Common use of Future Operations Clause in Contracts

Future Operations. (a) From the date of this Agreement until the Closing or earlier termination Agreement: (i) Seller will keep and maintain the Property in substantially its condition as of the date of this Agreement; (ii) Seller will perform all Seller's obligations under the Contracts and Leases. Seller will not, without the prior written consent of Purchaser, modify, enter into, or renew any Contract or Lease which cannot be canceled upon thirty (30) days' prior written notice. (iii) Seller will continue to manage the Property in a prudent mariner consistent with Seller's past practices. (b) Except with respect to the proposed lease with CDG, which Purchaser approved, from the Effective Date until the Closing or earlier termination of this Agreement. Seller will not lease any space in the Improvements except upon the prior written approval of Purchaser (such approval not to be unreasonably withheld or delayed; provided however, this limitation upon Seller shall not apply with respect to lease renewals and lease extensions pursuant to rights granted under an existing lease. In addition, Seller shall not apply security deposits unless the corresponding tenant is out a f the demised premises by the Closing Date. All costs and expenses (the "New Lease Expenses") incurred and paid by Seller under any new lease entered into after the Effective Date (each a "New Lease") shall be paid by Purchaser in accordance with Section 6.6(c) hereof. Said costs and expenses shall include, but not be limited to, costs incurred and paid by Seller for tenant improvements, leasing commissions, capital improvements, and reasonable attorneys' fees. Notwithstanding anything to the contrary contained herein, Seller will credit Purchaser at Closing (i) up to the amount of $275,000.00 for the New Lease Expenses assumed by Purchaser with respect to the proposed CDG lease and (ii) up to the amount of $24,516.00 00 for lease renewal commissions, unless otherwise paid prior to Closing, with respect to leases for: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ATM, Seguin Nails Coleville, D.D.S., Subway, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Valerie's Hair, Hill's Jewelers, Popeye's Chicken, an ▇▇▇▇▇ ▇▇▇▇▇▇ Cosmetics, and the New Lease Expenses for each New Lease allocable to and payable by Seller shall be determined by multiplying the amount of such New Lease Expenses by a fraction, the numerator of which shall be the number of days contained in that portion, if any, of the term of such New Lease commencing on the date on which the tenant thereunder shall have commenced to pay fixed rent (the "Rent Commencement Date') and expiring on the date immediately preceding the Closing Date, and the denominator of which shall be the total number of days contained in the period commencing on the Rent Commencement Date and expiring an the date of the scheduled expiration of the term of such New Lease, and the remaining balance of the New Lease Expenses for each New Lease shall be allocable to and payable by Purchaser. The Rent Commencement Date under a renewal, extension, expansion or modification of a Lease shall be deemed to be (A) in the case of a renewal or extension (whether effective prior to or after the Closing, or in the form of an option exercisable in the future), the first date during such renewal or extension period after the originally scheduled expiration of the term of such Lease on which the tenant under such Lease commences to pay fixed rent, (B) in the case of an expansion (whether effective prior to or after the Closing, or in the form of an option exercisable in the future), the date on which the tenant under such Lease commences to pay fixed rent for the additional space, and (C) In the case of a modification not also involving a renewal, extension or expansion of such Lease, the effective date of such modification agreement. At the Closing, Purchaser shall reimburse Seller for all New Lease Expenses theretofore paid by Seller, if any, in excess of the portion of die New Lease Expenses allocated to Seller pursuant to the provisions of the preceding sentence.

Future Operations. (a) From the date of this Agreement until the Closing or earlier termination of this Agreement: (i) Seller will keep and maintain the Property in substantially its condition as of the date of this Agreement; (ii) Seller will perform all Seller's obligations under the Contracts and Leases. Seller will not, without the prior written consent of Purchaser, modify, enter into, or renew any Contract or Lease which cannot be canceled cancelled upon thirty (30) days' days prior written notice. (iii) Seller will continue to manage the Property in a prudent mariner manner consistent with Seller's past practices. (b) Except with respect to the proposed lease with CDG, which Purchaser approved, from From the Effective Date until the Closing or earlier termination of this Agreement. , Seller will not lease any space in the Improvements except upon the prior written approval of Purchaser (such approval not to be unreasonably withheld or delayed); provided however, this limitation upon Seller shall not apply with respect to lease renewals and lease extensions pursuant to rights granted under an existing lease. In addition, Seller shall not apply security deposits unless the corresponding tenant is out a f of the demised premises by the Closing Date. All costs and expenses (the "New Lease Expenses") incurred and paid by Seller under any new lease entered into after the Effective Date (each each, a "New Lease") shall be paid by Purchaser in accordance with Section 6.6(c) hereof. Said costs and expenses shall include, but not be limited to, costs incurred and paid by Seller for tenant improvements, leasing commissions, capital improvements, and reasonable attorneys' attorney's fees. Notwithstanding anything to the contrary contained herein, Seller will credit Purchaser at Closing (i) up to the amount of $275,000.00 for the New Lease Expenses assumed by Purchaser with respect to the proposed CDG lease and (ii) up to the amount of $24,516.00 00 for lease renewal commissions, unless otherwise paid prior to Closing, with respect to leases for: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ATM, Seguin Nails Coleville, D.D.S., Subway, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Valerie's Hair, Hill's Jewelers, Popeye's Chicken, an ▇▇▇▇▇ ▇▇▇▇▇▇ Cosmetics, and the New Lease Expenses for each New Lease allocable to and payable by Seller shall be determined by multiplying the amount of such New Lease Expenses by a fraction, the numerator of which shall be the number of days contained in that portion, if any, of the term of such New Lease commencing on the date on which the tenant thereunder shall have commenced to pay fixed rent (the "Rent Commencement Date'") and expiring on the date immediately preceding the Closing Date▇▇▇▇, and the denominator of which shall be the total number of days contained in the period commencing on the Rent Commencement Date and expiring an on the date of the scheduled expiration of the term of such New Lease, and the remaining balance of the New Lease Expenses for each New Lease shall be allocable to and payable by Purchaser. The Rent Commencement Date under a renewal, extension, expansion or modification of a Lease shall be deemed to be (A) in the case of a renewal or extension (whether effective prior to or after the Closing, or in the form of an option exercisable in the future), the first date during such renewal or extension period after the originally scheduled expiration of the term of such Lease on which the tenant under such Lease commences to pay fixed rent, (B) in the case of an expansion (whether effective prior to or after the Closing, or in the form of an option exercisable in the future), the date on which the tenant under such Lease commences to pay fixed rent for the additional space, and (C) In in the case of a modification not also involving a renewal, extension or expansion of such Lease, the effective date of such modification agreement. At the Closing, Purchaser shall reimburse Seller for all New Lease Expenses theretofore paid by Seller, if any, in excess of the portion of die the New Lease Expenses allocated to Seller pursuant to the provisions of the preceding sentence.

