Common use of Actions and Operations Pending Closing Clause in Contracts

Actions and Operations Pending Closing. Seller agrees that at all times prior to the Closing Date, subject to the terms of the Existing Marriott Agreements and to conditions beyond Seller's reasonable control: (a) The Hotel will continue to be operated and maintained substantially in accordance with present standards. (b) Seller will not consent to any new Space Lease, or consent to any cancellation, modification or renewal of any Space Lease, without, in each instance, the prior written consent of Purchaser, which Purchaser shall not unreasonably withhold, condition or delay. After the expiration of the Due Diligence Expiration Date, Seller will not enter into any new Hotel Contract (as opposed to the renewal of an existing Hotel Contract) which is not terminable on not more than 60 days prior notice without penalty, without, in each instance, the prior written consent of Purchaser. If Purchaser fails to respond to a request for consent within ten (10) days after receipt of such request, such consent shall be deemed given. (c) Seller shall have the right, without notice to or consent of Purchaser, to make Bookings in the ordinary course of business, at no less than the Hotel's standard rates, including customary discounted rates. (d) Seller shall use commercially reasonable efforts to preserve in force all existing Permits and to cause all those expiring to be renewed prior to the Closing Date. If any such Permit shall be suspended or revoked, Seller shall promptly notify Purchaser and shall take all commercially reasonable measures necessary to cause the reinstatement of such Permit. (e) Seller will maintain in effect until the Closing all policies of casualty and liability insurance, or similar policies of insurance, with the same limits of coverage which it now carries with respect to the Hotel. (f) Seller will not enter into or consent to any union contracts or collective bargaining agreements without the prior written consent of Purchaser, not to be unreasonably withheld, conditioned or delayed.

Actions and Operations Pending Closing. Seller agrees that at all times prior to -------------------------------------- from the date hereof through the Closing Date, subject to the terms of the Existing Marriott Agreements and to conditions beyond Seller's reasonable control: (a) The Hotel Except as may be provided to the contrary herein, the Property will continue to be operated and maintained substantially in accordance with the Seller's present standardsstandards (except to the extent failure to so maintain such Property is due to the tenant's breach of its obligations under the Lease). (b) the Seller shall perform or cause to be performed all obligations of the landlord under the Lease, all obligations of Seller under the Contracts to which it is a party and all licenses and permits, all obligations of Seller under the Legal Requirements applicable to the Property, and all obligations of the mortgagor under the any mortgage affecting the Property, to and including the Closing Date or termination of this Agreement. From the date hereof to the Closing Date or earlier termination of this Agreement, Seller shall operate and manage the Property in the same manner as it has been operated and managed heretofore, provided that during said period, without the prior written consent of Purchaser (except as indicated below), Seller shall not do, suffer or permit, or agree to do, any of the following: (i) Enter into any transaction with respect to or affecting the Property out of the ordinary course of business; (ii) Sell, lease, encumber or grant any interest in the Property or any part thereof in any form or manner whatsoever; or (iii) Remove from the Real Property any of the fixtures thereon or any of the Personalty. (c) Seller will not consent to enter into any new Space Leasecontracts affecting the Property, or consent to cancel, modify or renew any cancellationexisting Contracts, modification or renewal of any Space Lease, without, in each instance, without the prior written consent of Purchaser, which Purchaser consent shall not be unreasonably withhold, condition or delaywithheld. After the expiration of the Due Diligence Expiration Date, Seller will not enter into any new Hotel Contract (as opposed to the renewal of an existing Hotel Contract) which is not terminable on not more than 60 days prior notice without penalty, without, in each instance, the prior written consent of Purchaser. If Purchaser fails to respond to a request for consent within ten (10) days after receipt of such request, such consent shall be deemed given. (c) Seller shall have the rightcomply with all applicable terms, without notice to or consent provisions and obligations of Purchaser, to make Bookings Seller contained in the ordinary course of business, at no less than the Hotel's standard rates, including customary discounted ratesContracts and any other contractual arrangements referred to in this Agreement applicable to Seller. (d) Seller shall use commercially reasonable efforts to preserve in force all existing Permits and to cause all those expiring to be renewed notify Purchaser promptly if Seller becomes aware of any transaction or occurrence prior to the Closing Date. If Date which would make any such Permit shall be suspended of the representations or revoked, warranties of Seller shall promptly notify Purchaser and shall take all commercially reasonable measures necessary to cause the reinstatement of such Permitcontained in Section 4.1 untrue in any material respect. (e) Seller will maintain in effect until the Closing all policies of casualty and liability insurance, or similar policies of insurance, with the same limits of coverage which it they now carries carry with respect to the HotelProperty. (f) Seller will not enter into or consent to any union contracts or collective bargaining agreements without the prior written consent of Purchaser, not to be unreasonably withheld, conditioned or delayed.

