THIS AGREEMENT.
ARTICLE 6.
OPERATIONS AND RISK OF LOSS
6.1
ONGOING OPERATIONS.
FROM THE EFFECTIVE DATE THROUGH CLOSING:
6.1.1
LEASES, SERVICE CONTRACTS AND LICENSE AGREEMENTS.
SELLER WILL
TIMELY PERFORM ITS MATERIAL OBLIGATIONS UNDER THE LEASES, SERVICE CONTRACTS AND
LICENSE AGREEMENTS.
6.1.2
NEW CONTRACTS.
EXCEPT AS PROVIDED IN SUBSECTION 6.1.4, SELLER WILL
NOT ENTER INTO ANY CONTRACT THAT WILL BE AN OBLIGATION AFFECTING THE PROPERTY
SUBSEQUENT TO THE
CLOSING, EXCEPT CONTRACTS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS THAT
ARE TERMINABLE WITHOUT CAUSE AND WITHOUT THE PAYMENT OF ANY TERMINATION PENALTY
ON NOT MORE THAN THIRTY (30) DAYS' PRIOR NOTICE.
6.1.3
MAINTENANCE OF IMPROVEMENTS; REMOVAL OF PERSONAL PROPERTY.
SUBJECT
TO SECTIONS 6.2 AND 6.3, SELLER SHALL MAINTAIN ALL IMPROVEMENTS SUBSTANTIALLY IN
THEIR PRESENT CONDITION (ORDINARY WEAR AND TEAR AND CASUALTY EXCEPTED) AND IN A
MANNER CONSISTENT WITH SELLER'S MAINTENANCE OF THE IMPROVEMENTS DURING SELLER'S
PERIOD OF OWNERSHIP, INCLUDING KEEPING APPROPRIATE INSURANCE IN FORCE AND
EFFECT.
SELLER WILL NOT REMOVE ANY TANGIBLE PERSONAL PROPERTY EXCEPT AS MAY BE
REQUIRED FOR NECESSARY REPAIR OR REPLACEMENT, AND REPLACEMENT SHALL BE OF
SUBSTANTIALLY SIMILAR QUALITY AND QUANTITY AS THE REMOVED ITEM OF TANGIBLE
PERSONAL PROPERTY.
(A)
LEASING; LICENSE AGREEMENTS.
SELLER WILL NOT AMEND OR TERMINATE
ANY EXISTING LEASE OR LICENSE AGREEMENT OR ENTER INTO ANY NEW LEASE OR NEW
LICENSE AGREEMENT WITHOUT (I) PROVIDING PURCHASER ALL RELEVANT SUPPORTING
DOCUMENTATION, AS REASONABLY DETERMINED BY SELLER, INCLUDING, WITHOUT
LIMITATION, TENANT FINANCIAL INFORMATION TO THE EXTENT IN SELLER'S POSSESSION,
AND (II) OBTAINING PURCHASER'S APPROVAL, UNLESS THE NEW LEASE OR AMENDMENT TO
EXISTING LEASE IS FOR A MONTH-TO-MONTH TENANCY.
PURCHASER AGREES TO GIVE SELLER
WRITTEN NOTICE OF APPROVAL OR DISAPPROVAL OF A PROPOSED AMENDMENT OR TERMINATION
OF A LEASE OR LICENSE AGREEMENT OR NEW LEASE OR NEW LICENSE AGREEMENT WITHIN
FIVE (5) BUSINESS DAYS AFTER PURCHASER'S RECEIPT OF THE ITEMS IN (I) OF THIS
SUBSECTION 6.1.4.
IF PURCHASER DOES NOT RESPOND TO SELLER'S REQUEST WITHIN SUCH
TIME PERIOD, THEN PURCHASER WILL BE DEEMED TO HAVE APPROVED SUCH AMENDMENT,
TERMINATION OR NEW LEASE OR NEW LICENSE AGREEMENT.
PURCHASER MAY WITHHOLD ITS
CONSENT AT ITS SOLE DISCRETION, AND SELLER MAY NOT AMEND OR TERMINATE A LEASE OR
LICENSE AGREEMENT OR ENTER INTO A NEW LEASE OR NEW LICENSE AGREEMENT WITHOUT
PURCHASER'S WRITTEN CONSENT, OTHER THAN FOR A MONTH-TO-MONTH TENANCY.
6.2
DAMAGE.
IF PRIOR TO CLOSING THE PROPERTY IS DAMAGED BY FIRE OR
OTHER CASUALTY,
SELLER SHALL ESTIMATE THE COST TO REPAIR AND THE TIME REQUIRED
TO COMPLETE REPAIRS AND WILL PROVIDE PURCHASER WRITTEN NOTICE OF SELLER'S
ESTIMATION (THE "CASUALTY NOTICE") AS SOON AS REASONABLY POSSIBLE AFTER THE
OCCURRENCE OF THE CASUALTY.
6.2.1
MATERIAL.
IN THE EVENT OF ANY MATERIAL DAMAGE TO OR DESTRUCTION OF
THE PROPERTY OR ANY PORTION THEREOF PRIOR TO CLOSING, PURCHASER MAY, AT ITS
OPTION, TERMINATE THIS AGREEMENT BY DELIVERING WRITTEN NOTICE TO SELLER ON OR
BEFORE THE EXPIRATION OF THIRTY (30) DAYS AFTER THE DATE SELLER DELIVERS THE
CASUALTY NOTICE TO PURCHASER (AND IF NECESSARY, THE CLOSING DATE SHALL BE
EXTENDED TO GIVE PURCHASER THE