Common use of Restrictive Agreements; Common Facilities Clause in Contracts

Restrictive Agreements; Common Facilities. The Premises are benefited by certain parking easements under the Restrictive Agreements encumbering and benefiting all or any portion of the Center. Owner and Manager hereby agree as follows: (a) Owner agrees to timely pay the parking lot real estate taxes applicable to the Premises directly to the appropriate party under the REA and any other applicable Restrictive Agreement for each Agreement Year, which shall be computed and paid in accordance with the REA and other applicable Restrictive Agreement. The Parties agree that the proportional share of the Stadium Facility set forth under the REA is forty-two percent (42%) (the “Stadium Facility Proportional Share”). Manager agrees to reimburse Owner for the Stadium Facility Proportional Share as set forth under the REA within thirty (30) days of receiving notice from Owner of the amount. Owner agrees to pay the Common Facilities Expense applicable to the Premises directly to the appropriate party under the REA and any other applicable Restrictive Agreement for each Agreement Year, which shall be computed and paid in accordance with the REA and other applicable agreements, including the Development Agreement for Legends West Lawn. Manager agrees that Owner shall have the right to take such actions as Owner believes are necessary to reduce the real estate taxes, including, without limitation, appealing real estate taxation but subject to the terms and conditions of the REA. (b) Owner shall, during the Term of this Agreement, be designated as the Operator under the REA, and Owner shall comply with and promptly perform each and all of the terms and provisions of the REA and all other Restrictive Agreements insofar as they relate to the Stadium Facility and the Premises. Nothing in this Agreement shall limit Owner’s right to levy assessments for additional property tax reimbursements and maintenance charges against other Outlot owners, as provided for in the REA. (c) Owner reserves the right to delegate to Manager the authority on behalf of Owner to exercise any rights or remedies pursuant to the Restrictive Agreements the exercise of which Owner reasonably believes are necessary or prudent with respect to the Premises, including cleaning and routine maintenance of the Stadium parking lot. Manager hereby covenants and agrees to indemnify and hold harmless Owner from and against any and all claims, costs, demands, losses or liabilities (including reasonable attorneys' fees) which Owner may suffer or incur by reason of any failure by Manager to pay and perform all of the terms of, or any violation of or noncompliance with, any of the covenants and agreements contained in the Restrictive Agreements delegated to it by Owner or any of them, regardless of whether such provisions are binding upon the Premises or the holder of the Manager's interest in this Agreement. Subject to the exception set for in Section 6.4(a) of this Agreement, if at any time any claims, costs, demands, losses or liabilities are asserted against Owner by reason of any failure by Manager to perform all of the terms of, or any violation of or noncompliance with any of the covenants and agreements contained in the Restrictive Agreements (other than Owner’s obligations with respect to payment of Common Facilities Expense as provided above), regardless of whether such provisions are binding upon the holder of the Manager's interest in this Agreement or the Premises, Manager will, upon notice from Owner, defend any such claims, costs, demands, losses or liabilities, at Manager's sole cost and expense, by counsel reasonably acceptable to Owner. Owner will promptly provide to Manager a copy of any notice received by Owner in connection with any Restrictive Agreement.

