Common use of Yield Up Clause in Contracts

Yield Up. Upon the expiration or sooner termination of this Agreement, Tenant shall vacate and surrender the Leased Property to Landlord in substantially the same condition in which the Leased Property was in on the Commencement Date, except as repaired, replaced, rebuilt, restored, altered or added to as permitted or required by the provisions of this Agreement, reasonable wear and tear and Condemnation (and casualty damage, in the event that this Agreement is terminated following a casualty in accordance with Article X) excepted. In addition, as of the expiration or earlier termination of this Agreement, Tenant shall, at Landlord's sole cost and expense, use its good faith, commercially reasonable efforts to transfer to and cooperate with Landlord or Landlord's nominee in connection with the processing of all applications for licenses, operating permits and other governmental authorizations and all contracts entered into by Tenant, including contracts with governmental or quasi-governmental Entities which may be necessary for the use and operation of the Retirement Community as then operated, but excluding (i) all insurance contracts and multi-property contracts not limited in scope to the Collective Leased Properties, the Lease Agreements for which are being terminated simultaneously, (ii) all contracts and leases with Affiliates, (iii) utility deposits and (iv) telephone numbers. Landlord shall indemnify and hold Tenant harmless for all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from acts or omissions by Landlord under such contracts subsequent to the date of transfer thereof to Landlord; and Tenant shall indemnify and hold Landlord harmless for all claims, costs and expenses (including reasonable attorney's fees and paralegals' fees) arising from acts or omission by Tenant under such contracts prior to the date of transfer thereof to Landlord.

Yield Up. Upon the expiration or sooner termination of this Agreement, Tenant shall remove all of Tenant’s Personal Property (other than that purchased by Landlord pursuant to Article 15) and vacate and surrender the Leased Property to Landlord (except that Tenant shall not surrender its rights to use the trade names, trademarks, service marks, domain names, logos and other brand-source indicia, including all goodwill related thereto, to the extent necessary for it to comply with its obligations with respect to the Existing Third Party Trade Names and Service Xxxx Rights until the various dates on which the rights thereto of such third parties expire, to the extent and as more particularly described in Section 2.3) in substantially the same condition in which the Leased Property was in on the Commencement Date, except as repaired, replaced, rebuilt, restored, altered or added to as permitted or required by the provisions of this Agreement, reasonable wear and tear and Condemnation excepted (and casualty damagedamage and Condemnation, in the event that this Agreement is terminated following a casualty or Condemnation in accordance with Article X) 10 or Article 11, excepted). In addition, as of upon the expiration or earlier termination of this Agreement, Tenant shall, at Landlord's ’s sole cost and expense, use its good faith, commercially reasonable faith efforts to transfer (or cause to be transferred) to Landlord or its nominee, and cooperate with Landlord or Landlord's ’s nominee in connection with the processing of all applications for for, licenses, operating permits and other governmental authorizations and all contracts entered into by Tenantcontracts, including contracts with governmental or quasi-governmental Entities Government Agencies and rights with third party franchisors which may be necessary for the use and operation of the Retirement Community Travel Centers as then operatedoperated (all such licenses, but excluding (i) all insurance permits, authorizations and contracts being “Operating Rights”). Tenant hereby appoints Landlord as its attorney-in-fact, with full power of substitution, for the purpose of carrying out the provisions of this paragraph and multi-property contracts not limited in scope to the Collective Leased Propertiestaking any action, the Lease Agreements for including, without limitation, executing, delivering and filing applications, certificates, instruments and other documents and papers with Government Agencies, and executing any instruments, assignments, conveyances, and other transfers which are being terminated simultaneouslyrequired to be taken or executed by Tenant, on its behalf and in its name, which appointment is coupled with an interest, is irrevocable and durable and shall survive the subsequent dissolution of Tenant. If requested by Landlord, Tenant shall continue to manage one or more of the Travel Centers after the expiration of the Term for up to one hundred eighty (ii180) all contracts and leases with Affiliatesdays, on such reasonable terms (iii) utility deposits and (iv) telephone numbers. including receipt by Tenant of a market management fee), as Landlord shall indemnify and hold Tenant harmless for all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from acts or omissions by Landlord under such contracts subsequent to the date of transfer thereof to Landlord; and Tenant shall indemnify and hold Landlord harmless for all claims, costs and expenses (including reasonable attorney's fees and paralegals' fees) arising from acts or omission by Tenant under such contracts prior to the date of transfer thereof to Landlordreasonably request.

Yield Up. (a) Upon the expiration or sooner termination of this AgreementLease, Tenant shall vacate and surrender the Leased Property to Landlord in substantially the same condition in which the Leased Property was in on the Commencement Date, except as repaired, replaced, rebuilt, restored, altered altered, or added to as permitted or required by the provisions of this AgreementLease, reasonable wear and tear and Condemnation (and casualty damage, in the event that this Agreement Lease is terminated following a casualty in accordance with Article X10) excepted. . (b) In addition, as of the expiration or earlier termination of this AgreementLease, Tenant shall cooperate in good faith with Landlord to effect an orderly transition of the management or lease of the Leased Property and Tenant shall, at Landlord's ’s sole cost and expense, use its good faith, commercially reasonable efforts to transfer to and cooperate with Landlord or Landlord's ’s nominee in connection with the processing of all applications for licenses, operating permits permits, and other governmental authorizations and all contracts entered into by Tenant, including including, without limitation, contracts with governmental or quasi-governmental Entities which may be necessary for the use and operation of the Retirement Community Hotels as then operated, but excluding (i) all insurance contracts and multi-property contracts not limited in scope to the Collective Leased Properties, the Lease Agreements for which are being terminated simultaneously, (ii) all contracts and leases with Affiliates, (iii) utility deposits and (ivii) telephone numbers. Landlord shall indemnify and hold Tenant harmless for all claims, costs costs, and expenses (including including, without limitation, reasonable attorneys' fees and paralegals' ’ fees) arising from acts or omissions by Landlord under such contracts subsequent to the date of transfer thereof to Landlord; , and Tenant shall indemnify and hold Landlord harmless for all claims, costs costs, and expenses (including including, without limitation, reasonable attorney's fees and paralegals' ’s fees) arising from acts or omission omissions by Tenant under such contracts prior to the date of transfer thereof to Landlord.

Yield Up. Upon the expiration or sooner termination of this Agreement, Tenant shall vacate and surrender the Leased Property to Landlord in substantially the same condition in which the Leased Property was in on the Commencement Date, except as repaired, replaced, rebuilt, restored, altered or added to as permitted or required by the provisions of this Agreement, reasonable wear and tear and Condemnation (and casualty damage, in the event that this Agreement is terminated following a casualty in accordance with Article X10) excepted. In addition, as of the expiration or earlier termination of this Agreement, Tenant shall, at Landlord's sole cost and expense, use its good faith, commercially reasonable efforts to transfer to and cooperate with Landlord or Landlord's nominee in connection with the processing of all applications for licenses, operating permits and other governmental authorizations and all contracts entered into by Tenant, including contracts with governmental or quasi-governmental Entities which may be necessary for the use and operation of the Retirement Community Hotel as then operated, but excluding (i) all insurance contracts and multi-property contracts not limited in scope to the Collective Leased Properties, the Lease Agreements Leases for which are being terminated simultaneously, (iisimultaneously,(ii) all contracts and leases with AffiliatesAffiliated Persons, (iii) utility deposits and (iv) telephone numbers. Landlord shall indemnify and hold Tenant harmless for all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from acts or omissions by Landlord under such contracts subsequent to the date of transfer thereof to Landlord; and Tenant shall indemnify and hold Landlord harmless for all claims, costs and expenses (including reasonable attorney's fees and paralegals' fees) arising from acts or omission by Tenant under such contracts prior to the date of transfer thereof to Landlord.

Yield Up. Upon the expiration or sooner termination of this Agreement, Tenant shall vacate and surrender the Leased Property to Landlord in substantially the same condition in which the Leased Property was in on the Commencement Date, except as repaired, replaced, rebuilt, restored, altered or added to as permitted or required by the provisions of this Agreement, reasonable wear and tear and Condemnation (and casualty damage, in the event that this Agreement is terminated following a casualty in accordance with Article X10) excepted. In addition, as of the expiration or earlier termination of this Agreement, Tenant shall, at Landlord's sole cost and expense, use its good faith, commercially reasonable efforts to transfer to and cooperate with Landlord or Landlord's nominee in connection with the processing of all applications for licenses, operating permits and other governmental authorizations and all contracts entered into by Tenant, including contracts with governmental or quasi-governmental Entities which may be necessary for the use and operation of the Retirement Community Hotel as then operated, but excluding (ia) all insurance contracts and multi-property contracts not limited in scope to the Collective Leased Properties, the Lease Agreements Leases for which are being terminated simultaneously, (iib) all contracts and leases with AffiliatesAffiliated Persons, (iiic) utility deposits and (ivd) telephone numbers. Landlord shall indemnify and hold Tenant harmless for all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from acts or omissions by Landlord under such contracts subsequent to the date of transfer thereof to Landlord; and Tenant shall indemnify and hold Landlord harmless for all claims, costs and expenses (including reasonable attorney's fees and paralegals' fees) arising from acts or omission by Tenant under such contracts prior to the date of transfer thereof to Landlord.

