Common use of All Phases Clause in Contracts

All Phases. During all phases of the Development Work, Developer’s responsibilities will include, without limitation, the following: (a) Providing Owner and Development Consultant with the Monthly Reports as provided in Section 6.2 hereof so as to keep Owner fully apprised of the progress of development; (b) Preparing and submitting to Owner and Development Consultant supplements and refinements to the Development Budget for Owner’s approval as development of the Development Work moves through its various phases to completion; (c) Monitoring the Project Development Schedule and the progress of development and construction of the Project in comparison thereto; (d) Notifying Owner and Development Consultant of any actual or anticipated change in the Project Development Schedule of which Developer becomes aware, including promptly advising Owner of any delays in the Project Development Schedule and the reasons for any such delay; (e) Recommending to Owner and Development Consultant any application of contingency (which application of contingency shall be subject to Owner’s prior written approval); (f) Advising Owner with respect to obtaining any variances or rezoning of such portion of the land included within the Development Work as are necessary or appropriate to cause the Development Work to be in compliance with applicable codes, laws, regulations and ordinances. Upon receipt of Owner’s written approval, make or agree to any changes to the site-plan, subdivision or zoning of the Development Work or any portion thereof; (g) Advising Owner with respect to (1) all dealings with all governmental authorities who have control over the development of the Development Work and the construction of all improvements, and (2) the contest by Owner of any law, regulation or rule which Owner deems to adversely affect the Development Work; (h) Coordinating and managing the performance of Contractor, the Architect and the other Specialists and Consultants under their respective contracts with Owner and giving or making Owner’s instructions, requirements and approvals provided for in such contracts after obtaining Owner’s written approval with respect thereto; (i) Using commercially reasonable and diligent efforts to resolve and settle any conflict among Contractor, the Architect and the Specialists and Consultants and keeping Owner and Development Consultant fully informed with respect to such conflicts and settlement discussions; (j) Assisting Owner and Development Consultant with respect to Owner’s negotiations with all applicable utility companies, whether governmental or otherwise, for the installation of all applicable utility services to the Project on a timely basis, with Owner bearing the cost of all required utility deposits and costs of installation; (k) Organizing and coordinating a schedule of monthly draw meetings or teleconferences to be attended by Developer, Owner and Development Consultant, which such schedule shall set forth the dates on which the monthly draw meetings will be held; (l) Reviewing applications for payment submitted by Contractor and other Specialists and Consultants and preparing documentation for all requests for payments from Owner, in form and content sufficient to permit Owner and Development Consultant to determine the appropriateness of such payments; (m) Coordinating the performance of any tests and inspections required by any Construction Lender or governmental authority; (n) Subject to the terms of this Agreement, taking whatever actions are appropriate to accomplish completion of the Development Work in accordance with the Project Development Schedule, within the approved Development Budget, and in accordance with standards and specifications approved by Owner and in compliance with the Plans and Specifications and applicable law; (o) Subject to the terms of this Agreement, using reasonable efforts to comply or cause compliance by the appropriate party with the Owner’s obligations relating to the development of the Project undertaken by Owner in any written agreement (including loan agreements, mortgages and leases) and notifying Owner and Development Consultant promptly in the event Developer becomes aware of any noncompliance; (p) In addition to, and in furtherance of, the obligations under subparagraph 3.2.3 (m) above, sending to Owner and Development Consultant the Monthly Draw Package and, at Owner's request, copies of all notices received by Developer from the Architect, Contractor, the Specialists and Consultants and governmental authorities; (q) Advising Owner with respect to any master planning issues relating to the Development Work, including, but not limited to, traffic planning issues, historic preservation issues, aesthetic issues relating to buildings and sites, and building occupancy criteria issues; (r) Timely filing on behalf of, and as agent for, Owner any notices of completion required or permitted to be filed and taking such action as may be required to obtain required licenses or permits; (s) Recording and reporting to Owner and Development Consultant the progress of the construction of the Development Work, which reports shall be made on a monthly basis in accordance with Section 6.2; (t) Causing complete and accurate files, books of account and other records of all development and construction costs and expenses of the Development Work incurred by Owner to be prepared and maintained; (u) Cooperating in all respects with Owner, the Members of the Owner, and their respective agents and representatives (including, without limitation, Development Consultant) in connection with construction of the Project and the performance of the Development Work; and (v) Performing generally such other acts and things as may be required in accordance with this Agreement for the full and complete supervision and coordination of the planning, design, development and construction of the Development Work and advising and consulting with Owner and Development Consultant with respect thereto. No delegation by Developer of any of its obligations hereunder (except pursuant to Owner-approved agreements with Specialists and Consultants) shall be permitted without the prior written consent of Owner in its sole discretion and no such delegation shall relieve Developer of any responsibility or liability with respect to such obligations hereunder.

