avoidance of doubt, all management agreements made or amended pursuant to this Section 22.8 shall be subject delivered to Section 40.1 and in compliance with all applicable Gaming RegulationsLessor within ten (10) days from Lessor’s request.

Management Agreements. Tenant represents The Obligors will not pay, and warrants the Company will not permit any of the other Consolidated Companies to pay, any Ramsay Management Fees, except Ramsay Management Fees payable by the Company to any Paul Ramsay Affiliate pursuant to the Ramsay Management Agxxxxxxx; xxovided that Schedule 5 contains (i) the Company's obligation to pay Ramsay Management Fees shall be subordinate to all amounts now or hereafter owing by the Company to the Agent, the Issuing Bank or the Lenders under the Credit Documents and (ii) the Company's obligations to pay Ramsay Management Fees for services rendered during each Fiscal Year shall accrue and may be paid in common stock of the Company at any time, but shall not be paid in cash or other property (except such common stock) until after all of the Letters of Credit have terminated and the Obligors have paid all of their obligations under the Credit Documents. The Company will cause Ramsay Health Care Pty. Ltd to execute and deliver to the Agent and the Lenders on the Closing Date a trueRamsay Management Fee Subordination Agreement (the "Ramsay Management Fee Subordination Agreement") pursuant to which Ramsay Health Care Pty. Ltd will subordinate all present and future claims to Ramsay Management Fees owing under the Ramsay Management Agreement (or any successor management agreement) to all amounts now or hereafter owing by any Obligor under the Credit Documents. The Company will not (i) amend, correct modify or supplement the Ramsay Management Agreement, other than one or more extensions of the term thereof on the same terms and complete list of all material management agreements or similar arrangements conditions as are in effect on the Closing Date and other than an assignment thereof by a Paul Ramsay Affiliate to another Paul Ramsay Affiliate (in eaxx xxxx xubject to the Ramsay Xxxxxxxxxx Xxe Subordination Agreement), (ii) enter into any other management agreement with Paul J. Ramsay or any Paul Ramsay Affiliate, or (iii) enter into axx xxxxxxment agxxxxxxx xxth any other Person (other than a Consolidated Company) 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 relate to the entirety by such person of material operations of any Facility and are expressly subordinate to this Master Lease (and provided Tenant Obligor or any applicable Operating Subtenant does not enter into management agreements or similar arrangements with respect to a Material Portion of any Facility). In addition, Tenant shall have the right to enter into management agreements or similar arrangements (including any amendments thereto) or amend or modify existing management agreements or similar arrangements that exceed the then-existing Term with third parties with Landlord’s consent, which consent shall not be unreasonably withheld, conditioned or delayed (it being understood, Landlord’s withholding of consent to any of the foregoing shall be deemed unreasonable if such management agreement is on commercially reasonable terms at the time in question taking into consideration, among other things, the identity Consolidated Companies taken as a whole. 4.6. Section 7.34 of the manager, the term of such management agreement Credit Agreement is hereby amended and Landlord’s interest restated 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)). Any management agreement entered into pursuant to this Section 22.8 shall be entitled to the provisions of Section 22.3(c) regarding the right of such manager to a non-disturbance and attornment agreement. 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 requirement that it not enter into management agreements with respect to a Material Portion of such Facility shall also be the portion of such Facility that Tenant or any applicable Operating Subtenant does not sublease in order to comply with the similar requirement contained in Section 22.3. For the avoidance of doubt, all management agreements made or amended pursuant to this Section 22.8 shall be subject to Section 40.1 and in compliance with all applicable Gaming Regulations.full as follows:

Management Agreements. Tenant represents The Borrower Parties shall not engage any Management Company (provided, however, that the MPT Parties hereby acknowledge and warrants that Schedule 5 contains a true, correct and complete list of all material management agreements or similar arrangements in effect with respect consent to the Leased Property on Borrower Parties' engagement of 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 relate to the entirety of any Facility and are expressly subordinate to this Master Lease (and provided Tenant or any applicable Operating Subtenant does not enter into management agreements or similar arrangements with respect to a Material Portion of any Facility). In addition, Tenant shall have the right to enter into management agreements or similar arrangements (including any amendments theretoCurrent Manager) or amend permit, allow, approve or modify existing management agreements or similar arrangements suffer any Tenants of the Hospital that exceed are subject to any New Tenant Lease to engage any Management Company, without the then-existing Term with third parties with Landlord’s MPT Parties' prior written consent, which consent shall not be unreasonably withheld; provided, conditioned or delayed however, the MPT Parties' rights relating to any Management Company as set forth in Article X hereof shall 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 (it being understoodand require the Tenants to execute and deliver, Landlord’s withholding of consent 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 the MPT Parties and/or any lender providing financing to any of the foregoing MPT Parties or their Affiliates, shall be deemed unreasonable delivered to the MPT Parties within ten (10) days after the MPT Parties' request. The Borrower Parties agree that all Management Agreements entered into in connection with the Collateral or the Hospital shall expressly contain provisions acceptable to the MPT Parties which (i) require an assignment of the Management 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 management 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 on commercially reasonable terms at acceptable to the MPT Parties and/or such lender, and (v) require that all fees due and payable under any Management Agreements shall be subordinate to all monetary obligations under the Loan Documents. At the request of any of the MPT Parties from time in question taking into consideration, among other thingsto time, the identity of the manager, the term Borrower Parties shall execute and obtain from all parties subject to such Management Agreements executed written confirmation of such management agreement and Landlord’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)). Any management agreement entered into pursuant to this Section 22.8 assignment or subordination, which shall be entitled delivered to the provisions of Section 22.3(cMPT Parties within ten (10) regarding days from the right of such manager to a non-disturbance and attornment agreement. 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 requirement that it not enter into management agreements with respect to a Material Portion of such Facility shall also be the portion of such Facility that Tenant or any applicable Operating Subtenant does not sublease in order to comply with the similar requirement contained in Section 22.3. For the avoidance of doubt, all management agreements made or amended pursuant to this Section 22.8 shall be subject to Section 40.1 and in compliance with all applicable Gaming RegulationsMPT Parties' request.

