Common use of Management of Leased Property Clause in Contracts

Management of Leased Property. Joinder by Manager. Tenant shall not enter into or permit to exist any management agreement with respect to any of the Leased Properties, or make any material modification of an approved management agreement, unless the terms thereof have been previously approved in writing by Landlord, which approval may be withheld in Landlord's reasonable discretion; provided, however, that Landlord hereby approves the terms of the Management Agreement. Subject to the rights of any Facility Mortgagee, all management fees, payments in connection with any extension of credit and fees for services provided in connection with the operation of each of the Leased Properties payable by Tenant to Manager under the Management Agreement are hereby subordinated to all of the obligations of Tenant due under this Lease, and Manager's consent to such subordination is evidenced by its joining into this Lease solely to acknowledge and agree to the subordination and the other terms and conditions set forth in this Paragraph 25(b). Upon replacement of the Manager in accordance with the terms of this Lease, Tenant shall, and shall cause the new Manager of the applicable Leased Property or Leased Properties to, execute (x) a Manager's Consent and Subordination of Property Management Agreement, in form and substance reasonably acceptable to Landlord and the new Manager, which shall provide that any fee relating to the management or operation of the applicable Leased Property (or Leased Properties) is and shall at all times remain subordinate to the payments of Rent hereunder and that such replacement manager shall be subject to the termination provisions of Paragraph 28 of the Agreement Regarding Leases, and (y) a Manager's Consent and Subordination of Property Management Agreement, in form and substance reasonably acceptable to any applicable Facility Mortgagee and the new Manager, which shall provide that any fee relating to the management or operation of the applicable Leased Property (or Leased Properties) is and shall at all times remain subordinate to the payments under any related Facility Mortgage.

Management of Leased Property. Joinder by Manager. Tenant shall not enter into or permit to exist any management agreement with respect to any of the Leased PropertiesProperty, or make any material modification of an approved management agreement, unless the terms thereof have been previously approved in writing by Landlord, which approval may be withheld in Landlord's reasonable discretion; provided, however, that Landlord hereby approves the terms of the Management Agreement. Notwithstanding the foregoing, and subject to the terms of any Facility Mortgage, Tenant may replace the Manager with a Affiliate of Guarantor without Landlord's consent, provided (i) Tenant provides Landlord with at least ten (10) Business Days prior written notice of the proposed replacement, (ii) the Management Agreement then in place does not change, but is assigned to any such replacement Manager, (iii) the replacement Manager executes an assignment and assumption agreement pursuant to which it agrees to be bound by all of the terms and provisions of the Management Agreement, and Tenant promptly delivers to Landlord copies thereof, (iv) the replacement Manager executes and delivers to Landlord the documentation required by the last sentence of this Paragraph 25(b), and (v) the resulting management agreement is subject to the manager termination provisions in Paragraph 28 of the Agreement Regarding Leases. Subject to the rights of any Facility Mortgagee, all management fees, payments in connection with any extension of credit and fees for services provided in connection with the operation of each of the Leased Properties Property, payable by Tenant to Manager under the Management Agreement are hereby subordinated to all of the obligations of Tenant due under this Lease, and Manager's consent to such subordination is evidenced by its joining into this Lease solely to acknowledge and agree to the subordination and the other terms and conditions set forth in this Paragraph 25(b). Upon replacement of the Manager in accordance with the terms of this Lease, Tenant shall, and shall cause the new Manager of the applicable Leased Property or Leased Properties to, execute (x) a Manager's Consent and Subordination of Property Management Agreement, in form and substance reasonably acceptable to Landlord and the new Manager, which shall provide that any fee relating to the management or operation of the applicable Leased Property (or Leased Properties) is and shall at all times remain subordinate to the payments of Rent hereunder and that such replacement manager agreement shall be subject to the termination provisions of Paragraph 28 of the Agreement Regarding Leases, and (y) a Manager's Consent and Subordination of Property Management Agreement, in form and substance reasonably acceptable to any applicable Facility Mortgagee and the new Manager, which shall provide that any fee relating to the management or operation of the applicable Leased Property (or Leased Properties) is and shall at all times remain subordinate to the payments under any related the Facility Mortgage.

Management of Leased Property. Joinder by Manager. Tenant shall not enter into or permit to exist any management agreement with respect to any of the Leased Properties, or make any material modification of an approved management agreement, Management Agreement unless the terms thereof have been previously approved in writing by Landlord, which and such approval may shall be withheld in Landlord's reasonable sole discretion; provided, however, except that no such approval shall be required with respect to any Management Agreement between Tenant and IHS or a Subsidiary thereof as Manager (an "IHS Management Agreement") provided that Landlord hereby approves the terms is promptly provided with a true and complete copy of the such Management Agreement. Subject to the rights of any Facility Mortgagee, all All management fees, payments in connection with any extension of credit and fees for services provided in connection with the operation of each of the Leased Properties applicable Facility, payable by Tenant Tenant, to Manager under the Management Agreement are hereby (a) any Guarantor (or any of its Affiliates) or (b) any Affiliates of Tenant, shall be subordinated to all of the obligations of Tenant due under this Lease, and Manager's consent the applicable Lease pursuant to such subordination is evidenced by its joining into this Lease solely to acknowledge and a Subordination Agreement. Tenant shall not agree to any change in the subordination and the other terms and conditions set forth in this Paragraph 25(b). Upon replacement of the Manager in accordance with the terms of this Lease, Tenant shall, and shall cause the new Manager of the applicable Leased Property or Leased Properties toand/or the applicable Facility, execute (x) a Manager's Consent and Subordination of Property to any change in the Management Agreement, or, other than an IHS Management Agreement, terminate any Management Agreement or permit the Manager to assign the Management Agreement to any person other than IHS or a Subsidiary thereof without the prior written approval of Landlord in each instance, which approval shall be subject to Landlord's sole and absolute discretion. The Management Agreement shall provide that Landlord shall be provided notice of any defaults thereunder and, at Landlord's option, an opportunity to cure such default; all in form and substance reasonably acceptable satisfactory to Landlord in its sole and absolute discretion. If Landlord shall cure any of Tenant's defaults under the new Manager, which shall provide that any fee relating to the management or operation of the applicable Leased Property (or Leased Properties) is and shall at all times remain subordinate to the payments of Rent hereunder and that such replacement manager shall be subject to the termination provisions of Paragraph 28 of the Agreement Regarding Leases, and (y) a Manager's Consent and Subordination of Property Management Agreement, in form and substance reasonably acceptable the cost of such cure shall be payable upon demand by Tenant to any applicable Facility Mortgagee Landlord with interest accruing from the demand date at the Overdue Rate and the new Manager, which Landlord shall provide that have the same rights and remedies for failure to pay such costs on demand as for Tenant's failure to pay Minimum Rent. Tenant shall deliver to Landlord any fee relating instrument requested by Landlord to implement the management or operation intent of the applicable Leased Property (or Leased Properties) is and shall at all times remain subordinate to the payments under any related Facility Mortgageforegoing provision.