Common use of Covenants by Seller Clause in Contracts

Covenants by Seller. 8.1. After written notice by Purchaser to Seller, and automatically, without notice, after an Event of Default, Seller shall not, without the prior written consent of Purchaser in each instance, (a) grant any extension of time for payment of any of the Purchased Accounts, (b) compromise or settle any of the Purchased Accounts for less than the full amount thereof, (c) release in whole or in part any Account Debtor, or (d) grant any credits, discounts, allowances, deductions, return authorizations, or the like with respect to any of the Purchased Accounts. 8.2. From time to time as requested by Purchaser, at the sole expense of Seller, Purchaser or its designee shall have access, during reasonable business hours if prior to an Event of Default and at any time if on or after an Event of Default, to all premises where Collateral is located for the purposes of inspecting (and removing, if after the occurrence of an Event of Default) any of the Collateral, including Seller’s books and records, and Seller shall permit Purchaser or its designee to make copies of such books and records or extracts therefrom as Purchaser may request. Without expense to Purchaser, Purchaser may use any of Seller’s personnel, equipment, including computer equipment, programs, printed output and computer readable media, supplies, and premises for the collection of Accounts and realization on other Collateral as Purchaser, in its sole discretion, deems appropriate. Seller hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Purchaser at Seller’s expense all financial information, books and records, work papers, management reports, and other information in their possession relating to Seller. 8.3. Before sending any invoice evidencing a Purchased Account to the Account Debtor, Seller shall xxxx same with the a notice of assignment as may be required by Purchaser. 8.4. Seller shall pay when due all payroll and other taxes and shall provide proof thereof to Purchaser in such form as Purchaser shall reasonably require. 8.5. Seller shall not create, incur, assume, or permit to exist any Lien upon or with respect to any Collateral now owned or hereafter acquired by Seller. 8.6. Seller shall maintain insurance on all property owned or leased by Seller in the manner, to the extent and against at least such risks (in any event, including but not limited to fire and business interruption insurance) as usually maintained by owners of similar businesses and properties in similar geographic areas. All such insurance shall be in amounts and form and with insurance companies acceptable to Purchaser in its sole discretion. Seller shall furnish to Purchaser upon written request, any and all information concerning such insurance carried. All policies of insurance shall provide for not less than thirty (30) days prior written cancellation notice to Purchaser. 8.7. Notwithstanding that Seller has agreed to pay the Misdirected Payment Fee pursuant to Section 3.2.1 hereof, Seller shall deliver in kind to Purchaser on the next Business Day following the date of receipt by Seller of the amount of any payment on account of a Purchased Account. 8.8. Before sending any Invoice to an Account Debtor, Seller shall xxxx same with a notice of assignment as may be required by Purchaser.

Covenants by Seller. 8.1. After written notice by Seller covenants and agrees with Purchaser to Seller, and automatically, without notice, after an Event of Defaultthat from the date hereof until the Closing Date (as herein defined), Seller shall notconduct its business involving the Subject Property as follows, and during such period will (except as specifically provided to the contrary herein): (a) Refrain from creating on the Subject Property any easements, encumbrances or liens affecting the Subject Property other than as may be required by any applicable governmental or quasi-governmental authority or by a provider of utility services, and refrain from removing any Personal Property, fixture or equipment; provided, however, nothing herein shall preclude Seller or the Property Manager from replacing any such items in the ordinary course of operating the Subject Property. Seller shall, upon Seller’s receipt, deliver to Purchaser a copy of any easement so required by any governmental or quasi-governmental authority or provider of utility services affecting the Subject Property which does not require the consent of Purchaser, and any such easement shall constitute a Permitted Encumbrance. (b) Refrain from entering into or amending the Service Contracts, Warranties or Permits (other than Lease which is governed by 4(d) below) regarding the Subject Property (other than contracts in the ordinary course of business which are cancelable by the owner of the Subject Property without penalty within thirty (30) days after giving notice thereof) without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed given if Purchaser in each instance, does not object to Seller’s request for approval within five (a5) grant any extension of time for payment of any of the Purchased Accounts, (b) compromise or settle any of the Purchased Accounts for less than the full amount thereof, business days. (c) release Operate, maintain, repair and insure the Subject Property in whole a commercially reasonable manner consistent with the existing operation, maintenance, repair and insurance of the Subject Property and deliver the Subject Property as of the Closing substantially in the condition it is in of the date hereof, ordinary wear and tear, and damage by fire or in part any Account Debtor, or other casualty excepted. (d) grant any creditsExcept as expressly provided herein, discounts, allowances, deductions, return authorizations, or the like with respect to any of the Purchased Accounts. 