Future Operations. (a) From the date Effective Date of this Agreement until the Closing or earlier termination Agreement: (i) Seller will keep and maintain the Property in substantially its condition as of the date of this Agreement; (ii) , Seller will shall perform all Seller's its obligations under the Contracts and LeasesLease. Seller will shall have no obligation to perform any repairs, make improvements, cure violations or take any other action at the Property, Seller shall be permitted to make Tenant Allowance and Broker’s Fee disbursements in accordance with the Lease. Seller shall not, without the prior written consent of Purchaser: (i) cancel, modifyterminate, enter intoamend, extend or otherwise modify the Lease, or renew any Contract (ii) accept a surrender of the Lease prior to the expiration date thereof, or Lease which cannot be canceled upon thirty (30) days' prior written notice. (iii) enter into any new leases or licenses or other occupancy agreements, or (iv) enter into service agreements or contracts unless such agreements and contracts are terminable and are terminated prior to or at Closing. Seller will continue shall deliver to manage Purchaser a notice of each proposed action for which Purchaser’s consent is required hereunder, setting forth such information as Seller believes is relevant thereto. Purchaser shall have five (5) business days after delivery to it of such notice to determine whether or not to consent to such action. If Purchaser shall not give notice of its approval within such five (5) business day period, Purchaser shall be deemed to have objected to such action. If the Property in a prudent mariner consistent with Lease requires that Seller's past practices. (b) Except ’s consent be given to any matter or not be unreasonably withheld delayed or conditioned with respect to a matter, Seller shall endeavor to advise Purchaser of any such requests; provided, however, that Seller may consent thereto. Concurrently with delivery or within two (2) business days following receipt, Seller shall deliver to Purchaser a copy of every notice sent to or received from Tenant under the proposed lease with CDGLease, which Purchaser approved, from the Effective Date until the Closing or earlier termination of this Agreementas applicable. Seller will not lease advise Purchaser promptly of any space in the Improvements except upon the prior written approval of Purchaser (such approval not to be unreasonably withheld suit, action, arbitration, or delayed; provided however, this limitation upon Seller shall not apply with respect to lease renewals and lease extensions pursuant to rights granted under an existing lease. In addition, Seller shall not apply security deposits unless the corresponding tenant legal or other proceedings or governmental investigation which is out a f the demised premises by the Closing Date. All costs and expenses (the "New Lease Expenses") incurred and paid by Seller under any new lease entered into instituted after the Effective Date (each a "New Lease") and which concerns or affects Seller or the Property. It shall be paid by Purchaser in accordance with Section 6.6(c) hereof. Said costs and expenses shall include, but not be limited to, costs incurred and paid by Seller for tenant improvements, leasing commissions, capital improvements, and reasonable attorneys' fees. Notwithstanding anything to the contrary contained herein, Seller will credit Purchaser at a condition of Closing (i) up to the amount of $275,000.00 for the New Lease Expenses assumed by benefit of Purchaser with respect to that Tenant has not abandoned the proposed CDG lease and (ii) up to the amount of $24,516.00 00 for lease renewal commissions, unless otherwise paid prior to Closing, with respect to leases for: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ATM, Seguin Nails Coleville, D.D.S., Subway, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Valerie's Hair, Hill's Jewelers, Popeye's Chicken, an ▇▇▇▇▇ ▇▇▇▇▇▇ Cosmetics, and the New Lease Expenses for each New Lease allocable to and payable by Seller shall be determined by multiplying the amount of such New Lease Expenses by a fraction, the numerator of which shall be the number of days contained in that portion, if any, of the term of such New Lease commencing on the date on which the tenant thereunder shall have commenced to pay fixed rent (the "Rent Commencement Date') and expiring on the date immediately preceding the Closing Date, and the denominator of which shall be the total number of days contained in the period commencing on the Rent Commencement Date and expiring an the date of the scheduled expiration of the term of such New Lease, and the remaining balance of the New Lease Expenses for each New Lease shall be allocable to and payable by Purchaser. The Rent Commencement Date under a renewal, extension, expansion or modification of a Lease shall be deemed to be (A) in the case of a renewal or extension (whether effective prior to or after the Closing, or in the form of an option exercisable in the future), the first date during such renewal or extension period after the originally scheduled expiration of the term of such Lease on which the tenant under such Lease commences to pay fixed rent, (B) in the case of an expansion (whether effective prior to or after the Closing, or in the form of an option exercisable in the future), the date on which the tenant under such Lease commences to pay fixed rent for the additional space, and (C) In the case of a modification not also involving a renewal, extension or expansion of such Lease, the effective date of such modification agreement. At the Closing, Purchaser shall reimburse Seller for all New Lease Expenses theretofore paid by Seller, if any, in excess of the portion of die New Lease Expenses allocated to Seller pursuant to the provisions of the preceding sentencePremises.

