Common use of Manager Management Clause in Contracts

Manager Management. (a) Pursuant to the Management Agreement, Manager has agreed to manage the Leased Property on the terms and conditions contained therein. Tenant shall (i) at all times comply with the terms and conditions contained in the Management Agreement, (ii) do all things necessary to preserve and keep unimpaired its material rights under the Management Agreement and (iii) notify Landlord in writing of any default, alleged default, or event which with notice or the passage of time would constitute a default under the Management Agreement, which default or event shall be and constitute a default hereunder. (b) Tenant hereby covenants and agrees to promptly enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by Manager under the Management Agreement and all of its rights and remedies under the Management Agreement against Manager. (c) Tenant hereby covenants and agrees not to do any of the following without the prior written consent of Landlord: (i) surrender, terminate or cancel the Management Agreement, (ii) reduce or consent to the reduction of the term of the Management Agreement, (iii) increase or consent to the increase of the amount of any charges under the Management Agreement, or (iv) otherwise modify, change, supplement, alter or amend in any material adverse respect any of the provisions of the Management Agreement or any of Tenant’s rights and remedies under the Management Agreement. (d) If Tenant receives any notice of or becomes aware of a violation or circumstances likely to result in a violation of the Management Agreement, Tenant shall promptly deliver to Landlord written notice of such violation or circumstances and, to the extent the same is the responsibility of Tenant under this Lease, take all remedial action necessary for compliance with the Management Agreement; provided that Tenant may contest any such violation if Landlord consents to such contest by Tenant, which consent shall not be unreasonably withheld. If Tenant contests such violation, Tenant shall hold Landlord harmless from any loss, cost, damage or expense, including reasonable attorneys’ fees, resulting from such contest, unless the contested violation resulted from an intentional act or omission in contravention of this Lease by Landlord, its agents or employees. (e) Tenant shall deliver to Landlord, within three (3) days after receipt of same by Tenant, copies of all written notices sent to Tenant by Manager relating to the Management Agreement. (f) Landlord and Tenant agree to cooperate fully with each other in the event it becomes necessary to obtain an extension or modification of the Management Agreement or a new management agreement for the Leased Property. (g) Tenant shall ensure that the Management Agreement (or any successor management agreement) obligates the Manager to provide information Landlord deems reasonably necessary to ensure that the Manager is an “eligible independent contractor” as such term is defined in Section 856(d)(9)(A) of the Code.