Restrictive Agreements; Common Facilities. The Premises are benefited by certain parking easements under the Restrictive Agreements encumbering and benefiting all or any portion of the Center. Owner and Manager hereby agree as follows: (a) Owner Manager agrees to timely pay the Common Facilities Expense and parking lot real estate taxes applicable to the Premises directly to the appropriate party under the REA and any other applicable Restrictive Agreement for each Agreement Year, which shall be computed and paid in accordance with the REA and other applicable Restrictive Agreement. The Parties agree that the proportional share of the Stadium Facility set forth under the REA is forty-two percent (42%) (the “Stadium Facility Proportional Share”). Manager agrees to reimburse Owner for the Stadium Facility Proportional Share as set forth under the REA within thirty (30) days of receiving notice from Owner of the amount. Owner agrees to pay the Common Facilities Expense applicable to the Premises directly to the appropriate party under the REA and any other applicable Restrictive Agreement for each Agreement Year, which shall be computed and paid in accordance with the REA and other applicable agreements, including the Development Agreement for Legends West Lawn. that Manager agrees that Owner shall have the right to take such actions as Owner Manager believes are necessary to reduce the Common Facilities Expenses and real estate taxes, including, without limitation, appealing real estate taxation or assessments applicable to the Common Facilities, but subject to the terms and conditions of the REA. (b) Owner Manager shall, during the Term of this Agreement, be designated by Owner as the Operator Manager under the REA, and Owner Manager shall comply with and promptly perform each and all of the terms and provisions of the REA and all other Restrictive Agreements insofar as they relate to the Stadium Facility and the Premises. Nothing in this Agreement shall limit Owner’s right to levy assessments for additional property tax reimbursements and maintenance charges against other Outlot owners, as provided for in the REA. (c) Owner reserves the right to delegate to Manager delegates the authority on behalf of Owner to exercise any rights or remedies pursuant to the Restrictive Agreements the exercise of which Owner Manager reasonably believes are necessary or prudent with respect to the Premises, including cleaning and routine maintenance of the Stadium parking lot. Manager hereby covenants and agrees to indemnify and hold harmless Owner from and against any and all claims, costs, demands, losses or liabilities (including reasonable attorneys' fees) which Owner may suffer or incur by reason of any failure by Manager to pay and perform all of the terms of, or any violation of or noncompliance with, any of the covenants and agreements contained in the Restrictive Agreements delegated to it by Owner Agreements, or any of them, regardless of whether such provisions are binding upon the Premises or the holder of the Manager's interest in this Agreement. Subject to the exception set for in Section 6.4(a) of this Agreement, if at any time any claims, costs, demands, losses or liabilities are asserted against Owner by reason of any failure by Manager to perform all of the terms of, or any violation of or noncompliance with any of the covenants and agreements contained in the Restrictive Agreements (other than Owner’s obligations with respect to payment of Common Facilities Expense as provided above)Agreements, regardless of whether such provisions are binding upon the holder of the Manager's interest in this Agreement or the Premises, Manager will, upon notice from Owner, defend any such claims, costs, demands, losses or liabilities, at Manager's sole cost and expense, by counsel reasonably acceptable to Owner. Owner will promptly provide to Manager a copy of any notice received by Owner in connection with any Restrictive Agreement.

Restrictive Agreements; Common Facilities. The Premises are benefited by certain parking easements under the Restrictive Agreements encumbering and benefiting all or any portion of the Center. Owner and Manager hereby agree as follows: (a) Owner agrees to timely pay the parking lot real estate taxes Common Facilities Expense applicable to the Premises beginning on January 1, 2017, directly to the appropriate party under the REA and any other applicable Restrictive Agreement for each Agreement Year, which shall be computed and paid in accordance with the REA and other applicable Restrictive Agreement. The Parties agree that the proportional share of the Stadium Facility set forth under the REA is forty-two percent (42%) (the “Stadium Facility Proportional Share”). Manager agrees to reimburse Owner for the Stadium Facility Proportional Share as set forth under the REA within thirty (30) days of receiving notice from Owner of the amount. Owner agrees to shall pay the all Common Facilities Expense Expenses owed and applicable to the Premises prior to January 1, 2017 directly to the appropriate party under the REA and any other applicable Restrictive Agreement for each Agreement Year, which shall be computed and paid in accordance with the REA and other applicable agreements, including the Development Agreement for Legends West LawnRestrictive Agreement. Manager shall reimburse Owner for all previous payments made by Owner under the Restrictive Agreements as provided for in Section 22.8 of this Agreement. Owner agrees that Owner shall have the right to take such actions as Owner believes are necessary to reduce the real estate taxesCommon Facilities Expenses, including, without limitation, appealing real estate taxation or assessments applicable to the Common Facilities, but subject to the terms and conditions of the REA. (b) Owner Manager shall, during the Term of this Agreement, be designated by Owner as the Operator Manager under the REA, and Owner Manager shall comply with and promptly perform each and all of the terms and provisions of the REA and all other Restrictive Agreements insofar as they relate to the Stadium Facility and the Premises. Nothing in this Agreement shall limit Owner’s right to levy assessments for additional property tax reimbursements and maintenance charges against other Outlot owners, as provided for in the REA. (c) Owner reserves the right to delegate to Manager delegates the authority on behalf of Owner to exercise any rights or remedies pursuant to the Restrictive Agreements the exercise of which Owner Manager reasonably believes are necessary or prudent with respect to the Premises, including cleaning and routine maintenance of the Stadium parking lot. Manager hereby covenants and agrees to indemnify and hold harmless Owner from and against any and all claims, costs, demands, losses or liabilities (including reasonable attorneys' fees) which Owner may suffer or incur by reason of any failure by Manager to pay and perform all of the terms of, or any violation of or noncompliance with, any of the covenants and agreements contained in the Restrictive Agreements delegated to it by Owner Agreements, or any of them, regardless of whether such provisions are binding upon the Premises or the holder of the Manager's interest in this Agreement. Subject to the exception set for in Section 6.4(a) of this Agreement, if f at any time any claims, costs, demands, losses or liabilities are asserted against Owner by reason of any failure by Manager to perform all of the terms of, or any violation of or noncompliance with any of the covenants and agreements contained in the Restrictive Agreements (other than Owner’s obligations with respect to payment of Common Facilities Expense as provided above)Agreements, regardless of whether such provisions are binding upon the holder of the Manager's interest in this Agreement or the Premises, Manager will, upon notice from Owner, defend any such claims, costs, demands, losses or liabilities, at Manager's sole cost and expense, by counsel reasonably acceptable to Owner. Owner will promptly provide to Manager a copy of any notice received by Owner in connection with any Restrictive Agreement.