Future Operations. During the pendency of this Agreement: (a) From Seller shall carry on its business and activities relating to the Property in an manner that is consistent with its maintenance and management policies including but not limited to current tenant selection practices, including (a) the leasing of the Property, substantially in the same manner as it did for the one year period preceding the date of this Agreement until the Closing or earlier termination Agreement: (i) Seller will keep and maintain staffing at the Property same levels; (b) all maintenance, repair and replacement work in substantially its condition as of accordance with Seller’s policies and practices prior to the date of this Agreement; Agreement including: (i) replacement of carpet and appliances (including individual air-conditioning units) in the ordinary course of business, (ii) interior painting in the ordinary course of business, and (iii) day to day maintenance and repair of roofs and other building systems, decks, patios, stairways, parking lots and structures, landscaping, gates and fences and other items requiring periodic maintenance and repair. Notwithstanding the foregoing, nothing contained in this Section shall affect or otherwise diminish the rights and obligations of Purchaser and Seller will perform under Section 8 with respect to a casualty. On or prior to the Closing Date, Seller shall have performed all work necessary to make all apartments within the Property that have been vacant for more than seven (7) days prior to the Closing Date ready for occupancy by incoming tenants, consistent with Seller's obligations under ’s past practices (the Contracts “Ready Work”), and, to the extent that Ready Work for any vacant apartments has not been completed, Purchaser shall receive a credit at Closing in an amount equal to Seven Hundred Fifty Dollars ($750.00) for each apartment for which Ready Work has not been completed. (b) From the Effective Date until Closing, Seller shall not enter into any agreement or instrument or take any action which would constitute a lien or other encumbrances of the Property, or which would be outside the normal scope of maintaining and Leases. Seller will notoperating the Property in a safe and lawful manner, without the prior written consent of Purchaser. (c) Seller shall renew, modifyextend or modify or otherwise comply with the terms of any Section 8 contracts or other contracts related to the Property or its tenants in accordance with the terms thereof subject to the review and approval of Purchaser. The form of renewal and application shall be forwarded to the Sellers upon its completion by Purchaser. (d) Without Purchaser’s prior written approval, enter intoSeller will not execute any contract for, or renew on behalf of, or affecting any Contract or Lease Property which cannot be canceled upon thirty (30) days' prior written notice. (iii) Seller will continue to manage the Property in a prudent mariner consistent with Seller's past practices. (b) Except with respect to the proposed lease with CDG, which Purchaser approved, from the Effective Date until the Closing or earlier termination of this Agreement. Seller will not lease any space in the Improvements except upon the prior written approval of Purchaser (such approval not to be unreasonably withheld or delayed; provided however, this limitation upon Seller shall not apply with respect to lease renewals and lease extensions pursuant to rights granted under an existing lease. In addition, Seller shall not apply security deposits unless the corresponding tenant is out a f the demised premises by the Closing Date. All costs and expenses (the "New Lease Expenses") incurred and paid by Seller under any new lease entered into after the Effective Date (each a "New Lease") shall be paid by Purchaser in accordance with Section 6.6(c) hereof. Said costs and expenses shall include, but not be limited to, costs incurred and paid by Seller for tenant improvements, leasing commissions, capital improvements, and reasonable attorneys' fees. Notwithstanding anything to the contrary contained herein, Seller will credit Purchaser at Closing (i) up to the amount of $275,000.00 for the New Lease Expenses assumed by Purchaser with respect to the proposed CDG lease and (ii) up to the amount of $24,516.00 00 for lease renewal commissions, unless otherwise paid terminated prior to Closing, with respect to leases for: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ATM, Seguin Nails Coleville, D.D.S., Subway, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Valerie's Hair, Hill's Jewelers, Popeye's Chicken, an ▇▇▇▇▇ ▇▇▇▇▇▇ Cosmetics, and the New Lease Expenses for each New Lease allocable to and payable by Seller shall be determined by multiplying the amount of such New Lease Expenses by a fraction, the numerator of which shall be the number of days contained in that portion, if any, of the term of such New Lease commencing on the date on which the tenant thereunder shall have commenced to pay fixed rent (the "Rent Commencement Date') and expiring on the date immediately preceding the Closing Date, without cause and without charge, costs, penalty or premium. (e) Seller will comply in all material respects with all contractual obligations, laws, ordinances, rules, regulations and governmental requirements applicable to the denominator Property or any written notice from any governmental authority, holder of which shall be the total number any mortgage or board of days contained in the period commencing fire underwriters (or any body performing similar functions) requiring any work, repairs, construction, alterations or installations on the Rent Commencement Date and expiring an the date of the scheduled expiration of the term of such New Lease, and the remaining balance of the New Lease Expenses for each New Lease shall be allocable to and payable by Purchaser. The Rent Commencement Date under a renewal, extension, expansion or modification of a Lease shall be deemed to be (A) in the case of a renewal or extension (whether effective prior to or after the Closing, or in the form connection with any Property in order to comply with or asserting any violation of an option exercisable in the future)any applicable law, the first date during such renewal regulation or extension period after the originally scheduled expiration of the term of such Lease on which the tenant under such Lease commences to pay fixed rent, (B) in the case of an expansion (whether effective prior to or after the Closing, or in the form of an option exercisable in the future), the date on which the tenant under such Lease commences to pay fixed rent for the additional space, and (C) In the case of a modification not also involving a renewal, extension or expansion of such Lease, the effective date of such modification agreement. At the Closing, Purchaser shall reimburse Seller for all New Lease Expenses theretofore paid by Seller, if any, in excess of the portion of die New Lease Expenses allocated to Seller pursuant to the provisions of the preceding sentenceother governmental requirement.

