Common use of Manager's Agreements Clause in Contracts

Manager's Agreements. (a) Manager agrees that during the term of the Management Agreement, without Landlord’s prior written consent, which consent shall not unreasonably be withheld, conditioned or delayed, Manager will not accept any payment more than one (1) month in advance under the Management Agreement. (b) Manager shall have the right to terminate the Management Agreement for default by Tenant by giving Landlord 45 days’ prior written notice of such termination (“Manager Termination Notice”). In the event Landlord (or Tenant) cures such default in that 45-day period, then any Manager Termination Notice related to the then-cured default shall be deemed null and void and shall be of no further force or effect. (c) Notwithstanding anything in the Management Agreement to the contrary, Manager hereby acknowledges the existence of the Lease and acknowledges that Tenant is the tenant of and not the fee owner of the Property. As such, Manager hereby agrees and acknowledges that the Management Agreement shall terminate upon the expiration of the Lease. (d) Manager agrees to reasonably cooperate with Tenant to the extent of any obligation of Tenant, pursuant to the terms of the Lease, to cooperate with Landlord, as well as any broker, agent, lenders, appraisers or other advisors involved in any prospective sale or financing with respect to the Property and also with Landlord and/or any third party who takes over management of the Property upon the termination or expiration of the Management Agreement including, without limitation, (i) providing access to the Property, (ii) arranging interviews with residents, and Manager’s key employees, and (iii) subject to applicable law, providing promptly upon request all information related to the Property in Manager’s possession or readily available to Manager including, financial records, property tax records, employee records, copies of leases, copies of service contracts, copies of warranties and guarantees, health care licenses (and all reports related thereto), complete resident files, loss history reports and maintenance and repair records.

Manager's Agreements. Manager covenants and agrees, represents and warrants with and to Corporation and for the benefit of the Trustee that: (a) Manager agrees has no right or option of any nature whatsoever, whether pursuant to this Agreement or otherwise, to purchase the Hotel or any portion or any interest therein, and to the extent that during Manager has had, or hereafter acquires, any such right or option, the term same is acknowledged to be subject and subordinate to the Indenture and the Bonds in all respects and is hereby waived and released as against the Trustee or any interest of the Management Agreement, without Landlord’s prior written consent, which consent shall not unreasonably be withheld, conditioned or delayed, Manager will not accept any payment more than one (1) month in advance under the Management AgreementTrustee. (b) Except as otherwise expressly permitted in Section 7.24 of the Indenture, Manager shall have not agree to modify, amend or terminate this Agreement without the right to terminate Trustee's prior written consent. Manager shall not receive or accept any fees, charges or reimbursements in excess of the amounts set forth in this Agreement and the Cash Management Agreement for default at any time. Any sums received by Tenant by giving Landlord 45 days’ prior written notice Manager in contravention of such termination (“Manager Termination Notice”). In this Section 6.2.3 or the event Landlord (or Tenant) cures such default in that 45-day period, then any Manager Termination Notice related to the then-cured default Indenture shall be deemed null held by Manager as trustee for Trustee and void and Manager shall be of no further force or effectpay the Trustee, forthwith, any such amounts. (c) Notwithstanding anything A notice in writing by Trustee to Manager advising it that all future performance under this Agreement be made to Trustee (or its agent), shall be construed as conclusive authority to Manager that such performance is to be made to Trustee (or its agent) and Manager shall be fully protected in making such performance to Trustee; and Corporation hereby irrevocably constitutes and appoints Trustee the attorney-in-fact and agent of Corporation for the purpose of endorsing the consent of Corporation on any such notice. The foregoing power is coupled with an interest and shall survive the liquidation, bankruptcy or insolvency of Corporation and is in addition to and not in lieu of any terms to such effect contained in the Management Indenture. Manager agrees that, upon Trustee's revocation of Corporation's license to exercise the rights granted by Trustee to Corporation under the Assignment Agreement and receipt of the aforesaid notice, Manager shall perform its obligations under this Agreement directly for the benefit of Trustee, as if Trustee were the "Corporation" thereunder, subject however to the limitations of liability contained in the Indenture and this Agreement. As compensation for such agreement, Manager shall be paid those sums provided for in this Agreement to the contrary, Manager hereby acknowledges the existence be paid for management of the Lease and acknowledges that Tenant is Hotel but only to the tenant extent accruing after such revocation by Trustee of and not the fee owner of the Property. As suchCorporation's license, Manager hereby agrees and acknowledges that the Management Agreement shall terminate upon the expiration of the Leasewithout regard to any claims against Corporation. (d) Manager agrees to reasonably cooperate with Tenant to No failure or delay on the extent part of Trustee in exercising any power or right shall operate as a waiver thereof or a waiver of any obligation other term, provision or condition, nor shall any single or partial exercise of Tenant, pursuant any such right or power preclude any other or further exercise thereof or the exercise of any other right or power in favor of Trustee. All rights and remedies of Trustee hereunder are cumulative and shall not be deemed exclusive of any other rights or remedies provided by law. The Trustee shall not be prejudiced in its right to enforce this Agreement by any act or failure to act on the terms part of the Lease, to cooperate with Landlord, as well as any broker, agent, lenders, appraisers Corporation or other advisors involved anyone in any prospective sale custody of Corporation's assets or financing with respect to the Property and also with Landlord and/or any third party who takes over management of the Property upon the termination or expiration of the Management Agreement including, without limitation, (i) providing access to the Property, (ii) arranging interviews with residents, and Manager’s key employees, and (iii) subject to applicable law, providing promptly upon request all information related to the Property in Manager’s possession or readily available to Manager including, financial records, property tax records, employee records, copies of leases, copies of service contracts, copies of warranties and guarantees, health care licenses (and all reports related thereto), complete resident files, loss history reports and maintenance and repair recordsproperty.