Yield Up. Upon the expiration or sooner termination of this Agreement, Tenant shall vacate and surrender each of the Collective Leased Property Properties to Landlord in substantially the same condition in which each of the Collective Leased Property Properties was in on the Commencement Date, except as repaired, replaced, rebuilt, restored, altered or added to as permitted or required by the provisions of this Agreement, reasonable wear and tear and Condemnation excepted (and casualty damageCondemnation, in the event that this Agreement is terminated with respect to any of the Collective Leased Properties following a casualty Condemnation in accordance with Article X11). Rents, real estate taxes and utilities shall be prorated in the same manner as set forth in Section 10.4 of the Purchase Agreement. Along therewith Tenant shall surrender to Landlord any and all records and documents related to the Collective Leased Properties and Tenant's Personal Property (i.e., but not, subject to Section 12.6 hereof, documents primarily related to Tenant's business operated therein) exceptedincluding documents and records obtained by Tenant pursuant to Section 10.2 of the Purchase Agreement. Landlord (or its designee) shall have the right, but not the obligation, to assume any or all contracts relating to the Collective Leased Properties and Tenant's Personal Property (i.e., contracts not primarily related to the business operated therein). In no event shall Landlord (or its designee) have any liability under such contracts for obligations or liabilities accruing under such contracts prior to the date of such assumption by such party. Tenant shall deliver to Landlord keys and security deposits (for assumed leases) in the same fashion as described in Sections 10.2(e) and 10.4(d) of the Purchase Agreement. In addition, as of upon the expiration or earlier termination of this Agreement, Tenant shall, at Landlord's sole cost and expense, use its good faith, commercially reasonable best efforts to transfer to and cooperate with Landlord or Landlord's nominee in connection with the processing of all applications for licenses, operating permits and other governmental authorizations and all contracts entered into by Tenantcontracts, including contracts with governmental or quasi-governmental Entities entities which may be necessary for the use and operation of the Retirement Community as then operated, but excluding (i) all insurance contracts and multi-property contracts not limited in scope to Facilities located on the Collective Leased Properties. If requested by Landlord, Tenant will continue to manage any such Facility after the Lease Agreements expiration or sooner termination of the Term and for which are being terminated simultaneouslyas long thereafter as is necessary (but not to exceed six (6) months following the date of such expiration or sooner termination) to obtain all necessary licenses, operating permits and other governmental authorizations, on such reasonable terms as Landlord shall request, but in any event Landlord shall pay to Tenant a management fee equal to the sum of (i) reasonable out-of-pocket costs and expenses of Tenant in providing management services, (ii) all contracts reasonable allocated internal costs of Tenant in providing management services (including but not limited to a reasonably allocated portion of the salaries and leases with Affiliatesbenefits costs of Tenant personnel who provide such services), and (iii) utility deposits 10% of the sum of (i) and (iv) telephone numbersii). Landlord shall indemnify and hold In connection with any such management arrangement, Tenant harmless for all claimswill, costs and expenses (including use its commercially reasonable attorneys' fees and paralegals' fees) arising from acts or omissions by Landlord under such contracts subsequent best efforts to the date extent reasonable necessary, maintain in effect during the period of transfer thereof its management arrangement, those contracts, including (for sixty (60) days after such expiration or sooner termination, but after sixty (60) days, only if the Franchise Agreement has been assumed pursuant to Landlord; Section 12.6) the Franchise Agreement, necessary for the performance of such management responsibilities and Tenant shall indemnify and hold Landlord harmless for all claims, costs and expenses (including reasonable attorney's fees and paralegals' fees) arising from acts or omission by Tenant under such contracts prior to the date operation of transfer thereof to Landlordthe Facilities for the Primary Intended Use.

Yield Up. Upon the expiration or sooner termination of this Agreement, Tenant shall vacate and surrender the Leased Property to Landlord in substantially the same condition in which the Leased Property was in on the Commencement Date, except as repaired, replaced, rebuilt, restored, altered or added to as permitted or required by the provisions of this Agreement, reasonable wear and tear and Condemnation (and casualty damagedamage and Condemnation, in the event that this Agreement is terminated following a casualty or total Condemnation in accordance with Article X10 or Article 11) excepted. In addition, as of upon the expiration or earlier termination of this Agreement, Tenant shall, at Landlord's sole cost and expense, use its good faith, commercially reasonable efforts to transfer to and cooperate with Landlord or Landlord's nominee in connection with the processing of all applications for licenses, operating permits and other governmental authorizations and all contracts entered into by Tenant, including contracts with governmental or quasi-governmental Entities which may be necessary for the use and operation of the Retirement Community Hotel as then operated, but excluding (i) all insurance contracts and multi-multi- property contracts not limited in scope to the Collective Leased Properties, Properties the Lease Agreements Leases for which are being terminated simultaneously, (iisimultaneously,(ii) all contracts and leases with AffiliatesAffiliated Persons, (iii) utility deposits and (iv) telephone numbersnumbers (which telephone numbers Tenant shall be required to convey to Landlord only if this Agreement is terminated as a result of an Event of Default). Landlord shall indemnify and hold Tenant harmless for all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from acts or omissions by Landlord under such contracts subsequent to the date of transfer thereof to Landlord; . If requested by Landlord on or before the date which is at least 60 days prior to such expiration or earlier termination of this Agreement, Tenant will continue to manage the Hotel after the expiration of the Term and for up to one hundred twenty (120) days, on such reasonable terms (which shall include an agreement to reimburse Tenant for its reasonable out-of-pocket costs and expenses, and reasonable administrative costs and a management fee equal to 10% of Total Hotel Sales), as Landlord and Tenant shall indemnify and hold Landlord harmless for all claims, costs and expenses (including reasonable attorney's fees and paralegals' fees) arising from acts or omission by Tenant under such contracts prior to the date of transfer thereof to Landlordreasonably agree.

Yield Up. Upon the expiration or sooner termination of this Lease (unless such termination occurs at the closing after Lessee’s exercise of its Buyback Option pursuant to the Buyback Option Agreement), Tenant Lessee shall vacate at Lessee’s sole cost and surrender expense: A. prior to vacating the Leased Cypress Premises make or cause to be made such maintenance, repairs, and alterations as may be necessary to put the Personal Property in the condition required by this Section 6.8; and B. deliver the Personal Property to Landlord Lessor in substantially the same condition in which the Leased Personal Property was in on the Commencement Date, except as repaired, replaced, rebuilt, restored, replaced, altered or added to as permitted or required by the provisions of this AgreementLease, reasonable wear and tear and Condemnation (and casualty damage, in the event that this Agreement Lease is terminated following a casualty in accordance with Article X11) excepted. In addition, as of the expiration or earlier termination of this Agreement, Tenant shall, at Landlord's sole cost and expense, ; and C. use its Lessee’s good faith, commercially reasonable efforts to transfer to Lessor, and cooperate with Landlord Lessor or Landlord's Lessor’s nominee in connection with the processing of all applications for licensestransfer to Lessor (or Lessor’s designee) of, operating permits all Licenses and Permits and other governmental authorizations and all contracts Contracts entered into by TenantLessee in connection with the Personal Property and to the extent not provided for in the Sub-permit, including contracts Contracts with governmental or quasi-governmental Entities Governmental Agencies which may be necessary for the use and operation of the Retirement Community Personal Property on the Cypress Premises and Improvements as then operated, but excluding (i) all insurance contracts and multi-property contracts not limited in scope to the Collective Leased Properties, the Lease Agreements for which are being terminated simultaneously, (ii) all contracts and leases with Affiliates, (iii) utility deposits and (iv) telephone numbers. Landlord Lessor shall indemnify and hold Tenant Lessee harmless for all claims, costs and expenses (including reasonable attorneys' fees and paralegals' legal fees) arising from acts or omissions by Landlord Lessor under such contracts Contracts subsequent to the date of transfer thereof to LandlordLessor; and Tenant Lessee shall indemnify and hold Landlord Lessor harmless for all claims, costs and expenses (including reasonable attorney's fees and paralegals' legal fees) arising from acts or omission by Tenant Lessee under such contracts Contracts and/or the Licenses and Permits prior to the date of transfer thereof to LandlordLessor; and (ii) Lessee shall re-assign to Lessor or Lessor’s nominee all of its right, title and interest under all then existing subleases. D. Turnover and deliver to Lessor all of the personal property required to be turned over to Lessor pursuant to the Turnover Agreement.

Yield Up. (a) Upon the expiration or sooner termination of this AgreementLease, Tenant shall vacate and surrender the Leased Property to Landlord in substantially the same condition in which the Leased Property was in on the Initial Commencement Date, except as repaired, replaced, rebuilt, restored, altered altered, improved, or added to as permitted or required by the provisions of this AgreementLease, reasonable wear and tear and Condemnation (and casualty damage, in the event that this Agreement Lease is terminated following a casualty in accordance with Article X10) excepted. . (b) In addition, as of the expiration or earlier termination of this AgreementLease, Tenant shall cooperate in good faith with Landlord to effect an orderly transition of the management or lease of the Leased Property and Tenant shall, at Landlord's ’s sole cost and expense, use its good faith, commercially reasonable efforts to transfer to and cooperate with Landlord or Landlord's ’s nominee in connection with the processing of all applications for licenses, operating permits permits, and other governmental authorizations and all contracts entered into by Tenant, including including, without limitation, contracts with governmental or quasi-governmental Entities which may be necessary for the use and operation of the Retirement Community Hotels as then operated, but excluding (i) all insurance contracts and multi-property contracts not limited in scope to the Collective Leased Properties, the Lease Agreements for which are being terminated simultaneously, (ii) all contracts and leases with Affiliates, (iii) utility deposits and (ivii) telephone numbers. Landlord shall indemnify and hold Tenant harmless for all claims, costs costs, and expenses (including including, without limitation, reasonable attorneys' fees and paralegals' ’ fees) arising from acts or omissions by Landlord under such contracts subsequent to the date of transfer thereof to Landlord; , and Tenant shall indemnify and hold Landlord harmless for all claims, costs costs, and expenses (including including, without limitation, reasonable attorney's fees and paralegals' ’s fees) arising from acts or omission omissions by Tenant under such contracts prior to the date of transfer thereof to Landlord.