Future Operations. (a) From the date of this Agreement until the Closing or earlier termination of this Agreement: (i) : Seller will keep shall operate and maintain the Property substantially in substantially its condition as of accordance with Seller’s past practices with respect to the date of this Agreement; (ii) Property, normal wear and tear excepted; Seller will perform all of Seller's ’s obligations under the Contracts and LeasesContracts. Seller will not, without the prior written consent of Purchaser, modify, enter into, or renew any Contract or Lease which cannot be canceled cancelled upon thirty (30) days' days prior written notice. (iii) Seller will continue to manage the Property in a prudent mariner consistent with Seller's past practices. (b) Except with respect to the proposed lease with CDG, which Purchaser approved, from . From and after the Effective Date until the Closing or earlier termination of this Agreement. , Seller will not lease any space in the Improvements except upon the prior written approval of Purchaser (such approval not to be unreasonably withheld or delayed); provided provided, however, this limitation upon Seller shall not apply with respect to lease renewals and renewals, lease extensions extensions, rights of first refusal or offer, or options pursuant to rights granted under an leases existing lease. In addition, Seller shall not apply security deposits unless as of the corresponding tenant is out a f the demised premises by the Closing Effective Date. All costs and expenses (the "New Lease Expenses") incurred and paid by Seller under (i) any new lease entered into after the Effective Date and (each a "New Lease"ii) any extension, renewal or modification of an existing lease entered into after the Effective Date, shall be paid by Purchaser in accordance with Section 6.6(c6.6(b) hereofof this Agreement. Said costs and expenses shall include, but not be limited to, costs incurred and paid by Seller for tenant improvements, leasing commissions, capital improvements, and reasonable attorneys' attorney’s fees. Notwithstanding anything If Purchaser does not deliver written notice to the contrary contained hereinSeller of its approval or disapproval of any matters for which Seller seeks Purchaser’s approval as set forth above within five (5) business days after Purchaser’s receipt of Seller’s request for such approval, Seller will credit Purchaser at Closing (i) up to the amount of $275,000.00 for the New Lease Expenses assumed by Purchaser with respect to the proposed CDG lease and (ii) up to the amount of $24,516.00 00 for lease renewal commissions, unless otherwise paid prior to Closing, with respect to leases for: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ATM, Seguin Nails Coleville, D.D.S., Subway, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Valerie's Hair, Hill's Jewelers, Popeye's Chicken, an ▇▇▇▇▇ ▇▇▇▇▇▇ Cosmetics, and the New Lease Expenses for each New Lease allocable to and payable by Seller shall be determined by multiplying the amount of such New Lease Expenses by a fraction, the numerator of which shall be the number of days contained in that portion, if any, of the term of such New Lease commencing on the date on which the tenant thereunder shall have commenced to pay fixed rent (the "Rent Commencement Date') and expiring on the date immediately preceding the Closing Date, and the denominator of which shall be the total number of days contained in the period commencing on the Rent Commencement Date and expiring an the date of the scheduled expiration of the term of such New Lease, and the remaining balance of the New Lease Expenses for each New Lease shall be allocable to and payable by Purchaser. The Rent Commencement Date under a renewal, extension, expansion or modification of a Lease shall be deemed to be (A) in the case of a renewal or extension (whether effective prior have approved such matters and to or after the Closing, or in the form of an option exercisable in the future), the first date during such renewal or extension period after the originally scheduled expiration of the term of such Lease on which the tenant under such Lease commences have agreed to pay fixed rent, (B) in the case of an expansion (whether effective prior to or after the Closing, or in the form of an option exercisable in the future), the date on which the tenant under such Lease commences to pay fixed rent for the additional space, and (C) In the case of a modification not also involving a renewal, extension or expansion of such Lease, the effective date of such modification agreementassume all obligations with respect thereto. At the Closing, Purchaser shall reimburse Seller for all New Lease Expenses theretofore paid by Seller, if any, in excess of the portion of die New Lease Expenses allocated to Seller pursuant to the provisions of the preceding sentence.MISCELLANEOUS

Future Operations. (a) From the date of this Agreement Effective Date until the Closing or earlier termination of this Agreement: (ia) Seller will keep shall comply with the obligations of the landlord under the Leases which Seller is required to carry out and perform prior to the Closing. (b) Seller shall maintain its existing or comparable casualty and liability insurance with respect to the Property; (c) Seller shall operate and maintain the Property substantially in substantially accordance with its condition as of the date of this Agreementpast practices; (iid) Promptly upon Seller’s execution thereof, but in no event later than three (3) business days prior to the Approval Date, Seller shall provide to Purchaser a copy of any new contract, or any amendment or modification to any existing Contract entered into by Seller during the Due Diligence Period. Between the Approval Date and Closing, Seller will perform all Seller's enter into only those Contracts which Seller believes are necessary to carry out its obligations under Paragraph 13(b) hereof and which shall be cancelable on not more than thirty (30) days’ written notice or without the Contracts payment of any termination or other similar fee. If Seller enters into any such Contract after the Approval Date, Seller shall provide prompt notice thereof to Purchaser and Leasesunless Purchaser, within five (5) business days after such Seller’s notice, notifies Seller of Purchaser’s intention not to assume such Contract, the Contract shall be assumed by Purchaser at Closing pursuant to Paragraph 5. (e) (i) Promptly upon Seller’s execution thereof, but in no event later than three (3) business days prior to the Approval Date, Seller shall provide to Purchaser a copy of any new Lease, or of any amendment or modification to any existing Lease listed on Exhibit “H” attached hereto, entered into by Seller during the Due Diligence Period. Seller will notBetween the Approval Date and Closing, without the prior written consent of Purchaser, modifywhich consent shall not be unreasonably withheld, enter intodelayed or conditioned Seller shall not: (A) execute any new Lease affecting the Property, or any part thereof; (B) amend any existing Lease listed on Exhibit “H” attached hereto; or (C) terminate or accept the surrender of any Lease; provided, however, that Seller