8.2. From time to time as requested by Purchaser, at the sole expense of Seller, Purchaser or its designee shall have access, during reasonable business hours if prior to an Event of Default from and at any time if on or after an Event of Default, to all premises where Collateral is located for the purposes of inspecting (and removing, if after the occurrence of an Event of Default) any of the Collateral, including Seller’s books and records, and Seller shall permit Purchaser or its designee to make copies of such books and records or extracts therefrom as Purchaser may request. Without expense to Purchaser, Purchaser may use any of Seller’s personnel, equipment, including computer equipment, programs, printed output and computer readable media, supplies, and premises for the collection of Accounts and realization on other Collateral as Purchaser, in its sole discretion, deems appropriate. Seller hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Purchaser at Seller’s expense all financial information, books and records, work papers, management reports, and other information in their possession relating to Seller. 8.3. Before sending any invoice evidencing a Purchased Account to the Account Debtordate hereof (provided that this Agreement has not been terminated), Seller shall xxxx same refrain from amending the existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with the a notice of assignment as may be required by Purchaser. 8.4. Seller shall pay when due all payroll and other taxes and shall provide proof thereof to Purchaser in such form as Purchaser shall reasonably require. 8.5. Seller shall not create, incur, assume, or permit to exist any Lien upon or with respect to any Collateral now owned or hereafter acquired by Seller. 8.6. Seller shall maintain insurance on all property owned or leased by Seller in the manner, to the extent and against at least such risks (in any event, including but not limited to fire and business interruption insurance) as usually maintained by owners of similar businesses and properties in similar geographic areas. All such insurance shall be in amounts and form and with insurance companies acceptable to Purchaser in its sole discretion. Seller shall furnish to Purchaser upon written request, any and all information concerning such insurance carried. All policies of insurance shall provide for not less than thirty (30) days prior written cancellation notice to Purchaser. 8.7. Notwithstanding that Seller has agreed to pay the Misdirected Payment Fee pursuant to Section 3.2.1 hereof, Seller shall deliver in kind to Purchaser on the next Business Day following the date of receipt administration by Seller of the amount existing Lease as required by the terms of such Lease. Purchaser shall have three (3) business days from receipt of such amendment to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such amendment, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid three (3)-business day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such amendment if such conditions are satisfied. (e) Promptly provide Purchaser with copies of all written notices delivered or received under the Lease. (f) Promptly provide Purchaser a copy of any payment on account of a Purchased Account. 8.8. Before sending any Invoice to an Account Debtor, Seller shall xxxx same with a notice of assignment as litigation received by Seller that may be required by Purchasermaterially and adversely affect the ownership or operation of the Subject Property.

Covenants by Seller. 8.1. After written notice by Seller covenants and agrees with Purchaser to Seller, and automatically, without notice, after an Event of Defaultthat from the date hereof until the Closing Date (as herein defined), Seller shall notcause Owner to conduct its business involving the Subject Property as follows, and during such period will (except as specifically provided to the contrary herein): (a) Refrain from creating on the Subject Property any easements, encumbrances or liens affecting the Subject Property other than as may be required by any applicable governmental or quasi-governmental authority or by a provider of utility services, and refrain from removing any Personal Property, fixture or equipment; provided, however, nothing herein shall preclude Seller or the Property Manager from replacing any such items in the ordinary course of operating the Subject Property. Seller shall, upon Seller’s receipt, deliver to Purchaser a copy of any easement so required by any governmental or quasi-governmental authority or provider of utility services affecting the Subject Property which does not require the consent of Purchaser, and any such easement shall constitute a Permitted Encumbrance. (b) Refrain from entering into or amending the Service Contracts, Warranties or Permits (other than Leases which are governed by 4(d) below) regarding the Subject Property (other than contracts in the ordinary course of