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which a defense and/or coverage would have been available from a third -party <br />insurer, Optionee shall undertake the defense of any such claim, including a <br />defense of Optionor, at Optionee's sole cost and expense to pay any claim or <br />replace any property or otherwise provide the funding that would have been <br />available from insurance proceeds. <br />7.4. Optionee shall not permit any mechanics', materialmen's or other liens of any <br />kind or nature ( "Liens ") to be filed or enforced against the Property. Optionor reserves the right, <br />at its sole cost and expense, at any time and from time to time, to post and maintain on the <br />Property, or any portion thereof, or on the improvements on the Property, any notices of non - <br />responsibility or other notice as may be desirable to protect Optionor against liability. In <br />addition to, and not as a limitation of Optionor's other rights and remedies under this Section, <br />should Optionee fail, within thirty (30) days of written request from Optionor, either to discharge <br />any Lien (to the extent such Lien is prohibited pursuant to this Section) or to bond for any Lien <br />(to the extent such Lien is prohibited pursuant to this Section), or to defend, indemnify, and hold <br />harmless Optionor from and against any loss, damage, injury, liability or claim arising out of a <br />Lien (to the extent such Lien is prohibited pursuant to this Section), then Optionor, at its option, <br />may elect to pay such Lien, or settle or discharge such Lien and any action or judgment related <br />thereto and all costs, expenses and attorneys' fees incurred in doing so shall be paid to Optionor, <br />as applicable, by Optionee upon written demand. <br />8. Compliance; Property Maintenance and Operation. From the Effective Date, Optionor <br />agrees to act in respect of the Property in the following manner: <br />8.1. Optionor agrees that it will not enter into any leases, licenses or other occupancy <br />permits for the Property without the prior written consent of Optionee in each instance, which <br />consent shall not be unreasonable withheld, conditioned or delayed. <br />8.2. Optionor will timely perform its obligations under any service contracts affecting <br />the Property in accordance with the terms and conditions contained therein. Optionor agrees that <br />it will not enter into amend or terminate any service contracts affecting the Property without the <br />prior written consent of Optionee in each instance, which consent shall not be unreasonable <br />withheld, conditioned or delayed. <br />8.3. Optionor will not enter into any contract or agreement that will be an obligation <br />affecting the Property except for contracts entered into in the ordinary course of business that are <br />terminable without cause and without payment of a fee or penalty on not more than thirty (30) <br />days' notice. <br />8.4. Optionor will continue to operate and maintain the Property in accordance with <br />past practices and, except as agreed in the Remediation Work Plan, will not make any material <br />alterations or changes thereto. Optionor will not remove any Tangible Personal Property except <br />as may be required for necessary repair or replacement, and replacement shall be of <br />approximately equal quality and quantity as the removed item of Tangible Personal Property. <br />8.5. Optionor shall not do anything, nor authorize anything to be done, which would <br />adversely affect the condition of title of the Property. <br />9. Optionor's Representations and Warranties. Optionor hereby represents and warrants to <br />Optionee that, as of the Effective Date: <br />E <br />51528687.9 <br />