SELLER SHALL
MAINTAIN THE PROPERTY IN ITS PRESENT CONDITION, ORDINARY WEAR AND TEAR EXCEPTED;
(B)
BETWEEN THE EFFECTIVE DATE AND THE CLOSING DATE, SELLER SHALL
MAINTAIN ALL CASUALTY, LIABILITY AND HAZARD INSURANCE CURRENTLY IN FORCE WITH
RESPECT TO THE PROPERTY; AND
(C)
BETWEEN THE EFFECTIVE DATE AND THE CLOSING DATE, SELLER SHALL
LEASE, OPERATE, MANAGE AND ENTER INTO CONTRACTS WITH RESPECT TO THE PROPERTY, IN
THE SAME MANNER DONE BY SELLER PRIOR TO THE DATE HEREOF, MAINTAINING PRESENT
SERVICES AND SUFFICIENT SUPPLIES AND EQUIPMENT FOR THE OPERATION AND MAINTENANCE
OF THE PROPERTY IN THE SAME MANNER AS PRIOR TO THE DATE HEREOF; PROVIDED,
HOWEVER, THAT SELLER SHALL NOT ENTER INTO ANY SERVICE CONTRACT THAT CANNOT BE
TERMINATED WITHIN THIRTY (30) DAYS NOTICE.
(D)
A COPY OF EACH LEASE PRESENTED TO SELLER BETWEEN THE EFFECTIVE
DATE AND THE CLOSING DATE FOR ITS APPROVAL AND EXECUTION WILL BE SUBMITTED TO
PURCHASER PRIOR TO EXECUTION BY SELLER.
PURCHASER AGREES TO NOTIFY SELLER IN
WRITING WITHIN TEN (10) BUSINESS DAYS AFTER ITS RECEIPT OF EACH SUCH LEASE OF
EITHER ITS APPROVAL OR DISAPPROVAL THEREOF, INCLUDING ALL TENANT INDUCEMENT
COSTS AND LEASING COMMISSIONS TO BE INCURRED IN CONNECTION THEREWITH.
IN THE
EVENT PURCHASER INFORMS SELLER THAT PURCHASER DOES NOT APPROVE ANY SUCH LEASE,
WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD, SELLER SHALL HAVE THE OPTION
TO CANCEL THIS AGREEMENT BY WRITTEN NOTICE THEREOF TO PURCHASER WITHIN FIVE (5)
BUSINESS DAYS AFTER SELLER'S RECEIPT OF WRITTEN NOTICE OF PURCHASER'S
DISAPPROVAL OF ANY SUCH LEASE, AND UPON REFUND AND PAYMENT OF THE EARNEST MONEY
TO PURCHASER, NEITHER PARTY SHALL HAVE ANY FURTHER LIABILITY OR OBLIGATION
HEREUNDER.
IN THE EVENT PURCHASER FAILS TO NOTIFY SELLER IN WRITING OF ITS
APPROVAL OR DISAPPROVAL OF ANY SUCH LEASE WITHIN THE FIVE (5) DAY TIME PERIOD
FOR SUCH PURPOSE SET FORTH ABOVE, SUCH FAILURE SHALL BE DEEMED THE APPROVAL BY
PURCHASER OF SUCH LEASE.
AT CLOSING, PURCHASER SHALL REIMBURSE SELLER FOR ANY
TENANT INDUCEMENT COSTS OR LEASING COMMISSIONS INCURRED BY SELLER PURSUANT TO A
NEW LEASE APPROVED (OR DEEMED APPROVED) BY PURCHASER.
5.3
ACTUAL KNOWLEDGE OF SELLER.
ALL REFERENCES IN THIS AGREEMENT TO
THE "ACTUAL KNOWLEDGE" OF SELLER SHALL REFER ONLY TO THE ACTUAL KNOWLEDGE OF THE
DESIGNATED EMPLOYEE (AS HEREINAFTER DEFINED) OF THE DALLAS, TEXAS OFFICE OF
SELLER AND SHALL NOT BE CONSTRUED TO REFER TO THE KNOWLEDGE OF ANY OTHER
OFFICER, AGENT OR EMPLOYEE OF SELLER OR ANY AFFILIATE OF SELLER OR TO IMPOSE
UPON SUCH DESIGNATED EMPLOYEE ANY
10
DUTY TO INVESTIGATE THE MATTER TO WHICH SUCH ACTUAL KNOWLEDGE, OR THE ABSENCE
THEREOF, PERTAINS.
AS USED HEREIN, THE TERM "DESIGNATED EMPLOYEE" SHALL REFER
TO SAM GILLESPIE, AN EMPLOYEE OF SELLER WHO HAS RESPONSIBILITY FOR OVERSEEING
THE MANAGEMENT OF THE PROPERTY, AMONG OTHER ASSETS OF SELLER.
IN NO EVENT SHALL
ANY DESIGNATED EMPLOYEE HAVE ANY PERSONAL LIABILITY TO PURCHASER FOR ANY BREACH
OF ANY REPRESENTATION, WARRANTY OR COVENANT MADE BY SELLER IN THIS AGREEMENT,
AND THE PROVISIONS CONTAINED IN THIS SECTION 5.3 SHALL SURVIVE THE CLOSING OR
THE