business which are cancelable by Owner without penalty within thirty (30) days after giving notice thereof) without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed given if Purchaser in each instance, does not object to Seller’s request for approval within five (a5) grant any extension of time for payment of any of the Purchased Accounts, (b) compromise or settle any of the Purchased Accounts for less than the full amount thereof, business days. (c) release Operate, maintain, repair and insure the Subject Property in whole a commercially reasonable manner consistent with the existing operation, maintenance, repair and insurance of the Subject Property and deliver the Subject Property as of the Closing substantially in the condition it is in of the date hereof, ordinary wear and tear, and damage by fire or in part any Account Debtor, or other casualty excepted. (d) grant Except as expressly provided herein, from and after the date hereof (provided that this Agreement has not been terminated), Seller shall refrain from amending the existing Leases without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with the administration by Seller of the existing Leases as required by the terms of such Leases. In addition, from and after the date hereof (provided that this Agreement has not been terminated), except as expressly provided herein, Seller shall not permit Owner to enter into any creditsnew leases with respect to the Real Property (each a “Proposed New Lease”), discountswithout Purchaser’s written approval, allowancesas provided in this Section 4(d). Seller shall furnish Purchaser with a true and correct copy of any Proposed New Lease into which Owner desires to enter and such financial information with respect to the proposed tenant as Seller has in its possession. Purchaser shall have three (3) business days from receipt of such amendment or Proposed New Lease to approve or disapprove the same, deductionswhich approval shall not be unreasonably withheld, return authorizationsconditioned or delayed. In the event that Purchaser does not approve any such amendment or Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid three (3)-business day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such amendment or the like Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions with respect to any lease of the Purchased Accounts. 8.2. From time to time as requested by Purchaser, at Real Property executed between the sole expense of Seller, Purchaser or its designee shall have access, during reasonable business hours if prior to an Event of Default and at any time if on or after an Event of Default, to all premises where Collateral is located for the purposes of inspecting (and removing, if after the occurrence of an Event of Default) any date of the Collateral, including Seller’s books Agreement and records, and Seller the Closing Date shall permit Purchaser or its designee to make copies of such books and records or extracts therefrom as Purchaser may request. Without expense to Purchaser, Purchaser may use any of Seller’s personnel, equipment, including computer equipment, programs, printed output and computer readable media, supplies, and premises for the collection of Accounts and realization on other Collateral as Purchaser, in its sole discretion, deems appropriate. Seller hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Purchaser at Seller’s expense all financial information, books and records, work papers, management reports, and other information in their possession relating to Seller. 8.3. Before sending any invoice evidencing a Purchased Account to the Account Debtor, Seller shall xxxx same with the a notice of assignment as may be required by Purchaser. 8.4. Seller shall pay when due all payroll and other taxes and shall provide proof thereof to Purchaser in such form as Purchaser shall reasonably require. 8.5. Seller shall not create, incur, assume, or permit to exist any Lien upon or with respect to any Collateral now owned or hereafter acquired paid by Seller. 8.6. Seller shall maintain insurance on (e) Promptly provide Purchaser with copies of all property owned written notices delivered or leased received under the Leases. (f) Promptly provide Purchaser a copy of any notice of litigation received by Seller in that may materially and adversely affect the manner, to the extent and against at least such risks (in any event, including but not limited to fire and business interruption insurance) as usually maintained by owners of similar businesses and properties in similar geographic areas. All such insurance shall be in amounts and form and with insurance companies acceptable to Purchaser in its sole discretion. Seller shall furnish to Purchaser upon written request, any and all information concerning such insurance carried. All policies of insurance shall provide for not less than thirty (30) days prior written cancellation notice to Purchaser. 8.7. Notwithstanding that Seller has agreed to pay the Misdirected Payment Fee pursuant to Section 3.2.1 hereof, Seller shall deliver in kind to Purchaser on the next Business Day following the date of receipt by Seller ownership or operation of the amount of any payment on account of a Purchased AccountSubject Property. 8.8. Before sending any Invoice to an Account Debtor, Seller shall xxxx same with a notice of assignment as may be required by Purchaser.

