Common use of Operations Pending Closing Clause in Contracts

Operations Pending Closing. Seller, at its expense, shall use reasonable efforts to operate the Property until the Closing Date or until the termination of this Agreement, whichever is earlier, in accordance with Seller’s past practices. For purposes of this Agreement: (i) the term “Existing Leases” shall mean each of the leases of space then in effect or affecting the Property as of the Contract Date; (ii) the term “New Leases” shall mean any lease of space affecting the Property entered into after the Contract Date in accordance with the terms of this Agreement; and (iii) the term “Lease” or “Leases” shall mean Existing Leases and New Leases collectively. Except as specifically set forth below in this paragraph, Seller may enter into New Leases and renewals, extensions, cancellations or other modifications to Leases (collectively, “Modifications”), subject to Buyer’s right to review each New Lease or Modification in advance (excepting modifications embodying solely a tenant’s exercise of an existing right to renew, extend or cancel; provided, however, Seller shall remain responsible to provide Buyer with written notice of the timing and terms of any such exercise), and, in addition, Seller may enforce its remedies under any Lease in which the tenant is in default, subject to Buyer’s right to review in advance Seller’s proposed termination of any Lease to remedy a default thereunder. Except only as set forth on Exhibit 12, Buyer’s approval of each New Lease or Modification shall also constitute Buyer’s agreement to pay its prorata share of all reasonable leasing commissions, if any, related to the New Lease or Modification, and its prorata share of the cost of any reasonable tenant improvements and capital improvements to be constructed or installed for the tenant under the New Lease or Modification, and its prorata share of the value of any reasonable “free rent” periods under the New Lease or Modification. Such prorata share shall be based on a fraction, the denominator of which shall be the number of days in the lease term of such Lease and the numerator of which shall be the number of days in such lease term excluding any days during the lease term that elapse before the Closing Date. To the extent any such commissions, tenant improvement costs, capital improvement costs or provisions of free rent are paid by Seller prior to Closing, Buyer will reimburse Seller at Closing, but only up to the Buyer’s prorata share of such costs and amounts in connection with the New Lease or Modification approved by Buyer and, to the extent such are payable after the Closing, Seller shall credit Buyer at the Closing but only up to the Seller’s prorate share of such costs and amounts in connection with the New Lease or Modification. Any New Lease or Modification provided to Buyer for review, and any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, not approved by Buyer in writing within 5 business days after Buyer’s receipt of the New Lease or Modification or notice of the proposed termination shall be conclusively considered to have been approved by Buyer. If prior to the expiration of the Inspection Period, Buyer, for any reason, timely rejects or disapproves of any proposed New Lease or Modification, or any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, and if Seller nevertheless enters into such New Lease or Modification or terminates such Lease by reason of a tenant default (as Seller shall be free to do in its sole and absolute discretion prior to the expiration of the Inspection Period), Buyer shall have the right, on or prior to the later to occur of (i) the date 3 business days after its receipt of written notice that Seller has entered into such transaction, or (ii) the expiration of the Inspection Period, to elect in writing to terminate this transaction and receive a refund of the ▇▇▇▇▇▇▇ Money. If Buyer does not elect to terminate the transaction in accordance with the preceding sentence, then Buyer is deemed to have approved the New Lease, Modification, or lease termination. If, after the expiration of the Inspection Period, Buyer, in its reasonable discretion, timely rejects or disapproves any proposed New Lease or Modification or any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, Seller shall not enter into such New Lease or Modification or carry out such termination except in the event of a default by Buyer hereunder. Except only as set forth on Exhibit 12, Seller shall pay and be responsible for all leasing commissions, if any, related to the Existing Leases, and the cost of any tenant improvements and capital improvements to be constructed or installed for the tenant under any Existing Leases, and the value of any “free rent” periods under the Existing Leases, and to the extent any of the foregoing have not be paid by Seller at or prior to Closing, Buyer shall receive a credit against the Purchase Price for such unpaid amounts.

