Manager's Agreements. Manager hereby consents to and agrees to each and every one of the following covenants and agreements for the benefit of Lender and as a condition to Lender's making the Loan:
Manager's Agreements. Notwithstanding any terms of the Management Agreements to the contrary, Manager hereby consents to and covenants and agrees with Landlord, Mortgage Lender and Mezzanine Lender as follows:
Manager's Agreements. Notwithstanding any terms of the Management Agreement to the contrary, Manager hereby consents to and covenants and agrees as follows:
Manager's Agreements. Manager shall provide City with a copy of all agreements or contracts between Manager and any party who will assist Manager in carrying out the terms of this Agreement.
Manager's Agreements. Manager covenants and agrees, represents and warrants with and to Corporation and for the benefit of the Trustee that:
(a) Manager 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 Manager has had, or hereafter acquires, any such right or option, the 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 Trustee.
(b) Except as otherwise expressly permitted in Section 7.24 of the Indenture, Manager shall not agree to modify, amend or terminate this Agreement without the 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 at any time. Any sums received by Manager in contravention of this Section 6.2.3 or the Indenture shall be held by Manager as trustee for Trustee and Manager shall pay the Trustee, forthwith, any such amounts.
(c) 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 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 be paid for management of the Hotel but only to the extent accruing after such revocati...
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. 2.01 The Manager will undertake all activities which will further and enhance the business and affairs of the Company as he is directed by the Board of Directors. For purposes of this Agreement, “Company” means the Company and all of its subsidiaries and affiliates. The Manager acknowledges that the Company initially has limited personnel and resources, and that the Manager will be requested to undertake activities which will be outside the general nature of work ordinarily performed by the Manager of a corporation. The Manager, at the expense of and on behalf of the Company, shall:
Manager's Agreements. (a) The Manager hereby acknowledges the existence of the Senior Indebtedness, the Subordinated Indebtedness and the liens securing such obligations. The Manager agrees that, upon notice from the Master Collateral Agent, upon the occurrence and during the continuance of an Event of Default under any of the Subordinated Notes or the Senior Note, the Manager shall not accept or receive, or take any action to collect or enforce, the payment of 41.67% of the management fee owed to it under the Management Agreement, and hereby agrees that any amount received in excess of 58.33% of such fee subsequent to such notice shall be held in trust for the Senior and Subordinated Noteholders. The foregoing subordination shall not constitute a release of the obligations of the Borrower to the Manager under the Management Agreement and shall not affect the Manager's rights and remedies under the Management Agreement against Borrower for non-payment of fees at such times as such Event of Default has not occurred or is not continuing or at any time the Senior Indebtedness and Subordinated Indebtedness is indefeasbly paid in full; provided, however, that, notwithstanding any provision to the contrary contained herein, the Manager shall not take any action which causes the filing of a petition in bankruptcy against Borrower unless and until the Senior Indebtedness and the Subordinated Indebtedness is indefeasibly paid in full.
(b) The Manager agrees that for so long as at least 58.33% of its management fees is being paid on a current basis, the Manager shall not terminate the Management Agreement without the prior written consent of the Master Collateral Agent. In the event the Management Agreement is terminated, the Manager shall promptly assign and transfer all accounts, permits, licenses, approvals and consent (to the extent assignable) with respect to the Facilities to the Person designated by the Master Collateral Agent in its sole discretion, and shall use its best efforts to cooperate with the Master Collateral Agent.
Manager's Agreements. AGH has advised Manager that Borrower intends -------------------- to obtain the Credit Facility from the Banks. The Credit Facility is evidenced by, among other things, those certain Promissory Notes dated as of the date of the Credit Agreement, executed by Borrower and payable to the order of Banks in the aggregate original principal sum equal to the amount of the Credit Facility (the "Notes"). Manager hereby consents to and agrees to be bound by all the terms of those certain Assignments of Management Agreements by AGH for the benefit of Borrower and its affiliates (the "Assignments"), the provisions of which are hereby incorporated fully by reference. Manager also understands and acknowledges that the rights conveyed pursuant to such Assignments have been or will be collaterally assigned by Borrower and its affiliates to Agents and the Banks as additional security for the Credit Facility. In connection therewith, Manager further agrees to each and every one of the following for the benefit of Agents and the Banks and as an inducement to Banks to extend credit to Borrower pursuant to the terms of the Credit Agreement:
(a) In the event of a default by AGH under any term, covenant or provision of any of the Management Agreements, Manager will give Administrative Agent thirty (30) days prior written notice of such default prior to Manager's exercise of any of its rights or remedies under any of the Management Agreements or at law, and Administrative Agent shall have the right, but not the obligation, during said thirty (30) day period to cure such default; provided, however, that if such default cannot be reasonably cured during such thirty (30) day period, Administrative Agent shall have such longer period as is reasonably necessary to cure such default as long as Administrative Agent commences such cure within such thirty (30) day period. Only in the event Administrative Agent fails to timely cure or cause to be cured any such default as provided in the foregoing sentence shall Manager have the right to terminate the Management Agreement(s) under which such default has occurred. Manager will deliver to Administrative Agent a copy of all notices of termination given by Manager to AGH under the Management Agreements simultaneously with the delivery of any such notices of termination to AGH.
(b) Without the written consent of the Administrative Agent, Manager will not terminate or amend any arrangement or agreement with respect to the liquor license for or ...
