Common use of Leases and Other Agreements Clause in Contracts

Leases and Other Agreements. Seller shall not, on or after the date of this Agreement and on or prior to the Closing Date, enter into any Lease pertaining to the Property except pursuant to the terms and conditions set forth in this Section 9.2. At any time prior to the Closing Date, in the event that Seller intends to enter into a lease with respect to any portion of the Property, Seller shall deliver to Buyer a complete copy of the proposed lease, financial information as to the proposed lessee (with credit reports), and copies of all brokerage agreements (or a detailed list of all brokerage obligations) with respect to such lease. Buyer shall review and approve or disapprove of such lease within ten (10) days after the receipt of all of the foregoing materials. If all such materials are delivered to Buyer on or prior to ten (10) days prior to conclusion of the Review Period, and if (a) such lease (and any brokerage commissions with respect thereto) was negotiated by Seller in good faith and is on market terms, (b) the proposed lessee is creditworthy as determined by Buyer in its reasonable judgment, (c) the proposed use of the premises under such Lease is compatible with the other uses in the Property and is not inconsistent with the general leasing policies of Buyer, as determined by Buyer in its reasonable judgment, and (d) the terms and conditions of such Lease and any brokerage commissions payable with respect thereto are otherwise acceptable to Buyer in its reasonable discretion, then Buyer shall approve such lease and if and when the Closing occurs, Buyer shall assume all obligations under such lease to pay for or construct tenant improvements and shall assume and pay, as and when due, all brokerage commissions with respect to such lease which commissions were disclosed to and approved by Buyer. In the event that Buyer does not affirmatively approve in writing such lease within such ten (10) day period, then Buyer shall be deemed to have disapproved such lease and as long as this Agreement remains effective Seller shall not enter into such lease. Seller's sole remedy with respect to any such disapproval shall be to terminate this Agreement, by written notice to Buyer not later than five (5) days later the expiration of such ten (10) day period, in which case the Earnest Money Deposit, with all interest txxxxxx, shall be refunded to Buyer and this Agreement, and each party's obligations hereunder, shall terminate (except for Buyer's obligations under Section 4.6 hereof, which shall survive such termination). Notwithstanding the foregoing, after the conclusion of the Review Period, in no event shall Seller enter into any lease with respect to the Property without Buyer's prior written consent, which may be granted or withheld in Buyer's sole and absolute discretion. After the date hereof, without Buyer's prior written consent (which will not be unreasonably withheld) in no event shall Seller enter into any agreement or contract with respect to the Property (other than a lease, which shall be governed by the foregoing provisions) which is not terminable on thirty (30) days' prior notice (without premium or penalty). 9.3

Leases and Other Agreements. Seller shall not, on or after Section 7.1 Buyer’s Approval of New Leases and Agreements Affecting the date of this Agreement Property. After the Effective Date and on or prior to the Closing Dateend of the Contingency Period, Seller shall have the right to lease the Property in the same manner as before the making of this Agreement, the same as though Seller were retaining the Property, provided before entering into a new lease or modifying or terminating an existing lease, or other agreement affecting the Property which will be binding on the Property after Closing, Seller shall notify Buyer of the terms thereof for Buyer’s review; provided however, that if any such notification is made within the last three (3) days of the Contingency Period, the Contingency Period shall be extended for three (3) days with respect to that notice and that notice only. After the Contingency Period and prior to the Closing, Seller shall continue to have the right to lease the Property in the same manner as before the making of this Agreement, the same as though Seller were retaining the Property, provided that if this Agreement has not been terminated, Seller shall not enter into any new Lease pertaining to the Property except pursuant to the terms and conditions set forth in this Section 9.2. At any time prior to the Closing Date, in the event that Seller intends to enter into a lease with respect to any portion of or other agreement affecting the Property, Seller shall deliver or modify or terminate any existing Lease or other agreement affecting the Property, which will be binding on the Property after Closing, except as permitted or required under any Lease and except for other agreements which are terminable on no more than thirty (30) days’ notice without payment of any penalty or fee or other cost to Buyer a complete copy Seller, without first obtaining Buyer’s approval of the proposed leaseaction, financial information as to the proposed lessee (with credit reports)which approval will not be unreasonably withheld, and copies of all brokerage agreements (conditioned or a detailed list of all brokerage obligations) with respect to delayed. In such lease. Buyer shall review and approve or disapprove of such lease within ten (10) days after the receipt of all of the foregoing materials. If all such materials are delivered to Buyer on or prior to ten (10) days prior to conclusion of the Review Period, and if (a) such lease (and any brokerage commissions with respect thereto) was negotiated by Seller in good faith and is on market terms, (b) the proposed lessee is creditworthy as determined by Buyer in its reasonable judgment, (c) the proposed use of the premises under such Lease is compatible with the other uses in the Property and is not inconsistent with the general leasing policies of Buyer, as determined by Buyer in its reasonable judgment, and (d) the terms and conditions of such Lease and any brokerage commissions payable with respect thereto are otherwise acceptable to Buyer in its reasonable discretion, then Buyer shall approve such lease and if and when the Closing occurscase, Buyer shall assume all obligations specify in detail the reasons for its disapproval of any such proposed action. If Buyer fails to give Seller notice of its approval or disapproval of any such proposed action requiring its approval under this Section 7.1 within three (3) business days after Seller notifies Buyer of Seller’s desire to take such lease to pay for or construct tenant improvements and shall assume and pay, as and when due, all brokerage commissions with respect to such lease which commissions were disclosed to and approved by Buyer. In the event that Buyer does not affirmatively approve in writing such lease within such ten (10) day periodaction, then