Yield Up. Upon the expiration or sooner termination of this AgreementLease, (i) Tenant shall vacate and surrender the Leased Property to Landlord in substantially the same condition in which the Leased Property was in on the Commencement Date, except as repaired, replaced, rebuilt, restored, altered or added to as permitted or required by the provisions of this AgreementLease, reasonable wear and tear and Condemnation (and casualty damage, in the event that this Agreement Lease is terminated following a casualty in accordance with Article X10) excepted. In addition, as of the expiration or earlier termination of this Agreementand (ii) all Subleases, Tenant shall, at Landlord's sole cost and expense, use its good faith, commercially reasonable efforts to transfer to and cooperate with Landlord or Landlord's nominee in connection with the processing of all applications for licenses, operating permits and other governmental authorizations and all contracts entered into by Tenant, including contracts with governmental or quasi-governmental Entities which may be necessary for the use and operation of the Retirement Community Project as then operated, but excluding excluding: (ia) all insurance contracts and multi-property contracts not limited in scope to the Collective Leased PropertiesProperty, the Lease Agreements for which are being terminated simultaneously, or this Lease; (iib) all contracts and leases with Affiliates, Affiliated Persons; and (iiic) utility deposits (all of the foregoing being collectively referred to as the “Assigned Agreements and (iv) telephone numbersLicenses”), shall be deemed to be automatically transferred, conveyed and assigned to Landlord. The foregoing assignment of the Assigned Agreements and Licenses shall be self-operative and effective without the necessity of execution of any new assignment or other document on the part of Tenant or any party to any of such agreements or licenses or their respective heirs, legal representatives, successors or assigns. Tenant agrees, however, to execute and deliver upon the request of Landlord, any instrument which in the reasonable judgment of Landlord may be necessary or appropriate to evidence such assignment. Landlord shall indemnify and hold Tenant harmless for all claims, costs and expenses (including reasonable attorneys' fees and paralegals' ’ fees) arising from acts or omissions by Landlord under such contracts subsequent to the date of transfer thereof to Landlord; and Tenant shall indemnify and hold Landlord harmless for all claims, costs and expenses (including reasonable attorney's fees and paralegals' ’s fees) arising from acts or omission by Tenant under such contracts prior to the date of transfer thereof to Landlord.

Yield Up. Upon the expiration or sooner termination of this Agreement, Tenant shall vacate and surrender the Leased Property to Landlord in substantially the same condition in which the Leased Property was in on the Commencement Date, except as repaired, replaced, rebuilt, restored, altered or added to as permitted or required by the provisions of this Agreement, reasonable wear and tear and Condemnation (and casualty damagedamage and Condemnation, in the event that this Agreement is terminated following a casualty or total Condemnation in accordance with Article X10 or Article 11) excepted. In addition, as of upon the expiration or earlier termination of this Agreement, Tenant shall, at Landlord's sole cost and expense, use its good faith, commercially reasonable efforts to transfer to and cooperate with Landlord or Landlord's nominee in connection with the processing of all applications for licenses, operating permits and other governmental authorizations and all contracts entered into by Tenant, including contracts with governmental or quasi-governmental Entities which may be necessary for the use and operation of the Retirement Community Hotel as then operated, but excluding (i) all insurance contracts and multi-property contracts not limited in scope to the Collective Leased Properties, Properties the Lease Agreements Leases for which are being terminated simultaneously, (iisimultaneously,(ii) all contracts and leases with AffiliatesAffiliated Persons, (iii) utility deposits and (iv) telephone numbersnumbers (which telephone numbers Tenant shall be required to convey to Landlord only if this Agreement is terminated as a result of an Event of Default). Landlord shall indemnify and hold Tenant harmless for all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from acts or omissions by Landlord under such contracts subsequent to the date of transfer thereof to Landlord; . If requested by Landlord on or before the date which is at least 60 days prior to such expiration or earlier termination of this Agreement, Tenant will continue to manage the Hotel after the expiration of the Term and for up to one hundred twenty (120) days, on such reasonable terms (which shall include an agreement to reimburse Tenant for its reasonable out-of-pocket costs and expenses, and reasonable administrative costs and a management fee equal to 10% of Total Hotel Sales), as Landlord and Tenant shall indemnify and hold Landlord harmless for all claims, costs and expenses (including reasonable attorney's fees and paralegals' fees) arising from acts or omission by Tenant under such contracts prior to the date of transfer thereof to Landlordreasonably agree.

Yield Up. Upon the expiration or sooner termination of this Agreement, Tenant shall vacate and surrender the Leased Property Property, to Landlord in substantially the same condition in which the Leased Property was in on the Commencement Date, except as repaired, replaced, rebuilt, restored, altered or added to as permitted or required by the provisions of this Agreement, reasonable wear and tear and Condemnation (and casualty damage, in the event that this Agreement is terminated following a casualty in accordance with Article X10) excepted, together with the FAS and Inventories then existing but excluding any FAS and Inventories with Proprietary Marks (as defined in the Operating Agreement) acquired by Tenant or the Operator. In addition, as of the expiration or earlier termination of this Agreement, Tenant shall, at Landlord's sole cost and expense, use its good faith, commercially reasonable efforts to transfer to and cooperate with Landlord or Landlord's nominee in connection with the processing of all applications for licenses, operating permits and other governmental authorizations and all contracts entered into by Tenant, including contracts with governmental or quasi-governmental Entities which may be necessary for the use and operation of the Retirement Community Facility as then operated, but excluding (i) all insurance contracts and multi-property contracts not limited in scope to the Collective Leased Properties, the Lease Agreements Leases for which are being terminated simultaneously, (iisimultaneously,(ii) all contracts and leases with AffiliatesAffiliated Persons, (iii) utility deposits and (iv) telephone numbers. Landlord shall indemnify and hold Tenant harmless for all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from acts or omissions by Landlord under such contracts subsequent to the date of transfer thereof to Landlord; and Tenant shall indemnify and hold Landlord harmless for all claims, costs and expenses (including reasonable attorney's fees and paralegals' fees) arising from acts or omission by Tenant under such contracts prior to the date of transfer thereof to Landlord.

Yield Up. Upon the expiration or sooner termination of this AgreementAgreement (or the termination of this Agreement with respect to any Property), Tenant shall shall, subject to the completion of a transfer of ownership approved by the Massachusetts Department of Public Health with respect to each Rehabilitation Hospital Property, vacate and surrender the Leased Property or such Property (as applicable) to Landlord in substantially the same condition in which the Leased such Property was in on the its Commencement Date, except as repaired, replaced, rebuilt, restored, altered or added to as permitted or required by the provisions of this Agreement, reasonable wear and tear and Condemnation excepted (and casualty damagedamage and Condemnation, in the event that this Agreement is terminated following a casualty or Condemnation in accordance with Article X) 10 or Article 11 excepted). In addition, as of upon the expiration or earlier termination of this AgreementAgreement with respect to any Senior Housing Property, Tenant shall, at Landlord's ’s sole cost and expense, use its good faith, commercially reasonable faith efforts to transfer (or cause to be transferred) to and cooperate with Landlord or Landlord's ’s nominee in connection with the processing of all applications for licenses, operating permits and other governmental authorizations and all contracts entered into by Tenantcontracts, including contracts with governmental or quasi-governmental Entities which may be necessary for the use and operation of the Retirement Community Facility located on such Property as then operated. If requested by Landlord, but excluding Tenant shall continue to manage one or more of the Facilities located at the Senior Housing Properties after the expiration of the Term with respect to such Properties for up to one hundred eighty (i180) all insurance contracts days, on such reasonable terms (which shall include an agreement to reimburse Tenant for its reasonable out-of-pocket costs and multi-property contracts not limited in scope to the Collective Leased Propertiesexpenses, the Lease Agreements for which are being terminated simultaneouslyand reasonable administrative costs), (ii) all contracts and leases with Affiliates, (iii) utility deposits and (iv) telephone numbers. as Landlord shall indemnify reasonably request. In addition, upon the expiration or earlier termination of this Agreement with respect to either Rehabilitation Hospital Property, Tenant shall, at Landlord’s reasonable cost and expense, use its best efforts to complete the transfer of ownership of the hospital business and the related hospital operations and records necessary for such operation to, and cooperate with Landlord or Landlord’s nominee in connection with the processing of all applications for, licenses, operating permits and other governmental authorizations and all contracts, including contracts with governmental or quasi-governmental entities, which may be necessary for the operation of the hospitals at such Properties. Until such transfer of ownership is approved by the Massachusetts Department of Public Health, it is understood that Tenant shall continue as owner and licensee of the hospital business and the related hospital operations conducted at the Facilities located at the Rehabilitation Hospital Properties after the termination of this Agreement and for so long thereafter as is necessary for Landlord or Landlord’s nominee to obtain all necessary licenses, operating permits and other governmental authorizations. If a new tenant is not licensed upon the expiration or termination of this Agreement in connection with a Default or Event of Default by Tenant, then, during such post termination period, Tenant shall pay hold Tenant harmless over rent in accordance with Section 13. Otherwise, during such period, Minimum Rent with respect to each applicable Rehabilitation Hospital Property shall be payable in an amount equal to seventy-five percent (75%) of the Minimum Rent attributable to such Rehabilitation Hospital Property for all claimsthe last month of the Term for the first six (6) months after the expiration date and fifty percent (50%) of such Minimum Rent thereafter. If necessary, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from acts or omissions by Landlord under such contracts subsequent to the date of transfer thereof to Landlord; and Tenant shall indemnify negotiate in good faith to agree upon the Minimum Rent attributable to each Rehabilitation Hospital Property, it being acknowledged and hold agreed that the Minimum Rent attributable to each Rehabilitation Hospital Property shall equal the fair market rent for such Rehabilitation Hospital Property. If Landlord harmless for all claimsand Tenant are unable to agree upon the Minimum Rent attributable to either Rehabilitation Hospital Property within thirty (30) days following the commencement of such negotiations, costs then the Minimum Rent attributable to such Rehabilitation Hospital Property shall be determined by arbitration in accordance with Section 22. It is expressly understood and expenses (including reasonable attorney's fees agreed that any transfer with respect to a Rehabilitation Hospital Property pursuant to this Section 5.3 or any other Section of this Agreement is not a transfer of ownership of the hospital and paralegals' fees) arising from acts or omission by Tenant under such contracts prior is not a transfer of the right, title and interest related to the date licenses granted by the Massachusetts Department of transfer thereof Public Health to Landlordoperate the Facilities thereon or any other permit, license or certification used in the operation of such Facilities that is otherwise by its terms non-transferable. Any such change in ownership and licensee shall be subject, in all events, to the approval of each and every applicable Government Agency, including, without limitation, the Massachusetts Department of Public Health, and Applicable Law, Tenant being obligated to cooperate in and facilitate such approval process.