Operations Pending Closing. Seller, at its expense, shall use reasonable efforts to operate the Property until the Closing Date or until the termination of this Agreement, whichever is earlier, in accordance with Seller’s past practices. For purposes of this Agreement: (i) the term “Existing Leases” shall mean each of the leases of space then in effect or affecting the Property as of the Contract Date; (ii) the term “New Leases” shall mean any lease of space affecting the Property entered into after the Contract Date in accordance with the terms of this Agreement; and (iii) the term “Lease” or “Leases” shall mean Existing Leases and New Leases collectively. Except as specifically set forth below in this paragraph, Seller may enter into New Leases and renewals, extensions, cancellations or other modifications to Leases (collectively, “Modifications”), subject to Buyer’s 's right to review and approve each New Lease or Modification in advance (excepting modifications embodying solely a tenant’s 's exercise of an existing right to renew, extend or cancel; provided, however, Seller shall remain responsible to provide Buyer with written notice of the timing and terms of any such exercise), and, in addition, Seller may enforce its remedies under any Lease in which the tenant is in default, subject to Buyer’s 's right to review in advance Seller’s 's proposed termination of any Lease to remedy a default thereunder. Except only as set forth on Exhibit 12, Buyer’s 's approval of each New Lease or Modification shall also constitute Buyer’s 's agreement to pay its prorata share of all reasonable leasing commissionscommissions and charges, if any, related to the New Lease or Modification, and its prorata share of the cost of any reasonable tenant improvements and capital improvements to be constructed or installed for the tenant under the New Lease or Modification, and its prorata share of the value of any reasonable “free rent” periods under the New Lease or Modification. Such prorata share shall be based on a fraction, the denominator of which shall be the number of days in the lease term of such Lease and the numerator of which shall be the number of days in such lease term excluding any days during the lease term that elapse before the Closing Date. To the extent any such commissions, tenant improvement costs, capital improvement costs or provisions of free rent are paid by Seller prior to Closing, Buyer will reimburse Seller at Closing, but only up to the Buyer’s 's prorata share of such costs and amounts in connection with the New Lease or Modification approved by Buyer and, to the extent such are payable after the Closing, Seller shall credit Buyer at the Closing but only up to the Seller’s prorate prorata share of such costs and amounts in connection with the New Lease or Modification. Any New Lease or Modification provided to Buyer for review, and any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, not approved by Buyer in writing within 5 business days after Buyer’s 's receipt of the New Lease or Modification or notice of the proposed termination shall be conclusively considered to have been approved by Buyer. If prior to the expiration of the Inspection Period, Buyer, for any reason, timely rejects or disapproves of any proposed New Lease or Modification, or any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, and if Seller nevertheless enters into such New Lease or Modification or terminates such Lease by reason of a tenant default (as Seller shall be free to do in its sole and absolute discretion prior to the expiration of the Inspection Period), Buyer shall have the right, on or prior to the later to occur of (i) the date 3 business days after its receipt of written notice that Seller has entered into such transaction, or (ii) the expiration of the Inspection Period, to elect in writing to terminate this transaction and receive a refund of the ▇E▇▇▇▇▇▇ Money. If Buyer does not elect to terminate the transaction in accordance with the preceding sentence, then Buyer is deemed to have approved the New Lease, Lease or Modification, or lease termination. If, after the expiration of the Inspection Period, Buyer, in its reasonable discretion, timely rejects or disapproves any proposed New Lease or Modification or any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, Seller shall not enter into such New Lease or Modification or carry out such termination except in the event of a default by Buyer hereunder. Except only as set forth Seller shall have the right to enter into new Service Contracts or modify existing Service Contracts without Buyer’s consent, provided such new or modified Service Contracts can be (and are) terminated on Exhibit 12or before the Closing Date. Without limiting the foregoing, Seller shall pay and be solely responsible for all outstanding leasing commissions, if anytenant improvement/capital improvement costs, related to the Existing Leases, and the cost of as well as any tenant improvements and capital improvements to be constructed or installed for the tenant under any Existing Leases, and the value of any “"free rent” periods " under the Existing Leases, and to the extent any of the foregoing have not be paid by Seller at or prior Existing Leases which is applicable to Closingthe period following the Closing Date (collectively, the "Existing Tenant Inducement Costs") (and Buyer shall receive be provided a credit against at Closing on account thereof), unless such Existing Tenant Inducement Costs were specifically disclosed to Buyer in writing as part of the Purchase Price for such unpaid amounts180-page offering memorandum prepared by CBRE.