All Phases. During all phases of the Development Work, Developer’s responsibilities will include, without limitation, the following: (a) Providing Owner and Development Consultant with the Monthly Reports as provided in Section 6.2 hereof so as to keep Owner fully apprised of the progress of developmentthe Development Work; (b) Preparing and submitting to Owner and Development Consultant supplements and refinements to the Development Budget for Owner’s approval as development of the Development Work moves through its various phases to completion; (c) Monitoring the Project Development Schedule and the progress of development and construction of the Project in comparison thereto; (d) Notifying Owner and Development Consultant of any actual or anticipated change in the Project Development Schedule of which Developer becomes aware, including promptly advising Owner of any delays in the Project Development Schedule and the reasons for any such delay; (e) Recommending to Owner and Development Consultant any application of contingency (which application of contingency shall be subject to Owner’s prior written approval); (f) Advising Owner with respect to obtaining any variances or rezoning of such portion of the land included within the Development Work as are necessary or appropriate to cause the Development Work to be in compliance with applicable codes, laws, regulations and ordinances. Upon receipt of Owner’s written approval, make or agree to any changes to the site-plan, subdivision or zoning of the Development Work or any portion thereof; (g) Advising Owner with respect to (1) all material dealings with all governmental authorities who have control over the development of the Project and the Development Work and the construction of all improvements, and (2) the contest by Owner of any law, regulation or rule which Owner Developer deems to adversely affect the Development Work; (hf) Coordinating and managing the performance of Contractor, the Architect and the other Specialists and Consultants under their respective contracts with Owner and giving or making Owner’s instructions, requirements and approvals provided for in such contracts (after obtaining Owner’s written approval with respect theretothereto to the extent that the LLC Agreement requires approval by BR Investor for the related action); (ig) Using commercially reasonable and diligent efforts to resolve and settle any conflict among Contractor, the Architect and the Specialists and Consultants and keeping Owner and Development Consultant fully informed with respect to such conflicts and settlement discussions; (jh) Assisting Owner and Development Consultant with respect to Owner’s negotiations with all applicable utility companies, whether governmental or otherwise, for the installation of all applicable utility services to the Project on a timely basis, with Owner bearing the cost of all required utility deposits and costs of installation; (ki) Organizing and coordinating a schedule of monthly draw meetings or teleconferences to be attended by Developer, Owner and Development Consultant, which such schedule shall set forth the dates on which the monthly draw meetings will be held; (lj) Reviewing applications for payment submitted by Contractor Contractor, the Architect and other Specialists and Consultants and preparing documentation for all requests for payments from Owner, in form and content sufficient to permit Owner and Development Consultant to determine the appropriateness of such payments; (mk) Coordinating the performance of any tests and inspections required by any the Construction Lender or any governmental authority; (n) Subject to the terms of this Agreement, taking whatever actions are appropriate to accomplish completion of the Development Work in accordance with the Project Development Schedule, within the approved Development Budget, and in accordance with standards and specifications approved by Owner and in compliance with the Plans and Specifications and applicable law; (ol) Subject to the terms of this Agreement, using reasonable efforts to comply or cause compliance by the appropriate party with the Owner’s obligations relating to the development of the Project undertaken by Owner in any written agreement (including loan agreements, mortgages and leases) ), and notifying Owner and Development Consultant promptly in the event Developer becomes aware of any material noncompliance; (pm) In addition to, and in furtherance of, the obligations under subparagraph 3.2.3 (mSection 3.2.3(l) above, sending to Owner and Development Consultant the Monthly Draw Package and, at Owner's request, copies of all notices received by Developer from the Architect, Contractor, the Specialists and Consultants and governmental authorities; (qn) Advising Owner with respect to any master planning issues relating to the Development Work, including, but not limited to, traffic planning issues, historic preservation issues, aesthetic issues relating to buildings and sites, and building occupancy criteria issues; (ro) Timely filing on behalf of, and as agent for, Owner any notices of completion required or permitted to be filed and taking such action as may be required to obtain required licenses or permitspermits required for construction or occupancy of the Project; (sp) Recording and reporting to Owner and Development Consultant the progress of the construction of the Development Work, which reports shall be made on a monthly basis in accordance with Section 6.2; (tq) Causing complete and accurate files, books of account and other records of all development and construction costs and expenses of the Development Work incurred by Owner to be prepared and maintained; (ur) Cooperating in all respects with Owner, the Members of the Owner, Owner and their respective agents and representatives (including, without limitation, Development Consultant) in connection with construction of the Project and the performance of the Development Work; (s) Promptly advising Owner if Developer at any time determines that the Development Budget for the Development Work is not compatible with the then- prevailing status of the Development Work and does not or is not reasonably expected to adequately provide for the completion of the Development Work under the remaining and unspent portion of the applicable categories of the Development Budget; and (vt) Performing generally such other acts and things as may be required in accordance with this Agreement for the full and complete supervision and coordination of the planning, design, development and construction of the Project and performance of the Development Work and advising and consulting with Owner and Development Consultant with respect thereto. No delegation by Developer of any of its obligations hereunder (except pursuant to Owner-approved agreements with Specialists and Consultants) shall be permitted without the prior written consent of Owner in its sole discretion and no such delegation shall relieve Developer of any responsibility or liability with respect to such obligations hereunder.