Actions and Operations Pending Closing. Seller agrees that at all times prior to the Closing Date, subject to the terms of the Existing Marriott Agreements and to conditions beyond Seller's reasonable control: (a) The Subject to conditions beyond Seller’s reasonable control, the Hotel will continue to be operated and maintained substantially in accordance with present standardspractices. (b) From and after the expiration of the Inspection Period, Seller will not consent to enter into any new Material Contract or Space Lease, or consent to cancel, modify, or renew any cancellationexisting Material Contract that is not cancelable upon thirty (30) days notice, modification or renewal of any Space Lease, without, in each instance, without the prior written consent of Purchaser, which Purchaser consent shall not be unreasonably withholdwithheld, condition conditioned or delay. After the expiration of the Due Diligence Expiration Date, Seller will not enter into any new Hotel Contract (as opposed to the renewal of an existing Hotel Contract) which is not terminable on not more than 60 days prior notice without penalty, without, in each instance, the prior written consent of Purchaserdelayed. If Purchaser fails to respond to a request for consent within ten (10) days after receipt of such request, such consent shall be deemed given. (c) Seller shall have the right, without notice to or consent of Purchaser, to make Bookings in the ordinary course of business, at no less than the Hotel's ’s standard rates, rates including customary discounted rates. (d) Seller shall use commercially reasonable efforts to preserve in force all existing Permits and to cause all those expiring on or before the Closing Date to be renewed prior to the Closing Date. If any such Permit shall be suspended or revoked, Seller shall promptly notify Purchaser and shall take all commercially reasonable measures necessary to cause the reinstatement of such Permit. (e) Seller will maintain in effect until the Closing all policies of casualty and liability insurance, or similar policies of insurance, with the same limits of coverage which it now carries with respect to the Hotel. (f) Seller will shall not enter into remove any furniture, fixtures, furnishings or consent to equipment located, installed or used in the Hotel as of the date hereof (except Excluded Assets, if applicable) other than in the ordinary course of business. (g) Seller shall provide copies of any union contracts notices received by governmental or collective bargaining agreements without the prior written consent quasi-governmental organizations regarding any violations of Purchaser, not to be unreasonably withheld, conditioned or delayedLegal Requirements.

Actions and Operations Pending Closing. Seller agrees that at all times prior to after the Effective Date and until the Closing Date, subject to the terms of the Existing Marriott Agreements and to conditions beyond Seller's reasonable control: (a) The Hotel will continue to be operated and maintained substantially in accordance with present standards; and Seller shall not (except with Buyer’s prior written approval) cause, approve or permit any material change in the operations of the Hotel, including (without limitation): (i) reduction in inventories of Consumables to levels below those maintained at the Hotel during the preceding 12 months (taking into account any seasonal fluctuations), (ii) material changes in current levels of guest, room and other services at the Hotel, (iii) any material reduction in current sales and marketing efforts with respect to the Hotel, (iv) deferral of scheduled or routine maintenance, repair and replacement of the Improvements or Fixtures and Tangible Personal Property, (v) any material reduction in staff at the Hotel or the transfer of the general manager, any department head or any other executive staff, and (vi) filing of any notice of protest or appeal against, or commencement of any proceeding to recover, any property tax assessments against the Hotel. (b) Seller will not consent to any new Space Lease, or consent to any cancellation, modification or renewal From the date of any Space Lease, without, in each instance, the prior written consent of Purchaser, which Purchaser shall not unreasonably withhold, condition or delay. After the expiration of the Due Diligence Expiration Datethis Agreement, Seller will not enter into any new Hotel Contract, Employment Contract (as opposed to the renewal of an or Space Lease or create any Title Defect or, or cancel, modify, extend or renew any existing Hotel Contract) which is not terminable on not more than 60 days prior notice , Employment Contract or Space Lease, without penalty, without, in each instance, the prior written consent of Purchaser. If Purchaser fails to respond to a request for , which consent within ten (10) days after receipt of such request, such consent shall may be deemed givengranted or withheld in Purchaser’s sole discretion. (c) Seller shall have the right, without notice to or consent of Purchaser, to make Bookings in the ordinary course of business, at no less than the Hotel's ’s standard rates, rates including customary discounted rates. Seller shall entertain in good faith Purchaser’s suggestions relating to the policy of the Hotel with respect to future Bookings and extension of credit. (d) Seller shall use commercially reasonable efforts to preserve in force all existing Permits and to cause all those expiring to be renewed prior to the Closing Date. If any such Permit shall expire or be suspended or revoked, Seller shall promptly so notify Purchaser and shall take all commercially reasonable measures necessary to cause the reinstatement of such PermitPermit without any additional limitation or condition. (e) Seller shall not do or voluntarily suffer any act which would result in any of the representations or warranties contained in Section 5.01 not being materially correct as of Closing. Seller shall notify Purchaser promptly if Seller becomes aware of any transaction or occurrence prior to the Closing Date which would make any of the representations or warranties of Seller contained in Section 5.01 not correct in any material respect. (f) Seller will maintain in effect until the Closing effect, all policies of casualty and liability insurance, or similar policies of insurance, with the same limits of coverage which it now carries with respect to the Hotel. (fg) Seller will not enter into dispose of any of the Property, except that Fixtures and Tangible Personal Property may be disposed of in the ordinary course of business and in accordance with this Agreement, provided that the disposed item is replaced by Seller with an item of equal (or consent better) quality and utility. Seller shall cause Manager to any union contracts comply with this Section 11.01 during the period between the Effective Date and the Closing or collective bargaining agreements without the prior written consent termination of Purchaser, not to be unreasonably withheld, conditioned or delayedthis Agreement.

Actions and Operations Pending Closing. Seller agrees that at all times prior to the Closing Date, subject to the terms of the Existing Marriott Agreements Management Agreement and to conditions beyond Seller's ’s reasonable control: (a) The Hotel will continue to be operated and maintained substantially in accordance with present standardsPresent Standards. (b) Seller will not consent to enter into any new Space Lease, or consent to any cancellation, modification or renewal of any Space Lease, without, in each instance, the prior written consent of Purchaser, which Purchaser shall not unreasonably withhold, condition or delay. After the expiration of the Due Diligence Expiration Date, Seller will not enter into any new Hotel Contract (as opposed to the renewal of an existing Hotel Contract) which is not terminable on not more than 60 30 days prior notice without penalty, without, in each instance, the prior written consent of Purchaser. If Purchaser fails to respond to a request for consent within ten (10) days after receipt of such request, such consent shall be deemed given. (c) Seller shall have the right, without notice to or consent of Purchaser, to make Bookings in the ordinary course of business, at no less than the Hotel's ’s standard rates, including customary discounted rates. (d) Seller shall use commercially reasonable efforts to preserve in force all existing Permits and to cause all those expiring on or before the Closing Date to be renewed prior to the Closing Date. If any such Permit shall be suspended or revoked, Seller shall promptly notify Purchaser and shall take all commercially reasonable measures necessary to cause the reinstatement of such Permit. (e) Seller will maintain in effect until the Closing all policies of casualty and liability insurance, or similar policies of insurance, with the same limits of coverage which it now carries with respect to the Hotel. (f) Seller will not enter into or consent to any union contracts or collective bargaining agreements without the prior written consent of Purchaser, not to be unreasonably withheld, conditioned or delayed. (g) Seller will not remove any Fixtures and Tangible Personal Property from the Property (other than in the ordinary course of business in which case adequate replacements shall have been made). (h) Seller will not (i) create or voluntarily allow any lien or similar encumbrance to be placed against the Property, or (ii) grant or enter into any easement, restrictive covenant or similar agreement affecting title to the Real Property without Purchaser’s prior written consent in its sole but good faith discretion.