Management Agreements. Tenant represents and warrants that Schedule 5 contains a true, correct and complete list of all material management agreements (a) If on or similar arrangements in effect prior to Closing any Pharmacy License is not obtained with respect to Purchaser's operation of the Leased Property on Acquired Business at any particular location or within any particular jurisdiction (the date hereof. Nothing contained herein shall prohibit "Unlicensed Business Location"), then, in such event and assuming the satisfaction or restrict Tenant’s ability waiver of all other conditions to hereafter enter into management agreements or similar arrangements (including any amendments theretoClosing pending receipt of the applicable Pharmacy License(s) 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 relate to the entirety of any Facility and are expressly subordinate to this Master Lease (and provided Tenant or any applicable Operating Subtenant does not enter into management agreements or similar arrangements with respect to each Unlicensed Business Location each applicable Seller and Purchaser shall enter into a Material Portion management agreement in the form attached at Schedule 7.16 hereto (the "Management Agreement") with respect to such Unlicensed Business Location. (b) MPAN, MHG and Sellers covenant and agree that they will cure, correct and/or remove (and pay all direct expenses, including those in the nature of any Facilityfines and penalties, associated with or related to such cure, correction or removal) all deficiencies or impediments that must be corrected or removed as a condition to the issuance of the Pharmacy Licenses required for Purchaser's operation of the Acquired Business from and after the Closing to the extent that such deficiencies or impediments (i) 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"). In additionMPAN, Tenant 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 have not enjoy the right protection of the Threshold contemplated by Section 9.6 hereof, (ii) shall be paid in cash when due including promptly when required as a condition to enter into management agreements or similar arrangements the issuance of a License to Purchaser, and (including iii) Purchaser's remedies with respect to any amendments theretofailure of MPAN, MHG and/or Sellers to satisfy their respective obligations under this Section 7.16(b) or amend or modify existing management agreements or similar arrangements that exceed the then-existing Term with third parties with Landlord’s consent, which consent shall not be unreasonably withheld, conditioned or delayed (it being understood, Landlord’s withholding of consent to any of the foregoing shall be deemed unreasonable if such management agreement is on commercially reasonable terms at the time in question taking into consideration, among other things, the identity of the manager, the term of such management agreement and Landlord’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)). Any management agreement entered into pursuant to this Section 22.8 shall be entitled limited to the provisions of set off against the Earnout Payments contemplated by Section 22.3(c) regarding the right of such manager to a non-disturbance and attornment agreement. 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 requirement that it not enter into management agreements with respect to a Material Portion of such Facility shall also be the portion of such Facility that Tenant or any applicable Operating Subtenant does not sublease in order to comply with the similar requirement contained in Section 22.3. For the avoidance of doubt, all management agreements made or amended pursuant to this Section 22.8 shall be subject to Section 40.1 and in compliance with all applicable Gaming Regulations9.5 hereof.

Management Agreements. Tenant represents and warrants that Schedule 5 contains a true, correct and complete list of all material management agreements Lessee shall not engage or similar arrangements in effect with respect to the Leased Property on the date hereof. Nothing contained herein shall prohibit remove any Management Company 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 relate to the entirety of any Facility and are expressly subordinate to this Master Lease (and provided Tenant or any applicable Operating Subtenant does not enter into management agreements or similar arrangements with respect to a Material Portion of any Facility). In addition, Tenant shall have the right to enter into management agreements or similar arrangements (including any amendments thereto) or amend or modify existing management agreements or similar arrangements that exceed the then-existing Term with third parties with Landlord’s Management Agreements without Lessor's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed (it being understooddelayed; provided, Landlord’s withholding of consent however, that Lessor's rights relating to any Management Company after Lessor's exercise of the foregoing its remedies as set forth in Section 16.1 shall be deemed unreasonable at Lessor's sole and absolute discretion. Lessee shall, if such management agreement is on commercially reasonable terms at required by Lessor, assign all of Lessee's rights under the time in question taking into considerationManagement Agreements to Lessor, among other things, the identity of the manager, the term of such management agreement and Landlord’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)). Any management agreement entered into pursuant to this Section 22.8 Lessor shall be entitled to assign same to a Facility Lender or Facility Lenders. At the request of Lessor, from time to time Lessee shall execute and deliver (and require the 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 a form and content 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 any 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 (a) require an assignment of Section 22.3(cthe Management Agreements to Lessor upon request by Lessor, (b) regarding confirm and warrant that all sums due and payable under the Management Agreements are subordinate to this Lease, (c) xxxxx Xxxxxx the right to terminate the Management Agreement upon the occurrence of an Event of Default under this Lease, (d) 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 a form and content acceptable to Lessor and/or its lender, and (e) all fees due and payable under any Management Agreements shall be subordinate to all obligations under this Lease. At the request of Lessor, from time to time Lessee shall execute and obtain from all parties subject to such Management Agreements executed written confirmation of such manager to a non-disturbance and attornment agreement. The portion of any Facility with respect to assignment or subordination, which Tenant or any applicable Operating Subtenant does not enter into management agreements in order to comply with the requirement that it not enter into management agreements with respect to a Material Portion of such Facility shall also be the portion of such Facility that Tenant or any applicable Operating Subtenant does not sublease in order to comply with the similar requirement contained in Section 22.3. For the avoidance of doubt, all management agreements made or amended pursuant to this Section 22.8 shall be subject delivered to Section 40.1 and in compliance with all applicable Gaming RegulationsLessor within ten (10) days from Lessor's request.

