Management Agreement/Parking Management Agreement. The Management Agreement is in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder. As of the Closing Date, the operations of any parking facilities at the Property are not subject to any license or similar agreement, unless pursuant to a Parking Management Agreement approved by Lender.
Management Agreement/Parking Management Agreement. (a) Borrower shall (i) cause the Property to be managed pursuant to the Management Agreement; (ii) promptly perform and observe all of the covenants required to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iii) promptly notify Lender of any default under the Management Agreement of which it is aware; (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Borrower under the Management Agreement; and (v) promptly enforce the performance and observance of all of the covenants and agreements required to be performed and observed by Manager under the Management Agreement. In the event that the Management Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement in accordance with the terms and provisions of this Agreement), Borrower shall promptly enter into a Replacement Management Agreement with Manager or another Qualified Manager, as applicable.
Management Agreement/Parking Management Agreement. (a) Borrower shall: (a) promptly perform and/or observe in all material respects and shall use commercially reasonable efforts to cause Manager to perform and/or observe in all material respects all of the covenants and agreements required to be performed and observed by it under the Management Agreement and the Parking Management Agreement, and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (b) promptly notify Administrative Agent of any “event of default” under the Management Agreement or Parking Management Agreement of which it is aware; (c) promptly deliver, and shall use commercially reasonable efforts to cause Manager to deliver, to Administrative Agent, if Manager is not an Affiliate of Borrower, a copy of each financial statement, capital expenditures plan, property improvement plan and any other notice, report and estimate received by it under the Management Agreement or Parking Management Agreement (except to the extent the same is substantially equivalent to what Borrower otherwise delivers to Administrative Agent hereunder); and (d) enforce in a commercially reasonable manner the performance and observance of the material covenants and agreements required to be performed and/or observed by the Manager under the Management Agreement and Parking Management Agreement. Without the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall not terminate, surrender, permit or accept an assignment of, or materially modify, change, supplement, alter or amend the Management Agreement or the Parking Management Agreement or waive or release any of its material rights and remedies under the Management Agreement or Parking Management Agreement. Without the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld, Borrower shall not replace the Manager with any Person other than a Qualified Manager; provided, however, that Borrower shall have the unilateral right to replace the Manager as Borrower sees fit from time-to-time with an Affiliate of Guarantor or Vornado Realty L.P. provided that the replacement management agreement satisfies the requirements of clause (b) below.