Actions and Operations Pending Closing. Seller agrees that at all times prior to from -------------------------------------- the date hereof through the Closing Date, subject to the terms of the Existing Marriott Agreements and to conditions beyond Seller's reasonable control: (a) The Hotel Except as may be provided to the contrary herein, the Property will continue to be operated and maintained substantially in accordance with the Seller's present standardsstandards (except to the extent failure to so maintain such Property is due to the tenant's breach of its obligations under any of the Leases). (b) the Seller shall perform or cause to be performed all obligations of the landlord under the Leases, all obligations of Seller under the Contracts to which it is a party and all licenses and permits, all obligations of Seller under the Legal Requirements applicable to the Property, and all obligations of the mortgagor under the any mortgage affecting the Property, to and including the Closing Date or termination of this Agreement. From the date hereof to the Closing Date or earlier termination of this Agreement, Seller shall operate and manage the Property in the same manner as it has been operated and managed heretofore, provided that during said period, without the prior written consent of Purchaser (except as indicated below), Seller shall not do, suffer or permit, or agree to do, any of the following: (i) Enter into any transaction with respect to or affecting the Property out of the ordinary course of business; (ii) Sell, lease, encumber or grant any interest in the Property or any part thereof in any form or manner whatsoever; or (iii) Remove from the Real Property any of the fixtures thereon or any of the Personalty. (c) Seller will not consent to enter into any new Space Leasecontracts affecting the Property, or consent to cancel, modify or renew any cancellationexisting Contracts, modification or renewal of any Space Lease, without, in each instance, without the prior written consent of Purchaser, which Purchaser consent shall not be unreasonably withhold, condition or delaywithheld. After the expiration of the Due Diligence Expiration Date, Seller will not enter into any new Hotel Contract (as opposed to the renewal of an existing Hotel Contract) which is not terminable on not more than 60 days prior notice without penalty, without, in each instance, the prior written consent of Purchaser. If Purchaser fails to respond to a request for consent within ten (10) days after receipt of such request, such consent shall be deemed given. (c) Seller shall have the rightcomply with all applicable terms, without notice to or consent provisions and obligations of Purchaser, to make Bookings Seller contained in the ordinary course of business, at no less than the Hotel's standard rates, including customary discounted ratesContracts and any other contractual arrangements referred to in this Agreement applicable to Seller. (d) Seller shall use commercially reasonable efforts to preserve in force all existing Permits and to cause all those expiring to be renewed notify Purchaser promptly if Seller becomes aware of any transaction or occurrence prior to the Closing Date. If Date which would make any such Permit shall be suspended of the representations or revoked, warranties of Seller shall promptly notify Purchaser and shall take all commercially reasonable measures necessary to cause the reinstatement of such Permitcontained in Section 4.1 untrue in any material respect. (e) Seller will maintain in effect until the Closing all policies of casualty and liability insurance, or similar policies of insurance, with the same limits of coverage which it they now carries carry with respect to the HotelProperty. (f) Seller will not enter into or consent to any union contracts or collective bargaining agreements without the prior written consent of Purchaser, not to be unreasonably withheld, conditioned or delayed.