Buyer shall be deemed to have disapproved given its approval. Notwithstanding anything set forth herein to the contrary: (a) Buyer hereby approves the leasing transactions described in Schedule 3 attached hereto, and (b) Buyer agrees that Seller may execute leases with such lease prospective tenants on terms consistent with those described in Schedule 3 in all material respects. Any new Lease or other agreement or amendment shall be on Seller’s standard forms for such documents with such revisions negotiated by Seller in good faith and as long as this Agreement remains effective consistent with the economic terms approved by Buyer. Buyer agrees to cooperate with Seller shall not enter into such lease. Seller's sole remedy with respect in enabling Seller to complete any such disapproval shall be to terminate this Agreement, by written notice to Buyer not later than five (5) days later the expiration of such ten (10) day period, in which case the Earnest Money Deposit, with all interest txxxxxx, shall be refunded to Buyer and this Agreement, and each party's obligations hereunder, shall terminate (except for proposed transaction requiring Buyer's obligations under Section 4.6 hereof, which shall survive such termination). Notwithstanding the foregoing, after the conclusion of the Review Period, in no event shall Seller enter into any lease with respect to the Property without Buyer's prior written consent, which may be granted or withheld in Buyer's sole and absolute discretion. After the date hereof, without Buyer's prior written consent (which will not be unreasonably withheld) in no event shall Seller enter into any agreement or contract with respect to the Property (other than a lease, which shall be governed by the foregoing provisions) which is not terminable on thirty (30) days' prior notice (without premium or penalty). 9.3’s approval.

Leases and Other Agreements. Section 7.1 Buyer’s Approval of New Leases and Agreements Affecting the Property. Between the Effective Date and the Closing, Seller shall notcontinue to lease the Property in the same manner as before the making of this Agreement, on the same as though Seller were retaining the Property provided that (i) before the expiration of the Contingency Period, any new Lease executed by Seller (and any renewal, extension or expansion not subject to an agreed fixed rate) must provide for terms consistent with the “Cash Flow Statements” for each Building provided in the Sales Package for the CalTIA Portfolio prepared by Seller’s Broker (the “Sales Package”) or as otherwise approved by Buyer; and (ii) after the date expiration of this Agreement and on or prior to the Closing Date, Contingency Period Seller shall not enter into any new Lease pertaining to the Property except pursuant to the terms and conditions set forth in this Section 9.2. At any time prior to the Closing Date, in the event that Seller intends to enter into a lease with respect to any portion of or other agreement affecting the Property, Seller shall deliver or modify or terminate any existing Lease or other agreement affecting the Property, which will be binding on the Property after Closing, except as permitted or required under any Lease and except for agreements which are terminable on no more than sixty (60) days’ notice without payment of any penalty or fee or other cost to Buyer a complete copy Seller, without first obtaining Buyer’s approval of the proposed leaseaction, financial information as to the proposed lessee (with credit reports)which approval will not be unreasonably withheld, and copies of all brokerage agreements (conditioned or a detailed list of all brokerage obligations) with respect to delayed. In such lease. Buyer shall review and approve or disapprove of such lease within ten (10) days after the receipt of all of the foregoing materials. If all such materials are delivered to Buyer on or prior to ten (10) days prior to conclusion of the Review Period, and if (a) such lease (and any brokerage commissions with respect thereto) was negotiated by Seller in good faith and is on market terms, (b) the proposed lessee is creditworthy as determined by Buyer in its reasonable judgment, (c) the proposed use of the premises under such Lease is compatible with the other uses in the Property and is not inconsistent with the general leasing policies of Buyer, as determined by Buyer in its reasonable judgment, and (d) the terms and conditions of such Lease and any brokerage commissions payable with respect thereto are otherwise acceptable to Buyer in its reasonable discretion, then Buyer shall approve such lease and if and when the Closing occurscase, Buyer shall assume all obligations specify in detail the reasons for its disapproval of any such proposed action. If Buyer fails to give Seller notice of its approval or disapproval of any such proposed action requiring its approval under this Section 7.1 within three (3) business days after Seller notifies Buyer of Seller’s desire to take such lease to pay for or construct tenant improvements and shall assume and pay, as and when due, all brokerage commissions with respect to such lease which commissions were disclosed to and approved by Buyer. In the event that Buyer does not affirmatively approve in writing such lease within such ten (10) day periodaction, then Buyer shall be deemed to have disapproved given its approval. Any new Lease or other agreement or amendment shall be on Seller’s standard forms for such lease and as long as this Agreement remains effective documents. Buyer agrees to cooperate with Seller shall not enter into such lease. Seller's sole remedy with respect in enabling Seller to complete any such disapproval proposed transaction requiring Buyer’s approval. Prior to expiration of the Contingency Period, Seller’s rights hereunder shall be subject to terminate this Agreement, by written notice to the Seller’s giving Buyer not later than five (5) days later prior written notice before entering into any new Leases or agreements affecting the Property and in any case at least three (3) days prior to the expiration of such ten (10) day period, in which case the Earnest Money Deposit, with all interest txxxxxx, shall be refunded to Buyer and this Agreement, and each party's obligations hereunder, shall terminate (except for Buyer's obligations under Section 4.6 hereof, which shall survive such termination). Notwithstanding the foregoing, after the conclusion of the Review Contingency Period, in no event shall Seller enter into any lease with respect to the Property without Buyer's prior written consent, which may be granted or withheld in Buyer's sole and absolute discretion. After the date hereof, without Buyer's prior written consent (which will not be unreasonably withheld) in no event shall Seller enter into any agreement or contract with respect to the Property (other than a lease, which shall be governed by the foregoing provisions) which is not terminable on thirty (30) days' prior notice (without premium or penalty). 9.3.