Management Agreements. Tenant represents and warrants that Schedule 5 contains a trueLessee shall not engage any Management Company or allow any tenants, correct and complete list subtenants or sublessees of all material management agreements or similar arrangements in effect with respect the Facility 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 engage 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 relate to the entirety of any Facility and are expressly subordinate to this Master Lease (and provided Tenant or any applicable Operating Subtenant does not enter into management agreements or similar arrangements with respect to a Material Portion of any Facility). In additionManagement Company, Tenant shall have the right to enter into management agreements or similar arrangements (including any amendments thereto) or amend or modify existing management agreements or similar arrangements that exceed the then-existing Term with third parties with Landlord’s without Lessor's prior written consent, which consent shall not be unreasonably withheld; provided, conditioned or delayed (it being understoodhowever, Landlord’s withholding of consent Lessor's rights relating to any of the foregoing Management Company as set forth in Section 16.2 hereof shall be deemed unreasonable at Lessor's sole and absolute discretion. Lessee shall, if such management agreement is on commercially reasonable terms at required by Lessor, assign all of Lessee's rights under the time in question taking into consideration, among other things, the identity of the manager, the term of such management agreement Management Agreement to Lessor and Landlord’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)). Any management agreement entered into pursuant to this Section 22.8 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 Section 22.3(cthe Management Agreements to Lessor upon request by Lessor, (ii) regarding 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 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 manager to a non-disturbance and attornment agreement. The portion of any Facility with respect to assignment or subordination, which Tenant or any applicable Operating Subtenant does not enter into management agreements in order to comply with the requirement that it not enter into management agreements with respect to a Material Portion of such Facility shall also be the portion of such Facility that Tenant or any applicable Operating Subtenant does not sublease in order to comply with the similar requirement contained in Section 22.3. For the avoidance of doubt, all management agreements made or amended pursuant to this Section 22.8 shall be subject delivered to Section 40.1 and in compliance with all applicable Gaming RegulationsLessor within ten (10) days from Lessor's request.

Management Agreements. Tenant represents and warrants that Schedule 5 contains a trueAs of the Closing Date, correct and complete list of all material no Seller will be party to any management agreements or similar arrangements in effect agreement with respect to the Leased Real Property on that will not be terminated effective as of the date hereof. Nothing contained herein Closing Date, and each Operating Lease 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 relate to the entirety of any Facility and are expressly subordinate to this Master Lease (and provided require Tenant or any applicable Operating Subtenant does not enter into management agreements or similar arrangements with respect to a Material Portion of any Facility). In addition, Tenant shall have the right to enter into those certain management agreements or similar arrangements (including any amendments thereto) or amend or modify existing management agreements or similar arrangements that exceed the then-existing Term with third parties with Landlord’s consent, which consent shall not be unreasonably withheld, conditioned or delayed (it being understood, Landlord’s withholding of consent to any of the foregoing shall be deemed unreasonable if such management agreement is on commercially reasonable terms at the time in question taking into consideration, among other thingsClosing, the identity form of the manager, the term of such management agreement and Landlord’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)). Any management agreement entered into pursuant to this Section 22.8 shall be entitled to the provisions of Section 22.3(c) regarding the right of such manager to a non-disturbance and attornment agreement. 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 requirement that it not enter into management agreements with respect to a Material Portion of such Facility shall also be the portion of such Facility that Tenant or any applicable Operating Subtenant does not sublease in order to comply with the similar requirement contained in Section 22.3. For the avoidance of doubt, all management agreements made or amended pursuant to this Section 22.8 shall be subject to Section 40.1 the reasonable approval of Purchaser, between Tenant and Marinas International Consolidated, LP, a Delaware limited partnership (the “Manager”) (each a “Management Agreement” and collectively, the “Management Agreements”), which Management Agreements shall govern the operation of each of the Sites by Manager on behalf of Tenant. Each Operating Lease shall provide that (i) Xxxxxxxx Xxxx and J. Xxxx Xxxxxxx will be permitted to transfer their interests in compliance the Manager as long as (A) such transfer is a permitted transfer, as described below, or (B) following such transfer either of them shall continue to control the day to day business and affairs of the Manager, (ii) Xxxxxxxx Xxxx and J. Xxxx Xxxxxxx will be permitted to transfer their interests in the Manager pursuant to bona fide estate planning transfers, (iii) Xxxxxxxx Xxxx and J. Xxxx Xxxxxxx will be permitted to transfer their interests in the Manager to one or more successor Qualified Marina Operators (as hereinbelow defined) and (iv) any involuntary transfer of an interest in the Manager (e.g. due to the death or disability of Xxxxxxxx Xxxx or J. Xxxx Xxxxxxx), shall not result in a breach of or default under the Management Agreements or the Operating Leases. For purposes of the Operating Leases, a “Qualified Marina Operator” means a Person that has (A) the financial resources necessary to be a satisfactory successor controlling party in Manager, as reasonably determined by the landlords under the Operating Leases, and (B) the necessary expertise, qualifications and operational experience to be a satisfactory successor controlling party in the Manager, as reasonably determined by the landlords under the Operating Leases (provided, if such Person is a Certified Marina Manager (as certified by the International Marina Institute) then such Person will be deemed to have satisfied the requirements in subsection (B) hereof) ((A) and (B) are collectively, the “Operational Qualifications”). Each Management Agreement and each Operating Lease shall provide that (i) the Management Agreements shall not be modified or amended in any material respect without the prior written consent of the Landlord, (ii) each Management Agreement shall terminate upon the earlier to occur of the expiration or earlier termination of the corresponding Operating Lease, (iii) the Management Agreement and the rights and obligations of the Manager thereunder may not be transferred or assigned to any independent third party manager or operator, other than a Qualified Marina Operator, without the prior written consent of the Landlord, and (iv) any and all fees, expenses or other amounts payable to the Manager under the Management Agreements (other than a “Management Fee” for all of the Sites of six percent (6%) of gross revenues per annum in accordance with the provisions of the Operating Leases, which shall be used for purposes of calculating “Additional Minimum Rent” under such Operating Leases) shall be subject and subordinate to the payment of all applicable Gaming Regulations“Minimum Rent” and “Additional Minimum Rent” under the Operating Leases.

