SAME TO BE
DISCHARGED OF RECORD.
NOTWITHSTANDING THE FOREGOING, TRANSFERORS SHALL NOT BE
REQUIRED TO REMOVE ANY LIENEVIDENCING THE EXISTING FINANCING WITH SENIOR LENDER
WHICH IS BEING ASSUMED BY TRANSFEREE.
7
(D)
OWNER'S POLICY OF TITLE INSURANCE.
AT CLOSING, TRANSFEROR SHALL
CAUSE THE TITLE COMPANY TO ISSUE TO TRANSFEREE THE TITLE POLICY COVERING THE
PROJECT, IN THE FULL AMOUNT OF THE APPRAISED VALUE OF THE PROJECT, ON THE FORM
CUSTOMARILY USED IN THE AREA IN WHICH THE PROJECT IS LOCATED, INSURING THAT
TRANSFEREE IS THE OWNER OF THE LEASEHOLD TITLE TO THE PROJECT, SUBJECT ONLY TO
THE PERMITTED EXCEPTIONS, AND WITH THE STANDARD PRINTED EXCEPTIONS MODIFIED AS
FOLLOWS: (A) THE EXCEPTION FOR RESTRICTIVE COVENANTS SHALL EITHER BE DELETED OR
SHALL LIST SPECIFIC RESTRICTIONS; (B) THE EXCEPTION FOR AD VALOREM TAXES SHALL
REFLECT ONLY TAXES FOR THE CURRENT YEAR AND SUBSEQUENT YEARS, AND SUBSEQUENT
ASSESSMENTS FOR PRIOR YEARS DUE TO CHANGES IN LAND USAGE OR OWNERSHIP, AND SHALL
BE ENDORSED "NOT YET DUE AND PAYABLE"; (C) THERE SHALL BE NO EXCEPTION FOR
"VISIBLE AND APPARENT EASEMENTS," FOR "PUBLIC OR PRIVATE ROADS" OR THE LIKE; (D)
THERE SHALL BE NO EXCEPTION FOR "RIGHTS OF PARTIES IN POSSESSION," ALTHOUGH
THERE MAY BE AN EXCEPTION FOR LEASES SPECIFICALLY DESCRIBED IN THE TITLE POLICY
AND FOR TENANTS AS TENANTS ONLY UNDER RESIDENTIAL LEASES AND UNDER RETAIL
LEASES; AND (E) ANY REFERENCE TO SUBMITTING CLAIMS UNDER THE TITLE POLICY TO
ARBITRATION SHALL BE DELETED.
1.8
ACTIONS OF THE PARTIES PENDING CLOSING.
(A)
REASONABLE BEST EFFORTS.
EACH OF THE PARTIES WILL USE THEIR
REASONABLE BEST EFFORTS TO OBTAIN ALL NECESSARY CONSENTS AND APPROVALS AND TO
CAUSE THE CONDITIONS TO THE OBLIGATIONS OF THE PARTIES HEREUNDER TO BE SATISFIED
AND TO CAUSE THE CLOSING TO BE CONSUMMATED AS PROMPTLY AS PRACTICABLE, AND WILL
COOPERATE WITH ONE ANOTHER IN CONNECTION WITH THE FOREGOING.
(B)
CONDUCT OF BUSINESS.
THE TRANSFERORS SHALL, AT THEIR EXPENSE
(TAKING INTO ACCOUNT THE USE BY THE PROJECT OWNER OF THE PROCEEDS OF THE
CONSTRUCTION LOAN TO FUND SUCH CONSTRUCTION), CAUSE THE PROJECT OWNER TO
CONSTRUCT AND COMPLETE THE PROJECT ON THE LAND, IN SUBSTANTIAL ACCORDANCE WITH
THE PLANS AND IN ACCORDANCE WITH THE REQUIREMENTS OF THE MEZZANINE LOAN.
FROM
THE EXECUTION OF THIS AGREEMENT UNTIL THE CLOSING, TRANSFERORS WILL CAUSE THE
PROJECT OWNER TO OPERATE IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH THE
PRUDENT CONSTRUCTION AND OPERATION OF THE PROJECT AND IN ACCORDANCE THE
REQUIREMENTS OF THE MEZZANINE LOAN. WITHOUT LIMITATION, THE PROJECT OWNER SHALL
NOT TAKE ANY ACTION, OR FAIL TO TAKE ANY ACTION, AS A RESULT OF WHICH ANY OF THE
CHANGES OR EVENTS LISTED IN SECTION 2.10(A) ("CHANGES") WOULD OCCUR.
TRANSFERORS SHALL MAINTAIN AND PRESERVE THE PROJECT OWNER AND ITS BUSINESS,
FRANCHISES AND AUTHORIZATIONS, AND USE COMMERCIALLY REASONABLE EFFORTS TO
MAINTAIN AND PRESERVE ITS PROSPECTS, GOODWILL AND ADVANTAGEOUS BUSINESS
RELATIONSHIPS.
TRANSFERORS WILL CAUSE PROJECT OWNER TO (I) MAINTAIN AND OPERATE
THE PROJECT IN A MANNER CONSISTENT WITH THAT OF A FIRST CLASS STUDENT LIVING
FACILITY, REASONABLE WEAR AND TEAR AND