All Phases. During all phases of the Development Work, Developer’s responsibilities will include, without limitation, the following: (a) Providing Owner and Development Consultant with the Monthly Reports as provided in Section 6.2 hereof so as to keep Owner fully apprised of the progress of developmentthe Development Work; (b) Preparing and submitting to Owner and Development Consultant supplements and refinements to the Development Budget for Owner’s approval as development of the Development Work moves through its various phases to completion; (c) Monitoring the Project Development Schedule and the progress of development and construction of the Project in comparison thereto; (d) Notifying Owner and Development Consultant of any actual or anticipated change in the Project Development Schedule of which Developer becomes aware, including promptly advising Owner of any delays in the Project Development Schedule and the reasons for any such delay; (e) Recommending to Owner and Development Consultant any application of contingency (which application of contingency shall be subject to Owner’s prior written approval); (f) Advising Owner with respect to obtaining any variances or rezoning of such portion of the land included within the Development Work as are necessary or appropriate to cause the Development Work to be in compliance with applicable codes, laws, regulations and ordinances. Upon receipt of Owner’s written approval, make or agree to any changes to the site-plan, subdivision or zoning of the Development Work or any portion thereof; (g) Advising Owner with respect to (1) all material dealings with all governmental authorities who have control over the development of the Project and the Development Work and the construction of all improvements, and (2) the contest by Owner of any law, regulation or rule which Owner Developer deems to adversely affect the Development Work; (hf) Coordinating and managing the performance of Contractor, the Architect and the other Specialists and Consultants under their respective contracts with Owner and giving or making Owner’s instructions, requirements and approvals provided for in such contracts (after obtaining Owner’s written approval with respect theretothereto to the extent that the LLC Agreement requires approval by BR Investor for the related action); (ig) Using commercially reasonable and diligent efforts to resolve and settle any conflict among Contractor, the Architect and the Specialists and Consultants and keeping Owner and Development Consultant fully informed with respect to such conflicts and settlement discussions; (jh) Assisting Owner and Development Consultant with respect to Owner’s negotiations with all applicable utility companies, whether governmental or otherwise, for the installation of all applicable utility services to the Project on a timely basis, with Owner bearing the cost of all required utility deposits and costs of installation; (ki) Organizing and coordinating a schedule of monthly draw meetings or teleconferences to be attended by Developer, Owner and Development Consultant, which such schedule shall set forth the dates on which the monthly draw meetings will be held; (lj) Reviewing applications for payment submitted by Contractor Contractor, the Architect and other Specialists and Consultants and preparing documentation for all requests for payments from Owner, in form and content sufficient to permit Owner and Development Consultant to determine the appropriateness of such payments; (mk) Coordinating the performance of any tests and inspections required by any the Construction Lender or any governmental authority; (n) Subject to the terms of this Agreement, taking whatever actions are appropriate to accomplish completion of the Development Work in accordance with the Project Development Schedule, within the approved Development Budget, and in accordance with standards and specifications approved by Owner and in compliance with the Plans and Specifications and applicable law; (ol) Subject to the terms of this Agreement, using reasonable efforts to comply or cause compliance by the appropriate party with the Owner’s obligations relating to the development of the Project undertaken by Owner in any written agreement (including loan agreements, mortgages and leases) leases (including the Ground Lease)), and notifying Owner and Development Consultant promptly in the event Developer becomes aware of any material noncompliance; (pm) In addition to, and in furtherance of, the obligations under subparagraph 3.2.3 (mSection 3.2.3(l) above, sending to Owner and Development Consultant the Monthly Draw Package and, at Owner's request, copies of all notices received by Developer from the Architect, Contractor, the Specialists and Consultants and governmental authorities; (qn) Advising Owner with respect to any master planning issues relating to the Development Work, including, but not limited to, traffic planning issues, historic preservation issues, aesthetic issues relating to buildings and sites, and building occupancy criteria issues; (ro) Timely filing on behalf of, and as agent for, Owner any notices of completion required or permitted to be filed and taking such action as may be required to obtain required licenses or permitspermits required for construction or occupancy of the Project; (sp) Recording and reporting to Owner and Development Consultant the progress of the construction of the Development Work, which reports shall be made on a monthly basis in accordance with Section 6.2; (tq) Causing complete and accurate files, books of account and other records of all development and construction costs and expenses of the Development Work incurred by Owner to be prepared and maintained; (ur) Cooperating in all respects with Owner, the Members of the Owner, Owner