Covenants by Seller. 8.1. After written notice by Seller covenants and agrees with Purchaser to Seller, and automatically, without notice, after an Event of Defaultthat from the date hereof until the Closing Date (as herein defined), Seller shall notconduct its business involving the Subject Property as follows, and during such period will (except as specifically provided to the contrary herein): (a) Refrain from transferring any of the Subject Property, or creating on the Subject Property any easements other than as may be required prior to the Closing Date by any applicable governmental or quasi governmental authority or by a provider of utility services; provided, however, nothing herein shall preclude Seller from replacing any equipment, supplies or machinery in the ordinary course of operating the Subject Property; (b) Refrain from entering into or amending any contracts or other agreements regarding the Subject Property (other than contracts in the ordinary course of business which are cancelable by the owner of the Subject Property without penalty within thirty (30) days after giving notice thereof) without the prior written consent of Purchaser in each instance, (a) grant any extension of time for payment of any of the Purchased Accounts, (b) compromise or settle any of the Purchased Accounts for less than the full amount thereof, Purchaser. (c) release Operate, maintain, repair and insure the Subject Property in whole or in part any Account Debtora manner consistent with the existing operation, or maintenance, repair and insurance of the Subject Property; (d) grant Refrain from entering into any creditsnew leases, discountsamendments, allowancesextensions or expansions (unless required to do so by the terms and any Lease) with respect to the Real Property without Purchaser's written approval, deductionsas provided below. Seller shall furnish Purchaser with a true and complete copy of any such proposed lease, return authorizationsamendment, extension, or expansion that Seller desires to enter into with respect to the like Real Property. Purchaser shall have five (5) business days from receipt of any such lease, amendment, extension, or expansion to approve or disapprove the same in Purchaser's sole discretion. In the event Purchaser does not approve any such lease, amendment, extension, or expansion Purchaser shall notify Seller in writing of the same prior to expiration of said 5-business day period stating under what conditions, if any, Purchaser's approval would be forthcoming. Failure by Purchaser to notify Seller in writing within said 5-business day period shall constitute an approval by Purchaser of any such lease, amendment, extension, or expansion. All costs of tenant improvements and leasing commissions with respect to any such lease, amendment, extension or expansion approved or deemed approved by Purchaser and entered into between the date of this Agreement and the Purchased Accounts. 8.2. From time to time as requested by Purchaser, at the sole expense of Seller, Purchaser or its designee Closing Date shall have access, during reasonable business hours if prior to an Event of Default and at any time if on or after an Event of Default, to all premises where Collateral is located for the purposes of inspecting (and removing, if after the occurrence of an Event of Default) any of the Collateral, including Seller’s books and records, and Seller shall permit Purchaser or its designee to make copies of such books and records or extracts therefrom as Purchaser may request. Without expense to Purchaser, Purchaser may use any of Seller’s personnel, equipment, including computer equipment, programs, printed output and computer readable media, supplies, and premises for the collection of Accounts and realization on other Collateral as Purchaser, in its sole discretion, deems appropriate. Seller hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Purchaser at Seller’s expense all financial information, books and records, work papers, management reports, and other information in their possession relating to Seller. 8.3. Before sending any invoice evidencing a Purchased Account to the Account Debtor, Seller shall xxxx same with the a notice of assignment as may be required paid by Purchaser. 8.4. Seller shall pay when due all payroll and other taxes and shall provide proof thereof to Purchaser in such form as Purchaser shall reasonably require. 8.5. Seller shall not create, incur, assume, or permit to exist any Lien upon or with respect to any Collateral now owned or hereafter acquired by Seller. 8.6. Seller shall maintain insurance on all property owned or leased by Seller in the manner, to the extent and against at least such risks (in any event, including but not limited to fire and business interruption insurance) as usually maintained by owners of similar businesses and properties in similar geographic areas. All such insurance shall be in amounts and form and with insurance companies acceptable to Purchaser in its sole discretion. Seller shall furnish to Purchaser upon written request, any and all information concerning such insurance carried. All policies of insurance shall provide for not less than thirty (30) days prior written cancellation notice to Purchaser. 8.7. Notwithstanding that Seller has agreed to pay the Misdirected Payment Fee pursuant to Section 3.2.1 hereof, Seller shall deliver in kind to Purchaser on the next Business Day following the date of receipt by Seller of the amount of any payment on account of a Purchased Account. 8.8. Before sending any Invoice to an Account Debtor, Seller shall xxxx same with a notice of assignment as may be required by Purchaser.