Leases and Other Agreements. Section 7.1 Buyer’s Approval of New Leases and Agreements Affecting the Property. Between the Effective Date and the Closing, Seller shall notcontinue to lease the Property in the same manner as before the making of this Agreement, on the same as though Seller were retaining the Property, provided, however, that (y) prior to the expiration of the Contingency Period, Seller shall provide written notice to Buyer of its intent to enter into a new lease or modify or terminate any existing Lease and shall allow Buyer two (2) business days to provide comments to, and/or recommendations with respect to, any such proposed action, provided, however, that Seller shall have no obligation to incorporate or consider any such comments or recommendations, and the determination of whether or not to enter into the Lease or Lease modification or termination shall be in Seller’s sole discretion, and (z) after the date expiration of this Agreement the Contingency Period, Seller shall not enter into any new Lease, or modify or terminate any existing Lease which will be binding on the Property after Closing, except as permitted or required under any Lease, without first obtaining Buyer’s approval of the proposed action, which approval shall be granted or withheld in Buyer’s sole discretion. In order to be effective, any such request by Seller for Buyer’s approval under part (z) of the immediately preceding sentence shall be accompanied by (i) a copy of any proposed modification or amendment of an existing Lease or a copy of any new Lease that Seller wishes to execute between the expiration of the Contingency Period and on or prior to the Closing Date, including, without limitation, to the extent not included in the Lease or amendment to Lease, a description of any tenant improvement costs, leasing commissions, free rent and any other concessions associated with any proposed renewal or expansion of an existing Lease or with any such new Lease and (ii) appropriate financial information on the applicable tenant and such other information as Buyer may reasonably require to the extent Seller has such information in its possession. Further, after the expiration of the Contingency Period, Seller shall not enter into any Lease pertaining new agreement affecting the Property, or modify or terminate any agreement affecting the Property, which will be binding on the Property after Closing, except for agreements which are terminable on no more than thirty (30) days’ notice without payment of any penalty or fee or other cost to the Property except pursuant to the terms and conditions set forth in this Section 9.2. At any time prior to the Closing Dateowner, in the event that Seller intends to enter into a lease with respect to any portion of the Property, Seller shall deliver to Buyer a complete copy without first obtaining Buyer’s approval of the proposed leaseaction, financial information as to the proposed lessee (with credit reports), and copies of all brokerage agreements (which approval shall be granted or a detailed list of all brokerage obligations) with respect to such lease. Buyer shall review and approve or disapprove of such lease within ten (10) days after the receipt of all of the foregoing materials. If all such materials are delivered to Buyer on or prior to ten (10) days prior to conclusion of the Review Period, and if (a) such lease (and any brokerage commissions with respect thereto) was negotiated by Seller withheld in good faith and is on market terms, (b) the proposed lessee is creditworthy as determined by Buyer in its reasonable judgment, (c) the proposed use of the premises under such Lease is compatible with the other uses in the Property and is not inconsistent with the general leasing policies of Buyer, as determined by Buyer in its reasonable judgment, and (d) the terms and conditions of such Lease and any brokerage commissions payable with respect thereto are otherwise acceptable to Buyer in its ’s reasonable discretion, then . In case Buyer shall approve disapproves any such lease and if and when the Closing occursrequest from Seller for approval under this Section 7.1, Buyer shall assume all obligations specify in detail the reasons for its disapproval thereof. If Buyer fails to give Seller notice of its approval or disapproval of any such proposed action requiring its approval under this Section 7.1 within three (3) business days after receipt of Seller’s notice requesting such lease to pay for or construct tenant improvements approval, (accompanied by the documents and shall assume and pay, as and when due, all brokerage commissions with respect to such lease which commissions were disclosed to and approved by Buyer. In the event that Buyer does not affirmatively approve in writing such lease within such ten (10) day periodmaterials described above), then Buyer shall be deemed to have disapproved such lease and as long as this Agreement remains effective given its approval to the action or matter described in Seller’s request. Buyer agrees to cooperate with Seller shall not enter into such lease. Seller's sole remedy with respect in enabling Seller to complete any such disapproval shall be to terminate this Agreement, by written notice to Buyer not later than five (5) days later the expiration of such ten (10) day period, in which case the Earnest Money Deposit, with all interest txxxxxx, shall be refunded to Buyer and this Agreement, and each party's obligations hereunder, shall terminate (except for proposed transaction requiring Buyer's obligations under Section 4.6 hereof, which shall survive such termination). Notwithstanding the foregoing, after the conclusion of the Review Period, in no event shall Seller enter into any lease with respect to the Property without Buyer's prior written consent, which may be granted or withheld in Buyer's sole and absolute discretion. After the date hereof, without Buyer's prior written consent (which will not be unreasonably withheld) in no event shall Seller enter into any agreement or contract with respect to the Property (other than a lease, which shall be governed by the foregoing provisions) which is not terminable on thirty (30) days' prior notice (without premium or penalty). 9.3’s approval.

