Common use of OPERATION OF THE PROPERTY PRIOR TO THE CLOSING DATE Clause in Contracts

OPERATION OF THE PROPERTY PRIOR TO THE CLOSING DATE. a) Seller shall not, after the Effective Date, enter into any new Leases or any amendments of existing Leases, or permit any tenant to enter into any sublease, assignment or other agreement (where the consent of Seller is required under the LEGAL02/38577646v9 applicable Lease), or waive any material rights of landlord under any Lease, without in each case obtaining Buyer’s prior written consent thereto, which consent in the case of any new Lease shall include approval of the financial condition of the proposed tenant, the configuration of the space to be leased, and the terms of such Lease (including, without limitation, the rent and any concessions provided under such proposed Lease), which consent may not be unreasonably withheld or conditioned. Seller shall give Buyer, together with any request for approval of a new Lease or Lease amendment, copies of the proposed Lease or Lease amendments, a description of the proposed tenant and its proposed use of the premises, and whatever financial information on the proposed tenant Seller has received. Notwithstanding anything to the contrary provided in this Section 6.a, if Buyer fails to disapprove in writing any such new Lease or other action requiring Buyer’s consent under this Section 6.a within five (5) days after Buyer’s receipt of such request and information, Buyer shall be deemed to have approved such new Lease or other action. If Buyer disapproves of such new Lease or other action, Buyer shall provide Seller, along with such written notice of disapproval, the reasons for Buyer’s disapproval. The tenant improvements, tenant allowances and leasing commissions relating to any new Lease or amendment shall be paid as determined by Seller and Buyer as part of the approval process. b) Between the Effective Date and the Closing Date, Seller shall: i. manage and operate the Property in substantially the same manner as Seller has been managing and operating the Property as of the date hereof; ii. keep and perform all of the obligations to be performed by it as landlord under any Lease or Laws, iii. not permit or consent to any new loans affecting the Property; iv. not without first obtaining the written consent of Buyer enter into any other contracts (unless such contracts may be terminated at or prior to Closing at no cost to Buyer) or, where the consent of Seller is required, permit any tenants to enter into any contracts pertaining to the Property; v. not apply any security deposit against delinquent rent; vi. promptly notify Buyer of any condemnation, environmental, zoning or other land use regulation proceedings, any notices of violations of any Laws and any litigation that arises out of the ownership of the Property, in each case to the extent Seller obtains knowledge thereof; vii. maintain or cause to be maintained, at Seller’s sole cost and expense, all polices of insurance currently in effect with respect to the Property (or comparable replacements thereof); LEGAL02/38577646v9 viii. not enter into any agreements which expressly authorize the creation of any new encumbrance affecting the Property; ix. complete and deliver to Buyer within one (1) business day prior to the expiration of the Due Diligence Period the “Know Your Customer” form attached hereto as Exhibit G; and x. notify Buyer of any notice received by Seller from any tenants disputing operating expense reconciliations for the calendar years 2017 and prior, and provide Buyer with a copy of such dispute notification received c) Seller agrees to cooperate with Buyer in connection with requests for, obtaining a bulk sales release prior to Closing, if required, with respect to liability Buyer may incur under 35 ILCS 5/902d (the Illinois Income Tax Act) and 35 ILCS 120/5j (the Retailers Occupation Tax Act), in connection with the Buyer’s purchase of the Property from the Seller. In the event such sales release is required, Seller and Buyer shall exercise commercially reasonable efforts to obtain same prior to Closing. d) At least two (2) business days prior to the expiration of the Due Diligence Period, Seller shall provide to Buyer drafts of the documents to be delivered at Closing pursuant to Section 8(a) through (d) below and Buyer and Seller shall in good faith work to finalize such documents prior to Closing. e) Seller shall exercise commercially reasonable efforts to obtain an inspection of the roof pursuant to the roof warranty pertaining to the Property prior to Closing (weather permitting), in order to assign such roof warranty to Buyer within sixty (60) days after Closing. Seller shall be responsible for any repairs (not exceeding an aggregate amount of $15,000.00) to the GAF roofing materials required to transfer the roof warranty.