Management Agreements. Tenant represents and warrants that Schedule 5 contains a trueLessee shall not engage any Management Company or allow any tenants, correct and complete list subtenants or sublessees of all material management agreements or similar arrangements in effect with respect the Facility 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 engage 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 relate to the entirety of any Facility and are expressly subordinate to this Master Lease (and provided Tenant or any applicable Operating Subtenant does not enter into management agreements or similar arrangements with respect to a Material Portion of any Facility). In additionManagement Company, Tenant shall have the right to enter into management agreements or similar arrangements (including any amendments thereto) or amend or modify existing management agreements or similar arrangements that exceed the then-existing Term with third parties with Landlord’s without Lessor's prior written consent, which consent shall not be unreasonably withheld; provided, conditioned or delayed (it being understoodhowever, Landlord’s withholding of consent Lessor's rights relating to any of the foregoing Management Company as set forth in Section 16.2 hereof shall be deemed unreasonable at Lessor's sole and absolute discretion. Lessee shall, if such management agreement is on commercially reasonable terms at required by Lessor, assign all of Lessee's rights under the time in question taking into consideration, among other things, the identity of the manager, the term of such management agreement Management Agreements to Lessor and Landlord’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)). Any management agreement entered into pursuant to this Section 22.8 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) xxxxx Xxxxxx the right to terminate the Management Agreement as provided at the end of Section 22.3(c16.2 of this Lease, (iv) regarding require the right 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 manager to a non-disturbance and attornment agreement. The portion of any Facility with respect to assignment or subordination, which Tenant or any applicable Operating Subtenant does not enter into management agreements in order to comply with the requirement that it not enter into management agreements with respect to a Material Portion of such Facility shall also be the portion of such Facility that Tenant or any applicable Operating Subtenant does not sublease in order to comply with the similar requirement contained in Section 22.3. For the avoidance of doubt, all management agreements made or amended pursuant to this Section 22.8 shall be subject delivered to Section 40.1 and in compliance with all applicable Gaming RegulationsLessor within ten (10) days from Lessor's request.

Management Agreements. Tenant represents and warrants that Schedule 5 contains a true, correct and complete list of all material management agreements (a) If on or similar arrangements in effect prior to Closing any Pharmacy License is not obtained with respect to Purchaser's operation of the Leased Property on Acquired Business at any particular location or within any particular jurisdiction (the date hereof. Nothing contained herein shall prohibit "Unlicensed Business Location"), then, in such event and assuming the satisfaction or restrict Tenant’s ability waiver of all other conditions to hereafter enter into management agreements or similar arrangements (including any amendments theretoClosing pending receipt of the applicable Pharmacy License(s) 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 relate to the entirety of any Facility and are expressly subordinate to this Master Lease (and provided Tenant or any applicable Operating Subtenant does not enter into management agreements or similar arrangements with respect to each Unlicensed Business Location each applicable Seller and Purchaser shall enter into a Material Portion management agreement in the form attached at Schedule 7.20 hereto (the "Management Agreement") with respect to such Unlicensed Business Location. (b) MPAN, MHG and Sellers covenant and agree that they will cure, correct and/or remove (and pay all direct expenses, including those in the nature of any Facilityfines and penalties, associated with or related to such cure, correction or removal) all deficiencies or impediments that must be corrected or removed as a condition to the issuance of the Pharmacy Licenses required for Purchaser's operation of the Acquired Business from and after the Closing to the extent that such deficiencies or impediments (i) 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"). In additionMPAN, Tenant 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 have not enjoy the right protection of the Threshold contemplated by Section 9.6 hereof, (ii) shall be paid in cash when due including promptly when required as a condition to enter into management agreements or similar arrangements the issuance of a License to Purchaser, and (including iii) Purchaser's remedies with respect to any amendments theretofailure of MPAN, MHG and/or Sellers to satisfy their respective obligations under this Section 7.20(b) or amend or modify existing management agreements or similar arrangements that exceed the then-existing Term with third parties with Landlord’s consent, which consent shall not be unreasonably withheld, conditioned or delayed (it being understood, Landlord’s withholding of consent to any of the foregoing shall be deemed unreasonable if such management agreement is on commercially reasonable terms at the time in question taking into consideration, among other things, the identity of the manager, the term of such management agreement and Landlord’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)). Any management agreement entered into pursuant to this Section 22.8 shall be entitled limited to the provisions of set off against the Earnout Payments contemplated by Section 22.3(c) regarding the right of such manager to a non-disturbance and attornment agreement. 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 requirement that it not enter into management agreements with respect to a Material Portion of such Facility shall also be the portion of such Facility that Tenant or any applicable Operating Subtenant does not sublease in order to comply with the similar requirement contained in Section 22.3. For the avoidance of doubt, all management agreements made or amended pursuant to this Section 22.8 shall be subject to Section 40.1 and in compliance with all applicable Gaming Regulations9.5 hereof.

