Replacement of Developer Clause Samples
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Replacement of Developer. (a) Upon the occurrence and during the continuance of any Event of Default, Lender may direct Borrower in writing to, and Borrower shall replace, or shall cause Owner to replace, Oxford Properties, LLC as the developer of the Project, or such portions thereof as Lender may direct with a developer approved by Lender, subject to any conditions in the applicable Mortgage Loan Documents to the qualifications and approval of such developer agent and the form and terms of any new development management agreement. Borrower hereby irrevocably constitutes and appoints Lender its true and lawful attorney-in-fact, with full power of substitution, to execute, acknowledge and deliver any instruments and to do and perform any acts which are referred to in this §12.7(a), in the name and on behalf of Borrower. The power vested in such attorney-in-fact is, and shall be deemed to be, coupled with an interest and irrevocable.
(b) Upon the written demand of Lender following the occurrence of and during the continuance of an Event of Default, Borrower shall deliver or cause to be delivered to Lender or Lender’s designee all books, records, contracts, files and other correspondence relating to the Collateral Property and other property and assets of Borrower and Owner. In addition, upon the occurrence and during the continuance of an Event of Default, Borrower shall upon the written demand of Lender cause all ▇▇▇▇▇▇▇ money deposits, tenant security deposits (whether in the form of cash, letter of credit or otherwise) and other refundable deposits paid to or held by or on behalf of Borrower or Owner in connection with the contracts to purchase property to be delivered to Lender, subject to the rights of the Mortgage Lender under the Mortgage Loan Documents.
Replacement of Developer. Administrative Agent shall have the right to require Borrower to terminate the Development Agreement and replace the Developer with a Person chosen by Borrower and approved by Administrative Agent or, at Administrative Agent’s option, selected by Administrative Agent in its sole discretion, upon the occurrence of any one or more of the following events: (a) a Material Default, (b) the Developer becoming bankrupt or insolvent, or (c) the occurrence of a material default under the Development Agreement beyond any applicable grace or cure periods.
Replacement of Developer. FC, FC Member and ING acknowledge and agree that, pursuant to the Operating Agreement, the right to exercise any and all rights and remedies against Developer, including without limitation, termination of the Development Agreement, on account of a default by Developer under the Development Agreement is vested solely in the NYTC Member. If the NYTC Member, in its sole and absolute discretion, elects to terminate the Development Agreement by reason of a default by Developer thereunder prior to Substantial Completion of the Core and Shell (as such terms are defined in the Development Agreement), then NYTC Member shall hire or cause Property Owner to hire (and FC, ING and FC Member hereby consent to any such hiring by NYTC Member or Property Owner) a replacement developer for the Core and Shell (“Replacement Developer”) which Replacement Developer shall be selected by NYTC Member in NYTC Member’s sole and absolute determination, provided that such Replacement Developer shall, in NYTC Member’s reasonable discretion, have constructed or developed (or have as a principal or principals one or more persons who have, as principal(s) of other companies, constructed or developed) at least 5,000,000 square feet of space at least 2,000,000 square feet of which consists of Class A high-rise office building space in New York City. The Replacement Developer shall not be NYTC Member or an Affiliate (as defined in the Operating Agreement) of NYTC. In addition to the other requirements and limitations set forth in this Paragraph 3(a), (A) if such replacement occurs prior to commencement of construction of the Core and Shell and a commitment for construction financing for the Project has been executed by Property Owner and a construction lender, such Replacement Developer shall be an entity which is approved by such construction lender and such Replacement Developer shall agree and shall be required to provide the construction completion guarantee to such construction lender required pursuant to Section 5.09 of the Operating Agreement, and (B) if such replacement occurs prior to commencement of construction of the Core and Shell and a commitment for construction financing for the Project has not then been executed by Property Owner and a construction lender, such Replacement Developer shall be an entity which has previously been approved by one or more construction lenders as a developer of Class A high rise office buildings in New York City (“Comparable Projects”) and as the ...