Covenants by Seller. 8.1. After written notice by Seller covenants and agrees with Purchaser to Seller, and automatically, without notice, after an Event of Defaultthat from the date hereof until the Settlement Date (as herein defined), Seller shall notcause Owner to conduct its business involving the Property as follows, and during such period will (except as specifically provided to the contrary herein): A. Refrain from creating on the Property any easements, encumbrances or liens affecting the Property other than as may be required by any applicable governmental or quasi-governmental authority or by a provider of utility services, and refrain from removing any Personal Property, fixture or equipment; provided, however, nothing herein shall preclude Seller or Owner from replacing any such items in the ordinary course of operating the Property. Seller shall, upon Seller's receipt, deliver to Purchaser a copy of any easement so required by any governmental or quasi-governmental authority or provider of utility services affecting the Property which does not require the consent of Purchaser, and any such easement shall constitute a Permitted Encumbrance. B. Refrain from entering into or amending the Contracts (other than Leases which are governed by Section 14D below) regarding the Property (other than contracts in the ordinary course of business which are cancelable by Owner without penalty within thirty (30) days after giving notice thereof) without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed given if Purchaser does not object to Seller's request for approval within five (5) business days. C. Operate, maintain, repair and insure the Property in each instancea commercially reasonable manner consistent with the existing operation, (a) grant any extension of time for payment of any maintenance, repair and insurance of the Purchased Accounts, (b) compromise or settle any Property and deliver the Property as of Settlement substantially in the condition it is in of the Purchased Accounts for less than date hereof, ordinary wear and tear, and damage by fire or other casualty excepted (provided that neither Seller nor Owner shall be obligated to incur costs in excess of $50,000.00 in connection with such operation, maintenance and/or repair). D. Except as expressly provided herein, from and after the full amount thereofdate hereof (provided that this Agreement has not been terminated), Owner shall refrain from amending the existing Leases without Purchaser's written approval, as provided below. In addition, from and after the date hereof (c) release in whole or in part provided that this Agreement has not been terminated), except as expressly provided herein, Seller shall not permit Owner to enter into any Account Debtor, or (d) grant any credits, discounts, allowances, deductions, return authorizations, or the like new leases with respect to any of the Purchased Accounts. 8.2. From time to time Property (each a "Proposed New Lease"), without Purchaser's written approval, as requested by Purchaser, at the sole expense of Seller, Purchaser or its designee shall have access, during reasonable business hours if prior to an Event of Default and at any time if on or after an Event of Default, to all premises where Collateral is located for the purposes of inspecting (and removing, if after the occurrence of an Event of Default) any of the Collateral, including Seller’s books and records, and provided in this Section 14D. Seller shall permit furnish Purchaser or its designee with a true and correct copy of any Proposed New Lease into which Owner desires to make copies of enter and such books and records or extracts therefrom as Purchaser may request. Without expense to Purchaser, Purchaser may use any of Seller’s personnel, equipment, including computer equipment, programs, printed output and computer readable media, supplies, and premises for the collection of Accounts and realization on other Collateral as Purchaser, in its sole discretion, deems appropriate. Seller hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Purchaser at Seller’s expense all financial information, books and records, work papers, management reports, and other information in their possession relating to Seller. 8.3. Before sending any invoice evidencing a Purchased Account to the Account Debtor, Seller shall xxxx same with the a notice of assignment as may be required by Purchaser. 8.4. Seller shall pay when due all payroll and other taxes and shall provide proof thereof to Purchaser in such form as Purchaser shall reasonably require. 8.5. Seller shall not create, incur, assume, or permit to exist any Lien upon or with respect to the proposed tenant as Seller has in its possession. Purchaser shall have three (3) business days from receipt of such amendment or Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any Collateral now owned such amendment or hereafter acquired Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid three (3) business day period, stating in such written notification under what conditions, if any, Purchaser's approval would be forthcoming and Purchaser's agreement to approve such amendment or Proposed New Lease if such conditions are satisfied. Notwithstanding the foregoing, Purchaser and Seller acknowledge and agree that Owner may enter into a new Lease (the "Nextone Lease") with Nextone Corporation ("Nextone") and a new Lease (the "Xxxxxx Xxxxxx Lease") with Xxxxxx Xxxxxx, both upon the terms and conditions set forth on EXHIBIT I. The Nextone Lease shall also provide that Nextone has waived its right to terminate its 1st floor lease for 11,392 sf and waived its right to apply the tenant improvement allowance towards rent abatement. All other terms of the Nextone Lease and the Xxxxxx Xxxxxx Lease shall be subject to Purchaser's approval as set forth above. Notwithstanding the foregoing, if Seller does not complete the Lease Transactions, it shall not be a breach of this Paragraph or a default by SellerSeller or Owner hereunder. The foregoing is not intended and shall not be construed to prohibit Owner or Seller from entering into any amendment to a Lease pursuant to a validly exercised renewal or expansion right on the part of any Tenant as is specifically set forth in its Lease. 8.6. Seller shall maintain insurance on E. Promptly provide Purchaser with copies of all property owned written notices delivered or leased received under the Leases. F. Promptly provide Purchaser a copy of any notice of litigation received by Seller in that may materially and adversely affect the manner, to the extent and against at least such risks (in any event, including but not limited to fire and business interruption insurance) as usually maintained by owners of similar businesses and properties in similar geographic areas. All such insurance shall be in amounts and form and with insurance companies acceptable to Purchaser in its sole discretion. Seller shall furnish to Purchaser upon written request, any and all information concerning such insurance carried. All policies of insurance shall provide for not less than thirty (30) days prior written cancellation notice to Purchaser. 8.7. Notwithstanding that Seller has agreed to pay the Misdirected Payment Fee pursuant to Section 3.2.1 hereof, Seller shall deliver in kind to Purchaser on the next Business Day following the date of receipt by Seller ownership or operation of the amount of any payment on account of a Purchased AccountProperty. 8.8. Before sending any Invoice to an Account Debtor, Seller shall xxxx same with a notice of assignment as may be required by Purchaser.