OPERATION OF THE PROPERTY PRIOR TO THE CLOSING DATE. a) Between the date hereof and the Closing Date, Seller shall nothave the right to continue to operate and maintain the Property as set forth herein. In connection therewith: (i) From and after the date hereof, Seller shall not modify, extend, renew or cancel (subject to Section 12(b)) any Lease (including any Anchor Lease) or any Shopping Center Agreement or enter into any proposed Lease of all or any portion of the Property, other than those currently being negotiated and set forth on SCHEDULE "12" annexed hereto and made a part hereof, without Purchaser's prior consent in each instance, which consent shall not be unreasonably withheld and shall be given or denied, with the reasons for any such denial, within the applicable period specified in Section 12(a)(iv). (ii) If, after the Effective Datedate hereof, enter Seller enters into any new Leases or any amendments of existing Leases, or permit if there is any tenant to enter into extension or renewal of any subleaseLeases, assignment whether or other agreement (where the consent of Seller is required under the LEGAL02/38577646v9 applicable Lease)not such Leases provide for their extension or renewal, or waive any material rights expansion or modification of landlord under any LeaseLeases, without in each case obtaining Buyer’s prior written consent thereto, which consent in the case of including but not limited to any new Lease or any extension, renewal, expansion or modification of an existing Lease currently being negotiated and set forth on SCHEDULE "12" (each, a "New Lease"), Seller shall include approval keep accurate records of the financial condition of the proposed tenantall expenses (collectively, the configuration of the space to be leased"New Lease Expenses") incurred in connection with each New Lease, and the terms of such Lease (including, without limitation, the following: (A) brokerage commissions and fees relating to such leasing transaction, (B) expenses incurred for repairs, improvements, equipment, painting, decorating, partitioning and other items to satisfy the tenant's requirements with regard to such leasing transaction, (C) the cost of removal and/or abatement of asbestos or other hazardous or toxic substances located in the demised space, (D) reimbursements to the tenant for the cost of any of the items described in the preceding clauses (B) and (C), (E) legal fees for services in connection with the preparation of documents and other services rendered in connection with the effectuation of the leasing transaction, (F) rent and any concessions relating to the demised space provided the tenant has the right to take possession of such demised space during the period of such rent concessions, (G) tenant improvement allowances provided to the tenant under such proposed leasing transactions, and (H) expenses incurred pursuant to a New Lease for the purpose of satisfying or terminating the obligations of the tenant thereunder to a landlord under another lease (whether or not such other lease covers space in the Property). (iii) 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 ("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 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. For purposes of this Section 12(a)(iii), which consent may not be unreasonably withheld the Rent Commencement Date under a renewal, extension, expansion or conditioned. Seller shall give Buyer, together with any request for approval modification of a new Lease shall be deemed to be (A) in the case of a renewal or Lease amendmentextension (whether effective prior to or after the Closing, copies 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 proposed 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 amendmentscommences to pay fixed rent for the additional space, and (C) in the case of a description 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 proposed tenant and its proposed use portion of the premises, and whatever financial information on New Lease Expenses allocated to Seller pursuant to the proposed tenant Seller has receivedprovisions of the preceding sentence. Notwithstanding anything to the contrary provided contained in this Agreement, the financial obligations of Seller relating to the swap of Macy's and ▇▇▇▇▇▇▇▇▇▇'▇ occupancies within the Property pursuant to the documentation described on EXHIBIT "J", including payment of ▇▇▇▇▇▇▇▇▇▇'▇ tenant improvement allowance (the "▇▇▇▇▇▇▇▇▇▇ Obligations"), shall be assumed by Purchaser at the Closing pursuant to the Shopping Center Agreement Assignment. The provisions of this Section 6.a12(a)(iii) shall survive the Closing. (iv) With respect to any proposed action by Seller to be submitted to Purchaser for its consent pursuant to Section 12(a)(i), if Buyer fails to disapprove in writing Purchaser shall consent or deny its consent, with the reasons for any such new Lease or other action requiring Buyer’s consent under this Section 6.a denial, within five ten (510) days after Buyer’s receipt by Purchaser of Seller's notice requesting Purchaser's consent to the proposed action relating to such request and informationexisting or proposed Lease or Shopping Center Agreement. (a) (i) in a notice given within the above-described applicable time period or if Purchaser expressly denies its consent but fails to provide Seller with the reasons for such denial, Buyer Purchaser's consent shall be deemed to have approved such new Lease or other action. If Buyer disapproves of such new Lease or other action, Buyer shall provide Seller, along with such written notice of disapproval, the reasons for Buyer’s disapproval. The tenant improvements, tenant allowances and leasing commissions relating to any new Lease or amendment shall be paid as determined by Seller and Buyer as part of the approval