Yield Up. Upon the expiration or sooner termination of this Agreement, Tenant shall vacate and surrender the Leased Property to Landlord in substantially the same condition in which the Leased Property was in on the Commencement Date, except as repaired, replaced, rebuilt, restored, altered or added to as permitted or required by the provisions of this Agreement, reasonable wear and tear and Condemnation excepted (and excluding casualty damagedamage and Condemnation, in the event that this Agreement is terminated following a casualty or Condemnation in accordance with Article X) 10 or Article 11 excepted). In addition, as of upon the expiration or earlier termination of this Agreement, Tenant shall, at Landlord's sole cost and expense, use its reasonable good faith, commercially reasonable faith efforts to transfer (or cause to be transferred) to and cooperate with Landlord or Landlord's nominee in connection with the processing of all applications for licenses, operating permits and other governmental authorizations and all contracts entered into by Tenantcontracts, including contracts with governmental or quasi-governmental Entities which may be necessary for the use and operation of the Retirement Community Facility as then operated, but excluding operated (i) all insurance other than contracts and multi-property contracts not limited in scope related exclusively to the Collective Leased PropertiesExcluded Assets). If requested by Landlord, Tenant shall continue to manage one or more of the Lease Agreements Facilities after the expiration of the Term for up to one hundred eighty (180) days, on such reasonable terms as Landlord and Tenant shall reasonably agree upon (which are being terminated simultaneously, (ii) all contracts and leases with Affiliates, (iii) utility deposits and (iv) telephone numbers. Landlord terms shall indemnify and hold include an agreement to reimburse Tenant harmless for all claims, its reasonable out-of-pocket costs and expenses (including and reasonable attorneys' fees and paralegals' fees) arising from acts or omissions by Landlord under such contracts subsequent to the date of transfer thereof to Landlord; and Tenant shall indemnify and hold Landlord harmless for all claims, administrative costs and expenses (including an agreement to pay Tenant a reasonable attorney's fees and paralegals' fees) arising from acts or omission by Tenant under management fee at the then-prevailing market rates in the industry for such contracts prior to the date of transfer thereof to Landlord.a Facility). -33- 5.4

Yield Up. Upon the expiration or sooner termination of this AgreementAgreement (or the termination of this Agreement with respect to any Property), Tenant shall shall, subject to the completion of a transfer of ownership approved by the Massachusetts Department of Public Health with respect to each Rehabilitation Hospital Property, vacate and surrender the Leased Property or such Property (as applicable) to Landlord in substantially the same condition in which the Leased as such Property was in on the its Commencement Date, except as repaired, replaced, rebuilt, restored, altered or added to as permitted or required by the provisions of this Agreement, reasonable ordinary wear and tear and Condemnation (and casualty damage, in the event that this Agreement is terminated following a casualty in accordance with Article X) excepted. In addition, as of upon the expiration or earlier termination of this AgreementAgreement with respect to any Senior Housing Property, Tenant shall, at Landlord's ’s sole cost and expense, use its good faith, commercially reasonable faith efforts to transfer to (or cause to be transferred to), and cooperate with Landlord or Landlord's ’s nominee in connection with the processing of of, all applications for licenses, operating permits and other governmental authorizations and all contracts entered into by Tenantcontracts, including contracts with governmental or quasi-governmental Entities which may be necessary for the use and operation of the Retirement Community Facility located on such Property as then operated. If requested by Landlord, but excluding Tenant shall continue to manage one or more of the Facilities located at the Senior Housing Properties after the expiration of the Term with respect to such Properties for up to one hundred eighty (i180) all insurance contracts days, on such reasonable terms (which shall include an agreement to reimburse Tenant for its reasonable out-of-pocket costs and multi-property contracts not limited in scope to the Collective Leased Propertiesexpenses, the Lease Agreements for which are being terminated simultaneouslyand reasonable administrative costs), (ii) all contracts and leases with Affiliates, (iii) utility deposits and (iv) telephone numbers. as Landlord shall indemnify reasonably request. In addition, upon the expiration or earlier termination of this Agreement with respect to either Rehabilitation Hospital Property, Tenant shall, at Landlord’s reasonable cost and expense, use its best efforts to complete the transfer of ownership of the hospital business and the related hospital operations and records necessary for such operation to, and cooperate with Landlord or Landlord’s nominee in connection with the processing of all applications for, licenses, operating permits and other governmental authorizations and all contracts, including contracts with governmental or quasi-governmental entities, which may be necessary for the operation of the hospitals at such Properties. Until such transfer of ownership is approved by the Massachusetts Department of Public Health, it is understood that Tenant shall continue as owner and licensee of the hospital business and the related hospital operations conducted at the Facilities located at the Rehabilitation Hospital Properties after the termination of this Agreement and for so long thereafter as is necessary for Landlord or Landlord’s nominee to obtain all necessary licenses, operating permits and other governmental authorizations. If a new tenant is not licensed upon the expiration or termination of this Agreement in connection with a Default or Event of Default by Tenant, then, during such post termination period, Tenant shall pay hold Tenant harmless over rent in accordance with Section 13. Otherwise, during such period, Minimum Rent with respect to each applicable Rehabilitation Hospital Property shall be payable in an amount equal to seventy-five percent (75%) of the Minimum Rent attributable to such Rehabilitation Hospital Property for all claimsthe last month of the Term for the first six (6) months after the expiration date and fifty percent (50%) of such Minimum Rent thereafter. If necessary, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from acts or omissions by Landlord under such contracts subsequent to the date of transfer thereof to Landlord; and Tenant shall indemnify negotiate in good faith to agree upon the Minimum Rent attributable to each Rehabilitation Hospital Property, it being acknowledged and hold agreed that the Minimum Rent attributable to each Rehabilitation Hospital Property shall equal the fair market rent for such Rehabilitation Hospital Property. If Landlord harmless for all claimsand Tenant are unable to agree upon the Minimum Rent attributable to either Rehabilitation Hospital Property within thirty (30) days following the commencement of such negotiations, costs then the Minimum Rent attributable to such Rehabilitation Hospital Property shall be determined by arbitration in accordance with Section 22. It is expressly understood and expenses (including reasonable attorney's fees agreed that any transfer with respect to a Rehabilitation Hospital Property pursuant to this Section 5.3 or any other Section of this Agreement is not a transfer of ownership of the hospital and paralegals' fees) arising from acts or omission by Tenant under such contracts prior is not a transfer of the right, title and interest related to the date licenses granted by the Massachusetts Department of transfer thereof Public Health to Landlordoperate the Facilities thereon or any other permit, license or certification used in the operation of such Facilities that is otherwise by its terms non-transferable. Any such change in ownership and licensee shall be subject, in all events, to the approval of each and every applicable Government Agency, including, without limitation, the Massachusetts Department of Public Health, and Applicable Law, Tenant being obligated to cooperate in and facilitate such approval process.

