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15. Owner's Operating Covenants. (a) Contracts. Prior to the Closing, Owner shall terminate all Contracts, except for the Contracts that Owner agrees to assign to Optionee and that Optionee agrees to assume. Optionee shall notify Owner of those Contracts, if any, that Optionee wishes to assume within thirty (30) days after receipt of such Contracts. If Optionee fails to notify Owner of its election to assume any of the Contracts within such thirty (30) day period, Optionee shall be deemed to have elected not to assume any of the Contracts. Those Contracts that Optionee expressly elects to assume, if any, shall be identified in an exhibit to the Assignment and assigned to and assumed by Optionee pursuant to the Assignment. (b) Leases. From and after the Agreement Date, Owner shall not execute any new leases or modify or amend the Existing Lease, except with Optionee's written approval, g � ' P P PP roval which approval may be withheld in Optionee's sole and absolute discretion. Owner shall not consent to any sublease or occupancy (other than by Tenant), except with Optionee's written approval, which approval may be withheld in Optionee's sole and absolute discretion. (c) Other Operating Covenants. From and after the Agreement Date, Owner shall not encumber the Property with any liens, encumbrances or other instruments creating a cloud on title or securing a monetary obligation that will survive the Closing. Owner shall maintain the Real Property in substantially the same condition as it exists as of the Agreement Date. Owner shall timely discharge, prior to the Closing, any and all obligations relating to work performed on or conducted at or materials delivered to the Real Property from time to time by Owner, or at Owner's direction or on its behalf, in order to prevent the filing of any claim or mechanic's lien with respect to such work or materials, and shall indemnify and hold Optionee harmless from any Claims or liens filed or otherwise claimed, in connection with any work, labor and/or materials performed on or furnished by, through or under Owner prior to the Closing. Until the Closing, Owner shall keep in full force and effect all existing insurance policies affecting the Real Property. 16. Assignment. Optionee may assign this Agreement and its rights and obligations hereunder by delivery to Owner of written notice of such assignment, provided that such assignee expressly assumes all of the obligations and liabilities of Optionee under this Agreement arising or accruing after the date of such assignment. If Optionee assigns this Agreement, then the closing documents to be delivered by Optionee and Owner shall be modified so that the assignee's name is substituted in lieu of the name of Optionee. Subject to the preceding provisions of this Paragraph 16, this Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the parties to this Agreement. 17. Memorandum of Agreement. At Optionee's request Owner shall execute and acknowledge a Memorandum of this Agreement substantially in the form attached hereto as Exhibit B (the "Memorandum "), and Optionee shall be entitled to record same in the official land records of the County. If Optionee fails to exercise the Option within the Option Term, or if this Agreement otherwise terminates for reasons other than Owner's default, Optionee shall execute a quitclaim deed sufficient to release the Memorandum from the Property. Option Agreement 20 Chemical 10.05. 2010 v.5 20