Common use of Operation of the Property Clause in Contracts

Operation of the Property. Between June 1, 1998 and the Closing Date, Seller shall (a) lease, operate, manage and enter into contracts with respect to the Property, in the same manner done by Seller prior to the date hereof (provided, however, that without the prior consent of Purchaser, which as to (i) and (ii) shall not be unreasonably delayed, conditioned or withheld, (i) Seller shall not enter into any Service Contract that cannot be terminated with thirty (30) days notice or materially modify any existing Service Contracts to be assumed by Purchaser at Closing, and (ii) after June 1, 1998, Seller shall not materially modify or terminate any existing Tenant Lease or grant any material consents under any existing Tenant Lease (except as otherwise required pursuant to the terms and conditions of such Tenant Lease), or enter into any new Tenant Lease, and (iii) Seller shall not apply any then unapplied Deposits (as reflected on the Rent Roll delivered by Seller to Purchaser pursuant to Schedule 5.3(vii) hereof) under Tenant Leases); and (b) advise Purchaser of the commencement of any litigation, condemnation or other judicial or administrative proceedings affecting the Property of which Seller has current actual knowledge. Notwithstanding anything to the contrary set forth in this Contract, Purchaser acknowledges that after June 1, 1998 and prior to Closing, Seller will enter into contracts for the completion of Tenant improvements under Tenant Leases entered into after June 1, 1998 pursuant to the terms of Section 12.1 hereof (collectively, the "Tenant Finish Contracts"). Purchaser and Seller agree that at Closing, Purchaser shall assume the obligations of Seller under all such Tenant Finish Contracts including, without limitation, the obligations to pay any costs and expenses charged with respect to construction of improvements in the space subject to such Tenant Leases. At Closing, Purchaser shall execute and deliver to the Seller an Assignment, Assumption and Indemnity Agreement in the form attached hereto as Exhibit H and made a part hereof for all purposes.

Operation of the Property. Between June 1Regarding the operation, 1998 maintenance, and repair of the Property between the Effective Date and the Closing Date (or earlier termination of this Agreement): (a) Seller shall operate the Property in the ordinary course of business, but Seller shall not be required to make any capital improvements to the Property; (b) Seller agrees that it will not enter into any new lease or contract with respect to any portion of the Property, or terminate or amend any Lease or Contract except (i) with the prior written consent of Buyer (not to be unreasonably withheld or delayed) or (ii) to the extent same is in the ordinary course of business and is terminable upon thirty (30) calendar days notice without penalty; (c) Seller shall not take any action, or suffer any action to be taken in its name or on its behalf, the effect of which would cause any of the representations or warranties of Seller herein contained to be untrue or incorrect in any material respect on and as of the Closing Date, or which would have the effect of causing Seller shall (a) lease, operate, manage and enter into contracts with respect to be unable to satisfy or perform any of the material conditions precedent to the Property, in the same manner done by Seller prior to the date hereof (obligations of Buyer hereunder; provided, however, that without the prior consent of Purchaser, which as this provision shall not apply to any Partnership Vote Meeting or any matters arising therefrom; (d) Seller shall at all times (i) and (ii) shall not be unreasonably delayedpromptly deliver to Buyer copies of any written notices received by Seller from any person, conditioned firm, corporation, or withheldgovernmental agency alleging any default on the part of Seller under any contract or agreement relating to the Property, (i) or any part thereof, or any violation of any applicable law or ordinance with respect thereto which, if the facts alleged therein were true, would constitute a breach of any representation or warranty of Seller shall not enter into herein contained or adversely affect the ability of Seller to satisfy any Service Contract that cannot be terminated with thirty (30) days notice or materially modify any existing Service Contracts condition precedent to be assumed by Purchaser at Closingthe obligations of Buyer hereunder, and (ii) after June 1, 1998, Seller shall not materially modify or terminate any existing Tenant Lease or grant promptly advise Buyer in writing of any material consents under any existing Tenant Lease change in Seller's representations and warranties made in Section 10.2 above; (except as otherwise required pursuant to the terms and conditions of such Tenant Lease)e) Seller will not consent to, authorize, or enter into approve any new Tenant Lease, change in zoning or similar land use classification for the Land or any part thereof; and (iiif) Seller shall not apply any then unapplied Deposits (as reflected on the Rent Roll delivered by Seller use commercially