Operations Pending Closing. SellerFrom and after the Effective Date and until Closing hereunder, at its expenseSeller covenants and agrees that: A. Until Closing, shall use reasonable efforts to operate the Property until Seller will be solely responsible for the Closing Date or until the termination of this Agreement, whichever is earlier, in accordance with Seller’s past practices. For purposes of this Agreement: (i) the term “Existing Leases” shall mean each management of the leases of space then in effect or affecting Property. Upon the Property as expiration of the Contract Date; (ii) the term “New Leases” shall mean any lease of space affecting the Property entered into after the Contract Date in accordance with the terms of this Agreement; and (iii) the term “Lease” or “Leases” shall mean Existing Leases and New Leases collectively. Except as specifically set forth below in this paragraph, Seller may enter into New Leases and renewals, extensions, cancellations or other modifications to Leases (collectively, “Modifications”), subject to Buyer’s right to review each New Lease or Modification in advance (excepting modifications embodying solely a tenant’s exercise of an existing right to renew, extend or cancel; provided, howeverFeasibility Period, Seller shall remain responsible to provide Buyer with written notice of the timing and terms not enter into any amendments or modifications of any such exercise), and, in additionService Contracts without notice to Purchaser, Seller may enforce its remedies under will manage the Residential Condominium, including the execution of any Lease in which new Residential Leases or extensions of any existing Residential Leases. Purchaser shall have the tenant is in default, subject to Buyer’s right to review in advance Seller’s proposed termination of reasonably approve any Lease to remedy a default thereunder. Except only as set forth on Exhibit 12, Buyer’s approval of each New Lease or Modification shall also constitute Buyer’s agreement to pay its prorata share of all reasonable leasing commissions, if any, related to the New Lease or Modification, and its prorata share of the cost of any reasonable tenant improvements and capital improvements to be constructed or installed for the tenant under the New Lease or Modification, and its prorata share of the value of any reasonable “free rent” periods under the New Lease or Modification. Such prorata share shall be based on a fraction, the denominator of which shall be the number of days in the lease term of such Lease and the numerator of which shall be the number of days in such lease term excluding any days during the lease term that elapse before the Closing Date. To the extent any such commissions, tenant improvement costs, capital improvement costs or provisions of free rent are paid by Seller prior to Closing, Buyer will reimburse Seller at Closing, but only up to the Buyer’s prorata share of such costs and amounts in connection with the New Lease or Modification approved by Buyer and, to the extent such are payable after the Closing, Seller shall credit Buyer at the Closing but only up to the Seller’s prorate share of such costs and amounts in connection with the New Lease or Modification. Any New Lease or Modification provided to Buyer for review, and any proposed termination by Seller of any of the Retail Leases by reason of a tenant default thereunder, not approved by Buyer in writing within 5 business days after Buyer’s receipt of the New Lease or Modification or notice of the proposed termination shall be conclusively considered to have been approved by Buyer. If prior to the expiration of the Inspection Feasibility Period. After the expiration of the Feasibility Period, BuyerPurchaser shall have the right, for any reason, timely rejects or disapproves of any proposed New Lease or Modification, or any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, and if Seller nevertheless enters into such New Lease or Modification or terminates such Lease by reason of a tenant default (as Seller shall be free to do in its sole and absolute discretion prior discretion, to approve any Retail Leases, including, without limitation, the expiration scope of the Inspection Period)landlord work, Buyer shall have the right, on or prior to amount of any tenant improvement allowances and leasing commissions associated with a new Retail Lease. Upon the later to occur of (i) the date 3 business days after its receipt expiration of written notice that Seller has entered into such transactionthe Feasibility Period, or and (ii) the expiration exhaustion of any funds provided by Seller’s lender which have been designated by an approved budget for the payment of leasing costs associated with Retail Leases, Purchaser will be responsible for the payment of any leasing costs associated with Retail Leases (including, landlord work, tenant improvement allowances, leasing commission, third party construction management fees, and legal leasing expenses). Seller will provide Purchaser with at least five (5) business days’ prior notice of the Inspection date Purchaser will take over responsibility of said leasing costs. Seller shall take reasonable measures to preserve and enforce all of its rights and remedies with respect to the Property, the Leases, the Service Contracts, and under any licenses, permits, warranties, guarantees and the like