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ARTICLE 19 MISCELLANEOUS PROVISIONS § 19.1 Assignment of Contract Neither party to the Contract shall assign the Contract without written consent of the other, except that the Owner may, without consent of the Contractor, assign the Contract to a lender providing financing for the Project ifthe lender assumes the Owner's rights and obligations under the Contract Documents. The Contractor shall execute all consents reasonably required to facilitate such assignment provided Contractor need not consent to any of the following: (1) to perform absent core by Owner's lender or tender's designee of any and all Owner breaches including, without limitation, payment in full of all amounts past due; (2) to perform absent commitment by Owner's lender or lender's designee to honor all of Owner's obligations under this Agreement after the date of Owner's Lender's assumption; (3) to give Owner's Lender prior notices of change orders increasing the Contract Sum unless an individual change exceeds two percent (2%) of the Contract Sum before such change order, or if change orders in the aggregate would increase the Contract Sum by five percent (5%); or (4) otherwise to provide Contractor with rights or remedies against Lender which are less favorable than the rights and remedies which Contractor has against Owner under the Contract Documents or at law; or which seek to impose obligations upon Contractor beyond those required by the Contract Documents. § 19.2 Governing Law The Contract shall be governed by the law of the place where the Project is located, excluding thatimisdiction's choice of law rules. § 19.3 Tests and Inspections Tests, inspections, and approvals of portions of the Work required by the Contract Documents or by applicable laws, statutes, ordinances, codes, rales and regulations, or lawful orders of public authorities shall be made at an appropriate time. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections, and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests and inspections. The Contractor shall give the Owner timely notice of when and where tests and inspections are to be made so that the Owner may be present for such procedures. The Owner shall bear costs of tests, inspections, or approvals that do not become requirements until after the Contract Sum is established. The Owner shall directly arrange and pay for tests, inspections, or approvals where building codes or applicable laws or regulations so require. § 19.4 The Owner's representative is stated on the cover page. § 19.5 The Contractor's representative is stated on the cover page. § 19.6 Neither the Owner's nor the Contractor's representative shall be changed without ten days' prior notice to the other party. § 19.7 Owner represents and warrants that the person signing this Agreement on behalf of Owner has the authority to execute this Agreement, including all legal authorization after duly followed required procedures, and thereby legally bind Owner. Likewise, Contractor represents and warrants that the person signing this Agreement on behalf of Contractor has the authority to execute this Agreement and thereby legally bind Contractor. ARTICLE20 TERMINATION OF THE CONTRACT § 20.1 Termination by the Contractor If the Owner (a) fails to make payment by the date as provided in Section 4.1.3 and for a period of thirty (30) days thereafter, or (b) if Contractor discovers that Owner's Information is materially incorrect, the Contractor may, upon seven (7) additional days' notice to the Owner, suspend or terminate the Contract and recover from the Ownerpayment for Work executed, including reasonable overhead and profit, costs incurred by reason of such termination, and damages including, without limitation, lost profits on the unperformed portion of the Work. § 20.2 Termination by the Owner for Cause § 20.2.1 The Owner may terminate the Contract if the Contractor .1 repeatedly disregards applicable laws, statutes, ordinances, codes, rales and regulations, or lawful orders of public authority; or .2 otherwise is guilty of substantial breach of a provision of the Contract Documents. § 20.2.2 When any of the reasons described in Section 20.2.1 exists, the Owner may, without prejudice to any other remedy the Owner may have and after giving the Contractor seven (7) days' written notice and provided the Page 16 of I0