Restrictive Agreements; Common Facilities. The Premises are benefited by certain parking easements under the Restrictive Agreements encumbering and benefiting all or any portion of the Center. Owner and Manager hereby agree as follows: (a) Owner agrees to timely pay the parking lot real estate taxes applicable to the Premises directly to the appropriate party under the REA and any other applicable Restrictive Agreement for each Agreement Year, which shall be computed and paid in accordance with the REA and other applicable Restrictive Agreement. The Parties agree that the proportional share of the Stadium Facility set forth under the REA is forty-two percent (42%) (the “Stadium Facility Proportional Share”). Manager agrees to reimburse Owner for the Stadium Facility Proportional Share as set forth under the REA within thirty (30) days of receiving notice from Owner of the amount. Owner agrees to pay the Common Facilities Expense applicable to the Premises directly to the appropriate party under the REA and any other applicable Restrictive Agreement for each Agreement Year, which shall be computed and paid in accordance with the REA and other applicable agreements, including the Development Agreement for Legends West Lawn. Manager agrees that Owner shall have the right to take such actions as Owner believes are necessary to reduce the real estate taxes, including, without limitation, appealing real estate taxation but subject to the terms and conditions of the REA. (b) Owner shall, during the Term of this Agreement, be designated as the Operator under the REA, and Owner shall comply with and promptly perform each and all of the terms and provisions of the REA and all other Restrictive Agreements insofar as they relate to the Stadium Facility and the Premises. Nothing in this Agreement shall limit Owner’s right to levy assessments for additional property tax reimbursements and maintenance charges against other Outlot owners, as provided for in the REA. (c) Owner reserves the right to delegate to Manager the authority on behalf of Owner to exercise any rights or remedies pursuant to the Restrictive Agreements the exercise of which Owner reasonably believes are necessary or prudent with respect to the Premises, including cleaning and routine maintenance of the Stadium parking lot. Manager hereby covenants and agrees to indemnify and hold harmless Owner from and against any and all claims, costs, demands, losses or liabilities (including reasonable attorneys' fees) which Owner may suffer or incur by reason of any failure by Manager to pay and perform all of the terms of, or any violation of or noncompliance with, any of the covenants and agreements contained in the Restrictive Agreements delegated to it by Owner or any of them, regardless of whether such provisions are binding upon the Premises or the holder of the Manager's interest in this Agreement. Subject to the exception set for in Section 6.4(a) of this Agreement, if at any time any claims, costs, demands, losses or liabilities are asserted against Owner by reason of any failure by Manager to perform all of the terms of, or any violation of or noncompliance with any of the covenants and agreements contained in the Restrictive Agreements (other than Owner’s obligations with respect to payment of Common Facilities Expense as provided above), regardless of whether such provisions are binding upon the holder of the Manager's interest in this Agreement or the Premises, Manager will, upon notice from Owner, defend any such claims, costs, demands, losses or liabilities, at Manager's sole cost and expense, by counsel reasonably acceptable to Owner. Owner will promptly provide to Manager a copy of any notice received by Owner in connection with any Restrictive Agreement.