is authorized to accept the termination of any Lease at the end of its existing term and to expand, extend or renew any Contract Lease pursuant to expansion, extension or Lease renewal options contained therein. (ii) With respect to any request for consent pursuant to Paragraph 13(d)(i), if Purchaser: (A) shall fail either to consent or to expressly withhold its consent by a notice to Seller which cannot specifically states the reasonable basis for Purchaser’s objection within five (5) business days after Purchaser’s receipt of such request; or (B) unreasonably refuses to grant its consent, then Purchaser shall be canceled upon thirty (30) days' prior written noticedeemed to have consented to such request. (iii) Seller will continue shall make good faith efforts to manage obtain and deliver to Purchaser, on or before Closing (with estoppel certificates to be sent to Purchaser promptly as they are received) estoppel certificates dated no more than forty-five (45) days prior to the Property Closing Date [without taking into account any extension of the original Closing Date (x) of thirty (30) or fewer days as elsewhere provided, or (y) due to Purchaser’s failure to close in a prudent mariner consistent timely manner] from: (A) A&P, Planet Fitness, Walgreens, Rite Aid, Petco (at both the Kinnelon Real Property and Midland Park Real Property), Kings, CVS and Tuesday Morning (the “Major Tenants”), substantially in the form attached hereto as Exhibit “F” or on such Major Tenants’ form in accordance with Seller's past practices. the terms of their respective Leases; (bB) Except with respect to from all tenants occupying a minimum of 4,000 square feet of gross leasable area; and (C) other tenants leasing at least seventy-five (75%) percent of the proposed lease with CDG, which Purchaser approved, from remaining square footage of the Effective Date until buildings constituting the Closing Real Property (measured by gross leasable square footage of space occupied by tenants) substantially in the form attached hereto as Exhibit “F” or earlier termination the form required by the terms of this Agreementtheir Lease (the estoppels set forth in (B) and (C) being the “Required In-Line Tenants”). Seller will not lease any space shall request an estoppel certificate from each tenant in accordance with the Improvements except upon terms of the prior written approval of Purchaser (such approval not to be unreasonably withheld or delayed; provided howeverapplicable Lease, this limitation upon but Seller shall not apply be obligated to expend any funds (other than nominal printing and delivery costs) in connection with respect to lease renewals and lease extensions pursuant to rights granted under an existing lease. In addition, Seller shall not apply security deposits unless the corresponding obtaining any such tenant is out a f the demised premises by the Closing Date. All costs and expenses (the "New Lease Expenses") incurred and paid by Seller under any new lease entered into after the Effective Date (each a "New Lease") shall be paid by Purchaser in accordance with Section 6.6(c) hereof. Said costs and expenses shall include, but not be limited to, costs incurred and paid by Seller for tenant improvements, leasing commissions, capital improvements, and reasonable attorneys' fees. Notwithstanding anything to the contrary contained herein, Seller will credit Purchaser at Closing (i) up to the amount of $275,000.00 for the New Lease Expenses assumed by Purchaser with respect to the proposed CDG lease and (ii) up to the amount of $24,516.00 00 for lease renewal commissions, unless otherwise paid prior to Closing, with respect to leases for: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ATM, Seguin Nails Coleville, D.D.S., Subway, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Valerie's Hair, Hill's Jewelers, Popeye's Chicken, an ▇▇▇▇▇ ▇▇▇▇▇▇ Cosmeticsestoppel certificates, and the New Lease Expenses for each New Lease allocable failure of Seller to obtain any such tenant estoppel certificates shall not be a breach or default hereunder. Purchaser shall be allowed to assist Seller in obtaining estoppel certificates and payable by Seller shall be determined by multiplying cooperate reasonably with Purchaser in seeking to obtain the amount same. As of the scheduled Closing Date, if the Required In-Line Tenants have not signed and delivered estoppel certificates which, in each case (x) do not contain any information that materially contradicts any representation or warranty of Seller made herein, or the terms of the applicable Lease, and (y) do not disclose a material default on the part of the landlord or the tenant under the applicable Lease) (the “Estoppel Requirement”), then Seller shall execute and deliver a certificate to Purchaser covering such New Lease Expenses by a fractionRequired In-Line Tenants for which tenant estoppel certificates meeting such requirements have not been signed and delivered (subject to the limitations as hereinafter provided) sufficient (taken together with the tenant estoppel certificates) to satisfy the Estoppel Requirement, the numerator of which certificate shall be the number of days contained in that portion, if any, of the term of such New Lease commencing on the date on which the tenant thereunder shall have commenced to pay fixed rent (the "Rent Commencement Date') and expiring on the date immediately preceding dated the Closing Date, and the denominator of which shall be subject to the total number of days contained same limitations on liability and survivability set forth in Paragraph 7(c) hereof as apply to the period commencing representations and warranties made by Seller, except the Claims Floor shall not apply to any Seller’s certificate, the Survival Period with respect to claims against Seller for common area maintenance charge-related and real estate tax-related errors or omissions in any Seller’s certificate(s) shall end on the Rent Commencement Date and expiring an the date of the scheduled expiration of the term of such New LeaseJune 30, 2015, and the remaining balance Claims Cap with respect to Seller’s certificates shall be Six Hundred Thousand ($600,000.00) Dollars, which cap is inclusive of the New Lease Expenses Five Hundred Thousand ($500,000.00) Dollar cap set forth in Paragraph 7(c). Notwithstanding anything herein to the contrary, (I) a Seller’s certificate may be given by Seller for each New Lease no more than forty (40%) percent of the Required In-Line Tenants, and (II) Purchaser shall be allocable have no obligation to and payable by Purchaseraccept a Seller’s certificate in lieu of an estoppel certificate from any Major Tenant. The Rent Commencement Date under a renewal, extension, expansion or modification A Seller’s certificate delivered in lieu of a Lease tenant estoppel certificate shall be deemed revoked, null and void, if Seller subsequently delivers to Purchaser, within ninety (90) days after Closing, a tenant estoppel certificate covering the Lease to which Seller’s certificate pertains, which contains substantially the same information as such Seller’s certificate and without materially contradicting any information in such Seller’s certificate. In the event that all