shall survive any termination of this Agreement.
7.4
REAFFIRMATION.
SUBJECT TO THE PROVISIONS OF SECTION 7.3, AT
CLOSING SELLER SHALL BE DEEMED TO HAVE REAFFIRMED THAT THE REPRESENTATIONS AND
WARRANTIES OF SELLER IN THIS SECTION 7 ARE TRUE AND CORRECT, EXCEPT THAT SELLER
SHALL BE DEEMED TO HAVE REAFFIRMED THAT THOSE REPRESENTATIONS
20
AND WARRANTIES SET FORTH IN SECTIONS 7.1.3, 7.1.8, 7.1.9 AND 7.1.13 ARE TRUE AND
COMPLETE, IN ALL MATERIAL RESPECTS.
AT CLOSING, BUYER SHALL BE DEEMED TO HAVE
REAFFIRMED THAT THE REPRESENTATIONS AND WARRANTIES OF BUYER IN THIS SECTION 7
ARE TRUE AND CORRECT.
SECTION 8.
OPERATIONS PENDING CLOSING.
SELLER, AT ITS EXPENSE, SHALL USE REASONABLE EFFORTS TO (A) MAINTAIN THE
PROPERTY UNTIL THE CLOSING OR UNTIL THE TERMINATION OF THIS AGREEMENT, WHICHEVER
IS EARLIER, SUBSTANTIALLY IN THE SAME CONDITION AS EXISTS ON THE EFFECTIVE DATE,
AND SUBJECT TO ORDINARY WEAR AND TEAR, DAMAGE BY FIRE OR OTHER CASUALTY AND
CONDEMNATION EXCEPTED; AND (B) TO COMPLY, IN ALL MATERIAL RESPECTS, WITH, AND TO
ENFORCE, ALL OF THE LEASES (BUT WITHOUT AN OBLIGATION TO FILE SUIT AGAINST ANY
OF THE TENANTS).
SELLER SHALL DELIVER TO BUYER A COPY OF ANY WRITTEN NOTICE OF
DEFAULT DELIVERED BY SELLER TO ANY TENANT FROM AND AFTER THE EFFECTIVE DATE.
AFTER THE EFFECTIVE DATE, WITHOUT BUYER'S CONSENT, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD (PROVIDED, HOWEVER, BUYER'S CONSENT SHALL BE DEEMED
GRANTED IN THE EVENT BUYER DOES NOT OBJECT IN WRITING THERETO WITHIN FIVE (5)
DAYS AFTER SELLER REQUESTS SUCH CONSENT FROM BUYER), SELLER WILL NOT ENTER INTO
ANY (A) CONTRACT FOR SERVICE TO THE PROPERTY UNLESS IT IS TERMINABLE WITHOUT
PENALTY ON NO MORE THAN THIRTY (30) DAYS WRITTEN NOTICE (EXCEPT THAT SELLER MAY
ENTER INTO ANY SUCH CONTRACT IN RESPONSE TO ANY CONDITION OR EVENT WHICH WOULD,
IN SELLER'S GOOD FAITH DETERMINATION, ENDANGER THE SAFETY OR INTEGRITY OF THE
IMPROVEMENTS, PROVIDED THAT BUYER SHALL HAVE NO OBLIGATION TO ASSUME ANY SUCH
CONTRACT UNLESS BUYER APPROVES OF SUCH CONTRACT IN WRITING), OR (B) ANY NEW
LEASE OR ANY MODIFICATION, AMENDMENT, RESTATEMENT, TERMINATION, OR RENEWAL OF
ANY LEASE EXCEPT FOR NON-BINDING LETTERS OF UNDERSTANDING, CERTIFICATES, PUNCH
LISTS AND OTHER DOCUMENTS EXPRESSLY AND SPECIFICALLY CONTEMPLATED BY THE
APPLICABLE LEASE, PROVIDED SUCH LEASE WAS EITHER IN EFFECT ON OR PRIOR TO THE
EFFECTIVE DATE OR IS OTHERWISE APPROVED BY BUYER IN ACCORDANCE WITH THIS SECTION
8, OR (C) ANY AGREEMENT PURSUANT TO WHICH BUYER SHALL BE REQUIRED TO PAY A
LEASING BROKERAGE COMMISSION TO EITHER OR BOTH OF SELLER AND A THIRD PARTY IN
CONNECTION WITH ANY NEW LEASE OR THE AMENDMENT OF ANY LEASE IN EFFECT ON THE
EFFECTIVE DATE, IF SUCH AMENDMENT EITHER RENEWS AND EXTENDS THE TERM OF THE
LEASE IN EFFECT ON THE EFFECTIVE DATE OR EXPANDS THE LEASED PREMISES UNDER SUCH
LEASE IN EFFECT ON THE EFFECTIVE DATE.
SELLER SHALL PROMPTLY DELIVER TO BUYER
OR MAKE AVAILABLE TO BUYER A TRUE AND COMPLETE COPY OF ANY ITEM IN (A) OR (C),
AND THE DEAL TERMS FOR ANY DOCUMENT DESCRIBED