Covenants by Seller. 8.1. After written notice by Seller covenants and agrees with Purchaser to Seller, and automatically, without notice, after an Event of Defaultthat from the Effective Date until the Closing Date, Seller shall notconduct its business involving the Real Property as follows, and during such period shall (except as specifically provided to the contrary herein): (a) From and after the Effective Date until the Contingency Date, Seller shall have the right, upon as much advance notice as is reasonably possible (not less than five (5) days) written notice to Purchaser, but without Purchaser’s prior consent, to create on the Real Property any easements for utilities, ingress and egress, or otherwise, which are determined by Seller to be required and/or which are requested by any governmental entity. Purchaser shall have the right to provide comments on the form of any such easement which Seller agrees to reasonably consider and Seller shall provide a true and complete copy of any such easements to Purchaser promptly upon the execution of such easement by Seller. (b) From and after the date Purchaser delivers to Seller a formal waiver of all Conditions Precedent set forth in Sections 3(a), (b) and (c), refrain from transferring the Real Property except (i) to an Affiliate (which transfer, if any, will be made subject to the rights of Purchaser under this Agreement), or (ii) with Purchaser’s prior written approval, creating on the Real Property any easements affecting the Real Property, provided however, any easement on, over or across the Real Property which is requested by any governmental authority having jurisdiction over the Subject Property, which is necessary for the extension of utilities to any portion of the Real Property, or which is required as a condition to Seller’s right to subdivide the Subject Property into one or more parcels, shall be provided to Purchaser for Purchaser’s comment in writing as far in advance of Seller’s execution of same as is reasonably possible (at least five (5) days) and Seller agrees to reasonably consider Purchaser’s comments to same, but Purchaser’s consent shall not be required and, provided further, that any easement or right of way granted by Seller pursuant to this Section 4(b) without Purchaser’s prior written approval shall be provided to Purchaser promptly following the execution of same by Seller. Prior to entering into any easement which requires Purchaser’s approval, Seller shall deliver to Purchaser a copy of any proposed easement, which shall be deemed approved if Purchaser does not object within ten (10) business days after delivery of the easement. If approved or deemed approved such easement will be a Permitted Encumbrance. Notwithstanding the foregoing, Seller shall not grant an easement requested by any governmental authority having jurisdiction over the Subject Property without Purchaser’s consent unless Seller reasonably concludes that it is compelled to do so. (c) Refrain from removing any fixture or equipment; provided, however, nothing herein shall preclude Seller or the Property Manager from replacing any equipment, supplies or machinery with like or better equipment, supplies or machinery in the ordinary course of operating the Real Property. (d) Refrain from entering into any contracts or other agreements (other than lease agreements and amendments) regarding the Real Property (other than contracts in the ordinary course of business which by their terms terminate before Closing or which are cancelable by either party thereto without penalty within thirty (30) days after giving notice thereof) without the prior written consent of Purchaser in each instance, (a) grant any extension of time for payment of any of the Purchased Accounts, (b) compromise or settle any of the Purchased Accounts for less than the full amount thereof, (c) release in whole or in part any Account Debtor, or (d) grant any credits, discounts, allowances, deductions, return authorizations, or the like with respect to any of the Purchased Accounts. 8.2. From time to time as requested by Purchaser, at the sole expense of Sellerwhich consent shall not be unreasonably withheld, delayed or conditioned, and which consent shall be deemed given if Purchaser or its designee shall have access, during reasonable business hours if prior does not object to an Event of Default and at any time if on or after an Event of Default, to all premises where Collateral is located for the purposes of inspecting (and removing, if after the occurrence of an Event of Default) any of the Collateral, including Seller’s books and records, and Seller shall permit Purchaser or its designee to make copies of request for approval within ten (10) business days after request for such books and records or extracts therefrom as Purchaser may request. Without expense to Purchaser, Purchaser may use any of Seller’s personnel, equipment, including computer equipment, programs, printed output and computer readable media, supplies, and premises for the collection of Accounts and realization on other Collateral as Purchaser, in its sole discretion, deems appropriate. Seller hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Purchaser at Seller’s expense all financial information, books and records, work papers, management reports, and other information in their possession relating to Seller. 