TRADE DRESS
OR LOGOS, (B) SUBJECT TO SECTION 1.3, ALL CASH BALANCES OF THE PROJECT OWNER OR
109 WAGON WHEEL AND (C) ANY CLAIM OF THE PROJECT OWNER OR 109 WAGON WHEEL
AGAINST SELLER OR ANY OF ITS AFFILIATES, EXCEPT CLAIMS AGAINST THE GENERAL
CONTRACTOR IF IT IS AN AFFILIATE OF SELLER.
(D)
ACCESS.
DURING THE TERM OF THIS AGREEMENT, PURCHASER AND ITS
AGENTS, CONSULTANTS AND DESIGNEES SHALL HAVE REASONABLE ACCESS TO THE PROJECT
FOR PURPOSES OF OBSERVING, TESTING AND INSPECTING THE WORK.
NO SUCH
OBSERVATION, TEST OR INSPECTION OR FAILURE TO DO SO SHALL RELIEVE SELLER FROM
ITS OBLIGATIONS UNDER THIS AGREEMENT.
IN EXERCISING ITS ACCESS RIGHTS,
PURCHASER SHALL EXERCISE AND SHALL CAUSE ITS DESIGNEES TO EXERCISE DUE CARE TO
NOT MATERIALLY INCREASE THE COST OF THE GENERAL CONTRACTOR'S PERFORMANCE OR TO
DELAY TO ANY MATERIAL EXTENT THE WORK ON THE CONSTRUCTION CONTRACT.
PURCHASER
SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER AND PROJECT OWNER FROM AND
AGAINST ALL LIABILITY, LOSS, COST OR EXPENSE (INCLUDING REASONABLE ATTORNEYS'
FEES AND EXPENSES OF LITIGATION) ARISING FROM ANY WRONGFUL ACTS COMMITTED BY
PURCHASER OR ITS DESIGNEES, AGENTS OR CONSULTANTS WHILE ON THE LAND.
(E)
RENT READY CONDITION.
IF ANY APARTMENT UNIT IS VACATED SEVEN (7)
DAYS OR MORE PRIOR TO CLOSING, THEN, PRIOR TO CLOSING, SELLER SHALL USE
COMMERCIALLY REASONABLE DILIGENCE TO CAUSE THE PROJECT OWNER TO RETURN SUCH UNIT
TO RENTABLE CONDITION IN ACCORDANCE WITH TRAMMEL CROW RESIDENTIAL'S CUSTOMARY
CLEANING, PAINTING, AND REPAIR STANDARDS FOR VACANT UNITS (THE CONDITION OF SUCH
AN APARTMENT UNIT AFTER CLEANING, PAINTING AND REPAIRING IS REFERRED TO HEREIN
AS A "RENT READY CONDITION").
TO THE EXTENT ANY SUCH UNITS ARE NOT IN A RENT
READY CONDITION, THE PURCHASE PRICE SHALL BE CREDITED IN AN AMOUNT EQUAL TO $750
FOR EACH UNIT THAT IS NOT IN A RENT READY CONDITION.
(F)
OWNERSHIP OF THE PROJECT.
UNTIL SUCH TIME AS THE PURCHASE OPTION
HAS EXPIRED SELLER'S SHALL NOT PERMIT PROJECT OWNER TO SELL OR DISPOSE OF THE
PROJECT OR ANY PORTION THEREOF EXCEPT FOR PERMITTED DISPOSITIONS.
FOLLOWING THE
EXPIRATION OF THE PURCHASE OPTION, PROJECT OWNER WILL BE PERMITTED TO SELL THE
PROJECT (IN WHOLE BUT NOT IN PART) TO AN ARMS LENGTH PURCHASER WHO IS NOT AN
AFFILIATE OF SELLER OR TRAMMEL CROW RESIDENTIAL.
UNTIL SUCH TIME AS THE
PURCHASE OPTION HAS EXPIRED AND THE PUT OPTION HAS EXPIRED, SELLER WILL NOT
PERMIT ANY LIENS, ENCUMBRANCES OR OTHER TITLE
9
EXCEPTIONS (OTHER THAN THE PERMITTED EXCEPTIONS AND NORMAL UTILITY EASEMENTS,
SOLELY FOR BENEFIT OF THE PROJECT, INCIDENT TO THE DEVELOPMENT AND OPERATION OF
THE PROJECT) TO ENCUMBER THE LAND OR THE PROJECT.
(G)
SERVICE CONTRACTS.
SELLER WILL NOT PERMIT PROJECT OWNER TO ENTER
INTO ANY SERVICE CONTRACTS OTHER THAN THOSE DESCRIBED ON EXHIBIT F UNLESS EITHER
(I) SUCH SERVICE CONTRACT IS TERMINABLE ON NOT MORE THAN 30 DAYS NOTICE WITHOUT
THE PAYMENT OF ANY TERMINATION FEE OR PENALTY OR (II) SUCH SERVICE CONTRACT HAS
BEEN APPROVED IN WRITING BY PURCHASER.
(H)
UTILITY CONTRACTS.
SELLER WILL NOT PERMIT PROJECT