Common use of Project Management Agreement Clause in Contracts

Project Management Agreement. (i) Borrower shall cause Mortgage Borrower to cause Project Manager to manage work at the Improvements in accordance with the Project Management Agreement and this Agreement. Borrower shall cause Mortgage Borrower to (A) diligently perform and observe, in each case in all material respects, all of the terms, covenants and conditions of the Project Management Agreement on the part of Mortgage Borrower to be performed and observed, (B) promptly notify Administrative Agent of any notice to Borrower or Mortgage Borrower of any material default by Borrower or Mortgage in the performance or observance of any of the terms, covenants or conditions of the Project Management Agreement on the part of Mortgage Borrower to be performed and observed, (C) promptly following receipt of Administrative Agent’s written request, deliver to Administrative Agent a copy of each financial statement, business plan, capital expenditures plan, report and estimate received by it pursuant to the terms of the Project Management Agreement, (D) promptly enforce the performance and observance in all material respects of all of the covenants required to be performed and observed by Project Manager under the Project Management Agreement and (E) in the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of the Project Management Agreement with respect to the performance of Capital Expenditures Work and Tenant Improvement Work, the terms of this Agreement shall control and Borrower shall cause Mortgage Borrower to Project Manager to comply in all material respects with the terms and conditions of this Agreement. If Mortgage Borrower shall default in the performance or observance of any term, covenant or condition of the Project Management Agreement on the part of Mortgage Borrower to be performed or observed (beyond the expiration of any applicable grace, notice and cure periods), then, without limiting Administrative Agent’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder Mortgage Borrower’s Obligations or under the Project Management Agreement, as applicable, Administrative Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the terms, covenants and conditions of the Project Management Agreement on the part of Mortgage Borrower to be performed or observed. Borrower hereby agrees to pay to Administrative Agent promptly following demand, all such sums so paid and expended by Administrative Agent in connection therewith, together with interest thereon at the Default Rate from the day on which Borrower receives such demand until paid. All sums so paid and expended by Administrative Agent and the interest thereon shall be secured by the legal operation and effect of the Pledge Agreement. (ii) Borrower shall not permit Mortgage Borrower to replace Project Manager, surrender, terminate, cancel, modify, renew or extend the Project Management Agreement, or enter into any other agreement relating to the Project Management Agreement or operation of the Property with Project Manager or any other Person, or consent to the assignment by the Project Manager of its interest under the Project Management Agreement, or waive or release any of its rights and remedies under the Project Management Agreement, in each case without the express consent of Administrative Agent, which shall be granted or withheld in Administrative Agent’s sole and absolute discretion. (iii) Administrative Agent shall have the right to require Borrower to cause Mortgage Borrower to replace the Project Manager with a Person which is not an Affiliate of Borrower and approved by Administrative Agent (such approval, other than during the continuance of an Event of Default, not to be unreasonably withheld, conditioned or delayed) upon the occurrence of any one or more of the following events: (i) at any time following the occurrence and during the continuance of an Event of Default, or (ii) if Project Manager becomes a debtor in a bankruptcy proceeding.

Project Management Agreement. (i) Borrower shall cause Mortgage Borrower to cause Project Manager to manage work at the Improvements in accordance with the Project Management Agreement and this Agreement. Borrower shall cause Mortgage Borrower to (A) diligently perform and observe, in each case in all material respects, all of the terms, covenants and conditions of the Project Management Agreement on the part of Mortgage Borrower to be performed and observed, (B) promptly notify Administrative Agent of any notice to Borrower or Mortgage Borrower of any material default by Borrower or Mortgage in the performance or observance of any of the terms, covenants or conditions of the Project Management Agreement on the part of Mortgage Borrower to be performed and observed, (C) promptly following receipt of Administrative Agent’s written request, deliver to Administrative Agent a copy of each financial statement, business plan, capital expenditures plan, report and estimate received by it pursuant to the terms of the Project Management Agreement, (D) promptly enforce the performance and observance in all material respects of all of the covenants required to be performed and observed by Project Manager under the Project Management Agreement and (E) in the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of the Project Management Agreement with respect to the performance of Capital Expenditures Work and Tenant Improvement Work, the terms of this Agreement shall control and Borrower shall cause Mortgage Borrower to Project Manager to comply in all material respects with the terms and conditions of this Agreement. If Mortgage Borrower or Project Manager shall default in the performance or observance of any term, covenant or condition of the Project Management Agreement on the part of Mortgage Borrower to be performed or observed (beyond the expiration of any applicable grace, notice and cure periods), then, without limiting Administrative Agent’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder Mortgage Borrower’s Obligations or under the Project Management Agreement, as applicable, Administrative Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the terms, covenants and conditions of the Project Management Agreement on the part of Mortgage Borrower to be performed or observed. Borrower hereby agrees to pay to Administrative Agent promptly following demand, all such sums so paid and expended by Administrative Agent in connection therewith, together with interest thereon at the Default Rate from the day on which Borrower receives such demand until paid. All sums so paid and expended by Administrative Agent and the interest thereon shall be secured by the legal operation and effect of the Pledge AgreementMortgage. (ii) Borrower shall not permit Mortgage Borrower to replace Project Manager, surrender, terminate, cancel, modify, renew or extend the Project Management Agreement, or enter into any other agreement relating to the Project Management Agreement or operation of the Property with Project Manager or any other Person, or consent to the assignment by the Project Manager of its interest under the Project Management Agreement, or waive or release any of its rights and remedies under the Project Management Agreement, in each case without the express consent of Administrative Agent, which shall be granted or withheld in Administrative Agent’s sole and absolute discretion. (iii) Administrative Agent shall have the right to require Borrower to cause Mortgage Borrower to replace the Project Manager with a Person which is not an Affiliate of Borrower and approved by Administrative Agent (such approval, other than during the continuance of an Event of Default, not to be unreasonably withheld, conditioned or delayed) upon the occurrence of any one or more of the following events: (i) at any time following the occurrence and during the continuance of an Event of Default, or (ii) if Project Manager becomes a debtor in a bankruptcy proceeding.