Common use of Approved Project Clause in Contracts

Approved Project. If a New Project receives Stage 2 Approval, the LEP: will carry out further work to develop appropriate Project Agreements to implement the New Project on the terms of the Stage 2 Submission (as the same may be amended from time to time by agreement between the LEP and the Local Authority); shall be responsible for providing to the Local Authority, free of charge such technical information, assistance and advice as the Local Authority may reasonably require in connection with the design and construction of any Relevant Facilities and for obtaining all Consents which may be required for the performance of the SPA Operations. The Local Authority shall notify the LEP as soon as it becomes aware of any matter which may have a reasonably foreseeable material adverse effect on the viability of a New Project receiving Stage 2 Approval, including any: planning issues likely to cause a material delay in the anticipated programme for the New Project or material cost increases (whether on an aggregate basis or on a line by line basis); changes to funding which the Local Authority receives or to the way in which funding may be applied, either or both of which may affect whether a New Project is Affordable. The Local Authority shall provide reasonable assistance to the LEP in relation to the procurement by the LEP of all relevant Consents and the entering into of the relevant Project Agreement(s). Sub-paragraphs (a) and (b) shall not apply to the Local Authority to the extent it is exercising its functions as a Local Planning Authority or Highways Authority. If a New Project receives Stage 2 Approval, the parties shall use reasonable endeavours to complete the necessary Project Agreements as soon as practicable and in any event by not later than the longstop date agreed as part of the Stage 2 Approval. Failure to reach such longstop date: in circumstances where the LEP is in material breach of its obligations under this Agreement (including Schedule 12 (LEP Partnering Proposals)) shall entitle the Local Authority to deem the Stage 2 Approved Project as not having had Stage 2 Approval and the Stage 2 Submission for that New Project as having been properly rejected; in circumstances other than those in sub-paragraph (a) then the LEP shall be entitled to reimbursement of the Incurred Project Management Fee from the Local Authority (the Calculation Date for such purposes shall be the date of the claim made by the LEP of its Incurred Project Management Fee pursuant to this paragraph 4.12).

Approved Project. If Lender approves such Eligible Project as set forth in Section 2.2(ii) above (herein, an “Approved Project”), Lender shall issue a New Mortgage Loan Application for such Approved Project receives Stage 2 Approvalwithin five (5) Business Days after delivery of the Lender Notice. Company may, in its sole discretion, either submit or elect not to submit to Lender any such Mortgage Loan Application within the time periods set forth therein. If Company accepts any such Mortgage Loan Application then, subject to the terms and provisions of this Agreement and the Mortgage Loan Application (which shall include provisions allowing Lender to either accept or reject the Mortgage Loan Application), Lender, Company and the applicable Project Borrower shall proceed to finalize and enter into the Project Loan Documents for such Approved Project consistent with the terms and subject to the conditions set forth in this Agreement and the Project Loan Documents; provided, however, that if prior to the date the Project Loan Documents are entered into, Lender’s due diligence uncovers facts or circumstances which are inconsistent with the information in the Project Review Request or otherwise adversely affects the Eligible Project, Lender, by providing written notice to Company, can revoke its previous approval of such Eligible Project, in which event such Eligible Project shall no longer be an Approved Project. Each Mortgage Loan Application issued pursuant to the first sentence of this Section 2.3 shall be on Lender’s then-current form and shall include, subject to the agreement of Company and Lender otherwise, the LEPfollowing provisions: (1) a Loan term of between 5 and 10 years, (2) interest only payments (no principal amortization) throughout the term of such Loan, (3) such Loan will carry out further work be closed to develop appropriate prepayment for the first two (2) years of the term of such Loan (the “Prepayment Lockout Period”) and then will be prepayable in whole or in part upon payment of the Prepayment Fee, (4) a requirement that the applicable Project Agreements Borrower deliver to implement Lender a good faith deposit (the New “Deposit”) equal 1% of the Loan Amount for a Loan with a term of five (5) years, 1.5% of the Loan Amount for a Loan with a term of seven (7) years, and 2% of the Loan Amount for a Loan with a term of ten (10) years, (5) a requirement that the applicable Project Borrower deliver to Lender a processing fee equal to $25,000, which processing fee shall be non-refundable in all circumstances, (6) the ability of the applicable Project Borrower to enter into leases without the prior approval of Lender so long as (i) such lease is for the lesser of 40,000 square feet or 15% of the total building square footage, (ii) such lease otherwise contains then market terms and conditions, (iii) such lease on the terms Project Borrower’s standard lease form, which standard form has been approved by Lender, (iv) such lease does not include any obligation of the Stage 2 Submission landlord to perform or pay for tenant improvements other than any initial build-out of the tenant space, and (v) such lease does not contain any purchase options, and (7) such other terms and conditions as the same Lender may be amended from time to time by agreement between the LEP and the Local Authority); shall be responsible for providing require with respect to the Local Authority, free of charge such technical information, assistance and advice as subject Loan. Each Mortgage Loan Application will provide that in the Local Authority may reasonably require event that (i) a proposed Loan will constitute purchase money financing being obtained in connection with the design acquisition of an Eligible Project by Company or a Project Borrower, and construction (ii) if for any reason the intended acquisition fails to close, Lender will, upon Lender’s receipt of any Relevant Facilities and for obtaining all Consents which may be required for the performance a written certification from Company that none of the SPA Operations. The Local Authority shall notify the LEP as soon as it becomes aware Company, any Project Borrower or any Hines Affiliate controlled by Hines REIT will purchase or attempt to purchase such Eligible Project for a period of six (6) months after any matter which may have a reasonably foreseeable material adverse effect on the viability of a New Project receiving Stage 2 Approval, including any: planning issues likely to cause a material delay in the anticipated programme for the New Project or material cost increases (whether on an aggregate basis or on a line by line basis); changes to funding which the Local Authority receives or to the way in which funding may be applied, either or both of which may affect whether a New Project is Affordable. The Local Authority shall provide reasonable assistance to the LEP in relation to the procurement by the LEP of all relevant Consents and the entering into such failure of the relevant intended acquisition’s closing, promptly return to Company or Project Agreement(s). Sub-paragraphs (a) and (b) shall not apply to the Local Authority to the extent it is exercising its functions Borrower, as a Local Planning Authority or Highways Authority. If a New Project receives Stage 2 Approvalapplicable, the parties shall use reasonable endeavours Deposit less any out of pocket expenses incurred by Lender with respect to complete the necessary Project Agreements as soon as practicable and in any event by not later than the longstop date agreed as part of the Stage 2 Approvalsuch proposed Loan. Failure to reach such longstop date: in circumstances where the LEP is in material breach of its obligations under this Agreement (including Schedule 12 (LEP Partnering Proposals)) shall entitle the Local Authority to deem the Stage 2 Approved Project as not having had Stage 2 Approval and the Stage 2 Submission for that New Project as having been properly rejected; in circumstances other than those in sub-paragraph (a) then the LEP shall be entitled to reimbursement of the Incurred Project Management Fee from the Local Authority (the Calculation Date for such purposes shall be the date of the claim made by the LEP of its Incurred Project Management Fee pursuant to this paragraph 4.12).»