and their respective agents and representatives (including, without limitation, Development Consultant) in connection with construction of the Project and the performance of the Development Work; (s) Promptly advising Owner if Developer at any time determines that the Development Budget for the Development Work is not compatible with the then- prevailing status of the Development Work and does not or is not reasonably expected to adequately provide for the completion of the Development Work under the remaining and unspent portion of the applicable categories of the Development Budget; and (vt) Performing generally such other acts and things as may be required in accordance with this Agreement for the full and complete supervision and coordination of the planning, design, development and construction of the Project and performance of the Development Work and advising and consulting with Owner and Development Consultant with respect thereto. No delegation by Developer of any of its obligations hereunder (except pursuant to Owner-approved agreements with Specialists and Consultants) shall be permitted without the prior written consent of Owner in its sole discretion and no such delegation shall relieve Developer of any responsibility or liability with respect to such obligations hereunder.

All Phases. During all phases of the Development Work, Developer’s responsibilities will include, without limitation, the following: (a) Providing Owner and Development Consultant with the Monthly Reports as provided in Section 6.2 hereof so as to keep Owner fully apprised of the progress of development; (b) Preparing and submitting to Owner and Development Consultant supplements and refinements to the Development Budget for Owner’s approval as development of the Development Work moves through its various phases to completion; (c) Monitoring the Project Development Schedule and the progress of development and construction of the Project in comparison thereto; (d) Notifying Owner and Development Consultant of any actual or anticipated change in the Project Development Schedule of which Developer becomes aware, including promptly advising Owner of any delays in the Project Development Schedule and the reasons for any such delay; (e) Recommending to Owner and Development Consultant any application of contingency (which application of contingency shall be subject to Owner’s prior written approval); (f) Advising Owner with respect to obtaining any variances or rezoning of such portion of the land included within the Development Work as are necessary or appropriate to cause the Development Work to be in compliance with applicable codes, laws, regulations and ordinances. Upon receipt of Owner’s written approval, make or agree to any changes to the site-plan, subdivision or zoning of the Development Work or any portion thereof; (g) Advising Owner with respect to (1) all dealings with all governmental authorities who have control over the development of the Development Work and the construction of all improvements, and (2) the contest by Owner of any law, regulation or rule which Owner deems to adversely affect the Development Work; (h) Coordinating and managing the performance of Contractor, the Architect and the other Specialists and Consultants under their respective contracts with Owner and giving or making Owner’s instructions, requirements and approvals provided for in such contracts after obtaining Owner’s written approval with respect thereto; (i) Using commercially reasonable and diligent efforts to resolve and settle any conflict among Contractor, the Architect and the Specialists and Consultants and keeping Owner and Development Consultant fully informed with respect to such conflicts and settlement discussions; (j) Assisting Owner and Development Consultant with respect to Owner’s negotiations with all applicable utility companies, whether governmental or otherwise, for the installation of all applicable utility services to the Project on a timely basis, with Owner bearing the cost of all required utility deposits and costs of installation; (k) Organizing and coordinating a schedule of monthly draw meetings or teleconferences to be attended by Developer, Owner and Development Consultant, which such schedule shall set forth the dates on which the monthly draw meetings will be held; (l) Reviewing applications for payment submitted by Contractor and other Specialists and Consultants and preparing documentation for all requests for payments from Owner, in form and content sufficient to permit Owner and Development Consultant to determine the appropriateness of such payments; (m) Coordinating the performance of any tests and inspections required by any Construction Lender Owner’s lender or governmental authority; (n) Subject to the terms of this Agreement, taking whatever actions are appropriate to accomplish completion of the Development Work in accordance with the Project Development Schedule, within the approved Development Budget, and in accordance with standards and specifications approved by Owner and in compliance with the Plans and Specifications and applicable law; (o) Subject to the terms of this Agreement, using reasonable efforts to comply or cause compliance by the appropriate party with the Owner’s obligations relating to the development of the Project undertaken by Owner in any written agreement (including loan agreements, mortgages and leases) and notifying Owner and Development Consultant promptly in the event Developer becomes aware of any noncompliance; (p) In addition to, and in furtherance of, the obligations under subparagraph 3.2.3 (m) above, sending to Owner and Development Consultant the Monthly Draw Package and, at Owner's request, copies of all notices received by Developer from the Architect, Contractor, the Specialists