described in Section 1.B(iv)-(vii) of this Agreement. Seller shall keep Purchaser timely informed of the status of the Property prior to Closing. Upon Closing, Seller and Bridger Corp shall enter into an agreement, in form reasonably acceptable to Purchaser, pursuant to which Bridger Corp shall be responsible for the property management and leasing of the Residential Condominium (“Property Management Agreement”). The Property Management Agreement will be for a period of one year, shall provide for a management fee of 3% of the rental revenue generated from the Residential Condominium and shall otherwise be on standard market terms. B. Seller shall promptly furnish to Purchaser, within five (5) business days of Seller’s receipt thereof, copies of any and all notices which it receives from federal, state or local governmental authorities having jurisdiction over the Property, any insurance company or board and from any other body having jurisdiction with respect to the use, occupancy and/or physical condition of the Property. C. Seller shall perform all maintenance and repairs on the Property required by the Leases to be performed by Seller, and generally shall operate, maintain and insure the Property in the same manner in which Seller is operating, maintaining and insuring the Property on the Effective Date (but subject at all times to the obligations of the tenants under the Leases to perform its obligations set forth therein). This obligation of Seller shall include, without limitation, the performance of all obligations, as owner of the Property, under the Leases, Service Contracts, and under any government approvals or licenses, any easements and other documents relating to the Property. Seller shall deliver the Property to Purchaser at Closing substantially in the condition existing as of the last day of the Feasibility Period, subject to elect normal wear and tear and damage and, as otherwise described in writing this Agreement, subject to terminate this transaction and receive a refund change due to casualty or condemnation. Without the prior written consent of the ▇▇▇▇▇▇▇ Money. If Buyer does Purchaser in each case, which consent shall not elect to terminate the transaction in accordance with the preceding sentencebe unreasonably withheld, then Buyer is deemed to have approved the New Lease, Modification, conditioned or lease termination. If, after the expiration of the Inspection Period, Buyer, in its reasonable discretion, timely rejects or disapproves any proposed New Lease or Modification or any proposed termination by Seller of any of the Leases by reason of a tenant default thereunderdelayed, Seller shall not enter into such New Lease any new contracts concerning the operation, management or Modification maintenance of the Property or carry out such termination except in the event of a default by Buyer hereunder. Except only as set forth on Exhibit 12, services thereto. D. Seller shall pay and be responsible for all leasing commissions, if any, related to the Existing Leases, and the cost of not knowingly commit any tenant improvements and capital improvements to be constructed or installed for the tenant under any Existing Leases, and the value of any “free rent” periods under the Existing Leases, and to the extent act which would result in any of the foregoing have warranties or representations contained in this Agreement not be paid by Seller at being materially true or prior to correct as of the Closing, Buyer shall receive a credit against the Purchase Price for such unpaid amounts.

Operations Pending Closing. Seller, at its expense, shall use reasonable efforts (1) Seller will continue to operate the Property until the Closing Date or until the termination of this Agreement, whichever is earlier, in accordance with Seller’s past practices. For purposes of this Agreement: (i) the term “Existing Leases” shall mean each of the leases of space then in effect or affecting the Property as of the Contract Date; (ii) the term “New Leases” shall mean any lease of space affecting the Property entered into after the Contract Date in accordance with the terms of this Agreement; and (iii) the term “Lease” or “Leases” shall mean Existing Leases and New Leases collectively. Except as specifically set forth below in this paragraph, Seller may enter into New Leases and renewals, extensions, cancellations or other modifications to Leases (collectively, “Modifications”), subject to Buyer’s right to review each New Lease or Modification in advance (excepting modifications embodying solely a tenant’s exercise of an existing right to renew, extend or cancel; provided, however, Seller shall remain responsible to provide Buyer with written notice of the timing and terms of any such exercise), and, in addition, Seller may enforce its remedies under any Lease in which the tenant is in default, subject to Buyer’s right to review in advance Seller’s proposed termination of any Lease to remedy a default thereunder. Except only as set forth on Exhibit 12, Buyer’s approval of each New Lease or Modification shall also constitute Buyer’s agreement to pay its prorata share of all reasonable leasing commissions, if any, related to the New Lease or Modification, and its prorata share of the cost of any reasonable tenant improvements and capital improvements to be constructed or installed for the tenant under the New Lease or