reasonable efforts to Purchaser pursuant to Schedule 5.3(vii) hereof) under Tenant Leases); keep its existing policies of insurance, or substantially equivalent policies of insurance, in full force and (b) advise Purchaser of the commencement of any litigation, condemnation or other judicial or administrative proceedings affecting the Property of which Seller has current actual knowledge. Notwithstanding anything to the contrary set forth in this Contract, Purchaser acknowledges that after June 1, 1998 and prior to Closing, Seller will enter into contracts for the completion of Tenant improvements under Tenant Leases entered into after June 1, 1998 pursuant to the terms of Section 12.1 hereof (collectively, the "Tenant Finish Contracts"). Purchaser and Seller agree that at Closing, Purchaser shall assume the obligations of Seller under all such Tenant Finish Contracts including, without limitation, the obligations to pay any costs and expenses charged with respect to construction of improvements in the space subject to such Tenant Leases. At Closing, Purchaser shall execute and deliver to the Seller an Assignment, Assumption and Indemnity Agreement in the form attached hereto as Exhibit H and made a part hereof for all purposeseffect.

Operation of the Property. Between June 1The Sellers shall not, 1998 after the date hereof and prior to the Closing Date or any earlier termination of this Agreement, enter into or terminate any lease or amendment of lease pertaining to the Property or any service contract or amendment thereto extending beyond the Closing Date without in each case obtaining Buyer's prior written consent thereto, which consent Buyer shall not withhold or delay except in the exercise of sound business judgment and which shall be deemed given unless denied in writing within three (3) business days after request therefor. After the date hereof and prior to the Closing Date, Seller the Sellers shall (a) lease, operate, manage and enter into contracts with respect to operate the Property, Property substantially in the same manner done in which property operations have been administered by the Sellers during the six (6) months preceding the date hereof, and make all payments due under the NYLICO Loans. Sellers shall reasonably cooperate with the efforts of Buyer to obtain updated or additional property information respecting the subject matter of the Work Product, but in no event shall any Seller be deemed in default of this Agreement in any respect whatsoever for failure to deliver such additional information. After the date hereof and prior to the date hereof (Closing Date the Sellers shall not directly or indirectly list any portion of the Property for sale, and none of the Property shall be conveyed, disposed of, or removed without the prior written consent of Buyer, except for immaterial items of tangible personal property in the ordinary course of operations. Buyer and the Sellers mutually covenant and agree to reasonably cooperate with each other to cause their commercial general liability insurers to add the other party, respectively, as an additional insured for incidents occurring during the time of ownership of the named insured, provided, however, that without the prior consent of Purchaser, which as no party shall be obligated to (i) and (ii) shall not be unreasonably delayed, conditioned expend additional funds for endorsement cost or withheld, (i) Seller shall not enter into any Service Contract that cannot be terminated with thirty (30) days notice or materially modify any existing Service Contracts to be assumed by Purchaser at Closing, and (ii) after June 1, 1998, Seller shall not materially modify or terminate any existing Tenant Lease or grant any material consents under any existing Tenant Lease (except as otherwise required pursuant to the terms and conditions of such Tenant Lease), or enter into any new Tenant Lease, and (iii) Seller shall not apply any then unapplied Deposits (as reflected on the Rent Roll delivered by Seller to Purchaser pursuant to Schedule 5.3(vii) hereof) under Tenant Leases); and (b) advise Purchaser of the commencement of any litigation, condemnation or other judicial or administrative proceedings affecting the Property of which Seller has current actual knowledge. Notwithstanding anything to the contrary set forth insurer indemnity in this Contract, Purchaser acknowledges that after June 1, 1998 and prior to Closing, Seller will enter into contracts for the completion of Tenant improvements under Tenant Leases entered into after June 1, 1998 pursuant to the terms of Section 12.1 hereof (collectively, the "Tenant Finish Contracts"). Purchaser and Seller agree that at Closing, Purchaser shall assume the obligations of Seller under all such Tenant Finish Contracts including, without limitation, the obligations to pay any costs and expenses charged with respect to construction of improvements in the space subject to such Tenant Leases. At Closing, Purchaser shall execute and deliver to the Seller an Assignment, Assumption and Indemnity Agreement in the form attached hereto as Exhibit H and made a part hereof for all purposesconnection therewith.