Manager's Agreements. Manager covenants and agrees, represents and warrants with and to Owner and for the benefit of Trustee that: (a) Manager agrees has no right or option of any nature whatsoever, whether pursuant to this Agreement or otherwise, to purchase the Hotel or any portion or any interest therein, and to the extent that during Manager has had, or hereafter acquires, any such right or option, the term same is acknowledged to be subject and subordinate to the Indenture and the Bonds in all respects and is hereby waived and released as against Trustee or any interest of the Management Agreement, without Landlord’s prior written consent, which consent shall not unreasonably be withheld, conditioned or delayed, Manager will not accept any payment more than one (1) month in advance under the Management AgreementTrustee. (b) Manager shall have the has no right or option of any nature whatsoever to terminate the Management Agreement for default by Tenant by giving Landlord 45 days’ prior written notice own or acquire, directly or indirectly, any of such termination (“Manager Termination Notice”). In the event Landlord (Developer or Tenant) cures such default in that 45-day periodits Affiliates or any interest therein and, then any Manager Termination Notice related to the then-cured default shall extent that Manager has had, or hereafter acquires, any such right or option, the same is acknowledged to be deemed null subject and void subordinate to the Indenture and shall be the Bonds in all respects and is hereby waived and released as against Trustee or any interest of no further force or effectTrustee. (c) Notwithstanding anything Manager shall not modify, amend or terminate this Agreement without Trustee’s prior written consent. Manager shall not receive or accept any fees, charges or reimbursements in excess of the amounts set forth in this Agreement and the Cash Management Agreement to at any time. Any sums received by Manager in contravention of this Section 6.2.3 or the contraryIndenture shall be held by Manager as trustee for Trustee and Manager shall pay Trustee, Manager hereby acknowledges the existence of the Lease and acknowledges that Tenant is the tenant of and not the fee owner of the Property. As suchforthwith, Manager hereby agrees and acknowledges that the Management Agreement shall terminate upon the expiration of the Leaseany such amounts. (d) A notice in writing by Trustee to Manager advising it that all future performance under this Agreement be made to Trustee (or its agent), shall be construed as conclusive authority to Manager that such performance is to be made to Trustee (or its agent), and Manager shall be fully protected in making such performance to Trustee; and Owner hereby irrevocably constitutes and appoints Trustee the attorney-in-fact and agent of Owner for the purpose of endorsing the consent of Owner on any such notice. The foregoing power is coupled with an interest and shall survive the liquidation, bankruptcy or insolvency of Owner and is in addition to and not in lieu of any terms to such effect contained in the Indenture. Manager agrees that, upon Trustee’s revocation of Owner’s license to reasonably cooperate with Tenant exercise the rights granted by Trustee to Owner under the Assignment Agreement and receipt of the aforesaid notice, Manager shall perform its obligations under this Agreement directly for the benefit of Trustee, as if Trustee were the “Owner” thereunder, subject however to the limitations of liability contained in the Indenture and this Agreement. As compensation for such agreement, Manager shall be paid those sums provided for in this Agreement to be paid for management of the Hotel but only to the extent accruing after such revocation by Trustee of Owner’s license, without regard to any claims against Owner. (e) No failure or delay on the part of Trustee in exercising any power or right shall operate as a waiver thereof or a waiver of any obligation other term, provision or condition, nor shall any single, or partial exercise of Tenant, pursuant any such right or power preclude any other or further exercise thereof or the exercise of any other right or power in favor of Trustee. All rights and remedies of Trustee hereunder are cumulative and shall not be deemed exclusive of any other rights or remedies provided by law. Trustee shall not be prejudiced in its right to enforce this Agreement by any act or failure to act on the terms part of the Lease, to cooperate with Landlord, as well as any broker, agent, lenders, appraisers Owner or other advisors involved anyone in any prospective sale custody of Owner’s assets or financing with respect to the Property and also with Landlord and/or any third party who takes over management of the Property upon the termination or expiration of the Management Agreement including, without limitation, (i) providing access to the Property, (ii) arranging interviews with residents, and Manager’s key employees, and (iii) subject to applicable law, providing promptly upon request all information related to the Property in Manager’s possession or readily available to Manager including, financial records, property tax records, employee records, copies of leases, copies of service contracts, copies of warranties and guarantees, health care licenses (and all reports related thereto), complete resident files, loss history reports and maintenance and repair recordsproperty.