Modification, and its prorata share of the value of any reasonable “free rent” periods under the New Lease or Modification. Such prorata share shall be based on a fraction, the denominator of which shall be the number of days in the lease term normal course of such Lease and the numerator of which shall be the number of days in such lease term excluding any days during the lease term that elapse before Seller's business up to the Closing Date. To Seller shall maintain the extent Property in substantially the same condition as existed as of the Effective Date, reasonable wear and tear and damage by casualty and condemnation excepted, without waste, and shall conduct all reasonable repairs and maintenance of the Property with the frequency and quality that such repairs and maintenance were conducted prior to the Effective Date. Seller shall maintain all insurance that existed as of the Effective Date. Seller shall be entitled to terminate all Contracts as of the Closing Date unless Purchaser delivers written notice to Seller before the expiration of the Inspection Period describing which Contracts Purchaser desires to assume, subject to the terms of the particular Contract regarding assignability. Nothing contained herein shall prevent Seller from acting to prevent loss of life, personal injury or property damage in emergency situations or prevent Seller from performing any act with respect to the Property which may be required by any Lease, applicable law, rule or government regulations. (2) During the Inspection Period, Seller must give Purchaser notice of its intent to enter into any new Lease or to modify any existing Lease at least forty-eight (48) hours before Seller executes the same. Seller agrees to give Purchaser copies of such new Leases or modifications of existing Leases within three (3) business days after execution by Seller and the tenant. Purchaser acknowledges that Purchaser will not have the right to approve or disapprove of any new Lease or modification to any existing Lease prior to the end of the Inspection Period. After the end of the Inspection Period, and assuming that the Agreement is in full force and effect, then Seller must obtain from Purchaser its prior written approval of any new Lease or material modification of any existing Lease, which approval will not be unreasonably withheld or delayed. Purchaser shall be deemed to have disapproved such new Lease or material modification of the existing Lease if it does not give its written consent to such new lease or modification within five (5) days after Seller sends such new Lease or modification to Purchaser for Purchaser's approval. If Seller enters into any new lease or materially modifies any existing Lease after the Effective Date, Seller will receive on the closing statement a credit for any leasing commissions, tenant improvement costs, capital improvement tenant finish plan costs, space planning costs, or architectural costs or provisions of free rent are paid by Seller prior with respect to Closing, Buyer will reimburse Seller at Closing, but only up to the Buyer’s prorata share of such costs and amounts in connection with the New Lease or Modification approved by Buyer and, to the extent such are payable after the Closing, Seller shall credit Buyer at the Closing but only up to the Seller’s prorate share of such costs and amounts in connection with the New Lease or Modification. Any New Lease or Modification provided to Buyer for review, and any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, not approved by Buyer in writing within 5 business days after Buyer’s receipt of the New Lease or Modification or notice of the proposed termination shall be conclusively considered to have been approved by Buyer. If lease prior to the expiration of the Inspection Period, Buyer, for Closing. If Seller enters into any reason, timely rejects or disapproves of any proposed New new Lease or Modification, or modifies any proposed termination by Seller of any of existing Lease after the Leases by reason of a tenant default thereunder, Effective Date and if Seller nevertheless enters into such New Lease or Modification or terminates such Lease by reason of a tenant default (as Seller shall be free to do in its sole and absolute discretion prior to the expiration of the Inspection Period), Buyer shall have the right, on or prior to the later to occur of (i) the date 3 business days after its receipt of written notice that Seller has entered into such transaction, or (ii) the expiration of the Inspection Period, to elect in writing to terminate this transaction and receive a refund of the ▇▇▇▇▇▇▇ Money. If Buyer does not elect to terminate the transaction in accordance with the preceding sentencecloses, then Buyer is deemed to have approved the New Lease, Modification, or lease termination. If, after the expiration of the Inspection Period, Buyer, in its reasonable discretion, timely rejects or disapproves any proposed New Lease or Modification or any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, Seller shall not enter into such New Lease or Modification or carry out such termination except in the event of a default by Buyer hereunder. Except only as set forth on Exhibit 12, Seller shall pay and Purchaser will be responsible for all leasing commissions, if anytenant improvement costs, related tenant finish plan costs, space planning