Yield Up. (a) Upon the expiration or sooner termination of this Agreement, Tenant shall vacate and surrender each of the Collective Leased Property Properties to Landlord in substantially the same condition in which each of the Collective Leased Property Properties was in on the Commencement Date, except as repaired, replaced, rebuilt, restored, altered or added to as permitted or required by the provisions of this Agreement, reasonable wear and tear and Condemnation excepted (and casualty damagedamage and Condemnation, in the event that this Agreement is terminated with respect to any of the Collective Leased Properties following a casualty or total Condemnation in accordance with Article X) excepted10 or Article 11). In addition, as of upon the expiration or earlier termination of this Agreement, Tenant shall, at Landlord's sole cost and expense, use its good faith, commercially reasonable best efforts to transfer to and cooperate with Landlord or Landlord's nominee in connection with the processing of all applications for licenses, operating permits and other governmental authorizations and all contracts entered into by Tenantcontracts, including contracts with governmental or quasi-governmental Entities entities which may be necessary for the use and operation of the Retirement Community Facilities located on the Collective Leased Properties. If requested by Landlord, Tenant will continue to manage any such Facility after the expiration of the Term and for as then operatedlong thereafter as is necessary to obtain all necessary licenses, operating permits and other governmental authorizations, on such reasonable terms (which shall include an agreement to pay Tenant a market rate management fee and reimburse Tenant for its reasonable out-of-pocket costs and expenses, and reasonable administrative costs) as Landlord shall request. (b) Effective on not less than fifteen (15) days' prior Notice given at least sixty (60) days prior to expiration of the Term (or such shorter period as shall be appropriate if this Agreement is terminated with respect to any of the Collective Leased Properties prior to its expiration date), Landlord shall have the option to purchase all (but excluding not less than all) of Tenant's Personal Property (iexcept motor vehicles) all insurance contracts and multi-property contracts not limited in scope with respect to any of the Collective Leased Properties, at the Lease Agreements expiration or sooner termination of this Agreement with respect to such Leased Property, for which are being terminated simultaneously, (ii) all contracts and leases with Affiliates, (iii) utility deposits and (iv) telephone numbers. Landlord shall indemnify and hold Tenant harmless for all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from acts or omissions by Landlord under such contracts subsequent an amount equal to the date then fair market value thereof (determined by the agreement of transfer thereof to Landlord; Landlord and Tenant if they can agree and otherwise in accordance with the appraisal procedures set forth in Article 19), subject to, and with appropriate price adjustments for, all equipment leases, conditional sale contracts, security interests and other encumbrances to which such Tenant's Personal Property is subject. Tenant's Personal Property shall indemnify be conveyed to Landlord on an "as-is" basis, in its then current condition and hold state of repair. Tenant shall provide Landlord harmless for all claimswith warranties of title, costs and expenses (including reasonable attorneyreflecting no encumbrances as to which adjustments to the purchase price thereof, as required by the previous sentence, have not been made. Failure of Landlord to notify Tenant of its election to purchase Tenant's fees and paralegals' fees) arising from acts or omission Personal Property at any of the Collective Leased Properties by Tenant under such contracts the 75th day prior to the date expiration of transfer thereof this Agreement (or such shorter period as may be appropriate if this Agreement is terminated with respect to any of the Collective Leased Properties prior to its expiration date) shall be deemed to constitute a waiver of Landlord's right to purchase Tenant's Personal Property with respect to such Leased Property.

Yield Up. Upon the expiration or sooner earlier termination of this Agreement, Tenant shall vacate and surrender the Leased Property to Landlord in substantially the same condition in which the Leased Property was in on the Commencement Date, except as repaired, replaced, rebuilt, restored, altered or added to as permitted or required by the provisions of this Agreement, reasonable wear and tear and Condemnation (and casualty damage, in the event that this Agreement is terminated following a casualty in accordance with Article X10) excepted. In addition, as of the expiration or earlier termination of this Agreement, Tenant shall, at Landlord's ’s sole cost and expense, use its good faith, commercially reasonable efforts to transfer to and cooperate with Landlord or Landlord's ’s nominee in connection with the processing of all applications for licenses, operating permits and other governmental authorizations and all contracts entered into by Tenant, including contracts with governmental or quasi-governmental Entities which may be necessary for the use and operation of the Retirement Community Leased Property as then operated, but excluding (ia) all insurance contracts and multi-property contracts not limited in scope to the Collective Leased Properties, Property or this Agreement and/or the Lease Agreements for which are being terminated simultaneouslyPersonal Property Lease, (iib) all contracts and leases with AffiliatesAffiliated Persons of Tenant, and (iiic) utility deposits and (iv) telephone numbersdeposits. Landlord shall indemnify indemnify, insure, pay, defend, save and hold harmless Tenant harmless for all claimslosses, liabilities, Claims, damages, costs and expenses (including reasonable attorneys' fees and paralegals' ’ fees) arising from acts or omissions by Landlord under such contracts on and subsequent to the date of transfer thereof to Landlord; and Tenant shall indemnify indemnify, insure, pay defend, save and hold harmless Landlord harmless for all claimslosses, liabilities, Claims, damages, costs and expenses (including reasonable attorney's fees and paralegals' attorneys’ fees) arising from acts or omission omissions by Tenant under such contracts prior to the date of transfer thereof to Landlord.

Yield Up. Upon the expiration or sooner termination of this Agreement, Tenant shall remove all of Tenant’s Personal Property (other than that purchased by Landlord pursuant to Article 15) and vacate and surrender the Leased Property to Landlord (except that Tenant shall not surrender its rights to use the trade names, trademarks, service marks, domain names, logos and other brand-source indicia, including all goodwill related thereto, to the extent necessary for it to comply with its obligations with respect to the Existing Third Party Trade Names and Service Mark Rights until the various dates on which the rights thereto of such third parties expire, to the extent and as more particularly described in Section 2.3) in substantially the same condition in which the Leased Property was in on the Commencement Date, except as repaired, replaced, rebuilt, restored, altered or added to as permitted or required by the provisions of this Agreement, reasonable wear and tear and Condemnation excepted (and casualty damagedamage and Condemnation, in the event that this Agreement is terminated following a casualty or Condemnation in accordance with Article X) 10 or Article 11, excepted). In addition, as of upon the expiration or earlier termination of this Agreement, Tenant shall, at Landlord's ’s sole cost and expense, use its good faith, commercially reasonable faith efforts to transfer (or cause to be transferred) to Landlord or its nominee, and cooperate with Landlord or Landlord's ’s nominee in connection with the processing of all applications for for, licenses, operating permits and other governmental authorizations and all contracts entered into by Tenantcontracts, including contracts with governmental or quasi-governmental Entities Government Agencies and rights with third party franchisors which may be necessary for the use and operation of the Retirement Community Travel Centers as then operatedoperated (all such licenses, but excluding (i) all insurance permits, authorizations and contracts being “Operating Rights”). Tenant hereby appoints Landlord as its attorney-in-fact, with full power of substitution, for the purpose of carrying out the provisions of this paragraph and multi-property contracts not limited in scope to the Collective Leased Propertiestaking any action, the Lease Agreements for including, without limitation, executing, delivering and filing applications, certificates, instruments and other documents and papers with Government Agencies, and executing any instruments, assignments, conveyances, and other transfers which are being terminated simultaneouslyrequired to be taken or executed by Tenant, on its behalf and in its name, which appointment is coupled with an interest, is irrevocable and durable and shall survive the subsequent dissolution of Tenant. If requested by Landlord, Tenant shall continue to manage one or more of the Travel Centers after the expiration of the Term for up to one hundred eighty (ii180) all contracts and leases with Affiliatesdays, on such reasonable terms (iii) utility deposits and (iv) telephone numbers. including receipt by Tenant of a market management fee), as Landlord shall indemnify and hold Tenant harmless for all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from acts or omissions by Landlord under such contracts subsequent to the date of transfer thereof to Landlord; and Tenant shall indemnify and hold Landlord harmless for all claims, costs and expenses (including reasonable attorney's fees and paralegals' fees) arising from acts or omission by Tenant under such contracts prior to the date of transfer thereof to Landlordreasonably request.

Yield Up. Upon the expiration or sooner termination of this Agreement, Tenant shall vacate and surrender the Leased Property to Landlord in substantially the same condition in which the Leased Property was in on the Commencement Date, except as repaired, replaced, rebuilt, restored, altered or added to as permitted or required by the provisions of this Agreement, reasonable wear and tear and Condemnation (and casualty damage, in the event that this Agreement is terminated following a casualty in accordance with Article X10) excepted. In addition, as of the expiration or earlier termination of this Agreement, Tenant shall, at Landlord's sole cost and expense, use its good faith, commercially reasonable efforts to transfer to and cooperate with Landlord or Landlord's nominee in connection with the processing of all applications for licenses, operating permits and other governmental authorizations and all contracts entered into by Tenant, including contracts with governmental or quasi-governmental Entities which may be necessary for the use and operation of the Retirement Community Hotels as then operated, but excluding (i) all insurance contracts and multi-property contracts not limited in scope to the Collective Leased Properties, the Lease Agreements Leases for which are being terminated simultaneously, (iisimultaneously,(ii) all contracts and leases with AffiliatesAffiliated Persons, (iii) utility deposits and (iv) telephone numbers. Landlord shall indemnify and hold Tenant harmless for all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from acts or omissions by Landlord under such contracts subsequent to the date of transfer thereof to Landlord; and Tenant shall indemnify and hold Landlord harmless for all claims, costs and expenses (including reasonable attorney's fees and paralegals' fees) arising from acts or omission by Tenant under such contracts prior to the date of transfer thereof to Landlord.

