DAMAGE FROM CASUALTY EXCEPTED, (II)
CONTINUE ALL INSURANCE POLICIES RELATIVE TO THE PROJECT (OR IF SUCH INSURANCE IS
CANCELED OR EXPIRES, COMPARABLE INSURANCE CONSISTENT WITH SIMILAR PROJECTS IN
THE TARRANT COUNTY METROPOLITAN AREA) IN FULL FORCE AND EFFECT, (III) AFTER THE
COMPLETION DATE NOT REMOVE ANY ITEM OF PERSONAL PROPERTY FROM THE LAND OR
IMPROVEMENTS UNLESS REPLACED BY A COMPARABLE ITEM OF PERSONAL PROPERTY, (IV)
MAINTAIN ALL PERMITS, LICENSES AND OCCUPANCY CERTIFICATES, INCLUDING, WITHOUT
LIMITATION, ALL DEVELOPMENT, BUILDING AND USE PERMITS AND CERTIFICATES OF
OCCUPANCY, (V) PERFORM, WHEN DUE, ALL MATERIAL OBLIGATIONS UNDER ANY AND ALL
MATERIAL AGREEMENTS RELATING TO THE PROJECT AND OTHERWISE IN ACCORDANCE WITH
APPLICABLE LAWS, ORDINANCES, RULES, AND REGULATIONS, INCLUDING COMPLIANCE WITH
ENVIRONMENTAL LAWS AND ARCHITECTURAL BARRIER LAWS INCLUDING BUT NOT LIMITED TO
THE AMERICANS WITH
8
DISABILITIES ACT, THE FAIR HOUSING AMENDMENT ACT, THE HUD/FHAA GUIDELINES AND
THE HUD DESIGN MANUAL, (VI) COMPLY WITH ALL REQUIREMENTS SUCH THAT ANY TAX
ABATEMENTS OR TAX CREDITS ARE REALIZED AND (VII) PROMPTLY FORWARD TO BH INVESTOR
ANY MATERIAL NOTICES OF VIOLATIONS GOVERNMENTAL REQUIREMENTS OR RESTRICTIONS
WHICH TRANSFERORS RECEIVE OR BECOME AWARE.
TRANSFERORS WILL NOT PERMIT EITHER
PROJECT OWNER OR TRANSFEREE TO HAVE ANY EMPLOYEES.
TRANSFERORS WILL COMPLY WITH
ALL TERMS OF THE MEZZANINE LOAN.
(C)
ACCESS.
DURING THE TERM OF THIS AGREEMENT, BH INVESTOR, AND ITS
AGENTS, CONSULTANTS AND DESIGNEES SHALL HAVE REASONABLE ACCESS TO THE PROJECT
FOR PURPOSES OF OBSERVING, TESTING AND INSPECTING THE WORK.
NO SUCH
OBSERVATION, TEST OR INSPECTION OR FAILURE TO DO SO SHALL RELIEVE TRANSFERORS
FROM THEIR OBLIGATIONS UNDER THIS AGREEMENT.
IN EXERCISING ITS ACCESS RIGHTS,
BH INVESTOR SHALL EXERCISE AND SHALL CAUSE ITS DESIGNEES TO EXERCISE DUE CARE
AND TO ENDEAVOR NOT TO INCREASE THE COST OF THE GENERAL CONTRACTOR'S PERFORMANCE
BEYOND DE MINIMIS AMOUNTS OR TO DELAY TO ANY MATERIAL EXTENT THE WORK ON THE
PROJECT.
BH INVESTOR SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS TRANSFERORS AND
PROJECT OWNER FROM AND AGAINST ALL LIABILITY, LOSS, COST OR EXPENSE (INCLUDING
REASONABLE ATTORNEYS' FEES AND EXPENSES OF LITIGATION) ARISING FROM ANY WRONGFUL
ACTS COMMITTED BY TRANSFEREE OR ITS DESIGNEES, AGENTS OR CONSULTANTS WHILE ON
THE LAND.
(D)
OWNERSHIP OF THE PROJECT.
TRANSFERORS' SHALL NOT PERMIT PROJECT
OWNER TO SELL OR DISPOSE OF THE PROJECT OR ANY PORTION THEREOF EXCEPT FOR
PERMITTED DISPOSITIONS.
TRANSFERORS WILL NOT PERMIT ANY LIENS, ENCUMBRANCES OR
OTHER TITLE EXCEPTIONS (OTHER THAN THE PERMITTED EXCEPTIONS AND NORMAL UTILITY
EASEMENTS, SOLELY FOR BENEFIT OF THE PROJECT, INCIDENT TO THE DEVELOPMENT AND
OPERATION OF THE PROJECT) TO ENCUMBER THE LAND OR THE PROJECT.
(E)
SERVICE CONTRACTS.
TRANSFERORS WILL NOT PERMIT PROJECT OWNER TO
ENTER INTO ANY SERVICE CONTRACTS OTHER THAN THOSE DESCRIBED ON EXHIBIT L UNLESS
EITHER (I) SUCH SERVICE CONTRACT IS TERMINABLE ON NOT MORE THAN 30 DAYS NOTICE
WITHOUT THE PAYMENT OF ANY TERMINATION FEE OR PENALTY OR (II) SUCH SERVICE
CONTRACT HAS BEEN APPROVED IN WRITING BY BH INVESTOR.
(F)
UTILITY CONTRACTS.
TRANSFERORS WILL NOT PERMIT PROJECT OWNER TO
ENTER INTO ANY AGREEMENT WITH ANY UTILITY COMPANY (PUBLIC OR