BE RELIEVED AND RELEASED FROM ANY LIABILITY OR OBLIGATION UNDER THIS
AGREEMENT, OR (Y) INSTITUTE AN ACTION IN INTERPLEADER OR OTHER SIMILAR ACTION
PERMITTED BY STAKEHOLDERS IN THE STATE OF NEW YORK, OR (Z) INTERPLEAD ANY OF THE
PARTIES IN ANY ACTION OR
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PROCEEDING WHICH MAY BE BROUGHT TO DETERMINE THE RIGHTS OF THE PARTIES TO ALL OR
ANY PART OF THE DEPOSIT;
(IX)
ESCROWEE SHALL NOT HAVE ANY LIABILITY OR OBLIGATION FOR LOSS OF
ALL OR ANY PORTION OF THE DEPOSIT BY REASON OF THE INSOLVENCY OR FAILURE OF THE
INSTITUTION OF DEPOSITORY WITH WHOM THE ESCROW ACCOUNT IS MAINTAINED;
(X)
PURCHASER ACKNOWLEDGES THAT ESCROWEE REPRESENTS SELLER AS LEGAL
COUNSEL IN THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND, PURCHASER HEREBY
IRREVOCABLY AGREES AND CONSENTS TO ESCROWEE'S CONTINUED REPRESENTATION OF SELLER
IN THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND/OR IN THE EVENT OF ANY
DISPUTE HEREUNDER.
(XI)
IN THE EVENT THAT THE DEPOSIT IS TO BE RELEASED TO SELLER OR
PURCHASER PURSUANT TO THE TERMS HEREOF, THE SAME SHALL BE EFFECTUATED PROMPTLY
BY THE ESCROWEE.
20.
PRIOR TO CLOSING.
(A)
INSURANCE.
UNTIL CLOSING, SELLER OR SELLER'S AGENTS SHALL KEEP
THE PROPERTY INSURED AGAINST FIRE AND OTHER HAZARDS COVERED BY EXTENDED COVERAGE
ENDORSEMENT AND COMPREHENSIVE PUBLIC LIABILITY INSURANCE AGAINST CLAIMS FOR
BODILY INJURY, DEATH AND PROPERTY DAMAGE OCCURRING IN, ON OR ABOUT THE PROPERTY,
IN ACCORDANCE WITH ITS INSURANCE POLICIES OF SELLER CURRENTLY IN EFFECT.
(B)
OPERATION.
UNTIL CLOSING, SELLER OR SELLER'S AGENTS SHALL OPERATE
AND MAINTAIN THE PROPERTY SUBSTANTIALLY IN ACCORDANCE WITH SELLER'S CURRENT
PRACTICES WITH RESPECT TO THE OPERATION AND MAINTENANCE OF THE PROPERTY, AND
DELIVER THE PROPERTY TO PURCHASER AT CLOSING IN ITS CONDITION AS OF THE DATE
HEREOF, NORMAL WEAR AND TEAR AND THE PROVISIONS OF SECTION 10 EXCEPTED.
(C)
EXISTING LEASE.
UNTIL CLOSING, SELLER SHALL (I) USE GOOD FAITH
EFFORTS TO COMPLY WITH THE TERMS OF THE EXISTING LEASE AND PREVENT ANY DEFAULT
THEREUNDER WHICH REASONABLY COULD IMPACT ON THE ABILITY OF SELLER TO CONSUMMATE
THE TRANSACTIONS CONTEMPLATED HEREUNDER, (II) NOT ASSIGN, MODIFY, AMEND OR
TERMINATE THE EXISTING LEASE OR ANY SUBLEASE WITHOUT PURCHASER'S CONSENT, AND
(III) PROMPTLY FURNISH TO PURCHASER A COPY OF ANY WRITTEN NOTICES FROM THE
LESSOR ALLEGING ANY DEFAULT BY SELLER UNDER THE EXISTING LEASE.
(D)
LESSOR ESTOPPEL.
SELLER SHALL (I) NOT LESS THAN THIRTY (30) DAYS
PRIOR TO THE ESCROW CLOSING, REQUEST IN WRITING AN ESTOPPEL CERTIFICATE FROM
LESSOR PURSUANT TO AND IN ACCORDANCE WITH THE TERMS OF SECTION 27 OF THE
EXISTING LEASE (A "LESSOR ESTOPPEL"), (II) DILIGENTLY PURSUE SELLER'S RIGHTS AND
REMEDIES UNDER THE EXISTING LEASE WITH RESPECT TO ENFORCING LESSOR'S OBLIGATION
TO DELIVER THE LESSOR ESTOPPEL, AND (III) FURNISH A COPY OF THE LESSOR ESTOPPEL
TO PURCHASER PROMPTLY FOLLOWING RECEIPT THEREOF.
(E)
NEW CONTRACTS.
BETWEEN THE DATE HEREOF AND THE CLOSING, SELLER
WILL NOT ENTER INTO ANY NEW CONTRACTS WHICH WOULD BE BINDING UPON PURCHASER AT
CLOSING.
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(F)
NEW SUBLEASES; SUBLEASE EXTENSIONS.
BETWEEN THE DATE OF THIS AGREEMENT AND THE CLOSING, SELLER WILL NOT