and Consultants and governmental authorities; (q) Advising Owner with respect to any master planning issues relating to the Development Work, including, but not limited to, traffic planning issues, historic preservation issues, aesthetic issues relating to buildings and sites, and building occupancy criteria issues; (r) Timely filing on behalf of, and as agent for, Owner any notices of completion required or permitted to be filed and taking such action as may be required to obtain required licenses or permits; (s) Recording and reporting to Owner and Development Consultant the progress of the construction of the Development Work, which reports shall be made on a monthly basis in accordance with Section 6.2; (t) Causing complete and accurate files, books of account and other records of all development and construction costs and expenses of the Development Work incurred by Owner to be prepared and maintained; (u) Cooperating in all respects with Owner, the Members of the Owner, and their respective agents and representatives (including, without limitation, Development Consultant) in connection with construction of the Project and the performance of the Development Work; and (v) Performing generally such other acts and things as may be required in accordance with this Agreement for the full and complete supervision and coordination of the planning, design, development and construction of the Development Work and advising and consulting with Owner and Development Consultant with respect thereto. No delegation by Developer of any of its obligations hereunder (except pursuant to Owner-approved agreements with Specialists and Consultants) shall be permitted without the prior written consent of Owner in its sole discretion and no such delegation shall relieve Developer of any responsibility or liability with respect to such obligations hereunder.

All Phases. During all phases of the Development WorkProject, DeveloperManager’s responsibilities will include, without limitation, include the following: (a) Providing Owner and Development Consultant with the Monthly Reports as provided in Section 6.2 hereof informal progress reports so as to keep Owner fully apprised of the progress of developmentthe Scope of Work, and provide Owner with the Disbursement Requests or Draw Requests, as applicable, and the Project Control Reports as provided in Section 6.2 hereof; (b) Organizing and coordinating weekly Project meetings, which Owner shall be entitled to attend at such time as mutually agreed to by Owner and Manager (the “Weekly Meetings”). (c) Complying with all terms, conditions and covenants contained in the Construction Contract; 17008166.6 (d) Preparing and submitting to Owner and Development Consultant supplements and refinements to the Development Construction Budget for Owner’s approval as development of the Development Work Project moves through its various phases to completion; (c) Monitoring the Project Development Schedule and the progress of development and construction of the Project in comparison thereto; (de) Notifying Owner and Development Consultant of any actual or anticipated change in the Project Development Schedule development schedule of which Developer Manager becomes aware, including promptly advising Owner of any delays in the Project Development Schedule and the reasons for any such delay; (e) Recommending to Owner and Development Consultant any application of contingency (which application of contingency shall be subject to Owner’s prior written approval); (f) Advising Notifying Owner with respect of any actual or anticipated increase in a Budget Category within the Construction Budget of which Manager becomes aware; (g) Upon receipt of Owner’s written approval, seeking to obtaining obtain any variances or rezoning of such portion of the land included within the Development Work Land as are necessary or appropriate to cause the Development Work Project to be in compliance with applicable codes, laws, regulations and ordinances. Upon receipt of Owner’s written approval, make or agree to any changes to the site-plan, subdivision or zoning of the Development Work or any portion thereof; (gh) Advising Owner with respect to (1) all dealings with all governmental authorities who have control over the development of the Development Work Project and the construction of all improvements, and (2) the contest by Owner of any law, regulation or rule which Owner deems to adversely affect the Development WorkProject; (hi) Coordinating and managing the performance of the Construction Contractor, the Architect and the other Specialists and Consultants under their respective contracts with Owner and giving or making Owner’s instructions, requirements and approvals provided for in such contracts after obtaining Owner’s written approval with respect thereto; (ij) Using commercially reasonable and diligent efforts to resolve and settle any conflict among the Construction Contractor, the Architect and the Specialists and Consultants and keeping Owner and Development Consultant fully informed with respect to such conflicts and settlement discussions; (jk) Assisting Owner and Development Consultant with respect to Owner’s negotiations Negotiating with all applicable utility companies, whether governmental or otherwise, for the installation of all applicable utility services to the Project on a timely basis, with Owner bearing the cost of all required utility deposits and costs of installation; (kl) Assembling construction related information required for Owner to obtain construction financing with respect to the Project and providing such other assistance in connection with obtaining such financing as requested by Owner; (m) Organizing and coordinating a schedule of monthly disbursement and draw meetings or teleconferences to be attended