SELLERS.
The Sellers hereby covenant with the Purchaser between the date of this
Agreement and the Closing Date as follows:
8.1
APPROVAL OF AGREEMENTS.
NOT TO ENTER INTO,
MODIFY, AMEND OR TERMINATE ANY LEASE OR ANY OTHER MATERIAL AGREEMENT WITH
RESPECT TO ANY PROPERTY, WHICH WOULD ENCUMBER OR BE BINDING UPON SUCH PROPERTY
FROM AND AFTER THE CLOSING DATE, WITHOUT IN EACH INSTANCE OBTAINING THE PRIOR
WRITTEN CONSENT OF THE PURCHASER.
8.2
OPERATION OF PROPERTY.
TO CONTINUE TO OPERATE
EACH PROPERTY CONSISTENT WITH PAST PRACTICES.
8.3
COMPLIANCE WITH LAWS, ETC.
TO COMPLY IN ALL
MATERIAL RESPECTS WITH (I) ALL LAWS, REGULATIONS AND OTHER REQUIREMENTS FROM
TIME TO TIME APPLICABLE OF EVERY GOVERNMENTAL BODY HAVING JURISDICTION OF THE
PROPERTIES, OR THE USE OR OCCUPANCY THEREOF, AND (II) ALL MATERIAL TERMS,
COVENANTS AND CONDITIONS OF ALL AGREEMENTS AFFECTING THE PROPERTIES.
8.4
COMPLIANCE WITH AGREEMENTS.
TO COMPLY WITH
EACH AND EVERY MATERIAL TERM, COVENANT AND CONDITION CONTAINED IN THE LEASES AND
ANY OTHER MATERIAL DOCUMENT OR AGREEMENT AFFECTING EACH PROPERTY AND TO MONITOR
COMPLIANCE THEREUNDER CONSISTENT WITH PAST PRACTICES.
8.5
NOTICE OF MATERIAL CHANGES OR UNTRUE
REPRESENTATIONS.
UPON LEARNING OF ANY MATERIAL CHANGE IN ANY CONDITION WITH
RESPECT TO ANY PROPERTY OR OF ANY EVENT OR CIRCUMSTANCE WHICH MAKES ANY
REPRESENTATION OR WARRANTY OF THE SELLERS TO THE
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PURCHASER UNDER THIS AGREEMENT UNTRUE OR MISLEADING, PROMPTLY TO NOTIFY THE
PURCHASER THEREOF.
8.6
INSURANCE.
TO MAINTAIN, OR CAUSE TO BE
MAINTAINED, ALL EXISTING PROPERTY INSURANCE RELATING TO EACH PROPERTY.
SECTION 9.
APPORTIONMENTS.
9.1
REAL PROPERTY APPORTIONMENTS.
(A)
THE
FOLLOWING ITEMS SHALL BE APPORTIONED AT THE CLOSING AS OF THE CLOSE OF BUSINESS
ON THE DAY IMMEDIATELY PRECEDING THE CLOSING DATE:
(I)
ANNUAL RENTS, OPERATING
COSTS, TAXES AND OTHER FIXED CHARGES PAYABLE UNDER THE LEASES AND THE GROUND
LEASE;
(II)
PERCENTAGE RENTS AND
OTHER UNFIXED CHARGES PAYABLE UNDER THE LEASES AND THE GROUND LEASE;
(III)
FUEL, ELECTRIC, WATER AND
OTHER UTILITY COSTS;
(IV)
MUNICIPAL ASSESSMENTS AND
GOVERNMENTAL LICENSE AND PERMIT FEES;
(V)
REAL ESTATE TAXES AND
ASSESSMENTS OTHER THAN SPECIAL ASSESSMENTS, BASED ON THE RATES AND ASSESSED
VALUATION APPLICABLE IN THE FISCAL YEAR FOR WHICH ASSESSED;
(VI)
WATER RATES AND CHARGES;
(VII)
SEWER AND VAULT TAXES AND
RENTS; AND
(VIII)
ALL OTHER ITEMS OF INCOME AND
EXPENSE NORMALLY APPORTIONED IN SALES OF PROPERTY IN SIMILAR SITUATIONS IN THE
APPLICABLE JURISDICTION WHERE EACH PROPERTY IS LOCATED.
If any of the foregoing cannot be apportioned at the Closing because of the
unavailability of the amounts which are to be apportioned, such items shall be
apportioned on the basis of a good faith estimate by the parties and reconciled
as soon as practicable after the Closing Date but, in any event, no later than
one (1) year after the Closing Date.
(B)
IF THERE ARE WATER, GAS OR ELECTRIC METERS
LOCATED AT ANY PROPERTY, THE SELLERS SHALL OBTAIN READINGS THEREOF TO A DATE NOT
MORE THAN THIRTY (30) DAYS PRIOR TO THE CLOSING DATE AND THE UNFIXED WATER RATES
AND CHARGES, SEWER TAXES AND RENTS
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