Leases and Other Agreements. SECTION 7.1 BUYER'S APPROVAL OF NEW LEASES AND AGREEMENTS AFFECTING THE PROPERTY. Between the Effective Date and the Closing, Seller shall not, on or after continue to have the date right to lease the Property in the same manner as before the making of this Agreement and on or prior to Agreement, the Closing Datesame as though Seller were retaining the Property, provided that Seller shall not enter into any new Lease pertaining to the Property except pursuant to the terms and conditions set forth in this Section 9.2. At any time prior to the Closing Date, in the event that Seller intends to enter into a lease with respect to any portion of or other agreement affecting the Property, Seller shall deliver or modify or terminate any existing Lease or other agreement affecting the Property, which will be binding on the Property after Closing, except as permitted or required under any Lease and except for other agreements which are terminable on no more than thirty (30) days' notice without payment of any penalty or fee or other cost to Buyer a complete copy Seller, without first obtaining Buyer's approval of the proposed leaseaction, financial information as to the proposed lessee (with credit reports)which approval will not be unreasonably withheld, and copies of all brokerage agreements (conditioned or a detailed list of all brokerage obligations) with respect to delayed. In such lease. Buyer shall review and approve or disapprove of such lease within ten (10) days after the receipt of all of the foregoing materials. If all such materials are delivered to Buyer on or prior to ten (10) days prior to conclusion of the Review Period, and if (a) such lease (and any brokerage commissions with respect thereto) was negotiated by Seller in good faith and is on market terms, (b) the proposed lessee is creditworthy as determined by Buyer in its reasonable judgment, (c) the proposed use of the premises under such Lease is compatible with the other uses in the Property and is not inconsistent with the general leasing policies of Buyer, as determined by Buyer in its reasonable judgment, and (d) the terms and conditions of such Lease and any brokerage commissions payable with respect thereto are otherwise acceptable to Buyer in its reasonable discretion, then Buyer shall approve such lease and if and when the Closing occurscase, Buyer shall assume all obligations specify in detail the reasons for its disapproval of any such proposed action. If Buyer fails to give Seller notice of its approval or disapproval of any such proposed action requiring its approval under this Section 7.1 within three (3) business days after Seller notifies Buyer of Seller's desire to take such lease to pay for or construct tenant improvements and shall assume and pay, as and when due, all brokerage commissions with respect to such lease which commissions were disclosed to and approved by Buyer. In the event that Buyer does not affirmatively approve in writing such lease within such ten (10) day periodaction, then Buyer shall be deemed to have disapproved given its approval. Notwithstanding anything set forth herein to the contrary: (a) Buyer hereby approves the leasing transactions described in SCHEDULE 3 attached hereto, (b) Buyer agrees that Seller may execute leases with such lease prospective tenants on terms consistent with those described in SCHEDULE 3 in all material respects, and as long as this Agreement remains effective (c) Seller shall pay the Leasing Costs (as defined below) incurred to facilitate such leasing transactions if such leases are executed and delivered by Seller prior to Closing; if Seller has not enter into paid such leaseLeasing Costs by Closing, Seller shall credit Buyer with the estimated Leasing Costs for such leases remaining unpaid as of Closing, regardless of whether such leases have been executed. Any new Lease or other agreement or amendment shall be on Seller's sole remedy standard forms for such documents with respect such revisions negotiated by Seller in good faith and consistent with the economic terms approved by Buyer. Buyer agrees to cooperate with Seller in enabling Seller to complete any such disapproval shall be to terminate this Agreement, by written notice to Buyer not later than five (5) days later the expiration of such ten (10) day period, in which case the Earnest Money Deposit, with all interest txxxxxx, shall be refunded to Buyer and this Agreement, and each party's obligations hereunder, shall terminate (except for proposed transaction requiring Buyer's obligations under Section 4.6 hereof, which shall survive such termination). Notwithstanding the foregoing, after the conclusion of the Review Period, in no event shall Seller enter into any lease with respect to the Property without Buyer's prior written consent, which may be granted or withheld in Buyer's sole and absolute discretion. After the date hereof, without Buyer's prior written consent (which will not be unreasonably withheld) in no event shall Seller enter into any agreement or contract with respect to the Property (other than a lease, which shall be governed by the foregoing provisions) which is not terminable on thirty (30) days' prior notice (without premium or penalty). 9.3approval.

