OF
THE BORROWER LCS HAVE BEEN DELIVERED TO AGENT.
EACH BORROWER LC IS IN FULL
FORCE AND EFFECT AND IS VALID AND ENFORCEABLE IN ALL RESPECTS (SUBJECT TO THE
EFFECTS OF BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM AND OTHER SIMILAR
LAWS EFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY).
ARTICLE 7
COVENANTS OF BORROWER
Borrower hereby covenants and agrees, from the date of this Agreement, and as
long as Borrower remains indebted to Lenders hereunder:
SECTION 7.01
GUARANTEED MAXIMUM PRICE CONTRACT; GMP GUARANTY.
(A)
TO ENFORCE THE GUARANTEED MAXIMUM PRICE CONTRACT AND THE GMP GUARANTY IN A
DILIGENT AND COMMERCIALLY REASONABLE MANNER, (B) TO OBSERVE AND PERFORM IN ALL
MATERIAL RESPECTS EACH AND EVERY TERM TO BE OBSERVED OR PERFORMED BY BORROWER
THEREUNDER, (C) TO DO NO ACT WHICH WOULD RELIEVE GENERAL CONTRACTOR OR GMP
GUARANTOR FROM ITS OBLIGATIONS THEREUNDER, (D) TO NOT AMEND OR MAKE ANY "CHANGE
ORDERS" OR "FIELD DIRECTIVES" (AS SUCH TERMS ARE DEFINED IN THE GUARANTEED
MAXIMUM PRICE CONTRACT; HEREINAFTER, "SCOPE
74
CHANGES") UNDER THE GUARANTEED MAXIMUM PRICE CONTRACT EXCEPT AS PERMITTED UNDER
SECTION 7.11 HEREOF; (E) EXCEPT TO AGENT FOR THE BENEFIT OF AGENT AND LENDERS,
NOT TO SELL, CONVEY, TRANSFER, ASSIGN, ALIENATE, MORTGAGE, ENCUMBER, PLEDGE,
HYPOTHECATE, OR TRANSFER THE GUARANTEED MAXIMUM PRICE CONTRACT, THE GMP GUARANTY
OR ANY INTEREST THEREON (OR, WITHOUT THE PRIOR APPROVAL OF AGENT, PERMIT THE
SALE, CONVEYANCE, TRANSFER, ASSIGNMENT, ALIENATION, MORTGAGING, ENCUMBRANCE,
PLEDGING, HYPOTHECATION, OR TRANSFER OF THE GUARANTEED MAXIMUM PRICE CONTRACT BY
GENERAL CONTRACTOR OR OF THE GMP GUARANTY BY THE GMP GUARANTOR, OR ANY INTEREST
IN EITHER), (F) NOT TO TERMINATE, SUSPEND OR CANCEL THE GUARANTEED MAXIMUM PRICE
CONTRACT OR THE GMP GUARANTY OR WAIVE ANY MATERIAL PROVISION THEREOF WITHOUT THE
PRIOR REASONABLE CONSENT OF AGENT, PROVIDED THAT, BORROWER MAY TERMINATE OR
CANCEL THE GUARANTEED MAXIMUM PRICE CONTRACT IF PRIOR TO OR SIMULTANEOUSLY WITH
SUCH TERMINATION OR CANCELLATION, BORROWER SHALL HAVE ENTERED INTO A NEW
CONSTRUCTION MANAGEMENT AGREEMENT WITH A CONSTRUCTION MANAGER WITH A GUARANTEED
MAXIMUM PRICE, WHICH CONSTRUCTION MANAGER, AGREEMENT AND PRICE SHALL EACH BE
REASONABLY ACCEPTABLE TO AGENT (AND IF REASONABLY REQUESTED BY AGENT, BORROWER
SHALL ALSO OBTAIN A GUARANTY OF SUCH AGREEMENT IN FORM AND SUBSTANCE, AND FROM
AN ENTITY, REASONABLY SATISFACTORY TO AGENT) AND (G) TO NOTIFY AGENT OF ANY
DEFAULT THEREUNDER PROMPTLY AFTER OBTAINING KNOWLEDGE THEREOF AND PROVIDE AGENT
WITH COPIES OF ALL MATERIAL NOTICES DELIVERED IN CONNECTION THEREWITH.
BORROWER
SHALL FROM TIME TO TIME, UPON REQUEST BY AGENT, USE DILIGENT EFFORTS TO CAUSE
GENERAL CONTRACTOR TO PROVIDE AGENT AND CONSTRUCTION CONSULTANT WITH REPORTS IN
REGARD TO THE STATUS OF CONSTRUCTION OF THE PROJECT, IN SUCH FORM AND DETAIL AS
REASONABLY REQUESTED BY AGENT.
PROMPTLY AFTER BORROWER'S RECEIPT THEREOF,
BORROWER SHALL DELIVER TO AGENT COPIES OF ALL TRADE CONTRACTS ENTERED INTO BY
THE GENERAL CONTRACTOR.
SECTION 7.02
ARCHITECT'S CONTRACT.
TO USE DILIGENT EFFORTS, UPON
AGENT'S REQUEST, TO CAUSE BORROWER'S ARCHITECTS TO PROVIDE AGENT AND
CONSTRUCTION CONSULTANT WITH REPORTS IN REGARD TO THE STATUS OF CONSTRUCTION OF
THE PROJECT, IN SUCH FORM AND DETAIL AS REASONABLY