STAY ON SCHEDULE AND MAINTAIN STEADY
PROGRESS OF THE PROJECT SCHEDULE.
SECTION 5.3
TERMINATION BY DEVELOPER.
DEVELOPER MAY TERMINATE THIS
AGREEMENT ONLY IF THE ADVISOR TERMINATES THE ADVISORY AGREEMENT.
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ARTICLE 6
DUTIES UPON TERMINATION OR EXPIRATION
SECTION 6.1
DEVELOPER'S DUTIES.
UPON TERMINATION OR EXPIRATION OF
THIS AGREEMENT, DEVELOPER SHALL PROMPTLY:
(A)
PAY OVER TO THE OWNER ALL MONEY COLLECTED AND HELD FOR THE ACCOUNT
OF THE OWNER PURSUANT TO THIS AGREEMENT, AFTER DEDUCTING ANY ACCRUED
COMPENSATION AND REIMBURSEMENT FOR ITS EXPENSES TO WHICH IT IS THEN ENTITLED;
(B)
DELIVER TO THE OWNER A FULL ACCOUNTING, INCLUDING A STATEMENT
SHOWING ALL PAYMENTS COLLECTED BY DEVELOPER AND A STATEMENT OF ALL MONEY HELD BY
DEVELOPER, COVERING THE PERIOD FOLLOWING THE DATE OF THE LAST ACCOUNTING
FURNISHED TO THE OWNER;
(C)
DELIVER TO THE OWNER ALL ASSETS AND DOCUMENTS OF THE OWNER THEN IN
THE CUSTODY OF THE DEVELOPER; AND
(D)
COOPERATE WITH THE OWNER AND TAKE ALL REASONABLE ACTIONS REQUESTED
BY THE OWNER TO PROVIDE AN ORDERLY TRANSITION.
ARTICLE 7
REPRESENTATIONS AND WARRANTIES
Section 7.1
Developer's Representations and Warranties.
Developer
hereby represents and warrants to Owner as of the date hereof as follows:
(A)
DEVELOPER IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF THE STATE OF TEXAS, AND IS AUTHORIZED TO CONDUCT BUSINESS IN
THE STATE OF TEXAS.
DEVELOPER HAS FULL POWER AND AUTHORITY TO EXECUTE, DELIVER
AND CARRY OUT THE TERMS AND PROVISIONS OF THIS AGREEMENT AND HAS TAKEN ALL
NECESSARY ACTION, CORPORATE OR OTHERWISE, TO AUTHORIZE THE EXECUTION, DELIVERY
AND PERFORMANCE OF THIS AGREEMENT, AND THIS AGREEMENT CONSTITUTES THE LEGAL,
VALID AND BINDING OBLIGATION OF DEVELOPER ENFORCEABLE IN ACCORDANCE WITH ITS
TERMS, SUBJECT TO CREDITOR'S RIGHTS, BANKRUPTCY AND ANY OTHER EQUITABLE
PRINCIPLES. THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE PARTY SIGNING ON
BEHALF OF DEVELOPER HAS BEEN DULY AUTHORIZED.
NO ORDER, PERMISSION, CONSENT,
APPROVAL, LICENSE, AUTHORIZATION, REGISTRATION OR VALIDATION OF, OR FILING WITH,
OR EXEMPTION BY, ANY GOVERNMENTAL AGENCY, COMMISSION, BOARD OR PUBLIC AUTHORITY
IS REQUIRED TO AUTHORIZE, OR IS REQUIRED IN CONNECTION WITH, THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS AGREEMENT.
(B)
THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED HEREUNDER ON THE PART OF DEVELOPER DO NOT AND
WILL NOT CONFLICT WITH OR RESULT IN THE BREACH OF ANY MATERIAL TERMS OR
PROVISIONS OF, OR CONSTITUTE A DEFAULT UNDER, OR RESULT IN THE CREATION OR
IMPOSITION OF ANY LIEN, CHARGE, OR ENCUMBRANCE UPON ANY OF THE ASSETS OF
DEVELOPER BY REASON OF THE TERMS OF ANY CONTRACT, MORTGAGE,
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LIEN, LEASE, AGREEMENT, INDENTURE, INSTRUMENT OR JUDGMENT TO WHICH DEVELOPER IS
A PARTY OR WHICH IS OR PURPORTS TO BE BINDING UPON DEVELOPER OR WHICH OTHERWISE
AFFECTS DEVELOPER, OR WHICH OTHERWISE WILL NOT BE DISCHARGED, ASSUMED OR
RELEASED.
NO ACTION BY ANY FEDERAL, STATE OR MUNICIPAL OR OTHER GOVERNMENTAL
DEPARTMENT, COMMISSION, BOARD, BUREAU OR INSTRUMENTALITY IS NECESSARY TO MAKE
THIS AGREEMENT A VALID INSTRUMENT BINDING UPON DEVELOPER IN ACCORDANCE WITH ITS
TERMS.
(C)