of the estoppel delivery requirements set forth in this Paragraph 13 are not satisfied by the scheduled Closing Date, taking into account Seller’s certificates to the extent allowable hereunder, Seller shall have the option to extend Closing for up to thirty (30) days to satisfy all such estoppel delivery requirements. In the event the Estoppel Requirement is not met by the scheduled Closing Date (or extended date should Seller elect to extend as aforesaid), taking into account Seller’s certificates to the extent allowable hereunder, then Seller will not be in default by reason thereof, and Purchaser, as its sole option, shall be entitled to terminate this Agreement by notice to Seller given within five (A5) in business days after the case of a renewal scheduled Closing Date or extension (whether effective extended date; provided, however, if the Estoppel Requirement is met at any time prior to or after the Closinggiving of such termination notice by Purchaser as aforesaid, or in the form of an option exercisable in the futurePurchaser shall have no right to terminate this Agreement. If Purchaser timely terminates this Agreement pursuant to this Paragraph 13(d), the first date during such renewal Deposit shall be returned to Purchaser and neither party shall have any further obligations or extension period after the originally scheduled expiration of the term of such Lease on which the tenant under such Lease commences to pay fixed rentliability hereunder, (B) in the case of an expansion (whether effective prior to or after the Closing, or in the form of an option exercisable in the future), the date on which the tenant under such Lease commences to pay fixed rent except for the additional space, and (C) In the case of a modification not also involving a renewal, extension or expansion of such Lease, the effective date of such modification agreement. At the Closing, Purchaser shall reimburse Seller for all New Lease Expenses theretofore paid by Seller, if any, in excess of the portion of die New Lease Expenses allocated to Seller pursuant to the provisions of the preceding sentenceSurviving Obligations.

Future Operations. (a) From the date of this Agreement until the Closing or earlier termination of this Agreement: (i) Seller will keep and maintain the Property in substantially its condition as of the date of this Agreement; (ii) Seller will perform all of Seller's obligations under the Contracts and LeasesContracts. Seller will not, without the prior written consent of Purchaser, modify, enter into, or renew any Contract or Lease which cannot be canceled cancelled upon thirty (30) days' days prior written notice. (iii) Seller will continue to manage the Property in a prudent mariner consistent with Seller's past practices. (b) Except with respect to the proposed lease with CDG, which Purchaser approved, from From the Effective Date until the Closing or earlier termination of this Agreement. , Seller will not lease any space in the Improvements except upon the prior written approval of Purchaser (such approval not to be unreasonably withheld or delayed); provided provided, however, this limitation upon Seller shall not apply with respect to non-discretionary lease renewals and renewals, lease extensions extensions, rights of first refusal or offer, or options pursuant to rights granted under an leases existing leaseas of the Effective Date. In addition, Seller For purposes of this SECTION 9.1(b) it shall not apply security deposits unless be unreasonable for Purchaser to withhold its approval of any new lease so long as such new lease satisfies the corresponding tenant is out a f the demised premises by the Closing Dateapplicable minimum leasing parameters set forth on EXHIBIT I attached hereto. All costs and expenses (the "New Lease Expenses") incurred and paid by Seller under (i) any new lease entered into after the Effective Date and (each a "New Lease"ii) any extension, renewal or modification of an existing lease entered into after the Effective Date, shall be paid by Purchaser in accordance with Section 6.6(cSECTION 6.6(b) hereofof this Agreement. Said costs and expenses shall include, but not be limited to, costs incurred and paid by Seller for tenant improvements, leasing commissions, capital improvements, and reasonable attorney's fees (provided that Purchaser shall only be obligated to reimburse Seller up to $1,500.00 for such reasonable attorneys' fees). Notwithstanding anything If Purchaser does not deliver written notice to the contrary contained hereinSeller of its approval or disapproval of any matters for which Seller seeks Purchaser's approval as set forth above within five (5) business days after Purchaser's receipt of Seller's request for such approval, Seller will credit Purchaser at Closing (i) up to the amount of $275,000.00 for the New Lease Expenses assumed by Purchaser with respect to the proposed CDG lease and (ii) up to the amount of $24,516.00 00 for lease renewal commissions, unless otherwise paid prior to Closing, with respect to leases for: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ATM, Seguin Nails Coleville, D.D.S., Subway, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Valerie's Hair, Hill's Jewelers, Popeye's Chicken, an ▇▇▇▇▇ ▇▇▇▇▇▇ Cosmetics, and the New Lease Expenses for each New Lease allocable to and payable by Seller shall be determined by multiplying the amount of such New Lease Expenses by a fraction, the numerator of which shall be the number of days contained in that portion, if any, of the term of such New Lease commencing on the date on which the tenant thereunder shall have commenced to pay fixed rent (the "Rent Commencement Date') and expiring on the date immediately preceding the Closing Date, and the denominator of which shall be the total number of days contained in the period commencing on the Rent Commencement Date and expiring an the date of the scheduled expiration of the term of such New Lease, and the remaining balance of the New Lease Expenses for each New Lease shall be allocable to and payable by Purchaser. The Rent Commencement Date under a renewal, extension, expansion or modification of a Lease shall be deemed to be (A) in the case of a renewal or extension (whether effective prior have approved such matters and to or after the Closing, or in the form of an option exercisable in the future), the first date during such renewal or extension period after the originally scheduled expiration of the term of such Lease on which the tenant under such Lease commences have agreed to pay fixed rent, (B) in the case of an expansion (whether effective prior to or after the Closing, or in the form of an option exercisable in the future), the date on which the tenant under such Lease commences to pay fixed rent for the additional space, and (C) In the case of a modification not also involving a renewal, extension or expansion of such Lease, the effective date of such modification agreement. At the Closing, Purchaser shall reimburse Seller for assume all New Lease Expenses theretofore paid by Seller, if any, in excess of the portion of die New Lease Expenses allocated to Seller pursuant to the provisions of the preceding sentenceobligations with respect thereto.