Management Agreements. Tenant represents The Obligors will not pay, and warrants the Company will not permit any of the other Consolidated Companies to pay, any Ramsay Management Fees, except Ramsay Management Fees payable by the Company to any Xxxx Xxxxxx Affiliate pursuant to the Ramsay Management Agreement; provided that Schedule 5 contains a true(i) the Company's obligation to pay Ramsay Management Fees shall be subordinate to all amounts now or hereafter owing by the Company to the Agent, correct the Issuing Bank of the Lenders under the Credit Documents, (ii) the Company's obligations to pay Ramsay Management Fees for services rendered during each Fiscal Year shall accrue and complete list may be paid in common stock of all material management agreements the Company at any time, but shall not be paid in cash or similar arrangements in effect other property (except such common stock) until after the close of such Fiscal Year, and then such payment shall be permitted only if, with respect to the Leased Property Company's Fiscal Year ending June 30, 1996, the Consolidated Companies' EBITDA for such Fiscal Year (as shown 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 Consolidated Companies audited financial statements for such Fiscal Year furnished to the then-existing Term provided that they do not relate Agent pursuant to the entirety Credit Agreement) is at least $17,800,000 (less amounts reasonably acceptable to the Lenders in its discretion to reflect the reduction in budgeted earning capacity in such Fiscal Year allocable to any operating assets disposed of any Facility prior to the close of such Fiscal Year), and are expressly subordinate to this Master Lease (and provided Tenant or any applicable Operating Subtenant does not enter into management agreements or similar arrangements with respect to a Material Portion each Fiscal Year thereafter, the Consolidated Companies' EBITDA for such Fiscal Year (as shown on the Consolidated Companies audited financial statements for such Fiscal Year furnished to the Agent pursuant to the Credit Agreement) is at least 90% of the Company's budget therefor as presented to the Lenders prior to September 15, 1995 or as thereafter presented to and approved by the Lenders at their discretion (less amounts reasonably acceptable to the Lenders in its discretion to reflect the reduction in budgeted earning capacity in such Fiscal Year allocable to any Facilityoperating assets disposed of prior to the close of such Fiscal Year). In additionThe Company will cause Ramsay Health Care Pty. Ltd to execute and deliver to the Agent and the Lenders on the Closing Date a Ramsay Management Fee Subordination Agreement (the "Ramsay Management Fee Subordination Agreement") pursuant to which Ramsay Health Care Pty. Ltd will subordinate all present and future claims to Ramsay Management Fees owing under the Ramsay Management Agreement (or any successor management agreement) to all amounts now or hereafter owing by any Obligor under the Credit Documents. The Company will not (i) amend, Tenant shall have modify or supplement the right Ramsay Management Agreement, other than one or more extensions of the term thereof on the same terms and conditions as are in effect on the Closing Date and other than an assignment thereof by a Xxxx Xxxxxx Affiliate to another Xxxx Xxxxxx Affiliate (in each case subject to the Ramsay Management Fee Subordination Agreement), (ii) enter into management agreements or similar arrangements (including any amendments thereto) or amend or modify existing management agreements or similar arrangements that exceed the then-existing Term with third parties with Landlord’s consent, which consent shall not be unreasonably withheld, conditioned or delayed (it being understood, Landlord’s withholding of consent to any of the foregoing shall be deemed unreasonable if such other management agreement is on commercially reasonable terms at the time in question taking with Xxxx X. Xxxxxx or any Xxxx Xxxxxx Affiliate, or (iii) enter into consideration, among other things, the identity of the manager, the term of such any management agreement and Landlord’s interest in the applicable Facility with any other Person (including the resulting impact on Landlord’s ability to lease such Facility on commercially reasonable terms after the Term of this Master Lease)). Any management agreement entered into pursuant to this Section 22.8 shall be entitled to the provisions of Section 22.3(cother than a Consolidated Company) regarding the right of such manager to a non-disturbance and attornment agreement. The portion of any Facility with respect to which Tenant the management by such Person of material operations of any Obligor or any applicable Operating Subtenant does not enter into management agreements in order to comply with of the requirement that it not enter into management agreements with respect to Consolidated Companies taken as a Material Portion of such Facility shall also be the portion of such Facility that Tenant or any applicable Operating Subtenant does not sublease in order to comply with the similar requirement contained in Section 22.3. For the avoidance of doubt, all management agreements made or amended pursuant to this Section 22.8 shall be subject to Section 40.1 and in compliance with all applicable Gaming Regulationswhole.

