Common use of Compliance with Management Agreement Clause in Contracts

Compliance with Management Agreement. Lessee shall comply in every respect with the provisions of the Management Agreement (other than requirements with respect to funding Capital Improvements which shall be the responsibility of Lessor) so as to avoid any default thereunder during the term of this Lease. Lessee shall not terminate, extend, modify or enter into any Management Agreement without in each instance first obtaining Lessor's prior written consent. Lessor and Lessee agree to cooperate fully with each other in the event it becomes necessary to obtain a Management Agreement extension or modification or a new manager for the Leased Property. If the Management Agreement expires prior to the expiration of the Lease Term, Lessee, with the prior approval of Lessor, shall endeavor to obtain a new or extended management agreement. In the event of a change in the manager for the Leased Property, Lessor and Lessee shall promptly negotiate, if applicable, in good faith appropriate and mutually acceptable modifications to the Rent terms for such Leased Property under this Lease. In the event that Lessor and Lessee are unable to agree, within sixty (60) days after such change in the manager, that modifications to the Rent terms are warranted by the change in manager or to agree on appropriate modifications to the Rent terms either Party may elect to submit the matter to arbitration pursuant to Article XXXVII hereof. During the pendency of the negotiations and/or arbitration, Lessee shall continue to pay Rent in accordance with the terms of the Lease, with possible retroactive adjustments based on the outcome of the negotiations and/or arbitration. If upon any expiration or earlier termination of the Lease (other than upon an Event of Default by Lessee), a Management Agreement remains in effect, or would but for such expiration or termination remain in effect, Lessor shall indemnify, defend and hold Lessee harmless with respect to the obligations and liabilities arising thereunder after the date of expiration or termination of this Lease.

Compliance with Management Agreement. Lessee Tenant and Manager have entered into that certain Management Agreement attached hereto as Exhibit “K”. Tenant shall comply in every respect with the all material terms and provisions of the Management Agreement (other than requirements or any replacement thereof) to be complied with by Tenant, subject to Tenant’s right to pursue all available remedies, at law and in equity, with respect to funding Capital Improvements which any alleged default by Tenant in the performance of its duties and obligations under the Management Agreement, or otherwise contest, in good faith and with due diligence, any such alleged default by Tenant. Unless required by Applicable Laws, Tenant shall be not enter into any modifications or amendments of the responsibility Management Agreement, nor, except as otherwise expressly set forth in this Agreement, terminate the same prior to the expiration thereof, without Landlord’s prior written consent; nor shall Tenant enter into any replacement of Lessor) so as the Management Agreement or elect not to avoid any default thereunder during extend the term of this Lease. Lessee shall not terminate, extend, modify or enter into any the Management Agreement without in each instance first obtaining Lessor's Landlord’s prior written consent. Lessor and Lessee agree to cooperate fully with each other In addition, in no event will the event it becomes necessary to obtain a term of any Management Agreement extension or modification or a new manager for extend beyond the Leased PropertyTerm hereof, as extended pursuant to Section 2.4. If the Management Agreement expires prior In addition to the expiration obligations contained herein, Tenant agrees to promptly deliver or cause the Manager to promptly deliver to Landlord (a) copies of the Lease Term, Lessee, with the prior approval of Lessor, shall endeavor to obtain a new or extended management agreement. In the event of a change in the manager for the Leased Property, Lessor and Lessee shall promptly negotiate, if applicable, in good faith appropriate and mutually acceptable modifications to the Rent terms for such Leased Property under this Lease. In the event that Lessor and Lessee are unable to agree, within sixty (60) days after such change in the manager, that modifications to the Rent terms are warranted all notices provided by the change in manager or Manager to agree on appropriate modifications to the Rent terms either Party may elect to submit the matter to arbitration pursuant to Article XXXVII hereof. During the pendency of the negotiations and/or arbitration, Lessee shall continue to pay Rent in accordance with Tenant under the terms of the LeaseManagement Agreement concerning notices of default, with possible retroactive adjustments based on notices of changes or modifications to the outcome Leased Property and the like; (b) evidence reasonably acceptable to Landlord that Tenant has paid to Manager all sums due from Tenant to Manager under the Management Agreement; and (c) copies of the negotiations and/or arbitrationproposed Annual Operating Budget, the Marketing Budget, the Capital Budget, the monthly financial report, the Annual Financial Report, and any other written reports delivered to Tenant by Manager. If upon any expiration or earlier termination of Except as expressly required by the Lease (other than upon an Event of Default by Lessee), a Management Agreement remains or expressly authorized by this Agreement, Tenant further agrees that Tenant shall not approve any Reserve Expenditure which has not been included in effect, or would but for such expiration or termination remain in effect, Lessor the Approved Reserve Estimate. The terms of Section 21.20 shall indemnify, defend and hold Lessee harmless with respect not be applicable to the obligations and liabilities arising thereunder after the date of expiration or termination of this LeaseSection 20.3.