enter into, amend, modify, suspend, surrender,
terminate, cancel, waive or release any material provision of such) Material
Contract (including, without limitation, the definition of Core and Shell in the
Architect's Agreement) of the Project, except to the extent permitted or
approved under Section 7.11 or, in the case of the termination or cancellation
of the Architect's Contract, Borrower may so terminate or cancel if, prior to or
simultaneously with such termination or cancellation, Borrower shall have
entered into a new agreement or agreements with one or more architects which
agreement or agreements and architect or architects shall be reasonably
acceptable to Agent, and in any event such agreement or agreements shall use the
same definition of Core and Shell as that used in the Architect's Agreement.
Simultaneously with the entering into of any Managing Agent Agreement or, to the
extent requested by Agent, any Leasing Agent Agreement or any other Material
Contract (other than any Major Subcontract), Borrower shall (or shall cause the
Member which is a party thereto to) cause the other party thereunder to execute
and deliver to
83
Agent a consent to the collateral assignment thereof in form and substance
reasonably satisfactory to Agent.
(B)
TO OBSERVE AND PERFORM IN ALL MATERIAL RESPECTS EACH AND EVERY
TERM TO BE OBSERVED OR PERFORMED BY BORROWER (AND TO CAUSE EACH OTHER BORROWER
ENTITY TO DO THE SAME) PURSUANT TO THE TERMS OF ANY MATERIAL CONTRACT (OTHER
THAN ANY MAJOR SUBCONTRACT) AND TO: (I) PROMPTLY NOTIFY AGENT OF ANY MATERIAL
DEFAULT UNDER ANY MATERIAL CONTRACT (OTHER THAN ANY MAJOR SUBCONTRACT, IN WHICH
CASE BORROWER SHALL PROMPTLY NOTIFY AGENT OF ANY MATERIAL DEFAULTS THEREUNDER
PROMPTLY AFTER BORROWER ACQUIRES KNOWLEDGE THEREOF) AND PROVIDE AGENT WITH
COPIES OF ANY NOTICES DELIVERED IN CONNECTION WITH ANY DEFAULT UNDER ANY
MATERIAL CONTRACT; AND (II) ENFORCE (OR, IN THE CASE OF MAJOR SUBCONTRACTS,
CAUSE, TO THE EXTENT PERMITTED UNDER THE GUARANTEED MAXIMUM PRICE CONTRACT, THE
ENFORCEMENT OF) THE PROVISIONS THEREOF IN A DILIGENT AND COMMERCIALLY REASONABLE
MANNER.
(C)
AGENT'S RIGHT HEREUNDER TO APPROVE ANY MATERIAL CONTRACT SHALL
CREATE NO RESPONSIBILITY OR LIABILITY ON BEHALF OF AGENT OR LENDERS FOR THEIR
COMPLETENESS, DESIGN, SUFFICIENCY OR COMPLIANCE WITH LEGAL REQUIREMENTS.
SECTION 7.14
Leases.
(a)
To (and to cause each Member to, as
applicable):
(I)
PERFORM OR CAUSE TO BE PERFORMED IN ALL MATERIAL RESPECTS THE
LESSOR'S OBLIGATIONS UNDER EACH LEASE WHERE THERE IS NOT AT THE TIME AN
OUTSTANDING "EVENT OF DEFAULT" BY TENANT THEREUNDER,
(II)
PROMPTLY NOTIFY AGENT IN WRITING OF ANY MATERIAL DEFAULT UNDER
ANY LEASE AND PROVIDE AGENT WITH COPIES OF ANY NOTICES DELIVERED OR RECEIVED IN
CONNECTION WITH ANY DEFAULT UNDER ANY LEASE,
(III)
ENFORCE THE PERFORMANCE AND OBSERVANCE OF ALL OF THE COVENANTS
AND AGREEMENTS REQUIRED TO BE PERFORMED AND/OR OBSERVED BY THE OTHER PARTY OR
PARTIES UNDER ANY LEASE, TO THE EXTENT IT IS COMMERCIALLY REASONABLE TO DO SO,
(IV)
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, GRANT AGENT THE
RIGHT, BUT AGENT SHALL BE UNDER NO OBLIGATION, TO PAY