Management Agreements. Tenant represents and warrants that Schedule 5 contains a true, correct and complete list of all material management agreements Lessee shall not engage or similar arrangements in effect with respect to the Leased Property on the date hereof. Nothing contained herein shall prohibit remove any Management Company 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 relate to the entirety of any Facility and are expressly subordinate to this Master Lease (and provided Tenant or any applicable Operating Subtenant does not enter into management agreements or similar arrangements with respect to a Material Portion of any Facility). In addition, Tenant shall have the right to enter into management agreements or similar arrangements (including any amendments thereto) or amend or modify existing management agreements or similar arrangements that exceed the then-existing Term with third parties with LandlordManagement Agreements without Lessor’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed (it being understooddelayed. Lessee shall, Landlordif required by Lessor, assign all of Lessee’s withholding of consent rights under the Management Agreements to any of the foregoing shall be deemed unreasonable if such management agreement is on commercially reasonable terms at the time in question taking into considerationLessor, among other things, the identity of the manager, the term of such management agreement and Landlord’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)). Any management agreement entered into pursuant to this Section 22.8 Lessor shall be entitled to assign same to a Facility Lender or Facility Lenders. At the request of Lessor, from time to time Lessee shall execute and deliver an assignment and/or subordination agreement relating to the Management Agreements, which assignment and/or subordination agreement shall be in a form and content reasonably acceptable to Lessor and/or any lender providing financing to Lessor, and shall be delivered to Lessor within ten (I 0) 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 any loan made by Lessor or Lessor’s Affiliates to Lessee or to Lessee’s Affiliates. Lessee agrees that each Management 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 Section 22.3(cthe Management Agreement to Lessor upon request by Lessor, (ii) regarding confirm and warrant that all sums due and payable under the Management Agreement are subordinate to this Lease, (iii) xxxxx Xxxxxx the right to terminate the Management Agreement as provided in Section 16.l(F), and (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 a form and content acceptable to Lessor and/or its lender. Lessor acknowledges that the “Subordination of Management Agreement” of even date herewith satisfies the requirements of the preceding sentence. At the request of Lessor, from time to time Lessee shall execute and obtain from all parties subject to such Management Agreements executed written confirmation of such manager to a non-disturbance and attornment agreement. The portion of any Facility with respect to assignment or subordination, which Tenant or any applicable Operating Subtenant does not enter into management agreements in order to comply with the requirement that it not enter into management agreements with respect to a Material Portion of such Facility shall also be the portion of such Facility that Tenant or any applicable Operating Subtenant does not sublease in order to comply with the similar requirement contained in Section 22.3. For the avoidance of doubt, all management agreements made or amended pursuant to this Section 22.8 shall be subject delivered to Section 40.1 and in compliance with all applicable Gaming RegulationsLessor within ten (I 0) days from Lessor’s request.

Management Agreements. Tenant represents and warrants that Schedule 5 contains a trueLessee shall not engage any Management Company or allow any tenants, correct and complete list subtenants or sublessees of all material management agreements or similar arrangements in effect with respect the Facility 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 engage 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 relate to the entirety of any Facility and are expressly subordinate to this Master Lease (and provided Tenant or any applicable Operating Subtenant does not enter into management agreements or similar arrangements with respect to a Material Portion of any Facility). In additionManagement Company, Tenant shall have the right to enter into management agreements or similar arrangements (including any amendments thereto) or amend or modify existing management agreements or similar arrangements that exceed the then-existing Term with third parties with Landlord’s without Lessor's prior written consent, which consent shall not be unreasonably withheld; provided, conditioned or delayed (it being understoodhowever, Landlord’s withholding of consent Lessor's rights relating to any of the foregoing Management Company as set forth in Section 16.2 hereof shall be deemed unreasonable at Lessor's sole and absolute discretion. Lessee shall, if such management agreement is on commercially reasonable terms at required by Lessor, assign all of Lessee's rights under the time in question taking into consideration, among other things, the identity of the manager, the term of such management agreement Management Agreement to Lessor and Landlord’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)). Any management agreement entered into pursuant to this Section 22.8 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 lender providing financing to Lessor, and shall be delivered to Lessor within ten (10) days after Lessor's request. 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 Section 22.3(cthe Management Agreements to Lessor upon request by Lessor, (ii) regarding 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 parties subject to such Management Agreements executed written confirmation of such manager to a non-disturbance and attornment agreement. The portion of any Facility with respect to assignment, which Tenant or any applicable Operating Subtenant does not enter into management agreements in order to comply with the requirement that it not enter into management agreements with respect to a Material Portion of such Facility shall also be the portion of such Facility that Tenant or any applicable Operating Subtenant does not sublease in order to comply with the similar requirement contained in Section 22.3. For the avoidance of doubt, all management agreements made or amended pursuant to this Section 22.8 shall be subject delivered to Section 40.1 and in compliance with all applicable Gaming RegulationsLessor within ten (10) days from Lessor's request.

Management Agreements. Tenant represents and warrants that Schedule 5 contains a true, correct and complete list of all material management agreements Notwithstanding anything to --------------------- the contrary set forth in this Agreement or similar arrangements in effect the Subleases 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 relate to the entirety of any Facility Crane Health Care Center, Table Rock Health Care Center Table Rock Health Care Center Residential Project, Crestview Healthcare, Hickory Lane Care Center, Sycamore View Healthcare, Des Xxxxx Health Care, Hillside Healthcare, Xxxxxxxxx Healthcare, Joplin House Healthcare, Lakeview Health Care Center and are expressly subordinate to this Master Lease (and provided Tenant or any applicable Operating Subtenant does not enter into management agreements or similar arrangements with respect to a Material Portion of any Facility). In addition, Tenant shall have the right to enter into management agreements or similar arrangements (including any amendments thereto) or amend or modify existing management agreements or similar arrangements that exceed the then-existing Term with third parties with Landlord’s consent, which consent shall not be unreasonably withheld, conditioned or delayed (it being understood, Landlord’s withholding of consent to any of the foregoing shall be deemed unreasonable if such management agreement is on commercially reasonable terms at the time in question taking into consideration, among other thingsShady Oaks Health Care Center, the identity of Seller and the manager, the term of such management agreement and Landlord’s interest in the applicable Facility (including the resulting impact on Landlord’s ability respective Buyers that are a party thereto agree to lease such Facility on commercially reasonable terms after the Term of this Master Lease)). Any management agreement entered into pursuant to this Section 22.8 shall be entitled to the provisions of Section 22.3(c) regarding the right of such manager to a non-disturbance and attornment agreement. 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 requirement that it not enter into management agreements with respect to a Material Portion such Leased Facilities (collectively, the "Management Agreements"), pending the sublease of such Leased Facilities pursuant to such Subleases. The consummation of the sublease of such Leased Facilities pursuant to such Subleases shall occur as soon as reasonably practicable after receipt by the Seller of all consents required for such sublease. The Seller and the Buyers, as appropriate, agree to use reasonable, diligent efforts to obtain such consents. If any Buyer is in default in the payment of the Operator's Return (as defined in the respective Management Agreements), then the Seller may reduce its monthly subsidy payment pursuant to Section 2.11 by the aggregate amount of such Operator's Return in default In addition, if any Management Agreement is terminated other than as a result of (i) a default caused solely by the Seller under such Management Agreement or (ii) such consummation of the sublease of the Leased Facility to which such Management Agreement pertains, then the Seller's monthly subsidy payment shall be reduced by the percentage set forth in Schedule 2.11 with respect to the Leased Facility to which such Management Agreement pertains. In addition, the Guaranty shall also be cover 20% of the portion Buyers' aggregate obligations at any time outstanding in respect of such Facility that Tenant or any applicable Operating Subtenant does not sublease in order to comply with the similar requirement contained in Section 22.3. For the avoidance of doubt, all management agreements made or amended pursuant to this Section 22.8 shall be subject to Section 40.1 and in compliance with all applicable Gaming RegulationsOperator's Return."