by Developer, Manager and Owner and Development Consultant, which such schedule shall set forth as a part of the dates on which the monthly draw meetings will be heldWeekly Meetings; (ln) Until such time as the Construction Loan has commenced, compiling and submitting to Owner for Owner’s review and approval (prior to disbursement), which approval shall not be unreasonably withheld, disbursement requests, which shall include: (i) a certificate of completion and payment authorization on AIA G702/703 or equivalent pay application forms, properly executed by the contractor and architect, (ii) copies of invoices and supporting documentation, (iii) conditional lien waivers (except for the final payment) covering all work done and/or materials supplied for which disbursement is requested to a date specified therein, (iv) 17008166.6 unconditional lien waivers covering all work done and/or materials supplied for the immediately preceding disbursement with proof of prior payment, and (v) any other information reasonably required by Owner (each a “Disbursement Request”). In the event that Owner fails to respond to any request for approval of a Disbursement Request within five Business Days following Manager’s submission to Owner, Owner shall be deemed to have denied the applicable Disbursement Request. (o) After the commencement of the Construction Loan, preparing all Construction Loan draw requests in form and content sufficient to permit Construction Lender to approve or to disapprove such draw requests and preparing such other reports relating to the Scope of Work as may be required by Construction Lender; (p) Reviewing applications for payment submitted by the Construction Contractor and other Specialists and Consultants and preparing documentation for all requests for payments from Owner, in form and content sufficient to permit Owner and Development Consultant to determine the appropriateness of such payments; (mq) Coordinating the performance of any tests and inspections required by any the Construction Lender or governmental authority; (nr) Promptly notifying Owner upon learning of any event of default or event which, with the giving of notice and the passage of time or both, might constitute a default or event of default under any document or instrument pertaining to the Project. In the event of any default or event of default by any Person, Manager shall consult with Owner concerning the action to be taken with respect thereto and, at the expense of Owner, take such action as Owner shall reasonably direct with respect to such default or event of default; (s) Subject to the terms of this Agreement, taking whatever actions are appropriate to accomplish completion Completion of the Development Work Project in accordance with the Project Development Scheduleapproved development schedule, and the Plans and Specifications, within the approved Development Budget, and in accordance with standards and specifications Construction Budget approved by Owner Owner, and in compliance with the Plans and Specifications and applicable law; (ot) Subject to the terms of this Agreement, using reasonable efforts to comply or cause compliance by the appropriate party complying, at Owner’s expense, with the Owner’s obligations relating to the development of the Project undertaken by Owner in any written agreement (including, without limitation, loan documents (including loan agreements, mortgages providing all materials and leasessubmissions required thereunder)) and notifying Owner and Development Consultant promptly in the event Developer Manager becomes aware of any noncompliance; (pu) In addition to, and in furtherance of, the obligations under subparagraph 3.2.3 (m) above, sending Sending to Owner and Development Consultant the Monthly Draw Package and, at Owner's request, copies of all written notices received by Developer Managaer from the Architect, the Construction Contractor, the Specialists and Consultants and governmental legal authorities; (qv) Advising Owner with respect to any master planning issues relating to the Development Work, including, but not limited toProject, traffic planning issues, historic preservation issues, aesthetic issues relating to buildings and sites, and building occupancy criteria issues; (r) Timely filing on behalf of, and as agent for, Owner any notices of completion required or permitted to be filed and taking such action as may be required to obtain required licenses or permits; (s) Recording and reporting to Owner and Development Consultant the progress of the construction of the Development Work, which reports shall be made on a monthly basis in accordance with Section 6.2; (t) Causing complete and accurate files, books of account and other records of all development and construction costs and expenses of the Development Work incurred by Owner to be prepared and maintained; (u) Cooperating in all respects with Owner, the Members of the Owner, and their respective agents and representatives (including, without limitation, Development Consultant) in connection with construction of the Project and the performance of the Development Work; and (v) Performing generally such other acts and things as may be required in accordance with this Agreement for the full and complete supervision and coordination of the planning, design, development and construction of the Development Work and advising and consulting with Owner and Development Consultant with respect thereto. No delegation by Developer of any of its obligations hereunder (except pursuant to Owner-approved agreements with Specialists and Consultants) shall be permitted without the prior written consent of Owner in its sole discretion and no such delegation shall relieve Developer of any responsibility or liability with respect to such obligations hereunder.

