TO ONE OR MORE PORTFOLIOS, OR TO TERMINATE THIS AGREEMENT IN ITS
ENTIRETY, AND NEITHER PARTY SHALL HAVE ANY FURTHER OBLIGATION TO THE OTHER,
EXCEPT (I) AS PROVIDED IN SECTION 14.1 HEREOF, (II) AND THOSE OBLIGATIONS THAT
EXPRESSLY SURVIVE TERMINATION.
SECTION 14.7.
SELLERS' POST CLOSING OBLIGATIONS. AT CLOSING BUYER AND EACH
SELLER SHALL ENTER INTO AN ESCROW HOLDBACK AGREEMENT (EACH A "POST CLOSING
ESCROW HOLDBACK AGREEMENT") PURSUANT TO WHICH EACH SELLER SHALL DEPOSIT AN
AMOUNT EQUAL TO *** ******* (****) ** *** ******** ***** ALLOCABLE TO SUCH
SELLER'S PROPERTY WITH ESCROW HOLDER, TO BE HELD IN A SEPARATE INTEREST-BEARING
ACCOUNT UNTIL ******** **, ****. NO ACCOUNT OF ANY SELLER SHALL BE AVAILABLE TO
SATISFY CLAIMS AGAINST ANY OTHER SELLER HEREUNDER.
THE FUNDS OF EACH SELLER
SHALL BE RELEASED TO SUCH SELLER ON ******** **, ****, UNLESS BUYER HAS
DELIVERED WRITTEN NOTICE TO SUCH SELLER AND ESCROW HOLDER OF A SPECIFIC CLAIM
AGAINST SUCH SELLER UNDER THIS AGREEMENT SPECIFIED IN REASONABLE DETAIL, IN
WHICH CASE ESCROW HOLDER SHALL RETAIN *** ******* ****** **** ******* (****)
OF
THE REASONABLY ESTIMATED COST TO SATISFY SUCH CLAIM UNTIL THE RESOLUTION OF SUCH
CLAIM.
SECTION 14.8.
SURVIVAL. THE PROVISIONS OF THIS ARTICLE XIV SHALL SURVIVE THE
CLOSING AND THE TERMINATION OF THIS AGREEMENT UNTIL THE SURVIVAL DATE SET FORTH
IN SECTION 24.9(A) HEREOF.
ARTICLE XV.
OPERATION OF PROPERTIES UNTIL CLOSING.
SECTION 15.1.
OPERATION OF THE PROPERTIES. BETWEEN THE EFFECTIVE DATE AND THE
CLOSING DATE:
(A)
SUBJECT TO SECTIONS 15.1(B), (C), (D), (E), (F), (G), (H) AND (I), SELLERS
SHALL CONTINUE TO OPERATE AND MAINTAIN THE PROPERTIES AND TO PURCHASE SUPPLIES
FOR THE PROPERTIES IN THE ORDINARY COURSE OF BUSINESS IN ACCORDANCE WITH PRESENT
BUSINESS PRACTICES. IN NO EVENT SHALL SELLERS BE OBLIGATED TO BUYER, HOWEVER, TO
EXPEND ANY SUMS TO CORRECT ANY VIOLATIONS, OR MAKE ANY CAPITAL IMPROVEMENTS OR
REPAIRS TO CAPITAL IMPROVEMENTS, OR TO OTHERWISE CAUSE THE PROPERTIES TO BE IN
COMPLIANCE WITH ANY LAW, REGULATION OR ORDINANCE.
(B)
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLERS MAY NOT,
WITHOUT THE PRIOR WRITTEN CONSENT OF BUYER IN EACH INSTANCE (WHICH CONSENT SHALL
NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED), (I) CANCEL OR TERMINATE
ANY LEASE (OTHER THAN FOR A DEFAULT THEREUNDER BY A PARTY OTHER THAN ANY
SELLER), (II) RENEW OR EXTEND ANY LEASE (OTHER THAN IN ACCORDANCE WITH THE
LEASING GUIDELINES FOR EACH PROPERTY ANNEXED AS EXHIBIT Y, OR PURSUANT TO THE
TERMS OF OPTIONS OR EXTENSIONS SET FORTH IN ANY EXISTING LEASE) OR (III) ENTER
INTO ANY NEW LEASE OTHER THAN IN ACCORDANCE WITH THE LEASING GUIDELINES FOR EACH
PROPERTY ANNEXED AS EXHIBIT Y. EACH SUCH SELLER SHALL HAVE THE RIGHT TO SUE
TENANTS AND TO COLLECT SUCH DELINQUENCIES, BUT NO ACTION SHALL BE TAKEN TO
DISPOSSESS ANY SUCH TENANT FOLLOWING CLOSING. SELLER SHALL BE ENTITLED TO ANY
MONETARY AWARDS RESULTING SUCH SUITS (LESS REASONABLE ALLOCATION OF COSTS AND
EXPENSES FOR ATTORNEYS' FEES)
45
FOR RENTS PERTAINING TO THE THREE MONTH PERIOD PRIOR TO THE CLOSING DATE, AND
FOR OPERATING