Actions and Operations Pending Closing. Seller agrees that at all times prior to the Closing Date, subject to the terms of the Existing Marriott Agreements and to conditions beyond Seller's reasonable control: (a) The Subject to conditions beyond Seller’s reasonable control, the Hotel will continue to be operated and maintained in the ordinary course of business substantially in accordance consistent with present standardsPresent Standards. (b) After the end of the Inspection Period, Seller will shall not consent to enter into any new Hotel Contract or Space Lease, or consent to cancel, modify or renew any cancellation, modification existing Hotel Contract or renewal Space Lease that is not cancelable upon thirty (30) days notice and without payment of any Space Leasepenalty or termination fee, without, in each instance, without the prior written consent of Purchaser, which Purchaser consent shall not be unreasonably withholdwithheld, condition conditioned or delay. After the expiration of the Due Diligence Expiration Date, Seller will not enter into any new Hotel Contract (as opposed to the renewal of an existing Hotel Contract) which is not terminable on not more than 60 days prior notice without penalty, without, in each instance, the prior written consent of Purchaserdelayed. If Purchaser fails to respond to a request for consent within ten five (105) days Business Days after receipt of such request, such consent shall be deemed given. (c) Seller shall have the right, without notice to or consent of Purchaser, to make Bookings in the ordinary course of business, at no less than the Hotel's ’s standard rates, including customary discounted rates. (d) Seller shall use commercially reasonable efforts to preserve in force all existing Permits and to cause all those expiring on or before the Closing Date to be renewed prior to the Closing Date. If any such Permit shall be suspended or revoked, Seller shall promptly notify Purchaser and shall take all commercially reasonable measures necessary to cause the reinstatement of such Permit. Seller shall use commercially reasonable efforts (at no cost or expense to Seller, other than any de minimis cost or expense or any cost or expense which Purchaser agrees in writing to reimburse) to cooperate with Purchaser to cause the Permits to be transferred at Closing or new permits to be issued to Purchaser at Closing. (e) Seller will maintain in effect until the Closing all policies of casualty and liability insurance, or similar policies of insurance, with the same limits of coverage which it now carries with respect to the Hotel. (f) Seller will shall not enter into remove any Fixtures and Tangible Personal Property or consent Operating Equipment located, installed or used in the Hotel as of the date hereof (except Excluded Assets, if applicable) other than in the ordinary course of business. (g) Seller shall provide copies of any written notices received by Seller from any governmental or quasi governmental organizations regarding any violations of Legal Requirements. (h) Subject to Article IV and prior to the Closing, neither Purchaser nor any of Purchaser’s representatives shall communicate concerning the Property with Manager, any tenant, employee, guest or occupant of the Real Property or any party to any union contracts or collective bargaining agreements Hotel Contract without the prior written consent approval of PurchaserSeller, which approval shall not to be unreasonably withheld, conditioned or delayed.

Actions and Operations Pending Closing. Seller agrees that at all times prior to from the date hereof through the Closing Date, subject to the terms of the Existing Marriott Agreements and to conditions beyond Seller's reasonable control: (a) The Hotel will Seller shall continue to be operated operate and maintained maintain the Property substantially in accordance with Seller’s and Property Manager’s present standardsstandards and current business practices, provided that during said period, without the prior written consent of Purchaser which may be given or withheld in Purchaser’s sole and absolute discretion (except as indicated below), Seller shall not do, suffer or permit, or agree to do, any of the following: (i) Enter into any transaction with respect to or affecting the Property out of the ordinary course of business; (ii) Sell, mortgage, pledge, encumber, grant any interest in or otherwise transfer or dispose of the Property or any part thereof or any interest therein, in any form or manner whatsoever; (iii) Remove from the Real Property any of the fixtures thereon or any of the Personalty; provided, however, that damaged or obsolete fixtures and Personalty may be replaced or discarded, as appropriate; or (iv) Enter into or take any other action with respect to the Leases in violation of Section 10.2 of this Agreement. (b) Seller shall maintain the Property free from waste and neglect and in its current condition and repair and shall keep and perform or cause to be performed all obligations of the landlord under the Leases, all obligations of Seller under the Contracts and all Licenses, all obligations of Seller under the Legal Requirements, and all obligations arising under the Existing Debt, to and including the Closing Date or termination of this Agreement. Seller shall operate the Property in compliance with all Legal Requirements between the date of this Agreement and the Closing Date. Seller will not consent in all events comply with any notice received from any insurance company which has issued a policy with respect to any new Space Leaseof the Parcels, or consent by any board of fire underwriters (or other body exercising similar functions) and complete all repairs, alterations or other work required in order to comply with such notice and to correct any such defect prior to Closing, at Seller’s cost and expense, if such notice