Leases and Other Agreements. Seller shall not, on or after the date of this Agreement and on or prior to the Closing Date, enter into any Lease pertaining to the Property except pursuant to the terms and conditions set forth in this Section 9.2. At any time prior to the Closing Date, in the event that Seller intends to enter into a lease with respect to any portion of the Property, Seller shall deliver to Buyer a complete copy of the proposed lease, financial information as to the proposed lessee (with credit reports), and copies of all brokerage agreements (or a detailed list of all brokerage obligations) with respect to such lease. Buyer shall review and approve or disapprove of such lease within ten (10) days after the receipt of all of the foregoing materials. If all such materials are delivered to Buyer on or prior to ten (10) days prior to conclusion of the Review Period, and if (a) such lease (and any brokerage commissions with respect thereto) was negotiated by Seller in good faith and is on market terms, (b) the proposed lessee is creditworthy as determined by Buyer in its reasonable judgment, (c) the proposed use of the premises under such Lease is compatible with the other uses in the Property and is not inconsistent with the general leasing policies of Buyer, as determined by Buyer in its reasonable judgment, and (d) the terms and conditions of such Lease and any brokerage commissions payable with respect thereto are otherwise acceptable to Buyer in its reasonable discretion, then Buyer shall approve such lease and if and when the Closing occurs, Buyer shall assume all obligations under such lease to pay for or construct tenant improvements and shall assume and pay, as and when due, all brokerage commissions with respect to such lease which commissions were disclosed to and approved by Buyer. In the event that Buyer does not affirmatively approve in writing such lease within such ten (10) day period, then Buyer shall be deemed to have disapproved such lease and as long as this Agreement remains effective Seller shall not enter into such lease. Seller's sole remedy with respect to any such disapproval shall be to terminate this Agreement, by written notice to Buyer not later than five (5) days later the expiration of such ten (10) day period, in which case the Earnest Money Earnxxx Xxxey Deposit, with all interest txxxxxxthereon, shall be refunded to Buyer and this Agreement, and each party's obligations hereunder, shall terminate (except for Buyer's such rights and obligations under Section 4.6 that, by the express terms hereof, which shall survive such terminationany termination of this Agreement). Notwithstanding the foregoing, after the conclusion of the Review Period, in no event shall Seller enter into any lease with respect to the Property without Buyer's prior written consent, which may will not be granted unreasonably withheld or withheld in Buyer's sole and absolute discretiondelayed. After the date hereof, without Buyer's prior written consent (which will not be unreasonably withheld) in no event shall Seller enter into any agreement or contract with respect to the Property (other than a lease, which shall be governed by the foregoing provisions) which is not terminable on thirty (30) days' prior notice (without premium or penalty). 9.3in

Leases and Other Agreements. Section 8.1 Buyer's Approval of New Leases and Agreements Affecting the Property. Between the Effective Date and the Closing, Seller shall continue to lease the Property in the same manner as before the making of this Agreement, the same as though Seller were retaining the Property, provided that, (i) prior to the expiration of the Due Diligence Period, Seller shall provide Buyer a copy of any new lease or any amendment or termination of any existing Lease and of any new contract or amendment or termination of any existing contract affecting the Property no less than three (3) business days after the execution thereof (or three (3) days following the Effective Date for any Leases entered into prior to the Effective Date not otherwise delivered to Buyer); provided that Buyer shall not be liable to Seller for any damages or losses that result (i) from Seller’s or its representatives gross negligence or willful misconduct, or (ii) solely as a result of the discovery by Buyer of a pre-existing condition on the Property to the extent the activities of Buyer or Buyer's Agents do not exacerbate the condition and in all events at least three (3) business days prior to the expiration of the Due Diligence Period, and (ii) after the expiration of the Due Diligence Period, Seller shall not, on without first obtaining Buyer's approval of the proposed action, which approval will not be unreasonably withheld, conditioned or after the date of this Agreement and on or prior to the Closing Datedelayed, enter into any Lease pertaining to the Property except pursuant to the terms and conditions set forth in this Section 9.2. At any time prior to the Closing Date, in the event that Seller intends to enter into a new lease with respect to any portion of or other agreement affecting the Property, Seller shall deliver to Buyer a complete copy of or modify or terminate any existing Lease or other agreement affecting the proposed leaseProperty, financial information as to which will be binding on the proposed lessee (with credit reports)Property after Closing, and copies of all brokerage agreements (or a detailed list of all brokerage obligations) with respect to such lease. Buyer shall review and approve or disapprove of such lease within ten (10) days after the receipt of all of the foregoing materials. If all such materials are delivered to Buyer on or prior to ten (10) days prior to conclusion of the Review Period, and if (a) such lease (and except as expressly required under any brokerage commissions with respect thereto) was negotiated by Seller in good faith and is on market termsexisting Lease and, (b) except for agreements which are terminable on no more than thirty (30) days' notice without payment of any penalty or fee or other cost to Seller, without first obtaining Buyer's approval of the proposed lessee is creditworthy as determined by Buyer in its reasonable judgmentaction, (c) the proposed use of the premises under which approval will not be unreasonably withheld, conditioned or delayed. In such Lease is compatible with the other uses in the Property and is not inconsistent with the general leasing policies of Buyer, as determined by Buyer in its reasonable judgment, and (d) the terms and conditions of such Lease and any brokerage commissions payable with respect thereto are otherwise acceptable to Buyer in its reasonable discretion, then Buyer shall approve such lease and if and when the Closing occurscase, Buyer shall assume all obligations specify in detail the reasons for its disapproval