Yield Up. Upon the expiration or sooner earlier termination of this AgreementAgreement or the Real Property Lease, Tenant shall vacate return and surrender the Leased Property to Landlord in substantially the same condition in which the Leased Property was in on the Commencement Date, except as repaired, replaced, rebuilt, restored, altered or added to as permitted or required by the provisions of this Agreement, reasonable wear and tear and Condemnation (and damage from casualty damageor Condemnation as provided in Article 10 and Article 11, respectively, of the Real Property Lease, as if the Leased Property were the “Leased Property” as defined in the event that this Agreement is terminated following a casualty in accordance with Article XReal Property Lease) excepted. In addition, as of the expiration or earlier termination of this AgreementAgreement or the Real Property Lease, Tenant shall, at Landlord's sole cost and expense, use its good faith, commercially reasonable efforts to transfer to and shall reasonably cooperate with Landlord or Landlord's ’s nominee in connection with Landlord’s efforts to transfer, or cause the transfer, to Landlord or Landlord’s nominee, and the processing of all applications for for, licenses, operating permits and other governmental authorizations and all contracts entered into by Tenant, including contracts with governmental or quasi-governmental Entities entities which may be necessary for the use and operation of the Retirement Community Leased Property as then operated, but excluding (ia) all insurance contracts and multi-property contracts not limited in scope to the Collective Leased Properties, the Lease Agreements for which are being terminated simultaneouslyProperty or this Agreement, (iib) all contracts and leases with AffiliatesAffiliated Persons of Tenant, (iiic) utility deposits deposits, and (ivd) telephone numbersthose that are subject to the provisions of Section 5.3 of the Real Property Lease, to the extent the same are duplicative to those provided for herein. Each party shall bear its own costs in connection with such efforts. Landlord shall indemnify indemnify, insure, pay, defend, save and hold harmless Tenant harmless for all loss, liability, claims, damage, costs and expenses (including reasonable attorneys' fees and paralegals' ’ fees) arising from acts or omissions by Landlord or Landlord’s nominee under such contracts subsequent to the date of transfer thereof to Landlord or Landlord’s nominee; and Tenant shall indemnify indemnify, insure, pay defend, save and hold harmless Landlord harmless for all loss, liability, claims, damage, costs and expenses (including reasonable attorney's fees and paralegals' attorneys’ fees) arising from acts or omission omissions by Tenant under such contracts prior to the date of transfer thereof to Landlord or Landlord’s nominee.

Yield Up. Upon the expiration or sooner termination of this Agreement, Tenant shall shall, subject to the completion of a transfer of ownership approved by the Massachusetts Department of Public Health, vacate and surrender the Leased Property to Landlord in substantially the same condition in which the Leased Property was in on the Commencement Date, except as repaired, replaced, rebuilt, restored, altered or added to as permitted or required by the provisions of this Agreement, reasonable ordinary wear and tear and Condemnation (and casualty damage, in the event that this Agreement is terminated following a casualty in accordance with Article X) excepted. In addition, as of upon the expiration or earlier termination of this Agreement, Tenant shall, at Landlord's sole ’s reasonable cost and expense, use its good faith, commercially reasonable best efforts to complete the transfer to of ownership of the hospital business and the related hospital operations and records necessary for such operations to, and cooperate with with, Landlord or Landlord's ’s nominee in connection with the processing of all applications for licenses, operating permits and other governmental authorizations and all contracts entered into by Tenantcontracts, including contracts with governmental or quasi-governmental Entities entities, which may be necessary for the use and operation of the Retirement Community hospitals at the Facilities. Until the transfer of ownership is approved by the Massachusetts Department of Public Health, it is understood that Tenant shall continue as then operatedowner and licensee of the hospital business and the related hospital operations conducted at the Facilities after the termination of this Agreement and for so long thereafter as is necessary for Landlord or Landlord’s nominee to obtain all necessary licenses, but excluding operating permits and other governmental authorizations. If a new tenant is not licensed upon the expiration or termination of this Agreement in connection with a Default or Event of Default by Tenant, then, during such post termination period, Tenant shall pay hold over rent in accordance with Section 13. Otherwise, during such period, Minimum Rent shall be payable in an amount equal to 75% of the Minimum Rent payable for the last month of the Term for the first six (i6) months after the expiration date and 50% of such Minimum Rent thereafter. It is expressly understood and agreed that any transfer pursuant to Section 5.3 or any other section of this Agreement is not a transfer of ownership of the hospital and is not a transfer of the right, title and interest related to licenses granted by the Massachusetts Department of Public Health to operate the Facilities or any other permit, license or certification used in the operation of the Facilities that is otherwise by its terms non-transferable. Any change in ownership and licensee shall be subject, in all insurance contracts and multi-property contracts not limited in scope events, to the Collective Leased Propertiesapproval of each and every applicable Government Agency, including, without limitation, the Massachusetts Department of Public Health, and Applicable Law, Tenant being obligated to cooperate in and facilitate such approval process. 3. As amended hereby, the Lease Agreements for which are being terminated simultaneously, (ii) all contracts is hereby ratified and leases with Affiliates, (iii) utility deposits and (iv) telephone numbers. Landlord shall indemnify and hold Tenant harmless for all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from acts or omissions by Landlord under such contracts subsequent to the date of transfer thereof to Landlord; and Tenant shall indemnify and hold Landlord harmless for all claims, costs and expenses (including reasonable attorney's fees and paralegals' fees) arising from acts or omission by Tenant under such contracts prior to the date of transfer thereof to Landlordconfirmed.

Yield Up. Upon the expiration or sooner earlier termination of this Agreement, Tenant shall vacate and surrender the Leased Property to Landlord in substantially the same condition in which the Leased Property was in on the Commencement Date, except as repaired, replaced, rebuilt, restored, altered or added to as permitted or required by the provisions of this Agreement, reasonable wear and tear and Condemnation (and casualty damage, in the event that this Agreement is terminated following a casualty in accordance with Article X10) excepted. In addition, as of the expiration or earlier termination of this Agreement, Tenant shall, at Landlord's sole cost and expense, use its good faith, commercially reasonable efforts to transfer to and shall reasonably cooperate with Landlord or Landlord's ’s nominee in connection with Landlord’s efforts to transfer, or cause the transfer, to Landlord or Landlord’s nominee, and the processing of all applications for for, licenses, operating permits and other governmental authorizations and all contracts entered into by Tenant, including contracts with governmental or quasi-governmental Entities entities which may be necessary for the use and operation of the Retirement Community Leased Property as then operated, but excluding (ia) all insurance contracts and multi-property contracts not limited in scope to the Collective Leased Properties, the Lease Agreements for which are being terminated simultaneouslyProperty or this Agreement, (iib) all contracts and leases with AffiliatesAffiliated Persons of Tenant, and (iiic) utility deposits and (iv) telephone numbersdeposits. Each party shall bear its own costs in connection with such efforts. Landlord shall indemnify indemnify, insure, pay, defend, save and hold harmless Tenant harmless for all loss, liability, claims, damage, costs and expenses (including reasonable attorneys' fees and paralegals' ’ fees) arising from acts or omissions by Landlord or Landlord’s nominee under such contracts subsequent to the date of transfer thereof to Landlord or Landlord’s nominee; and Tenant shall indemnify indemnify, insure, pay defend, save and hold harmless Landlord harmless for all loss, liability, claims, damage, costs and expenses (including reasonable attorney's fees and paralegals' attorneys’ fees) arising from acts or omission omissions by Tenant under such contracts prior to the date of transfer thereof to Landlord or Landlord’s nominee.

Yield Up. Upon the expiration or sooner termination of this Lease (unless such termination occurs at the closing after Tenant’s exercise of its buyback option pursuant to the Buyback Option Agreement), Tenant shall at Tenant’s sole cost and expense: A. prior to vacating the Premises make or cause to be made such maintenance, repairs, and alterations as may be necessary to put the Leased Property in the condition required by this Section 5.5; and B. vacate and surrender the Premises and deliver the Leased Property to Landlord in substantially the same condition in which the Premises and Leased Property was were in on the Commencement Date, except as repaired, replaced, rebuilt, restored, replaced, altered or added to as permitted or required by the provisions of this AgreementLease, reasonable wear and tear and Condemnation (and casualty damage, in the event that this Agreement Lease is terminated following a casualty in accordance with Article X10) excepted. In addition, as of the expiration or earlier termination of this Agreement, Tenant shall, at Landlord's sole cost and expense, ; and C. use its Tenant’s good faith, commercially reasonable efforts to transfer to Landlord, and cooperate with Landlord or Landlord's ’s nominee in connection with the processing of all applications for licensestransfer to Landlord of, operating permits all Licenses and Permits and other governmental authorizations and all contracts Contracts entered into by Tenant, including contracts Contracts with governmental or quasi-governmental Entities Governmental Agencies which may be necessary for the use and operation of the Retirement Community Premises and Improvements as then operated, but excluding (i) all insurance contracts and multi-property contracts not limited in scope to the Collective Leased Properties, the Lease Agreements for which are being terminated simultaneously, (ii) all contracts and leases with Affiliates, (iii) utility deposits and (iv) telephone numbersdeposits. Landlord shall indemnify and hold Tenant harmless for all claims, costs and expenses (including reasonable attorneys' fees and paralegals' legal fees) arising from acts or omissions by Landlord under such contracts Contracts subsequent to the date of transfer thereof to Landlord; and Tenant shall indemnify and hold Landlord harmless for all claims, costs and expenses (including reasonable attorney's fees and paralegals' legal fees) arising from acts or omission by Tenant under such contracts Contracts and/or the Licenses and Permits prior to the date of transfer thereof to Landlord; and (ii) Tenant shall re-assign to Landlord or Landlord’s nominee all of its right, title and interest under all then existing subleases. In addition, any non-exclusive license pursuant to which Landlord allows Tenant’s use of the Trademarks shall automatically terminate. D. turn over and deliver to Tenant all of the personal property required to be turned over to Tenant pursuant to the Turnover Agreement.