8.3. Before sending any invoice evidencing a Purchased Account to the Account Debtor, Seller shall xxxx same with the a notice of assignment as may be required by Purchaser. 8.4. Seller shall pay when due all payroll and other taxes and shall provide proof thereof to Purchaser in such form as Purchaser shall reasonably require. 8.5. Seller shall not create, incur, assume, or permit to exist any Lien upon or with respect to any Collateral now owned or hereafter acquired consent by Seller. 8.6(e) Promptly notify Purchaser of any written notice received by Seller of any increase in any real estate taxes or special assessments with respect to the Real Property. (f) Subject to the terms of Section 4(j) below, operate, maintain, repair and insure, or cause to be operated, maintained, repaired and insured, the Real Property in a manner consistent with Seller’s operation, maintenance, repair and insurance of the Real Property during its ownership prior to the Effective Date. At Closing and subject to the terms of Section 4(j) below and this Section 4(f), Section 5 and the other terms of this Agreement, Seller shall cause the Subject Property to be in substantially the same condition as existed on the Contingency Date, ordinary wear and tear and damage by casualty and condemnation excepted and further subject to the acts and/or omissions of Purchaser and/or its Affiliates. Seller shall maintain insurance on all property owned or leased by Seller promptly provide to Buyer in the manner, form received (but without any representation or warranty as to the extent accuracy and against at least such risks completeness of same) copies of all written reports relating to the maintenance, repair and operation of the Subject Property (in any event, including but not limited to fire rent rolls and logs of tenant issues) prepared by the Property Manager and delivered to Seller concerning the Subject Property, and cause the Property Manager to be available for meetings with Seller or its designated agent on a regular basis (not more often than once per calendar month) to discuss such materials. (g) From and after the Effective Date, use commercially reasonable efforts to perform all obligations of Seller under the Leases as and when same mature, and enforce, or cause to be enforced, the obligations of any tenant under any Lease with respect to the Real Property in accordance with the terms thereof, except Seller shall not be obligated to initiate legal proceedings against any tenant (including, but not limited to, collecting any sums or to dispossess a tenant) unless Seller determines, in the exercise of its commercially reasonable business interruption insurancejudgment, it is prudent to do so. (h) From and after the Effective Date and so long as usually maintained Purchaser is not otherwise in default hereunder, and/or under any Purchaser Lease beyond any applicable notice and cure periods, refrain from entering into any new lease or amending any Lease with respect to space within the Real Property other than a Permitted Renewal without Purchaser’s written consent which shall not be unreasonably withheld, conditioned and/or delayed. As used in this Agreement, “Permitted Renewal” means an extension of an Existing Lease under which the tenant has no options to extend and which by owners its terms will otherwise expire within two years after the Effective Date, provided such Permitted Renewal is on the terms as provided for said Existing Lease, but at rental rates equal to or greater than 90% of similar businesses the then published asking rents and properties for a term of not greater than five (5) years; provided further, that extensions of the Existing Lease of Fast Enterprises (Suite 720 in similar geographic areasthe Plaza IV Building) and the Existing Lease of Spectraguard a.k.a. All such insurance SG Acquisitions LLC (Suite 102 of the Central Plaza Building) are not Permitted Renewals. Notwithstanding the above, Purchaser shall be in amounts have no right to approve a new lease or an amendment to an Existing Lease with the State of Idaho, by and form and with insurance companies acceptable through the Idaho State Tax Commission (“ISTC”), so long as the same expires (either by its terms or pursuant to Purchaser in its sole discretionright of early termination exercised by Seller prior to Closing) on or before June 30, 2018. Seller shall furnish pay, prior to Purchaser upon written requestClosing, any and all information concerning termination fee associated with any such insurance carried. All policies right of insurance shall provide for not less than thirty (30) days prior written cancellation notice to Purchaser. 8.7. Notwithstanding that Seller has agreed to pay the Misdirected Payment Fee pursuant to Section 3.2.1 hereof, Seller shall deliver in kind to Purchaser on the next Business Day following the date of receipt by Seller early termination of the amount of any payment on account of a Purchased AccountISTC lease. 8.8. Before sending any Invoice to an Account Debtor, Seller shall xxxx same with a notice of assignment as may be required by Purchaser.