of any such proposed action. If Buyer fails to give Seller notice of its approval or disapproval of any such proposed action requiring its approval under this Section 8.1 within three (3) business days after Seller notifies Buyer of Seller's desire to take such lease to pay for or construct tenant improvements and shall assume and pay, as and when due, all brokerage commissions with respect to such lease which commissions were disclosed to and approved by Buyer. In the event that Buyer does not affirmatively approve in writing such lease within such ten (10) day periodaction, then Buyer shall be deemed to have disapproved such given its approval. Any new lease and as long as this Agreement remains effective Seller or other agreement or amendment shall not enter into such lease. be on Seller's sole remedy standard forms for such documents. Buyer agrees to cooperate with respect Seller in enabling Seller to complete any such disapproval shall be to terminate this Agreement, by written notice to Buyer not later than five (5) days later the expiration of such ten (10) day period, in which case the Earnest Money Deposit, with all interest txxxxxx, shall be refunded to Buyer and this Agreement, and each party's obligations hereunder, shall terminate (except for proposed transaction requiring Buyer's obligations under Section 4.6 hereof, which shall survive such termination). Notwithstanding the foregoing, after the conclusion of the Review Period, in no event shall Seller enter into any lease with respect to the Property without Buyer's prior written consent, which may be granted or withheld in Buyer's sole and absolute discretion. After the date hereof, without Buyer's prior written consent (which will not be unreasonably withheld) in no event shall Seller enter into any agreement or contract with respect to the Property (other than a lease, which shall be governed by the foregoing provisions) which is not terminable on thirty (30) days' prior notice (without premium or penalty). 9.3approval.

Leases and Other Agreements. Section 7.1 Buyer’s Approval of New Leases and Agreements Affecting the Property. Between the Effective Date and the Closing, Seller shall not, on or after continue to lease the date Property in the same manner as before the making of this Agreement and on or Agreement, the same as though Seller were retaining the Property provided that (i) prior to the Closing Dateexpiration of the Contingency Period, Seller shall provide Buyer a copy of any new Lease or any amendment or termination of any existing Lease and of any new contract or amendment or termination of any existing contract affecting the Property no less than three (3) business days after the execution thereof and in all events at least three (3) business days prior to the expiration of the Contingency Period, and (ii) after the expiration of the Contingency Period Seller shall not enter into any new Lease pertaining to the Property except pursuant to the terms and conditions set forth in this Section 9.2. At any time prior to the Closing Date, in the event that Seller intends to enter into a lease with respect to any portion of or other agreement affecting the Property, Seller shall deliver or modify or terminate any existing Lease or other agreement affecting the Property, which will be binding on the Property after Closing, except as permitted or required under any Lease and except for agreements which are terminable on no more than thirty (30) days’ notice without payment of any penalty or fee or other cost to Buyer a complete copy Seller, without first obtaining Buyer’s approval of the proposed leaseaction, financial information as to the proposed lessee (with credit reports)which approval will not be unreasonably withheld, and copies of all brokerage agreements (conditioned or a detailed list of all brokerage obligations) with respect to delayed. In such lease. Buyer shall review and approve or disapprove of such lease within ten (10) days after the receipt of all of the foregoing materials. If all such materials are delivered to Buyer on or prior to ten (10) days prior to conclusion of the Review Period, and if (a) such lease (and any brokerage commissions with respect thereto) was negotiated by Seller in good faith and is on market terms, (b) the proposed lessee is creditworthy as determined by Buyer in its reasonable judgment, (c) the proposed use of the premises under such Lease is compatible with the other uses in the Property and is not inconsistent with the general leasing policies of Buyer, as determined by Buyer in its reasonable judgment, and (d) the terms and conditions of such Lease and any brokerage commissions payable with respect thereto are otherwise acceptable to Buyer in its reasonable discretion, then Buyer shall approve such lease and if and when the Closing occurscase, Buyer shall assume all obligations specify in detail the reasons for its disapproval of any such proposed action. If Buyer fails to give Seller notice of its approval or disapproval of any such proposed action requiring its approval under this Section 7.1 within three (3) business days after Seller notifies Buyer of Seller’s desire to take such lease to pay for or construct tenant improvements and shall assume and pay, as and when due, all brokerage commissions with respect to such lease which commissions were disclosed to and approved by Buyer. In the event that Buyer does not affirmatively approve in writing such lease within such ten (10) day periodaction, then Buyer shall be deemed to have disapproved such lease and as long as this Agreement remains effective matter. Buyer agrees to cooperate with Seller shall not enter into such lease. Seller's sole remedy with respect in enabling Seller to complete any such disapproval shall be to terminate this Agreement, by written notice to Buyer not later than five (5) days later the expiration of such ten (10) day period, in which case the Earnest Money Deposit, with all interest txxxxxx, shall be refunded to Buyer and this Agreement, and each party's obligations hereunder, shall terminate (except for proposed transaction requiring Buyer's obligations under Section 4.6 hereof, which shall survive such termination). Notwithstanding the foregoing, ’s approval after the conclusion of the Review Period, in no event shall Seller enter into any lease with respect to the Property without Buyer's prior written consent, which may be granted or withheld in Buyer's sole and absolute discretion. After the date hereof, without Buyer's prior written consent (which will not be unreasonably withheld) in no event shall Seller enter into any agreement or contract with respect to the Property (other than a lease, which shall be governed by the foregoing provisions) which is not terminable on thirty (30) days' prior notice (without premium or penalty). 9.3’s approval thereof.

