Common use of Consent and Agreement by Manager Clause in Contracts

Consent and Agreement by Manager. Manager hereby acknowledges and consents to this Assignment and the terms and provisions of Section 9.5 of the Loan Agreement. Manager agrees that it will act in conformity with the provisions of this Assignment, the provisions of Section 9.5 of the Loan Agreement and Lender’s rights hereunder or otherwise related to the Tower Management Agreement. In the event that the responsibility for the management of the Tower Property is transferred from Manager in accordance with the provisions hereof, Manager shall, and hereby agrees to, fully cooperate in transferring its responsibility to a new management company and effectuate such transfer no later than thirty (30) days from the date the Tower Management Agreement is terminated. Further, Manager hereby agrees (a) not to contest or impede the exercise by Lender of any right it has under or in connection with this Assignment and (b) that it shall, in the manner provided for in this Assignment, give at least thirty (30) days prior written notice to Lender of its intention to terminate the Tower Management Agreement or otherwise discontinue its management of the Tower Property, and (c) not to amend any of the provisions or terms of the Tower Management Agreement without the prior written consent of Lender, which shall not be unreasonably withheld or delayed. Subject to the terms of Section 5(a) hereof, Manager shall be entitled to collect from Tower Mortgage Borrower any Tower Management Fee or other fee, commission or other amount accrued but unpaid prior to the transfer of the responsibility for the management of the Tower Property to which Manager was entitled under this Assignment.

Consent and Agreement by Manager. Manager hereby acknowledges and consents to this Assignment and the terms and provisions of Section 9.5 of the Loan Agreement. Manager agrees that it will act in conformity with the provisions of this Assignment, the provisions of Section 9.5 of the Loan Agreement and Lender’s rights hereunder or otherwise related to the Tower Garage Management Agreement. In the event that the responsibility for the management of the Tower Garage Property is transferred from Manager in accordance with the provisions hereof, Manager shall, and hereby agrees to, fully cooperate in transferring its responsibility to a new management company and effectuate such transfer no later than thirty (30) days from the date the Tower Garage Management Agreement is terminated. Further, Manager hereby agrees (a) not to contest or impede the exercise by Lender of any right it has under or in connection with this Assignment and (b) that it shall, in the manner provided for in this Assignment, give at least thirty (30) days prior written notice to Lender of its intention to terminate the Tower Garage Management Agreement or otherwise discontinue its management of the Tower Garage Property, and (c) not to amend any of the provisions or terms of the Tower Garage Management Agreement without the prior written consent of Lender, which shall not be unreasonably withheld or delayed. Subject to the terms of Section 5(a) hereof, Manager shall be entitled to collect from Tower Mortgage Garage Borrower any Tower Garage Management Fee or other fee, commission or other amount accrued but unpaid prior to the transfer of the responsibility for the management of the Tower Garage Property to which Manager was entitled under this Assignment.