processbeen granted. (b) Between Notwithstanding anything to the Effective Date and contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against any tenant or terminate any Lease as a result of a default by the tenant thereunder prior to the Closing Date, PROVIDED that Seller shall: i. manage will obtain Purchaser's written consent (not to be unreasonably withheld or delayed) prior to instituting any summary proceeding with respect to any tenant. Seller makes no representations and operate assumes no responsibility with respect to the continued occupancy of the Property in substantially or any part thereof by any tenant. The removal of a tenant whether by summary proceedings or otherwise prior to the same manner as Seller has been managing and operating the Property as of the date hereof; ii. keep and perform all of the obligations to be performed by it as landlord under any Lease or Laws, iii. Closing Date shall not permit or consent give rise to any new loans affecting claim on the Property;part of Purchaser. Further, Purchaser agrees that it shall not be grounds for Purchaser's refusal to close this transaction that any tenant is a holdover tenant or in default under its Lease on the Closing Date and Purchaser shall accept title subject to such holding over or default without credit against, or reduction of, the Purchase Price, subject, however, to apportionment pursuant to Paragraph 3 above. iv. (c) Seller shall not without first obtaining modify, extend, renew or cancel (except as a result of a default by the written consent of Buyer enter into other party thereunder) any other contracts (unless such contracts may be terminated at or prior to Closing at no cost to Buyer) or, where Contracts that affect the consent of Seller is required, permit any tenants to enter into any contracts pertaining to the Property; v. not apply any security deposit against delinquent rent; vi. promptly notify Buyer of any condemnation, environmental, zoning or other land use regulation proceedings, any notices of violations of any Laws and any litigation that arises out of the ownership operation of the Property, in each case to the extent Seller obtains knowledge thereof; vii. maintain or cause to be maintained, at Seller’s sole cost and expense, all polices of insurance currently in effect with respect to the Property (or comparable replacements thereof); LEGAL02/38577646v9 viii. not enter into any agreements which expressly authorize new Contract that materially affects the creation of any new encumbrance affecting the Property; ix. complete and deliver to Buyer within one (1) business day prior to the expiration of the Due Diligence Period the “Know Your Customer” form attached hereto as Exhibit G; and x. notify Buyer of any notice received by Seller from any tenants disputing operating expense reconciliations for the calendar years 2017 and prior, and provide Buyer with a copy of such dispute notification received c) Seller agrees to cooperate with Buyer in connection with requests for, obtaining a bulk sales release prior to Closing, if required, with respect to liability Buyer may incur under 35 ILCS 5/902d (the Illinois Income Tax Act) and 35 ILCS 120/5j (the Retailers Occupation Tax Act), in connection with the Buyer’s purchase operation of the Property from without Purchaser's prior consent in each instance, which consent shall not be unreasonably withheld or delayed, and if withheld, Purchaser shall promptly give Seller a notice stating the reasons therefor. With respect to any proposed action by Seller to be submitted to Purchaser for its consent pursuant to this subsection (c), Purchaser shall grant or deny its consent, with the reason for any such denial within ten (10) days after receipt by Purchaser of Seller. In the event such sales release is required, Seller and Buyer shall exercise commercially reasonable efforts to obtain same prior to Closing. d) At least two (2) business days prior 's notice requesting Purchaser's consent to the expiration proposed action relating to such existing or proposed Contract. If Purchaser fails to reply to Seller's request for consent pursuant to the provisions of this subsection (c) in a notice given within the Due Diligence Periodabove described time period or if Purchaser expressly denies its consent but fails to provide Seller with the reasons for such denial, Seller Purchaser's consent shall provide to Buyer drafts of the documents be deemed to be delivered at Closing pursuant to Section 8(a) through granted. (d) below Seller, through its accountants and Buyer attorneys engaged for such purpose, has commenced but not completed proceedings for the partial refund of real estate taxes and assessments based on a claimed reduction in assessable valuation of the Property. From and after the Closing Date, Purchaser will supervise and coordinate such proceedings and the efforts of such accountants and attorneys, and will pay all charges incurred in connection therewith. All refunds received after the Closing Date, whether for tax years prior to or after the 1996-1997 tax year, shall be paid to Purchaser, and Seller shall have no responsibility in good faith work to finalize such documents prior to Closing. e) Seller shall exercise commercially reasonable efforts to obtain an inspection of the roof pursuant to the roof warranty pertaining to the Property prior to Closing (weather permitting)connection therewith or 28 interest therein, in order to assign such roof warranty to Buyer within sixty (60) days after Closing. Seller provided that Purchaser shall be responsible for the payments of any repairs (not exceeding an aggregate amount such refunds to any tenants entitled thereto. The provisions of $15,000.00this Section 12(d) to shall survive the GAF roofing materials required to transfer the roof warrantyClosing indefinitely.