Leases and Other Agreements. Seller shall not, on or after the date of this Agreement and on or prior to the Closing Date, enter into any Lease pertaining to the Property except pursuant to the terms and conditions set forth in this Section 9.2. At any time prior to the Closing Date, in the event that Seller intends to enter into a lease with respect to any portion of the Property, Seller shall deliver to Buyer a complete copy of the proposed lease, financial information as to the proposed lessee (with credit reports), and copies of all brokerage agreements (or a detailed list of all brokerage obligations) with respect to such lease. Buyer shall review and approve or disapprove of such lease within ten (10) days after the receipt of all of the foregoing materials. If all such materials are delivered to Buyer on or prior to ten (10l0) days prior to conclusion of the Review Period, and if (a) such lease (and any brokerage commissions with respect thereto) was negotiated by Seller in good faith and is on market terms, (b) the proposed lessee is creditworthy as determined by Buyer in its reasonable judgment, (c) the proposed use of the premises under such Lease is compatible with the other uses in the Property and is not inconsistent with the general leasing policies of Buyer, as determined by Buyer in its reasonable judgment, and (d) the terms and conditions of such Lease and any brokerage commissions payable with respect thereto are otherwise acceptable to Buyer in its reasonable discretion, then Buyer shall approve such lease and if and when the Closing occurs, Buyer shall assume all obligations under such lease to pay for or construct tenant improvements and shall assume and pay, as and when due, all brokerage commissions with respect to such lease which commissions were disclosed to and approved by Buyer. In the event that Buyer does not affirmatively approve in writing such lease within such ten (10) day period, then Buyer shall be deemed to have disapproved such lease and as long as this Agreement remains effective Seller shall not enter into such lease. Seller's sole remedy with respect to any such disapproval shall be to terminate this Agreement, by written notice to Buyer not later than five (5) days later the expiration of such ten (10) day period, in which case the Earnest Xxxxxxx Money Deposit, with all interest txxxxxxthereon, shall be refunded to Buyer and this Agreement, and each party's obligations hereunder, shall terminate (except for Buyer's obligations under Section 4.6 hereof, which shall survive such termination). Notwithstanding the foregoing, after the conclusion of the Review Period, in no event shall Seller enter into any lease with respect to the Property without Buyer's prior written consent, which may be granted or withheld in Buyer's sole and absolute discretion. After the date hereof, without Buyer's prior written consent (which will not be unreasonably withheld) in no event shall Seller enter into any agreement or contract with respect to the Property (other than a lease, which shall be governed by the foregoing provisions) which is not terminable on thirty (30) days' prior notice (without premium or penalty). 9.3.

Leases and Other Agreements. Section 7.1 Buyer’s Approval of New Leases and Agreements Affecting the Property. Between the Effective Date and the Closing, Seller shall not, on or after the date of this Agreement and on or prior to the Closing Date, not enter into any new Lease, or modify or terminate any existing Lease pertaining (unless otherwise required to do so by the terms of any Lease), including entering into any renewal or extension of a Lease that is not otherwise exercisable by right by an applicable tenant under a Lease without Seller’s consent, or enter into or modify any other agreement that would be binding upon the Buyer or the Property except pursuant to the terms and conditions set forth in this Section 9.2upon Closing, without Buyer’s consent, which shall not be unreasonably withheld, conditioned or delayed. At any time prior to the Closing Date, in the event that Seller intends to enter into a lease with respect to any portion of the Property, Seller shall deliver to Buyer a complete copy of the proposed lease, financial information as to the proposed lessee (with credit reports), and copies of all brokerage agreements (or a detailed list of all brokerage obligations) with respect to In such lease. Buyer shall review and approve or disapprove of such lease within ten (10) days after the receipt of all of the foregoing materials. If all such materials are delivered to Buyer on or prior to ten (10) days prior to conclusion of the Review Period, and if (a) such lease (and any brokerage commissions with respect thereto) was negotiated by Seller in good faith and is on market terms, (b) the proposed lessee is creditworthy as determined by Buyer in its reasonable judgment, (c) the proposed use of the premises under such Lease is compatible with the other uses in the Property and is not inconsistent with the general leasing policies case of Buyer, as determined by Buyer in its reasonable judgment, and (d) the terms and conditions of such Lease and any brokerage commissions payable with respect thereto are otherwise acceptable to Buyer in its reasonable discretion, then Buyer shall approve such lease and if and when the Closing occurs’s disapproval, Buyer shall assume all obligations specify in detail the reasons for its disapproval of any such proposed action. If Buyer fails to give Seller notice of its approval or disapproval of any such proposed action requiring its approval under this ‎Section 7.1 within five (5) business days after Seller notifies Buyer of Seller’s desire to take such