Operation of the Property. Between June 1, 1998 and the Closing Date, Seller shall (a) lease, operate, manage and enter into contracts with respect to the Property, in the same manner done by Seller prior to the date hereof (provided, however, that without the prior consent of Purchaser, which as to (i) and (ii) shall not be unreasonably delayed, conditioned or withheld, (i) Seller shall not enter into any Service Contract that cannot be terminated with thirty (30) days notice or materially modify any existing Service Contracts to be assumed by Purchaser at Closing, and (ii) after June 1, 1998, Seller shall not materially modify or terminate any existing Tenant Lease or grant any material consents under any existing Tenant Lease (except as otherwise required pursuant to the terms and conditions of such Tenant Lease), or enter into any new Tenant Lease, and (iii) Seller shall not apply any then unapplied Deposits (as reflected on the Rent Roll delivered by Seller to Purchaser pursuant to Schedule 5.3(vii) hereof) under Tenant Leases); and (b) advise Purchaser of the commencement of any litigation, condemnation or other judicial or administrative proceedings affecting the Property of which Seller has current actual knowledge. Notwithstanding the foregoing, Purchaser acknowledges that Seller is currently negotiating with Healthtech Rehab over outstanding Tenant improvement expenditures and past due rents. Purchaser agrees that Seller shall be entitled to settle and compromise such disputes provided that there are no material amendments to such lease (other than a reduction in the amount of tenant improvement expenditures due and owing to such Tenant under such Lease) and Seller shall not be entitled to terminate such Lease. Notwithstanding anything to the contrary set forth in this Contract, Purchaser acknowledges that after June 1, 1998 and prior to Closing, Seller will enter into contracts for the completion of Tenant improvements under Tenant Leases entered into after June 1, 1998 pursuant to the terms of Section 12.1 hereof (collectively, the "Tenant Finish Contracts"). Purchaser and Seller agree that at Closing, Purchaser shall assume the obligations of Seller under all such Tenant Finish Contracts including, without limitation, the obligations to pay any costs and expenses charged with respect to construction of improvements in the space subject to such Tenant Leases. At Closing, Purchaser shall execute and deliver to the Seller an Assignment, Assumption and Indemnity Agreement in the form attached hereto as Exhibit H and made a part hereof for all purposes.