is received by Seller prior to Closing hereunder. (c) Seller shall, effective as of Closing, terminate the Existing Management Agreements and any other Contracts Purchaser may by written notice request Seller to terminate, other than contracts that cannot be terminated upon thirty (30) days written notice including, but not limited to copier and postage leases and cable and linen contracts identified on Exhibit G (collectively, the “Rejected Contracts”), and Seller shall pay at or prior to the Closing all amounts which are or may come due under the Existing Management Agreements and such Rejected Contracts. Purchaser’s failure to request Seller terminate any Contract shall be deemed Purchaser’s election to direct Seller to assign such Contract to Purchaser as of the Closing Date. Seller shall pay all termination fees, charges and other costs resulting from the termination of the Existing Management Agreements and any Contracts prior to Closing or incident to the sale of the Property to Purchaser. Seller shall indemnify and hold Purchaser harmless from and of any obligation, claim, demand, loss, liability, cause of action, cost and expense (including reasonable attorneys’ fees), with respect to the Existing Management Agreements and such other Contracts, including, without limitation, from Seller’s failure to pay such termination and other like fees and costs. With respect to any cancellationguaranties or warranties included in the Contracts to be assigned to Purchaser, modification Seller at Seller’s expense shall obtain any consents or renewal approvals required for transfer of the guaranties or warranties to Purchaser (such as consents commonly necessary to assign roof warranties) if such guaranties or warranties are assignable and, if such guaranties and warranties are not assignable, Seller shall take commercially reasonable steps to (i) assure that the rights of Seller thereunder shall be preserved for the benefit of Purchaser, and (ii) facilitate receipt of any Space Leasepayments received after Closing thereunder, withoutwhich payment Seller shall promptly deliver to Purchaser. The provisions of this Paragraph 10.1(c) shall survive the Closing. (d) Without the prior written consent of Purchaser, Seller shall not enter into any new Contracts, or cancel, modify or renew any existing Contracts (other than the Rejected Contracts), other than Contracts which by their terms are terminable upon not more than thirty (30) days’ notice, by the then owner of the Property, without penalty or the payment of any termination fee or other similar payment and are otherwise in accordance with Seller’s current business practices. Such consent (i) shall not be unreasonably withheld if such request is made prior to the expiration of the Contingency Period or (ii) may be withheld in Purchaser’s sole and absolute discretion if such request is made after the expiration of the Contingency Period. Seller shall comply with all applicable terms, provisions and obligations of Seller contained in the Contracts and any other contractual arrangements referred to in this Agreement. Notwithstanding the foregoing, in each instanceno event shall Seller enter into, cancel, modify or renew any Contract in connection with the Memory Care Expansion which is not terminable upon not more than thirty (30) days’ notice without the prior written consent of Purchaser, which Purchaser consent (A) shall not be unreasonably withholdwithheld, condition conditioned or delay. After delayed prior to the expiration of the Due Diligence Expiration Date, Seller will not enter into any new Hotel Contract Contingency Period and (as opposed to B) may be given or withheld in Purchaser’s sole and absolute discretion from and after the renewal expiration of an existing Hotel Contract) which is not terminable on not more than 60 days prior notice without penalty, without, in each instance, the prior written consent of Purchaser. If Purchaser fails to respond to a request for consent within ten (10) days after receipt of such request, such consent shall be deemed givenContingency Period. (ce) Seller shall have pay as they become due any and all taxes and assessments levied against the rightProperty, without notice all utility charges incurred with respect to or consent of Purchaserthe Property, to make Bookings all debt service payments on loans secured by the Property and all other expenses incurred in the ordinary course operation of business, at no less than the Hotel's standard rates, including customary discounted ratesProperty pursuant to the standards required by this Article 10. (df) Seller shall notify Purchaser promptly if Seller becomes aware of any fact, circumstance, transaction or occurrence prior to the Closing Date which would make any of the representations or warranties of Seller contained in Section 4.1 incomplete, false or misleading in any material respect. (g) Seller shall maintain in full force and effect insurance coverage comparable to which it now carries with respect to the Property. (h) Seller shall use commercially reasonable efforts to preserve lease vacant units on Seller’s current lease form and at market rental rates as reasonably determined by Seller, subject to Section 10.2 below. (i) Seller shall cause Property Manager to maintain normal levels of inventory and supplies on hand for the business (including medical supplies, food, beverages, office and kitchen supplies), consistent with past practices and as necessary to comply with applicable laws and regulations. (j) Seller shall cause Property Manager not to take any actions, or omit to take any actions, that constitute a breach of this Agreement, were the acts or omission to have been taken by Seller. (k) Seller shall use reasonable best efforts to maintain in force all effect until Closing its existing Permits management agreements with Property Manager for the assisted