Pledge, Mortgage or Charge as Collateral for a Loan
MANAGEMENT CHARGE 16.1 In consideration of the establishment and award of this Framework Agreement and the management and administration by the Authority of the same, the Supplier agrees to pay to the Authority the Management Charge in accordance with Clause 16.2 below.
16.2 The Authority shall be entitled to submit invoices to the Supplier in respect of the Management Charge due each Month based on the Management Information provided pursuant to Framework Agreement Schedule 8 (Management Information), and adjusted:
16.2.1 in accordance with paragraph 5.5 of Framework Agreement Schedule 8 (Management Information) to take into account of any Admin Fee(s) that may have accrued in respect of the late provision of Management Information; and
16.2.2 pursuant to paragraph 6 (Default Management Charge) of Framework Agreement Schedule 8 (Management Information) to take into account any under payment of the Management Charge.
16.3 Unless agreed otherwise, the Supplier shall pay the amount stated in any invoice submitted under Clause 16.2 within thirty (30) Days of the date of issue of the invoice.
16.4 The Management Charge shall apply to the full Charges as specified in each and every Order and shall not be varied as a result of any reduction in the Charges due to the application of any service credits and/or any other deductions made under any Call-Off Contract.
16.5 The Management Charge shall be exclusive of VAT. The Supplier shall pay the VAT on the Management Charge at the rate and in the manner prescribed by Law from time to time.
16.6 Interest shall be payable on any late payments of the Management Charge under this Framework Agreement in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
Property Manager Any entity that has been retained to perform and carry out property rental, leasing, operation and management services at one or more of the Properties, excluding persons, entities or independent contractors retained or hired to perform facility management or other services or tasks at a particular Property.
Property Management Fee For its services in managing the day-to-day operations of the Property in accordance with the terms of this Agreement, Company shall pay to Property Manager an annual property management fee (the “Property Management Fee”) equal to 4.0% of the Gross Revenue (as hereinafter defined). The Property Management Fee shall be prorated for any partial year and shall be payable in equal monthly installments, in advance. The Property Management Fee shall be payable on the first day of each month from the Operating Account or from other funds timely provided by the Company. Upon the expiration or earlier termination of this Agreement, the parties will prorate the Property Management Fee on a daily basis to the effective date of such expiration or termination. For purposes of this Agreement, the term “Gross Revenue” shall mean all gross collections from the operations of the Property, including, without limitation, rental receipts, late fees, application fees, pet fees, damages, lease buy-out payments, reimbursements by Tenants for common area expenses, operating expenses and taxes and similar pass-through obligations paid by Tenants, but shall expressly exclude (i) security deposits received from Tenants and interest accrued thereon for the benefit of the Tenants until such deposits or interest are included in the taxable income of the Company; (ii) advance rents (but not lease buy-out payments) until the month in which payments are to apply as rental income; (iii) reimbursements by Tenants for work done for a particular Tenant; (iv) proceeds from the sale or other disposition of all or any portion of the Property; (v) insurance proceeds received by the Company as a result of any insured loss (except proceeds from rent insurance or the excess of insurance proceeds for repairs over the actual costs of such repairs); (vi) condemnation proceeds not attributable to rent; (vii) capital contributions made by the Company; (viii) proceeds from capital, financing and any other transactions not in the ordinary course of the operation of the Property; (ix) income derived from interest on investments or otherwise; (x) abatement of taxes, awards arising out of takings by eminent domain and discounts and dividends on insurance policies; and (xi) rental concessions not paid by third parties.
Property Maintenance Maintain all of its property that is necessary to or useful in the proper conduct of its business in good working condition, ordinary wear and tear excepted.
Maintenance Agreement The parties will abide by the terms of the Maintenance Agreement including the capacity to dispute the classification in accordance with the Maintenance Agreement (Information Appendix C).
Mortgage Lessee does hereby agree to make reasonable modifications of this Lease requested by any Mortgagee of record from time to time, provided such modifications are not substantial and do not increase any of the Rents or obligations of Lessee under this Lease or substantially modify any of the business elements of this Lease.
Maintenance of the Primary Mortgage Insurance Policies (a) The Master Servicer shall not take, or permit any Servicer (to the extent such action is prohibited under the applicable Servicing Agreement) to take, any action that would result in noncoverage under any applicable Primary Mortgage Insurance Policy of any loss which, but for the actions of such Master Servicer or Servicer, would have been covered thereunder. The Master Servicer shall use its best reasonable efforts to cause each Servicer (to the extent required under the related Servicing Agreement) to keep in force and effect (to the extent that the Mortgage Loan requires the Mortgagor to maintain such insurance), primary mortgage insurance applicable to each Mortgage Loan in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable. The Master Servicer shall not, and shall not permit any Servicer (to the extent required under the related Servicing Agreement) to, cancel or refuse to renew any such Primary Mortgage Insurance Policy that is in effect at the date of the initial issuance of the Mortgage Note and is required to be kept in force hereunder except in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable.
(b) The Master Servicer agrees to present, or to cause each Servicer (to the extent required under the related Servicing Agreement) to present, on behalf of the Trustee and the Certificateholders, claims to the insurer under any Primary Mortgage Insurance Policies and, in this regard, to take such reasonable action as shall be necessary to permit recovery under any Primary Mortgage Insurance Policies respecting defaulted Mortgage Loans. Pursuant to Section 4.01 and 4.02, any amounts collected by the Master Servicer or any Servicer under any Primary Mortgage Insurance Policies shall be deposited in the Master Servicer Collection Account, subject to withdrawal pursuant to Section 4.03.
Property Management (a) Borrower shall (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (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 expenditures plan, report and estimate received by it under the Management Agreement, and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’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 or under the Management Agreement, Lender 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 material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement.
(b) If any one or more of the following events occurs: (i) the occurrence of an Event of Default, (ii) Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y).
Access to Property, Property’s Management, Property Lender, and Property Tenants Potential Investor agrees to not seek to gain access to any non-public areas of the Property or communicate with Property’s management employees, the holder of any financing encumbering the Property, the Property’s tenants, and the Owner’s partners in the ownership of the Property, without the prior consent of Owner or JLL, which consent may be withheld in the Owner’s sole discretion.
