COMPANIES IN
CONNECTION WITH SUCH SERVICES.
(II)
ENERGY SERVICES CONTRACTS.
AS OF THE EFFECTIVE DATE, PURCHASER
HAS NOTIFIED THE ELECTRICAL ENERGY PROVIDER, WHICH PROVIDES ELECTRICITY SERVICES
TO THE REAL PROPERTY ("CHAMPION") OF PURCHASER'S DESIRE TO RECEIVE AN ASSIGNMENT
OF THOSE CERTAIN ELECTRICITY SERVICES CONTRACTS BETWEEN SELLER AND CHAMPION (THE
"ENERGY CONTRACTS") LISTED ON EXHIBITS E-1, E-2 AND E-3 ATTACHED HERETO.
PURCHASER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN SUCH CONSENT TO
ASSIGNMENT FROM CHAMPION ON OR BEFORE THE CLOSING DATE, AND SELLER SHALL
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COOPERATE WITH SUCH EFFORTS.
IF CHAMPION PROVIDES ITS WRITTEN CONSENT TO THE
ASSIGNMENT OF THE ENERGY CONTRACTS TO PURCHASER (THE "CONSENT") ON OR BEFORE THE
CLOSING DATE, THEN SELLER SHALL ASSIGN TO PURCHASER AND PURCHASER SHALL ASSUME
THE ENERGY CONTRACTS AT CLOSING PURSUANT TO THE ASSIGNMENT AND ASSUMPTION
AGREEMENTS, AND THE COSTS UNDER THE ENERGY CONTRACTS FOR THE MONTH IN WHICH
CLOSING OCCURS SHALL BE PRORATED BETWEEN PURCHASER AND SELLER AS PROVIDED IN
SECTION 13(D) BELOW.
IF PURCHASER DOES NOT OBTAIN THE CONSENT ON OR BEFORE THE
CLOSING DATE, THEN, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT, THE ENERGY CONTRACTS SHALL NOT BE ASSIGNED TO PURCHASER AT CLOSING;
AND, INSTEAD, AT CLOSING PURCHASER SHALL CREDIT SELLER WITH AN AMOUNT EQUAL TO
THIRTY (30) DAYS OF THE COST OF SUCH ENERGY SERVICES UNDER THE ENERGY CONTRACTS
BASED UPON EXHIBIT A TO THE ENERGY CONTRACTS AND THE MOST RECENT BILLING UNDER
THE ENERGY CONTRACTS (THE "ENERGY ESTIMATE").
FOLLOWING CLOSING, THE ENERGY
CONTRACTS SHALL REMAIN IN EXISTENCE AND SHALL NOT BE TERMINATED, AND PURCHASER
SHALL CONTINUE TO USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN THE CONSENT.
IF
PURCHASER PROVIDES SELLER WITH THE CONSENT WITHIN TWENTY-ONE (21) DAYS FOLLOWING
THE CLOSING, SELLER SHALL PROMPTLY ASSIGN THE ENERGY CONTRACTS TO PURCHASER BY
AMENDING THE EXHIBITS TO THE ASSIGNMENT AND ASSUMPTION AGREEMENTS TO INCLUDE THE
ENERGY CONTRACTS AND UPON THE TRUE-UP OF OTHER ESTIMATED, PRORATED EXPENSES AS
DESCRIBED IN SECTION 13(I) BELOW, SELLER SHALL PAY TO PURCHASER ANY PORTION OF
THE ENERGY ESTIMATE WHICH WAS NOT PAID OR IS NOT DUE AND OWING TO CHAMPION FOR
ENERGY SERVICES TO THE PROPERTY FOR THE PERIOD OF TIME FOLLOWING THE CLOSING AND
PRIOR TO THE ASSIGNMENT OF THE ENERGY CONTRACTS TO PURCHASER..
IF PURCHASER
DOES NOT PROVIDE SELLER WITH THE CONSENT ON OR BEFORE THE DATE THAT IS
TWENTY-ONE (21) DAYS FOLLOWING THE CLOSING DATE, THEN SELLER MAY TERMINATE THE
ENERGY CONTRACTS AND SHALL HAVE NO FURTHER OBLIGATIONS TO PURCHASER IN
CONNECTION WITH THE ENERGY CONTRACTS.
IN THE EVENT THE ENERGY CONTRACTS ARE NOT
ASSIGNED TO PURCHASER ON THE CLOSING DATE, PURCHASER HEREBY AGREES TO INDEMNIFY,
HOLD HARMLESS AND DEFEND SELLER, ITS AFFILIATES, AND ITS AND OFFICERS,
DIRECTORS, AFFILIATES, AGENTS AND EMPLOYEES, AGAINST AND FROM ANY AND ALL
CLAIMS, DEMANDS, COSTS, EXPENSES, CAUSES OF ACTION, JUDGMENTS, AND LIABILITIES
(INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND COSTS) WHICH
ARISE IN CONNECTION WITH OR ACCRUE UNDER THE ENERGY CONTRACTS FOLLOWING THE
CLOSING.
THE TERMS AND PROVISIONS OF THIS SECTION 13(C)(II) SHALL SURVIVE THE
CLOSING.