Management Agreements. Tenant represents and warrants that Schedule 5 contains a trueLessee shall not engage any Management Company or allow any tenants, correct and complete list subtenants or sublessees of all material management agreements or similar arrangements in effect with respect the Facility 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 engage 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 relate to the entirety of any Facility and are expressly subordinate to this Master Lease (and provided Tenant or any applicable Operating Subtenant does not enter into management agreements or similar arrangements with respect to a Material Portion of any Facility). In additionManagement Company, Tenant shall have the right to enter into management agreements or similar arrangements (including any amendments thereto) or amend or modify existing management agreements or similar arrangements that exceed the then-existing Term with third parties with Landlord’s without Lessor's prior written consent, which consent shall not be unreasonably withheld; provided, conditioned or delayed (it being understoodhowever, Landlord’s withholding of consent Lessor's rights relating to any of the foregoing Management Company as set forth in Section 16.2 hereof shall be deemed unreasonable at Lessor's sole and absolute discretion. Lessee shall, if such management agreement is on commercially reasonable terms at required by Lessor, assign all of Lessee's rights under the time in question taking into consideration, among other things, the identity of the manager, the term of such management agreement Management Agreements to Lessor and Landlord’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)). Any management agreement entered into pursuant to this Section 22.8 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 Section 22.3(cthe Management Agreements to Lessor upon request by Lessor, (ii) regarding 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 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 manager to a non-disturbance and attornment agreement. The portion of any Facility with respect to assignment or subordination, which Tenant or any applicable Operating Subtenant does not enter into management agreements in order to comply with the requirement that it not enter into management agreements with respect to a Material Portion of such Facility shall also be the portion of such Facility that Tenant or any applicable Operating Subtenant does not sublease in order to comply with the similar requirement contained in Section 22.3. For the avoidance of doubt, all management agreements made or amended pursuant to this Section 22.8 shall be subject delivered to Section 40.1 and in compliance with all applicable Gaming RegulationsLessor within ten (10) days from Lessor's request.

Management Agreements. Tenant represents and warrants that Schedule 5 contains a trueLessee shall not engage any Management Company or allow any tenants, correct and complete list subtenants or sublessees of all material management agreements or similar arrangements in effect with respect the Facility 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 engage 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 relate to the entirety of any Facility and are expressly subordinate to this Master Lease (and provided Tenant or any applicable Operating Subtenant does not enter into management agreements or similar arrangements with respect to a Material Portion of any Facility). In additionManagement Company, Tenant shall have the right to enter into management agreements or similar arrangements (including any amendments thereto) or amend or modify existing management agreements or similar arrangements that exceed the then-existing Term with third parties with Landlord’s without Lessor's prior written consent, which consent shall not be unreasonably withheld; provided, conditioned or delayed (it being understoodhowever, Landlord’s withholding Lessor's rights relating to the selection of consent to any of the foregoing Management Company as set forth in Section 16.2 hereof shall be deemed unreasonable at Lessor's sole and absolute discretion. Lessee shall, if such management agreement is on commercially reasonable terms at required by Lessor and/or the time in question taking into considerationLessor's Lender, among other things, assign and/or subordinate all of Lessee's rights under the identity of the manager, the term of such management agreement Management Agreements to Lessor and Landlord’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)). Any management agreement entered into pursuant to this Section 22.8 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 Section 22.3(cthe Management Agreements to Lessor upon request by Lessor, (ii) regarding 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)) only upon certain 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 manager to a non-disturbance and attornment agreement. The portion of any Facility with respect to assignment or subordination, which Tenant or any applicable Operating Subtenant does not enter into management agreements in order to comply with the requirement that it not enter into management agreements with respect to a Material Portion of such Facility shall also be the portion of such Facility that Tenant or any applicable Operating Subtenant does not sublease in order to comply with the similar requirement contained in Section 22.3. For the avoidance of doubt, all management agreements made or amended pursuant to this Section 22.8 shall be subject delivered to Section 40.1 and in compliance with all applicable Gaming RegulationsLessor within ten (10) days from Lessor's request.