Yield Up. Upon the expiration or sooner termination of this Agreement, Tenant shall vacate and surrender the Leased Property to Landlord in substantially the same condition in which the Leased Property was in on the Commencement Date, except as repaired, replaced, rebuilt, restored, altered or added to as permitted or required by the provisions of this Agreement, reasonable wear and tear and Condemnation excepted (and excluding casualty damagedamage and Condemnation, in the event that this Agreement is terminated following a casualty or Condemnation in accordance with Article X) 10 or Article 11 excepted). In addition, as of upon the expiration or earlier termination of this Agreement, Tenant shall, at Landlord's sole cost and expense, use its reasonable good faith, commercially reasonable faith efforts to transfer (or cause to be transferred) to and cooperate with Landlord or Landlord's nominee in connection with the processing of all applications for licenses, operating permits and other governmental authorizations and all contracts entered into by Tenantcontracts, including contracts with governmental or quasi-governmental Entities which may be necessary for the use and operation of the Retirement Community Facility as then operated, but excluding operated (i) all insurance other than contracts and multi-property contracts not limited in scope related exclusively to the Collective Leased PropertiesExcluded Assets). If requested by Landlord, Tenant shall continue to manage one or more of the Lease Agreements Facilities after the expiration of the Term for up to one hundred eighty (180) days, on such reasonable terms as Landlord and Tenant shall reasonably agree upon (which are being terminated simultaneously, (ii) all contracts and leases with Affiliates, (iii) utility deposits and (iv) telephone numbers. Landlord terms shall indemnify and hold include an agreement to reimburse Tenant harmless for all claims, its reasonable out-of-pocket costs and expenses (including and reasonable attorneys' fees and paralegals' fees) arising from acts or omissions by Landlord under such contracts subsequent to the date of transfer thereof to Landlord; and Tenant shall indemnify and hold Landlord harmless for all claims, administrative costs and expenses (including an agreement to pay Tenant a reasonable attorney's fees and paralegals' fees) arising from acts or omission by Tenant under management fee at the then-prevailing market rates in the industry for such contracts prior to the date of transfer thereof to Landlorda Facility).

Yield Up. Upon the expiration or sooner termination of this Agreement, Tenant shall vacate and surrender the Leased Property to Landlord in substantially the same condition in which the Leased Property was in on the Commencement Date, except as repaired, replaced, rebuilt, restored, altered or added to as permitted or required by the provisions of this Agreement, reasonable wear and tear and Condemnation (and casualty damage, in the event that this Agreement is terminated following a casualty in accordance with Article X10) excepted. In addition, as of the expiration or earlier termination of this Agreement, Tenant shall, at Landlord's sole cost and expense, use its good faith, commercially reasonable efforts to transfer to and cooperate with Landlord or Landlord's nominee in connection with the processing of all applications for licenses, operating permits and other governmental authorizations and all contracts entered into by Tenant, including contracts with governmental or quasi-governmental Entities which may be necessary for the use and operation of the Retirement Community Hotel as then operated, but excluding (i) all insurance contracts and multi-property contracts not limited in scope to the Collective Leased Properties, the Lease Agreements for which are being terminated simultaneously, (ii) all contracts and leases with Affiliates, (iiia) utility deposits and (ivb) telephone numbers. Landlord shall indemnify and hold Tenant harmless for all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from acts or omissions by Landlord under such contracts subsequent to the date of transfer thereof to Landlord; and Tenant shall indemnify and hold Landlord harmless for all claims, costs and expenses (including reasonable attorney's fees and paralegals' fees) arising from acts or omission by Tenant under such contracts prior to the date of transfer thereof to Landlord.

Yield Up. Upon the expiration or sooner termination of this Agreement, Tenant shall vacate and surrender the Leased Property to Landlord in substantially the same condition in which the Leased Property was in on the Commencement Date, except as repaired, replaced, rebuilt, restored, altered or added to as permitted or required by the provisions of this Agreement, reasonable wear and tear and Condemnation (and casualty damage, in the event that this Agreement is terminated following a casualty in accordance with Article X10) excepted. In addition, as of the expiration or earlier termination of this Agreement, Tenant shall, at Landlord's sole cost and expense, use its good faith, commercially reasonable efforts to transfer to and cooperate with Landlord or Landlord's nominee in connection with the processing of all applications for licenses, operating permits and other governmental authorizations and all contracts entered into by Tenant, including contracts with governmental or quasi-governmental Entities which may be necessary for the use and operation of the Retirement Community Hotel as then operated, but excluding (i) all insurance contracts and multi-property contracts not limited in scope to the Collective Leased Properties, the Lease Agreements for which are being terminated simultaneouslyProperty, (ii) all contracts and leases with AffiliatesAffiliated Persons, (iii) utility deposits and (iv) telephone numbers. Landlord shall indemnify and hold Tenant harmless for all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from acts or omissions by Landlord under such contracts subsequent to the date of transfer thereof to Landlord; and Tenant shall indemnify and hold Landlord harmless for all claims, costs and expenses (including reasonable attorney's fees and paralegals' fees) arising from acts or omission by Tenant under such contracts prior to the date of transfer thereof to Landlord.

Yield Up. Upon the expiration or sooner earlier termination of this Agreement, Tenant Lessee shall vacate return and surrender the Leased Property to Landlord Lessor in substantially the same condition in which the Leased Property was in on the Commencement Date, except as repaired, replaced, rebuilt, restored, altered or added to as permitted or required by the provisions of this Agreement, reasonable wear and tear and Condemnation (and casualty damage, in the event that this Agreement is terminated following a casualty in accordance with Article X) excepted. In addition, as of the expiration or earlier termination of this Agreement, Tenant Lessee shall, at Landlord's Lessor’s sole cost and expense, use its good faith, commercially reasonable efforts to transfer to and cooperate with Landlord Lessor or Landlord's Lessor’s nominee in connection with the processing of all applications for licenses, operating permits and other governmental authorizations and all contracts entered into by TenantLessee, including contracts with governmental or quasi-governmental Entities which may be necessary for the use and operation of the Retirement Community Leased Property as then operated, but excluding (ia) all insurance contracts and multi-property contracts not limited in scope to the Collective Leased PropertiesProperty, the Lease Agreements for which are being terminated simultaneouslyor this Agreement, (iib) all contracts and leases with AffiliatesAffiliated Persons of Lessee, and (iiic) utility deposits and (iv) telephone numbersdeposits. Landlord Lessor shall indemnify indemnify, insure, pay, defend, save and hold Tenant harmless Lessee for all claimslosses, liabilities, Claims, damages, costs and expenses (including reasonable attorneys' fees and paralegals' ’ fees) arising from acts or omissions by Landlord Lessor under such contracts on and subsequent to the date of transfer thereof to LandlordLessor; and Tenant Lessee shall indemnify indemnify, insure, pay defend, save and hold Landlord harmless Lessor for all claimslosses, liabilities, Claims, damages, costs and expenses (including reasonable attorney's fees and paralegals' attorneys’ fees) arising from acts or omission omissions by Tenant Lessee under such contracts prior to the date of transfer thereof to LandlordLessor.

Yield Up. Upon the expiration or sooner termination of this Agreement, Tenant shall vacate and surrender the Leased Property to Landlord in substantially the same condition in which the Leased Property was in on the Commencement Date, except as repaired, replaced, rebuilt, restored, altered or added to as permitted or required by the provisions of this Agreement, reasonable wear and tear and Condemnation (and casualty damage, in the event that this Agreement is terminated following a casualty in accordance with Article X10) excepted. In addition, as of the expiration or earlier termination of this Agreement, Tenant shall, at Landlord's ’s sole cost and expense, use its good faith, commercially reasonable efforts to transfer to and cooperate with Landlord or Landlord's ’s nominee in connection with the processing of all applications for licenses, operating permits and other governmental authorizations and all contracts entered into by Tenant, including contracts with governmental or quasi-governmental Entities which may be necessary for the use and operation of the Retirement Community Facility as then operated, but excluding (i) all insurance contracts and multi-property contracts not limited in scope to the Collective Leased Properties, the Lease Agreements for which are being terminated simultaneously, (ii) all contracts and leases with Affiliates, (iiia) utility deposits and (ivb) telephone numbers. Landlord shall indemnify and hold Tenant harmless for all claims, costs and expenses (including reasonable attorneys' fees and paralegals' ’ fees) arising from acts or omissions by Landlord under such contracts subsequent to the date of transfer thereof to Landlord; and Tenant shall indemnify and hold Landlord harmless for all claims, costs and expenses (including reasonable attorney's fees and paralegals' ’s fees) arising from acts or omission by Tenant under such contracts prior to the date of transfer thereof to Landlord.