Operation of the Property. Between June 1Regarding the operation, 1998 maintenance, and repair of the Property between the Effective Date and the Closing Date (or earlier termination of this Agreement): (a) Seller shall operate the Property in the ordinary course of business, but Seller shall not be required to make any capital improvements to the Property, except improvements or repairs that Seller reasonably determines to be of an emergency nature; (b) Seller agrees that it will not, without the prior written consent of Buyer (not to be unreasonably withheld or delayed), enter into any sublease or contract with respect to any portion of the Property which is not terminable upon thirty (30) calendar days notice without penalty; (c) Seller shall not take any action, or suffer any action to be taken in its name or on its behalf, the effect of which would cause any of the representations or warranties of Seller herein contained to be untrue or incorrect in any material respect on and as of the Closing Date, or which would have the effect of causing Seller shall (a) lease, operate, manage and enter into contracts with respect to be unable to satisfy or perform any of the conditions precedent to the Property, in the same manner done by Seller prior to the date hereof (obligations of Buyer hereunder; provided, however, that without this provision shall not apply to any Partnership Vote Meeting or the prior consent giving of Purchasernotice to the parties to the Collective Bargaining Agreement of the pending sale of the Property, which as to or any matters arising from or in connection with either; (d) Seller shall at all times (i) and (ii) shall not be unreasonably delayedpromptly deliver to Buyer copies of any notices received by Seller from any person, conditioned firm, corporation, or withheldgovernmental agency alleging any default on the part of Seller under any contract or agreement relating to the Property, (i) or any part thereof, or any violation of any applicable law or ordinance with respect thereto which, if the facts alleged therein were true, would constitute a breach of any representation or warranty of Seller shall not enter into herein contained or adversely affect the ability of Seller to satisfy any Service Contract that cannot be terminated with thirty (30) days notice or materially modify any existing Service Contracts condition precedent to be assumed by Purchaser at Closingthe obligations of Buyer hereunder, and (ii) after June 1promptly advise Buyer in writing of any change in Seller's representations and warranties made in Section 10.2 above; (e) Seller will not consent to, 1998authorize, Seller shall or approve any change in zoning or similar land use classification for the Land or any part thereof, or any special assessments not materially modify or terminate any existing Tenant Lease or grant any material consents under any existing Tenant Lease (except as otherwise required pursuant heretofore confirmed with respect to the terms and conditions of such Tenant Lease), or enter into any new Tenant Lease, and (iii) Seller shall not apply any then unapplied Deposits (as reflected on the Rent Roll delivered by Seller to Purchaser pursuant to Schedule 5.3(vii) hereof) under Tenant Leases)Land; and (bf) advise Purchaser Seller will not knowingly or deliberately permit any lien or encumbrance to attach to the Property, or any part thereof, and shall cause all monetary liens or encumbrances that attach to the Property between the date of the commencement Commitment and the Closing Date to be removed, and shall use its good faith commercially reasonable efforts to remove (or insure against by means of any litigation, condemnation a title endorsement reasonably satisfactory to Buyer) all non-monetary liens or other judicial or administrative proceedings affecting encumbrances that attach to the Property between the date of the Commitment and the Closing Date. From and after the Closing, Buyer agrees to cause Manager to continue in full force and effect through June 30, 1999, the Collective Bargaining Agreement (a copy of which Seller has current actual knowledge. Notwithstanding anything been provided to Buyer prior to the contrary date hereof); provided, however, that Buyer's obligation to do so shall not prohibit any renegotiation of the Collective Bargaining Agreement if freely agreed to by the union thereunder, and further provided that Buyer's obligation shall be subject to matters outside of its or Manager's control including, but not limited to, a decertification of the union by the employees at the Hotel. If prior to June 30, 1999, Manager ceases to be the manager of the Hotel, Buyer shall endeavor in good faith to cause any new manager(s) of the Hotel to continue in full force and effect through June 30, 1999, the Collective Bargaining Agreement. Buyer agrees that Seller shall have no liability for the Collective Bargaining Agreement after the Closing except as expressly set forth in this Contract, Purchaser acknowledges that after June 1, 1998 and prior to Article XII or in Section 9.11 above. Buyer's obligations under this Article XII shall survive the Closing, Seller will enter into contracts for the completion of Tenant improvements under Tenant Leases entered into after June 1, 1998 pursuant to the terms of Section 12.1 hereof (collectively, the "Tenant Finish Contracts"). Purchaser and Seller agree that at Closing, Purchaser shall assume the obligations of Seller under all such Tenant Finish Contracts including, without limitation, the obligations to pay any costs and expenses charged with respect to construction of improvements in the space subject to such Tenant Leases. At Closing, Purchaser shall execute and deliver to the Seller an Assignment, Assumption and Indemnity Agreement in the form attached hereto as Exhibit H and made a part hereof for all purposes.