Management Agreements. Tenant represents and warrants that Schedule 5 contains a true, correct and complete list of all material management agreements Lessee shall not engage or similar arrangements in effect with respect to the Leased Property on the date hereof. Nothing contained herein shall prohibit remove any Management Company 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 relate to the entirety of any Facility and are expressly subordinate to this Master Lease (and provided Tenant or any applicable Operating Subtenant does not enter into management agreements or similar arrangements with respect to a Material Portion of any Facility). In addition, Tenant shall have the right to enter into management agreements or similar arrangements (including any amendments thereto) or amend or modify existing management agreements or similar arrangements that exceed the then-existing Term with third parties with LandlordManagement Agreements without Lessor’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed (it being understooddelayed; provided, Landlordhowever, that Lessor’s withholding of consent rights relating to any Management Company after Lessor’s exercise of the foregoing its remedies as set forth in Section 16.1 shall be deemed unreasonable at Lessor’s sole and absolute discretion. Lessee shall, if such management agreement is on commercially reasonable terms at required by Lessor, assign all of Lessee’s rights under the time in question taking into considerationManagement Agreements to Lessor, among other things, the identity of the manager, the term of such management agreement and Landlord’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)). Any management agreement entered into pursuant to this Section 22.8 Lessor shall be entitled to assign same to a Facility Lender or Facility Lenders. At the request of Lessor, from time to time Lessee shall execute and deliver (and require the 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 a form and content 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 any 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 (a) require an assignment of Section 22.3(cthe Management Agreements to Lessor upon request by Lessor, (b) regarding confirm and warrant that all sums due and payable under the Management Agreements are subordinate to this Lease, (c) xxxxx Xxxxxx the right to terminate the Management Agreement upon the occurrence of an Event of Default under this Lease, (d) 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 a form and content acceptable to Lessor and/or its lender, and (e) all fees due and payable under any Management Agreements shall be subordinate to all obligations under this Lease. At the request of Lessor, from time to time Lessee shall execute and obtain from all parties subject to such Management Agreements executed written confirmation of such manager to a non-disturbance and attornment agreement. The portion of any Facility with respect to assignment or subordination, which Tenant or any applicable Operating Subtenant does not enter into management agreements in order to comply with the requirement that it not enter into management agreements with respect to a Material Portion of such Facility shall also be the portion of such Facility that Tenant or any applicable Operating Subtenant does not sublease in order to comply with the similar requirement contained in Section 22.3. For the avoidance of doubt, all management agreements made or amended pursuant to this Section 22.8 shall be subject delivered to Section 40.1 and in compliance with all applicable Gaming RegulationsLessor within ten (10) days from Lessor’s request.

Management Agreements. Tenant represents The Management Agreements shall terminate as of ---------------------- Closing or at such later date as provided in the Amended Management Agreements as defined below (except for survival of the indemnities set forth in Section 6.1 and warrants 6.3 of the Management Agreements). In connection with such termination, Emeritus acknowledges that Schedule 5 contains a trueno management fees or other amounts are owing by Sellers thereunder. However, correct and complete list as an accommodation to Emeritus to facilitate relicensing, Sellers have agreed to sublease certain of all material management agreements or similar arrangements the Facilities from Emeritus pursuant to Sublease Agreement in effect the form of Exhibit E (the ---------- "Sublease") with respect to the Leased Property Facilities listed on Exhibit F (the date hereof"Sublease --------- Facilities") to accommodate the continued operation of the Subleased Facilities until relicensing of the Facilities in Emeritus' name (or its affiliate) can be accomplished. Nothing contained herein shall prohibit or restrict Tenant’s ability to hereafter enter into management agreements or similar arrangements (including any amendments thereto) In connection with third parties or amend or modify existing management agreements or similar arrangements so long as such Sublease Facilities, the same Management Agreements for certain of the Facilities are limited being amended such that the Management Agreements in duration to the then-existing Term provided that they do not relate to the entirety of any Facility and are expressly subordinate to this Master Lease (and provided Tenant or any applicable Operating Subtenant does not enter into management agreements or similar arrangements such amended form will remain in place with respect to the Sublease Facilities for a Material Portion short period of any Facilitytime after Closing not anticipated to exceed ninety (90) days. The form of the Amendments to the Management Agreements are set forth in Exhibit G ("Amended Management Agreements"). In addition---------- Sellers shall cooperate with Emeritus in such relicensing and Emeritus shall promptly reimburse any costs incurred by Sellers or any member or lender thereof. As more particularly set forth in the Sublease and the Amended Management Agreements, Tenant shall have all costs, expenses and liabilities incurred by the right to enter into management agreements or similar arrangements (including any amendments thereto) or amend or modify existing management agreements or similar arrangements that exceed the then-existing Term with third parties with Landlord’s consent, which consent shall not be unreasonably withheld, conditioned or delayed (it being understood, Landlord’s withholding of consent to any Sellers as sublessee of the foregoing Sublease Facilities, whether in connection with the Sublease, the Amended Management Agreements or relicensing of the Facilities (including, without limitation, any corrections or improvements to the Facilities required in connection with such relicensing) shall be deemed unreasonable if such management agreement is on commercially reasonable terms at the time borne by Emeritus, and Sellers shall bear no cost, expense or liability in question taking into consideration, among other things, the identity connection therewith. The Subleases and Amended Management Agreements shall terminate upon licensing of the managerSublease Facilities in Emeritus' name (or its affiliate), except for the term of such management agreement and Landlord’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)). Any management agreement entered into pursuant to this Section 22.8 shall be entitled to the provisions of Section 22.3(c) regarding the right of such manager to a non-disturbance and attornment agreement. 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 requirement that it not enter into management agreements with respect to a Material Portion of such Facility shall also be the portion of such Facility that Tenant or any applicable Operating Subtenant does not sublease in order to comply with the similar requirement contained indemnities in Section 22.3. For the avoidance of doubt, all management agreements made or amended pursuant to this Section 22.8 shall be subject to Section 40.1 6.1 and in compliance with all applicable Gaming Regulations.6.3