lease to pay for or construct tenant improvements and shall assume and pay, as and when due, all brokerage commissions with respect to such lease which commissions were disclosed to and approved by Buyer. In the event that Buyer does not affirmatively approve in writing such lease within such ten (10) day periodaction, then Buyer shall be deemed to have disapproved given its approval. Any new Lease or other agreement or amendment shall be on Seller’s standard forms for such lease and as long as this Agreement remains effective documents unless otherwise approved by Buyer. Buyer agrees to cooperate with Seller in enabling Seller to complete any such proposed transaction requiring Buyer’s approval. Any request for approval by Seller shall not enter into include all material details of the proposed transaction including any financial obligations (e.g. tenant improvement allowances, brokerage commissions, etc.) which would be the obligation of Buyer upon Closing if such leaseproposed Lease or agreement, or modification thereof, is approved by Buyer. Seller's sole remedy Seller agrees to communicate to Buyer with respect to any such disapproval proposed Lease or agreement, or modification thereof, and the details thereof, promptly after Seller becomes aware thereof, and Seller shall be also provide updates as to terminate this Agreementthe status of any proposed Lease or agreement or any modification thereof, by written notice to Buyer not later than five (5) days later the expiration from time to time upon request and to advise Buyer of such ten (10) day period, in which case the Earnest Money Deposit, with all interest txxxxxx, shall be refunded any written notices of default received by Seller from Tenants or issued by Seller to Buyer and this Agreement, and each party's obligations hereunder, shall terminate (except for Buyer's obligations under Section 4.6 hereof, which shall survive such termination). Notwithstanding the foregoing, after the conclusion of the Review Period, in no event shall Seller enter into any lease with respect to the Property without Buyer's prior written consent, which may be granted or withheld in Buyer's sole and absolute discretion. After the date hereof, without Buyer's prior written consent (which will not be unreasonably withheld) in no event shall Seller enter into any agreement or contract with respect to the Property (other than a lease, which shall be governed by the foregoing provisions) which is not terminable on thirty (30) days' prior notice (without premium or penalty). 9.3Tenants.

Leases and Other Agreements. Seller shall not, on or after the date of this Agreement and on or prior to the Closing Date, enter into any Lease pertaining to the Property except pursuant to the terms and conditions set forth in this Section 9.2. At any time prior to the Closing Date, in the event that Seller intends to enter into a lease with respect to any portion of the Property, Seller shall deliver to Buyer a complete copy of the proposed lease, financial information as to the proposed lessee (with credit reports), and copies of all brokerage agreements (or a detailed list of all brokerage obligations) with respect to such lease. Buyer shall review and approve or disapprove of such lease within ten (10) days after the receipt of all of the foregoing materials. If all such materials are delivered to Buyer on or prior to ten (10) days prior to conclusion of the Review Period, and if (a) such lease (and any brokerage commissions with respect thereto) was negotiated by Seller in good faith and is on market terms, (b) the proposed lessee is creditworthy as determined by Buyer in its reasonable judgment, (c) the proposed use of the premises under such Lease is compatible with the other uses in the Property and is not inconsistent with the general leasing policies of Buyer, as determined by Buyer in its reasonable judgment, and (d) the terms and conditions of such Lease and any brokerage commissions payable with respect thereto are otherwise acceptable to Buyer in its reasonable discretion, then Buyer shall approve such lease and if and when the Closing occurs, Buyer shall assume all obligations under such lease to pay for or construct tenant improvements and shall assume and pay, as and when due, all brokerage commissions with respect to such lease which commissions were disclosed to and approved by Buyer. In the event that Buyer does not affirmatively approve in writing such lease within such ten (10) day period, then Buyer shall be deemed to have disapproved such lease and as long as this Agreement remains effective Seller shall not enter into such lease. Seller's sole remedy with respect to any such disapproval shall be to terminate this Agreement, by written notice to Buyer not later than five (5) days later the expiration of such ten (10) day period, in which case the Earnest Money Deposit, with all interest txxxxxx, shall be refunded to Buyer and this Agreement, and each party's obligations hereunder, shall terminate (except for Buyer's obligations under Section 4.6 hereof, which shall survive such termination). Notwithstanding the foregoing, after the conclusion of the Review Period, in no event shall Seller enter into any lease with respect to the Property without Buyer's prior written consent, which may be granted or withheld in Buyer's sole and absolute discretion. After the date hereof, without Buyer's prior written consent (which will not be unreasonably withheld) in no event shall Seller enter into any agreement or contract with respect to the Property (other than a lease, which shall be governed by the foregoing provisions) which is not terminable on thirty (30) days' prior notice (without premium or penalty). 9.3shall