Future Operations. (a) From the date of this Agreement until the Closing or earlier termination of this Agreement: : (i) Seller will keep and maintain the Property in substantially its condition as of the date of this Agreement; ; and (ii) Seller will perform all Seller's obligations under the Contracts and Leases. Seller will not, without the prior written consent of Purchaser, modify, enter into, or renew any Contract or Lease which cannot be canceled cancelled upon thirty (30) days' days prior written notice. (iii) Seller will continue to manage the Property in a prudent mariner consistent with Seller's past practices. (b) Except with respect to the proposed lease with CDG, which Purchaser approved, from From the Effective Date until the Closing or earlier termination of this Agreement. , Seller will not lease any space in the Improvements except upon the prior written approval of Purchaser (such approval not to be unreasonably withheld or delayed); provided provided, however, this limitation upon Seller shall not apply with respect to lease renewals and renewals, lease extensions extensions, rights of first refusal or offer, or options pursuant to rights granted under an leases existing lease. In addition, Seller shall not apply security deposits unless as of the corresponding tenant is out a f the demised premises by the Closing Effective Date. All costs and expenses (the "New Lease Expenses") incurred and paid by Seller under (i) any new lease entered into after the Effective Date and (each a "New Lease"ii) any extension, renewal or modification of an existing lease entered into after the Effective Date, shall be paid by Purchaser in accordance with Section 6.6(c6.3(f) hereofof this Agreement. Said costs and expenses shall include, but not be limited to, costs incurred and paid by Seller for tenant improvements, leasing commissions, capital improvements, and reasonable attorneys' attorney's fees. Notwithstanding anything If Purchaser does not deliver written notice to the contrary contained hereinSeller of its approval or disapproval of any matters for which Seller seeks Purchaser's approval as set forth above within five (5) business days after Purchaser's receipt of Seller's request for such approval, Seller will credit Purchaser at Closing (i) up to the amount of $275,000.00 for the New Lease Expenses assumed by Purchaser with respect to the proposed CDG lease and (ii) up to the amount of $24,516.00 00 for lease renewal commissions, unless otherwise paid prior to Closing, with respect to leases for: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ATM, Seguin Nails Coleville, D.D.S., Subway, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Valerie's Hair, Hill's Jewelers, Popeye's Chicken, an ▇▇▇▇▇ ▇▇▇▇▇▇ Cosmetics, and the New Lease Expenses for each New Lease allocable to and payable by Seller shall be determined by multiplying the amount of such New Lease Expenses by a fraction, the numerator of which shall be the number of days contained in that portion, if any, of the term of such New Lease commencing on the date on which the tenant thereunder shall have commenced to pay fixed rent (the "Rent Commencement Date') and expiring on the date immediately preceding the Closing Date, and the denominator of which shall be the total number of days contained in the period commencing on the Rent Commencement Date and expiring an the date of the scheduled expiration of the term of such New Lease, and the remaining balance of the New Lease Expenses for each New Lease shall be allocable to and payable by Purchaser. The Rent Commencement Date under a renewal, extension, expansion or modification of a Lease shall be deemed to be (A) in the case of a renewal or extension (whether effective prior have approved such matters and to or after the Closing, or in the form of an option exercisable in the future), the first date during such renewal or extension period after the originally scheduled expiration of the term of such Lease on which the tenant under such Lease commences have agreed to pay fixed rent, (B) in the case of an expansion (whether effective prior to or after the Closing, or in the form of an option exercisable in the future), the date on which the tenant under such Lease commences to pay fixed rent for the additional space, and (C) In the case of a modification not also involving a renewal, extension or expansion of such Lease, the effective date of such modification agreement. At the Closing, Purchaser shall reimburse Seller for assume all New Lease Expenses theretofore paid by Seller, if any, in excess of the portion of die New Lease Expenses allocated to Seller pursuant to the provisions of the preceding sentenceobligations with respect thereto.