Covenants by Seller. 8.1. After written notice Between the Effective Date and the Closing, Xxxxxx agrees that: (a) Seller will maintain the Property in the same condition as it is on the date of this Agreement (reasonable wear and tear excepted); (b) Seller will not, by Purchaser to reason of any action or omission of Seller, cause or permit any representation or warranty to become not true, incorrect or inaccurate. (c) Seller shall perform any and automaticallyall material obligations with respect to the Property under all easements, covenants, restrictions and contracts of record; (d) Seller will promptly give notice to Purchaser of every threatened or actual litigation whether or not covered by insurance against or relating to the Property (including, without noticelimitation, after an Event the sale thereof to Purchaser) or any portion thereof between the date of Default, this Agreement and the Closing; (e) Seller shall will not, without the prior written consent of Purchaser in each instancePurchaser, (a) grant apply for, consent to or process any extension of time applications for payment of any of the Purchased Accountszoning, (b) compromise re-zoning, variances, site plan approvals, subdivision approvals or settle any of the Purchased Accounts for less than the full amount thereof, (c) release in whole or in part any Account Debtor, or (d) grant any credits, discounts, allowances, deductions, return authorizations, or the like development with respect to the Property or any of the Purchased Accountsportion thereof. 8.2. From time to time as requested by (f) Seller will not, without the prior written consent of Purchaser, at the sole expense of Seller, Purchaser grant any rights or its designee shall have access, during reasonable business hours if prior to an Event of Default and at any time if on or after an Event of Default, to all premises where Collateral is located for the purposes of inspecting (and removing, if after the occurrence of an Event of Default) any of the Collateral, including Seller’s books and records, and Seller shall permit Purchaser or its designee to make copies of such books and records or extracts therefrom as Purchaser may request. Without expense to Purchaser, Purchaser may use any of Seller’s personnel, equipment, including computer equipment, programs, printed output and computer readable media, supplies, and premises for the collection of Accounts and realization on other Collateral as Purchaser, privileges in its sole discretion, deems appropriate. Seller hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Purchaser at Seller’s expense all financial information, books and records, work papers, management reports, and other information in their possession relating to Seller. 8.3. Before sending any invoice evidencing a Purchased Account to the Account Debtor, Seller shall xxxx same with the a notice of assignment as may be required by Purchaser. 8.4. Seller shall pay when due all payroll and other taxes and shall provide proof thereof to Purchaser in such form as Purchaser shall reasonably require. 8.5. Seller shall not create, incur, assume, or permit to exist any Lien upon or with respect to the Property or any Collateral now owned portion thereof or hereafter acquired by Seller.grant, or consent to or waive the right to object to, any easements, covenants or restrictions affecting all or any portion of the Property; 8.6. (g) Seller shall maintain insurance on all property owned will not enter into or leased modify any mortgages, operating agreements, ground leases, space leases or other agreements or encumbrances with respect to or affecting the Property or any portion thereof; and (h) Seller will promptly notify Purchaser if it discovers, determines or is notified that any warranty or representation made by Seller in the manner, to the extent and against at least such risks hereunder is not (in any event, including but not limited to fire and business interruption insuranceor is no longer) as usually maintained by owners of similar businesses and properties in similar geographic areas. All such insurance shall be in amounts and form and with insurance companies acceptable to Purchaser in its sole discretion. Seller shall furnish to Purchaser upon written request, any and all information concerning such insurance carried. All policies of insurance shall provide for not less than thirty (30) days prior written cancellation notice to Purchasertrue. 8.7. Notwithstanding that Seller has agreed to pay the Misdirected Payment Fee pursuant to Section 3.2.1 hereof, Seller shall deliver in kind to Purchaser on the next Business Day following the date of receipt by Seller of the amount of any payment on account of a Purchased Account. 8.8. Before sending any Invoice to an Account Debtor, Seller shall xxxx same with a notice of assignment as may be required by Purchaser.