All Phases. During all phases of the Development Work, Developer’s 's responsibilities will include, without limitation, the following: (a) Providing Owner and Development Consultant with the Monthly Reports as provided in Section 6.2 hereof so as to keep Owner fully apprised of the progress of development; (b) Preparing and submitting to Owner and Development Consultant supplements and refinements to the Development Budget for Owner’s 's approval as development of the Development Work moves through its various phases to completion; (c) Monitoring the Project Development Schedule and the progress of development and construction of the Project in comparison thereto; (d) Notifying Owner and Development Consultant of any actual or anticipated change in the Project Development Schedule of which Developer becomes aware, including promptly advising Owner of any delays in the Project Development Schedule and the reasons for any such delay; (e) Recommending to Owner and Development Consultant any application of contingency (which application of contingency shall be subject to Owner’s 's prior written approval); (f) Advising Owner with respect to obtaining any variances or rezoning of such portion of the land included within the Development Work as are necessary or appropriate to cause the Development Work to be in compliance with applicable codes, laws, regulations and ordinances. Upon receipt of Owner’s Owner 's written approval, make or agree to any changes to the site-plan, subdivision or zoning of the Development Work or any portion thereof; (g) Advising Owner with respect to (1) all dealings with all governmental authorities who have control over the development of the Development Work and the construction of all improvements, and (2) the contest by Owner of any law, regulation or rule which Owner deems to adversely affect the Development Work; (h) Coordinating and managing the performance of Contractor, the Architect and the other Specialists and Consultants under their respective contracts with Owner and giving or making Owner’s 's instructions, requirements and approvals provided for in such contracts after obtaining Owner’s 's written approval with respect thereto; (i) Using commercially reasonable and diligent efforts to resolve and settle any conflict among Contractor, the Architect and the Specialists and Consultants and keeping Owner and Development Consultant fully informed with respect to such conflicts and settlement discussions; (j) Assisting Owner and Development Consultant with respect to Owner’s 's negotiations with all applicable utility companies, whether governmental or otherwise, for the installation of all applicable utility services to the Project on a timely basis, with Owner bearing the cost of all required utility deposits and costs of installation; (k) Organizing and coordinating a schedule of monthly draw meetings or teleconferences to be attended by Developer, Owner and Development Consultant, which such schedule shall set forth the dates on which the monthly draw meetings will be held; (l1) Reviewing applications for payment submitted by Contractor and other Specialists and Consultants and preparing documentation for all requests for payments from Owner, in form and content sufficient to permit Owner and Development Consultant to determine the appropriateness of such payments; (m) Coordinating the performance of any tests and inspections required by any Construction Lender or governmental authority; (n) Subject to the terms of this Agreement, taking whatever actions are appropriate to accomplish completion of the Development Work in accordance with the Project Development Schedule, within the approved Development Budget, and in accordance with standards and specifications approved by Owner and in compliance with the Plans and Specifications and applicable law; (o) Subject to the terms of this Agreement, using reasonable efforts to comply or cause compliance by the appropriate party with the Owner’s obligations relating to the development of the Project undertaken by Owner in any written agreement (including loan agreements, mortgages and leases) and notifying Owner and Development Consultant promptly in the event Developer becomes aware of any noncompliance; (p) In addition to, and in furtherance of, the obligations under subparagraph 3.2.3 (m) above, sending to Owner and Development Consultant the Monthly Draw Package and, at Owner's request, copies of all notices received by Developer from the Architect, Contractor, the Specialists and Consultants and governmental authorities; (q) Advising Owner with respect to any master planning issues relating to the Development Work, including, but not limited to, traffic planning issues, historic preservation issues, aesthetic issues relating to buildings and sites, and building occupancy criteria issues; (r) Timely filing on behalf of, and as agent for, Owner any notices of completion required or permitted to be filed and taking such action as may be required to obtain required licenses or permits; (s) Recording and reporting to Owner and Development Consultant the progress of the construction of the Development Work, which reports shall be made on a monthly basis in accordance with Section 6.2; (t) Causing complete and accurate files, books of account and other records of all development and construction costs and expenses of the Development Work incurred by Owner to be prepared and maintained; (u) Cooperating in all respects with Owner, the Members of the Owner, and their respective agents and representatives (including, without limitation, Development Consultant) in connection with construction of the Project and the performance of the Development Work; and (v) Performing generally such other acts and things as may be required in accordance with this Agreement for the full and complete supervision and coordination of the planning, design, development and construction of the Development Work and advising and consulting with Owner and Development Consultant with respect thereto. No delegation by Developer of any of its obligations hereunder (except pursuant to Owner-approved agreements with Specialists and Consultants) shall be permitted without the prior written consent of Owner in its sole discretion and no such delegation shall relieve Developer of any responsibility or liability with respect to such obligations hereunder.