Future Operations. (a) From the date of this Agreement until the Closing or earlier termination of this Agreement: (i) : Seller will keep shall operate and maintain the Property substantially in substantially its condition as of accordance with Seller’s past practices with respect to the date of this Agreement; (ii) Property, normal wear and tear excepted; Seller will perform all of Seller's ’s obligations under the Contracts and LeasesContracts. Seller will not, without the prior written consent of Purchaser, modify, enter into, or renew any Contract or Lease which cannot be canceled cancelled upon thirty (30) days' days prior written notice. (iii) Seller will continue to manage the Property in a prudent mariner consistent with Seller's past practices. (b) Except with respect to the proposed lease with CDG, which Purchaser approved, from . From and after the Effective Date until the Closing or earlier termination of this Agreement. , Seller will not lease any space in the Improvements except upon the prior written approval of Purchaser (such approval not to be unreasonably withheld or delayed); provided provided, however, this limitation upon Seller shall not apply with respect to lease renewals and renewals, lease extensions extensions, rights of first refusal or offer, or options pursuant to rights granted under an leases existing lease. In addition, Seller shall not apply security deposits unless as of the corresponding tenant is out a f the demised premises by the Closing Effective Date. All costs and expenses (the "New Lease Expenses") incurred and paid by Seller under (i) any new lease entered into after the Effective Date and (each a "New Lease"ii) any extension, renewal or modification of an existing lease entered into after the Effective Date, shall be paid by Purchaser in accordance with Section 6.6(c6.6(b) hereofof this Agreement. Said costs and expenses shall include, but not be limited to, costs incurred and paid by Seller for tenant improvements, leasing commissions, capital improvements, and reasonable attorneys' attorney’s fees. Notwithstanding anything If Purchaser does not deliver written notice to the contrary contained hereinSeller of its approval or disapproval of any matters for which Seller seeks Purchaser’s approval as set forth above within five (5) business days after Purchaser’s receipt of Seller’s request for such approval, Seller will credit Purchaser at Closing (i) up to the amount of $275,000.00 for the New Lease Expenses assumed by Purchaser with respect to the proposed CDG lease and (ii) up to the amount of $24,516.00 00 for lease renewal commissions, unless otherwise paid prior to Closing, with respect to leases for: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ATM, Seguin Nails Coleville, D.D.S., Subway, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Valerie's Hair, Hill's Jewelers, Popeye's Chicken, an ▇▇▇▇▇ ▇▇▇▇▇▇ Cosmetics, and the New Lease Expenses for each New Lease allocable to and payable by Seller shall be determined by multiplying the amount of such New Lease Expenses by a fraction, the numerator of which shall be the number of days contained in that portion, if any, of the term of such New Lease commencing on the date on which the tenant thereunder shall have commenced to pay fixed rent (the "Rent Commencement Date') and expiring on the date immediately preceding the Closing Date, and the denominator of which shall be the total number of days contained in the period commencing on the Rent Commencement Date and expiring an the date of the scheduled expiration of the term of such New Lease, and the remaining balance of the New Lease Expenses for each New Lease shall be allocable to and payable by Purchaser. The Rent Commencement Date under a renewal, extension, expansion or modification of a Lease shall be deemed to be (A) in the case of a renewal or extension (whether effective prior have approved such matters and to or after the Closing, or in the form of an option exercisable in the future), the first date during such renewal or extension period after the originally scheduled expiration of the term of such Lease on which the tenant under such Lease commences have agreed to pay fixed rent, (B) in the case of an expansion (whether effective prior to or after the Closing, or in the form of an option exercisable in the future), the date on which the tenant under such Lease commences to pay fixed rent for the additional space, and (C) In the case of a modification not also involving a renewal, extension or expansion of such Lease, the effective date of such modification agreement. At the Closing, Purchaser shall reimburse Seller for assume all New Lease Expenses theretofore paid by Seller, if any, in excess of the portion of die New Lease Expenses allocated to Seller pursuant to the provisions of the preceding sentenceobligations with respect thereto.

Future Operations. (a) From the date of this Agreement until the Closing or earlier termination of this Agreement: (i) Seller will keep and maintain the Property in substantially its condition as of the date of this Agreement; (ii) Seller will perform all Seller's obligations under the Contracts and LeasesContracts. Seller will not, without the prior written consent of Purchaser, modify, enter into, or renew any Contract or Lease which cannot be canceled cancelled upon thirty (30) days' days prior written notice.; (iii) Seller will continue to manage the Property in a prudent mariner manner consistent with Seller's past practices. (b) Except with respect to the proposed lease with CDG, which Purchaser approved, from From the Effective Date until the Closing or earlier termination of this Agreement. , Seller will not lease any space in the Improvements except upon the prior written approval of Purchaser (such approval not to be unreasonably withheld or delayed); provided however, this limitation upon Seller shall not apply with respect to lease renewals and lease extensions pursuant to rights granted under an existing lease. In addition, Seller shall not apply security deposits unless the corresponding tenant is out a f of the demised premises by the Closing Date. All costs and expenses (the "New Lease Expenses") incurred and paid by Seller under any new lease entered into after the Effective Date (each each, a "New Lease") shall be paid by Purchaser in accordance with Section 6.6(c) hereof. Said costs and -------------- expenses shall include, but not be limited to, costs incurred and paid by Seller for tenant improvements, leasing commissions, capital improvements, and reasonable attorneys' attorney's fees. Notwithstanding anything to the contrary contained herein, Seller will credit Purchaser at Closing (i) up to the amount of $275,000.00 for the New Lease Expenses assumed by Purchaser with respect to the proposed CDG lease and (ii) up to the amount of $24,516.00 00 for lease renewal commissions, unless otherwise paid prior to Closing, with respect to leases for: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ATM, Seguin Nails Coleville, D.D.S., Subway, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Valerie's Hair, Hill's Jewelers, Popeye's Chicken, an ▇▇▇▇▇ ▇▇▇▇▇▇ Cosmetics, and the New Lease Expenses for each New Lease allocable to and payable by Seller shall be determined by multiplying the amount of such New Lease Expenses by a fraction, the numerator of which shall be the number of days contained in that portion, if any, of the term of such New Lease commencing on the date on which the tenant thereunder shall have commenced to pay fixed rent (the "Rent Commencement Date'") and expiring on the date immediately preceding the Closing Date, and the denominator of which shall be the total number of days contained in the period commencing on the Rent Commencement Date and expiring an on the date of the scheduled expiration of the term of such New Lease, and the remaining balance of the New Lease Expenses for each New Lease shall be allocable to and payable by Purchaser. The Rent Commencement Date under a renewal, extension, expansion or modification of a Lease shall be deemed to be (A) in the case of a renewal or extension (whether effective prior to or after the Closing, or in the form of an option exercisable in the future), the first date during such renewal or extension period after the originally scheduled expiration of the term of such Lease on which the tenant under such Lease commences to pay fixed rent, (B) in the case of an expansion (whether effective prior to or after the Closing, or in the form of an option exercisable in the future), the date on which the tenant under such Lease commences to pay fixed rent for the additional space, and (C) In in the case of a modification not also involving a renewal, extension or expansion of such Lease, the effective date of such modification agreement. At the Closing, Purchaser shall reimburse Seller for all New Lease Expenses theretofore paid by Seller, if any, in excess of the portion of die the New Lease Expenses allocated to Seller pursuant to the provisions of the preceding sentence.