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create and administer the escrow. <br />(3) Waive the Objections and proceed to close. <br />7. Operation Prior to Closing. During the period from the <br />date of Seller's acceptance of this Agreement to the Closing Date <br />(the "Executory Period "), Seller shall operate and maintain the <br />Property in the ordinary course of business in accordance with <br />prudent, reasonable business standards, including the maintenance <br />of adequate liability insurance and insurance against loss by <br />fire, windstorm and other hazards, casualties and contingencies, <br />including vandalism and malicious mischief. Seller shall execute <br />no contracts, leases or other agreements regarding the Property <br />during the Executory Period that are not terminable on or before <br />the Closing Date, without the written consent of Buyer, which <br />consent may be withheld by Buyer at its sole discretion. <br />8. Representations and Warranties by Seller. Seller <br />represents and warrants to Buyer as follows: <br />(a) Authority. If Seller is a corporation, partnership or <br />other entity, Seller represents that it is duly <br />organized and is in good standing under the laws of the <br />State of Minnesota; Seller is duly qualified to <br />transact business in the State of Minnesota; Seller has <br />the requisite power and authority to enter into and <br />perform this Agreement and those Seller's Closing <br />Documents signed by it; such documents have been duly <br />authorized by all necessary action on the part of <br />Seller and have been duly executed and delivered; such <br />execution, delivery and performance by Seller of such <br />documents does not conflict with or result in a <br />violation of Seller's Articles of Organization or <br />Operating Agreement, or any judgment, order, or decree <br />of any court or arbiter to which Seller is a party; <br />such documents are valid and binding obligations of <br />Seller, and are enforceable in accordance with their <br />terms. <br />(b) Title to Property. Seller owns the Property, free and <br />clear of all encumbrances except the Permitted <br />Encumbrances identified on Exhibit B attached hereto <br />(the "Permitted Encumbrances "). <br />-17- <br />