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(vii) Representations and Warranties. All representations and warranties made by Steadfast pursuant to Section 8(a) shall be true and correct as of the Closing Date. (viii) Entitlements. Steadfast shall use its commercially reasonable efforts to promptly and efficiently process the Entitlements. (ix) Demolition of Improvements on Steadfast Land. On or prior to the Closing Date, Steadfast shall commence and diligently process until completion (a) the demolition of the building and all site structures (e.g. walls, retaining walls, etc.), including the foundation and footings thereof, located on the Steadfast Land, (b) the removal of the resulting debris from such demolition, ( c) the capping or closing off of the existing site utilities located at Steadfast Land, (d) the removal ofthe existing asphalt and concrete paving, and (e) the grading of the site to a flat but non-compacted and non-certified state. (b) Citv's Obligations. City hereby covenants to Steadfast, upon which covenants Steadfast has relied and will continue to rely, that for the period from the date of this Agreement through and including the Closing Date: (i) Further Liens and Encumbrances. With the exception of the City Lease Agreement, City shall not subject the City Property to any additional liens, encumbrances, covenants, conditions, easements, rights of way or similar matters after the date ofthis Agreement that will in any way affect Steadfast's rights to possess, use or enjoy the City Property following the Closing Date. With the exception of the City Lease Agreement, City will not hereafter modify, extend, renew, replace or otherwise change any ofthe terms, covenants or conditions of any of such documents, or enter into any new agreements affecting the City Property without the prior written consent of Steadfast, which consent shall not be unreasonably withheld. (ii) Other Contracts. With the exception of the City Lease Agreement, City will not hereafter enter into any leases or contracts that will survive Closing and will affect the City Property. (iii) Materials, Labor and Supplies. City will execute any affidavits, waivers, sworn statements or indemnities that may reasonably be required by the Title Company in order to allow the Title Company to issue the Title Policy without any exceptions relating to mechanics or materialmen's liens. (iv) Cooperation with Representatives. City shall cooperate with Steadfast and its accountants, counsel and/or other representatives in providing information and materials pertaining to the City Property. Without limiting the generality of the foregoing, promptly following the Opening of Escrow, City shall (a) allow a representative or representatives of Steadfast access to the City Property for the purpose of performing such investigations and analyses of the City Property as Steadfast may reasonably require, and (b) deliver (or make available to Steadfast at City's business offices during normal business hours) copies of all documents relating to City's ownership and/or operation ofthe City 40836735. 16 15