All Phases. During all phases of the Development Work, Developer’s responsibilities will include, without limitation, the following: (a) Providing Owner and Development Consultant with the Monthly Reports as provided in Section 6.2 hereof so as to keep Owner fully apprised of the progress of development; (b) Preparing and submitting to Owner and Development Consultant supplements and refinements to the Development Budget for Owner’s approval as development of the Development Work moves through its various phases to completion; (c) Monitoring the Project Development Schedule and the progress of development and construction of the Project in comparison thereto; (d) Notifying Owner and Development Consultant of any actual or anticipated change in the Project Development Schedule of which Developer becomes aware, including promptly advising Owner of any delays in the Project Development Schedule and the reasons for any such delay; (e) Recommending to Owner and Development Consultant any application of contingency (which application of contingency shall be subject to Owner’s prior written approval); (f) Advising Owner with respect to obtaining any variances or rezoning of such portion of the land included within the Development Work as are necessary or appropriate to cause the Development Work to be in compliance with applicable codes, laws, regulations and ordinances. Upon receipt of Owner’s written approval, make or agree to any changes to the site-plan, subdivision or zoning of the Development Work or any portion thereof; (g) Advising Owner with respect to (1) all dealings with all governmental authorities who have control over the development of the Development Work and the construction of all improvements, and (2) the contest by Owner of any law, regulation or rule which Owner deems to adversely affect the Development Work; (h) Coordinating and managing the performance of Contractor, the Architect and the other Specialists and Consultants under their respective contracts with Owner and giving or making Owner’s instructions, requirements and approvals provided for in such contracts after obtaining Owner’s written approval with respect thereto; (i) Using commercially reasonable and diligent efforts to resolve and settle any conflict among Contractor, the Architect and the Specialists and Consultants and keeping Owner and Development Consultant fully informed with respect to such conflicts and settlement discussions; (j) Assisting Owner and Development Consultant with respect to Owner’s negotiations with all applicable utility companies, whether governmental or otherwise, for the installation of all applicable utility services to the Project on a timely basis, with Owner bearing the cost of all required utility deposits and costs of installation; (k) Organizing and coordinating a schedule of monthly draw meetings or teleconferences to be attended by Developer, Owner and Development Consultant, which such schedule shall set forth the dates on which the monthly draw meetings will be held; (l) Reviewing applications for payment submitted by Contractor and other Specialists and Consultants and preparing documentation for all requests for payments from Owner, in form and content sufficient to permit Owner and Development Consultant to determine the appropriateness of such payments; (m) Coordinating the performance of any tests and inspections required by any Construction Lender lender or governmental authority; (n) Subject to the terms of this Agreement, taking whatever actions are appropriate to accomplish completion of the Development Work in accordance with the Project Development Schedule, within the approved Development Budget, and in accordance with standards and specifications approved by Owner and in compliance with the Plans and Specifications and applicable law; (o) Subject to the terms of this Agreement, using reasonable efforts to comply or cause compliance by the appropriate party with the Owner’s obligations relating to the development of the Project undertaken by Owner in any written agreement (including loan agreements, mortgages and leases) and notifying Owner and Development Consultant promptly in the event Developer becomes aware of any noncompliance; (p) In addition to, and in furtherance of, the obligations under subparagraph 3.2.3 (m) above, sending to Owner and Development Consultant the Monthly Draw Package and, at Owner's request, copies of all notices received by Developer from the Architect, Contractor, the Specialists and Consultants and governmental authorities; (q) Advising Owner with respect to any master planning issues relating to the Development Work, including, but not limited to, traffic planning issues, historic preservation issues, aesthetic issues relating to buildings and sites, and building occupancy criteria issues; (r) Timely filing on behalf of, and as agent for, Owner any notices of completion required or permitted to be filed and taking such action as may be required to obtain required licenses or permits; (s) Recording and reporting to Owner and Development Consultant the progress of the construction of the Development Work, which reports shall be made on a monthly basis in accordance with Section 6.2; (t) Causing complete and accurate files, books of account and other records of all development and construction costs and expenses of the Development Work incurred by Owner to be prepared and maintained; (u) Cooperating in all respects with Owner, the Members of the Owner, and their respective agents and representatives (including, without limitation, Development Consultant) in connection with construction of the Project and the performance of the Development Work; and (v) Performing generally such other acts and things as may be required in accordance with this Agreement for the full and complete supervision and coordination of the planning, design, development and construction of the Development Work and advising and consulting with Owner and Development Consultant with respect thereto. No delegation by Developer of any of its obligations hereunder (except pursuant to Owner-approved agreements with Specialists and Consultants) shall be permitted without the prior written consent of Owner in its sole discretion and no such delegation shall relieve Developer of any responsibility or liability with respect to such obligations hereunder.