Yield Up. (a) Upon the expiration or sooner termination of this AgreementLease, Tenant shall vacate and surrender the Leased Property to Landlord in substantially the same condition in which the Leased Property was in on the Commencement Date, except as repaired, replaced, rebuilt, restored, altered or added to as permitted or required by the provisions of this AgreementLease, reasonable wear and tear and Condemnation (and casualty damage, in the event that this Agreement Lease is terminated following a casualty in accordance with Article X11) excepted. . (b) In addition, as of the expiration or earlier termination of this AgreementLease, Tenant shall, at Landlord's Tenant’s sole cost and expense, : (i) use its good faith, commercially reasonable efforts to transfer to and cooperate with Landlord or Landlord's ’s nominee in connection with the processing of all applications for licenses, operating permits Licenses and Permits and other governmental authorizations and all contracts Contracts entered into by Tenant, including contracts Contracts with governmental or quasi-governmental Entities which may be necessary for the use and operation of the Retirement Community Leased Property as then operated, but excluding (i) all insurance contracts and multi-property contracts not limited in scope to the Collective Leased Properties, the Lease Agreements for which are being terminated simultaneously, (ii) all contracts and leases with Affiliates, (iiia) utility deposits and (ivb) telephone numbers. Landlord shall indemnify and hold Tenant harmless for all claims, costs and expenses (including reasonable attorneys' fees and paralegals' ’ fees) arising from acts or omissions by Landlord under such contracts Contracts subsequent to the date of transfer thereof to Landlord; and Tenant shall indemnify and hold Landlord harmless for all claims, costs and expenses (including reasonable attorney's fees and paralegals' ’s fees) arising from acts or omission by Tenant under such contracts Contracts and/or the Licenses and Permits prior to the date of transfer thereof to Landlord.; and (ii) Tenant shall re-assign to Landlord or Landlord’s nominee all of its right, title and interest under all then existing Space Leases. In addition, the non-exclusive licence in connection with the Trademarks shall automatically terminate.

Yield Up. Upon the expiration or sooner termination of this Agreement, Tenant shall shall, subject to the completion of a transfer of ownership approved by the Massachusetts Department of Public Health, vacate and surrender the Leased Property to Landlord in substantially the same condition in which the Leased Property was in on the Commencement Date, except as repaired, replaced, rebuilt, restored, altered or added to as permitted or required by the provisions of this Agreement, reasonable ordinary wear and tear and Condemnation (and casualty damage, in the event that this Agreement is terminated following a casualty in accordance with Article X) excepted. In addition, as of upon the expiration or earlier termination of this Agreement, Tenant shall, at Landlord's sole ’s reasonable cost and expense, use its good faith, commercially reasonable best efforts to complete the transfer to of ownership of the hospital business and the related hospital operations and records necessary for such operation to, and cooperate with with, Landlord or Landlord's ’s nominee in connection with the processing of all applications for licenses, operating permits and other governmental authorizations and all contracts entered into by Tenantcontracts, including contracts with governmental or quasi-governmental Entities entities, which may be necessary for the use and operation of the Retirement Community hospitals at the Facilities. Until the transfer of ownership is approved by the Massachusetts Department of Public Health, it is understood that Tenant shall continue as then operatedowner and licensee of the hospital business and the related hospital operations conducted at the Facilities after the termination of this Agreement and for so long thereafter as is necessary for Landlord or Landlord’s nominee to obtain all necessary licenses, but excluding operating permits and other governmental authorizations. If a new tenant is not licensed upon the expiration or termination of this Agreement in connection with a Default or Event of Default by Tenant, then, during such post termination period, Tenant shall pay hold over rent in accordance with Section 13. Otherwise, during such period, Minimum Rent shall be payable in an amount equal to 75% of the Minimum Rent payable for the last month of the Term for the first six (i6) all insurance contracts months after the expiration date and multi-property contracts 50% of such Minimum Rent thereafter. It is expressly understood and agreed that any transfer pursuant to Section 5.3 or any other Section of this Agreement is not limited in scope a transfer of ownership of the hospital and is not a transfer of the right, title and interest related to the Collective Leased Propertieslicenses granted by the Massachusetts Department of Public Health to operate the Facilities or any other permit, license or certification used in the operation of the Facilities that is otherwise by its terms non-transferable. Any change in ownership and licensee shall be subject, in all events, to the approval of each and every applicable Government Agency, including, without limitation, the Lease Agreements for which are Massachusetts Department of Public Health, and Applicable Law, Tenant being terminated simultaneously, (ii) all contracts obligated to cooperate in and leases with Affiliates, (iii) utility deposits and (iv) telephone numbers. Landlord shall indemnify and hold Tenant harmless for all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from acts or omissions by Landlord under facilitate such contracts subsequent to the date of transfer thereof to Landlord; and Tenant shall indemnify and hold Landlord harmless for all claims, costs and expenses (including reasonable attorney's fees and paralegals' fees) arising from acts or omission by Tenant under such contracts prior to the date of transfer thereof to Landlordapproval process.

Yield Up. (a) Upon the expiration or sooner termination of this AgreementLease, Tenant shall vacate and surrender the Leased Property to Landlord in substantially the same condition in which the Leased Property was in on the Commencement Date, except as repaired, replaced, rebuilt, restored, altered altered, or added to as permitted or required by the provisions of this AgreementLease, reasonable wear and tear and Condemnation (and casualty damage, in the event that this Agreement Lease is terminated following a casualty in accordance with Article X10) excepted. . (a) In addition, as of the expiration or earlier termination of this AgreementLease, Tenant shall cooperate in good faith with Landlord to effect an orderly transition of the management or lease of the Leased Property and Tenant shall, at Landlord's ’s sole cost and expense, use its good faith, commercially reasonable efforts to transfer to and cooperate with Landlord or Landlord's ’s nominee in connection with the processing of all applications for licenses, operating permits permits, and other governmental authorizations and all contracts entered into by Tenant, including including, without limitation, contracts with governmental or quasi-governmental Entities which may be necessary for the use and operation of the Retirement Community Hotels as then operated, but excluding (i) all insurance contracts and multi-property contracts not limited in scope to the Collective Leased Properties, the Lease Agreements for which are being terminated simultaneously, (ii) all contracts and leases with Affiliates, (iii) utility deposits and (ivii) telephone numbers. Landlord shall indemnify and hold Tenant harmless for all claims, costs costs, and expenses (including including, without limitation, reasonable attorneys' fees and paralegals' ’ fees) arising from acts or omissions by Landlord under such contracts subsequent to the date of transfer thereof to Landlord; , and Tenant shall indemnify and hold Landlord harmless for all claims, costs costs, and expenses (including including, without limitation, reasonable attorney's fees and paralegals' ’s fees) arising from acts or omission omissions by Tenant under such contracts prior to the date of transfer thereof to Landlord.

Yield Up. Upon the expiration or sooner termination of this Lease (unless such termination occurs at the closing after Boyne USA’s exercise of its Buyback Option pursuant to the Buyback Option Agreement), Tenant shall at Tenant’s sole cost and expense: A. prior to vacating the Premises make or cause to be made such maintenance, repairs, and alterations as may be necessary to put the Leased Property in the condition required by this Section 5.5; and B. vacate and surrender the Cypress Premises and deliver the Leased Property to Landlord in substantially the same condition in which the Cypress Premises and Leased Property was were in on the Commencement Date, except as repaired, replaced, rebuilt, restored, replaced, altered or added to as permitted or required by the provisions of this AgreementLease, reasonable wear and tear and Condemnation Expropriation (and casualty damage, in the event that this Agreement Lease is terminated following a casualty in accordance with Article X10) excepted. In addition, as of the expiration or earlier termination of this Agreement, Tenant shall, at Landlord's sole cost and expense, ; and C. use its Tenant’s good faith, commercially reasonable efforts to transfer to Landlord, and cooperate with Landlord or Landlord's ’s nominee in connection with the processing of all applications for licensestransfer to Landlord of, operating permits all Licenses and Permits and other governmental authorizations and all contracts Contracts entered into by Tenant, including contracts Contracts with governmental or quasi-governmental Entities Government Agencies which may be necessary for the use and operation of the Retirement Community Cypress Premises and Improvements as then operated, but excluding (i) all insurance contracts and multi-property contracts not limited in scope to the Collective Leased Properties, the Lease Agreements for which are being terminated simultaneously, (ii) all contracts and leases with Affiliates, (iii) utility deposits and (iv) telephone numbersdeposits. Landlord shall indemnify and hold Tenant harmless for all claims, costs and expenses (including reasonable attorneys' fees and paralegals' legal fees) arising from acts or omissions by Landlord under such contracts Contracts subsequent to the date of transfer thereof to Landlord; and Tenant shall indemnify and hold Landlord harmless for all claims, costs and expenses (including reasonable attorney's fees and paralegals' legal fees) arising from acts or omission by Tenant under such contracts Contracts and/or the Licenses and Permits prior to the date of transfer thereof to Landlord; and (ii) Tenant shall re-assign to Landlord or Landlord’s nominee all of its right, title and interest under all then existing subleases. In addition, any non-exclusive license pursuant to which Landlord allows Tenant’s use of the Trademarks shall automatically terminate. D. Turnover and deliver to CNL TRS all of the personal property required to be turned over to CNL TRS pursuant to the Turnover Agreement.