WHICH CONSENT SHALL
NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED.
DURING THE PERIOD OF TIME
FROM THE EFFECTIVE DATE TO THE CLOSING DATE, IF SELLER TERMINATES THE LAUNDRY
ROOM CONTRACT, SELLER SHALL NOT, WITHOUT FIRST OBTAINING THE WRITTEN CONSENT OF
PURCHASER, ENTER INTO A NEW CONTRACT FOR THE LAUNDRY ROOMS AT THE PROPERTY
UNLESS SUCH NEW CONTRACT IS TERMINABLE UPON THIRTY (30) DAYS PRIOR WRITTEN
NOTICE WITHOUT ADDITIONAL CHARGE OR PENALTY (UNLESS SUCH NEW LAUNDRY ROOM
CONTRACT IS WITH MAC-GRAY SERVICES, INC. AND SUCH ADDITIONAL CHARGE OR PENALTY
IS FOR REMOVAL OF LAUNDRY ROOM EQUIPMENT ON TERMS SIMILAR TO THE SAME
REQUIREMENT IN THE LAUNDRY ROOM CONTRACT).
7.2
GENERAL OPERATION OF PROPERTY.
EXCEPT AS SPECIFICALLY SET
FORTH IN THIS ARTICLE 7, SELLER SHALL OPERATE THE PROPERTY AFTER THE EFFECTIVE
DATE IN THE ORDINARY COURSE OF BUSINESS IN ACCORDANCE WITH ITS PAST PRACTICES,
AND EXCEPT AS NECESSARY IN SELLER'S SOLE DISCRETION TO ADDRESS (A) ANY LIFE OR
SAFETY ISSUE AT THE PROPERTY OR (B) ANY OTHER MATTER WHICH IN SELLER'S
REASONABLE DISCRETION MATERIALLY ADVERSELY AFFECTS THE USE, OPERATION OR VALUE
OF THE PROPERTY, SELLER WILL NOT MAKE ANY MATERIAL ALTERATIONS TO THE PROPERTY
OR REMOVE ANY MATERIAL FIXTURES AND TANGIBLE PERSONAL PROPERTY WITHOUT THE PRIOR
WRITTEN CONSENT OF PURCHASER WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD,
DENIED OR DELAYED.
7.3
LIENS.
SELLER COVENANTS THAT IT WILL NOT VOLUNTARILY CREATE OR
CAUSE ANY LIEN OR ENCUMBRANCE (INCLUDING ANY UTILITY EASEMENTS AND TEMPORARY
CONSTRUCTION EASEMENTS) TO ATTACH TO THE PROPERTY BETWEEN THE EFFECTIVE DATE AND
THE CLOSING DATE (OTHER THAN LEASES AND PROPERTY CONTRACTS AS PROVIDED IN
SECTION 7.1) UNLESS PURCHASER REASONABLY APPROVES SUCH LIEN OR ENCUMBRANCE,
WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED.
IF PURCHASER
APPROVES ANY SUCH SUBSEQUENT LIEN OR ENCUMBRANCE, THE SAME SHALL BE DEEMED A
PERMITTED ENCUMBRANCE FOR ALL PURPOSES HEREUNDER.
7.4
RENT-READY UNITS.
SELLER AGREES THAT, AT THE CLOSING,
PURCHASER SHALL RECEIVE A CREDIT AGAINST THE PURCHASE PRICE FOR THE PROPERTY IN
AN AMOUNT EQUAL TO THE PRODUCT OF (A) THE NUMBER OF TENANT UNITS ON THE DATE OF
THE CLOSING THAT ARE VACANT (AND HAVE BEEN VACANT FOR MORE THAN 4 DAYS PRIOR TO
THE CLOSING) AND NOT IN RENT-READY CONDITION, AND (B) $700.00.
7.5
LISTINGS AND OTHER OFFERS.
DURING THE TERM OF THIS CONTRACT,
SELLER WILL NOT LIST THE PROPERTY WITH ANY BROKER (OTHER THAN BROKER) OR
OTHERWISE SOLICIT OR MAKE OR ACCEPT ANY OFFERS TO SELL THE PROPERTY, ENGAGE IN
ANY DISCUSSIONS OR NEGOTIATIONS WITH ANY THIRD PARTY WITH RESPECT TO THE SALE OR
OTHER DISPOSITION OF THE PROPERTY, OR ENTER INTO ANY CONTRACTS OR AGREEMENTS
(WHETHER BINDING OR NOT) REGARDING ANY DISPOSITION OF THE PROPERTY.
ARTICLE VIII
CONDITIONS PRECEDENT TO CLOSING
8.1
PURCHASER'S CONDITIONS TO CLOSING.
SUBJECT TO THE PROVISIONS
OF THIS SECTION 8.1, PURCHASER'S OBLIGATION TO CLOSE UNDER THIS CONTRACT SHALL
BE SUBJECT TO AND CONDITIONED UPON THE FULFILLMENT OF EACH AND ALL OF THE
FOLLOWING CONDITIONS PRECEDENT:
8.1.1
ALL OF THE DOCUMENTS REQUIRED TO BE DELIVERED BY SELLER TO
PURCHASER