living, memory care and to independent living facilities located on the Real Property (the “Existing Management Agreements”). Seller shall cause all those expiring the Existing Management Agreements to be renewed terminated concurrent with the Closing without any expense to or obligation of Purchaser with respect thereto. The provisions of this Paragraph 10.1(k) shall survive the Closing. (l) Within thirty (30) days after the end of each calendar month from the date hereof until the Closing, Seller shall deliver to Purchaser a current Rent Roll and financial reports with respect to the Property’s operations for such month, which report shall indicate, without limitation, gross rental income, gross income from other (identified) sources, expenses of each kind and amount, rent delinquencies and vacancies; provided, however, that with respect to the calendar month immediately preceding the month in which the then scheduled Closing Date is scheduled to occur, all such materials shall be provided within twenty (20) days after the end of such calendar month. As of the date set forth thereon, (i) each such Rent Roll will list all then-existing Leases related to the Property and (ii) the information set forth on each such Rent Roll with respect to rent, deposits, delinquencies, credits and other income and charges will be true and correct. (m) Seller shall diligently continue to pursue the upgrades to the units at the independent living facility located on the Courtyard Plaza Parcel as disclosed to Purchaser and shall use commercially reasonable efforts to complete such upgrades prior to the Closing Date. (n) Seller shall diligently continue to pursue and progress the Memory Care Expansion. Seller shall not modify any of the Licenses, plans or specifications related to the Memory Care Expansion without Purchaser’s prior written consent in Purchaser, which consent (i) shall not be unreasonably withheld, conditioned or delayed prior to the expiration of the Contingency Period, and (ii) may be given or withheld in Purchaser’s sole and absolute discretion from and after the expiration of the Contingency Period. In the event that, prior to the Closing, Seller receives any notice or other material communication from any governmental authority relating to the Memory Care Expansion, or from any other Person objecting to or otherwise complaining about the Memory Care Expansion, Seller shall promptly deliver a copy of such notice or other communication to Purchaser, and the parties shall work together in good faith to formulate a response to such notice or other communication. Seller shall pay and be responsible for all costs incurred or accrued by Seller and/or Property Manager (including hard and soft costs) in connection with the Memory Care Expansion prior to the Closing Date. If Notwithstanding the foregoing, Purchaser shall provide Seller a credit at Closing in the amount of all fees previously paid by Seller to any such Permit shall be suspended or revoked, Seller shall promptly notify Purchaser and shall take all commercially reasonable measures necessary governmental authority for the issuance of the Permits related to cause the reinstatement of such PermitMemory Care Expansion. (eo) Seller will maintain in effect agrees to (and shall cause the Employer to) use Seller’s or the Employer’s, as applicable, commercially reasonable best efforts to retain the Employees until the Closing all policies Date in order to ensure the continued, uninterrupted operation of casualty the Property up through the Closing. Notwithstanding the foregoing, Seller, Property Manager and liability insuranceEmployer, in accordance with the terms of the Management Agreement, may: (a) terminate the employment of any individual with an annual salary of less than $100,000 or similar policies of insurancemake other commercially reasonable employment decisions, with respect to employees with an annual salary of less than $100,000, in the same limits ordinary course of coverage which it now carries business consistent with existing employment practices and procedures; or (b) terminate the employment of any individual for cause, incapacity, disability or death in accordance with the existing employment practices and procedures. (p) Seller shall, and shall cause its Property Manager to cooperate with Purchaser and its respective Affiliates in conducting customary due diligence with respect to the Hotel. (f) Property and the transition of the operation of the business conducted thereof in connection with the transactions contemplated by this Agreement, which cooperation shall include, but shall not be limited to, facilitating communications with nonresidential Tenants regarding the transition of such business, responding timely to due diligence requests, cooperating with lenders, cooperating to obtain the Licenses, and any such other cooperation as may be necessary to consummate the transfer of the business conducted by Seller. In connection therewith, Seller will not enter into and its Affiliates shall provide such documents as are reasonably requested by Purchaser and its respective Affiliates, accountants, counsel, consultants and other advisors that are within Seller’s, Property Manager’s and/or their respective Affiliates’ possession or consent to control, including, without limitation, copies of all Licenses and the documents listed on Exhibit C hereto. In connection with such due diligence, communications or interviews with any union contracts lender of Seller or collective bargaining agreements without its Property Manager may only be conducted with the prior written consent of PurchaserSeller, which consent shall not to be unreasonably withheld, conditioned or delayed. Any such interviews shall be conducted during normal business hours and may be conducted by telephone or in person at such places as reasonably designated by Seller.