costs, and architectural costs, for the new or modified lease which are due after the Closing and shall indemnify and hold Seller harmless from and against all such costs, which indemnity shall survive Closing. (3) Seller shall deliver to Purchaser on or before the Closing Date the tenant estoppel certificates substantially in the form of Exhibit G attached hereto from tenants occupying eighty percent (80%) of the leased space at the Property which must include the Leases with those tenants listed on Exhibit H attached hereto and incorporated herein by reference (the "Required Tenants"). In the event Seller does not deliver the requisite number of estoppel letters, the Seller, at Seller's option, may sign an affidavit affirming the same information as contained in the tenant estoppel certificate for such space equal to the Existing Leasesdifference between (i) eighty percent (80%) of the leased space and (ii) the amount of leased space occupied by tenants who have delivered estoppel letters. Notwithstanding the foregoing, Seller may not deliver an affidavit for the Required Tenants. To the extent that Seller delivers an affidavit rather than an estoppel letter and after Closing obtains the estoppel letter, then Seller shall have the right to exchange the estoppel letter for the affidavit and the cost affidavit shall be null and void and of no further force and effect upon delivery of the appropriate estoppel letters. In the event Seller does not deliver the requisite number of estoppel letters or does not provide the requisite affidavits then notwithstanding any provision to the contrary, this shall not be deemed to be a default by Seller and Purchaser's only remedy shall be to terminate this Agreement and in that event the Deposit shall be returned by Escrow Agent to Purchaser, all of Seller's Property Data and all other studies, leases, analysis, reports, plans, abstracts of title and surveys respecting the Property delivered by Seller or on behalf of Seller to Purchaser and all of Purchaser's Property Data shall be delivered by Purchaser to Seller; and, except as otherwise provided in the Inspection Indemnity, the parties shall thereupon be relieved of any tenant improvements and capital improvements all further responsibility hereunder and Seller and Purchaser shall, upon return of the Deposit by Escrow Agent to be constructed or installed for the tenant under any Existing LeasesPurchaser, execute and the value of any “free rent” periods under the Existing Leases, and deliver to the extent any of other party a general release stating the foregoing have not be paid by Seller at or prior to same. This Article shall survive the Closing, Buyer shall receive a credit against the Purchase Price for such unpaid amounts.

Operations Pending Closing. SellerSellers, at its their expense, shall use reasonable efforts to operate the Property Properties until the Closing Date or until the termination of this Agreement, whichever is earlier, in accordance with Seller’s past practices. For purposes Sellers shall not, without the prior written consent of this Agreement: Buyer, which consent shall not be unreasonably withheld: (ia) the term “Existing Leases” shall mean each of the leases of space then in effect enter into or affecting the Property as of the Contract Date; (ii) the term “New Leases” shall mean agree to enter into any lease of space affecting the Property entered into after the Contract Date in accordance with the terms of this Agreement; and (iii) the term “Lease” or “Leases” shall mean Existing Leases and New Leases collectively. Except as specifically set forth below in this paragraph, Seller may enter into New Leases and renewals, extensions, cancellations or other modifications to Leases (collectively, “Modifications”), subject to Buyer’s right to review each New Lease agreement concerning occupancy or Modification in advance (excepting modifications embodying solely a tenant’s exercise of an existing right to renew, extend or cancel; provided, however, Seller shall remain responsible to provide Buyer with written notice of the timing and terms of any such exercise), and, in addition, Seller may enforce its remedies under any Lease in which the tenant is in default, subject to Buyer’s right to review in advance Seller’s proposed termination of any Lease to remedy a default thereunder. Except only as set forth on Exhibit 12, Buyer’s approval of each New Lease or Modification shall also constitute Buyer’s agreement to pay its prorata share of all reasonable leasing commissions, if any, related to the New Lease or Modification, and its prorata share of the cost of any reasonable tenant improvements and capital improvements to be constructed or installed for the tenant under the New Lease or Modification, and its prorata share of the value of any reasonable “free rent” periods under the New Lease or Modification. Such prorata share shall be based on a fraction, the denominator of which shall be the number of days in the lease term of such Lease and the numerator of which shall be the number of days in such lease term excluding any days during the lease term that elapse before the Closing Date. To the extent any such commissions, tenant improvement costs, capital improvement costs or provisions of free rent are paid by Seller prior to Closing, Buyer will reimburse Seller at Closing, but only up to the Buyer’s prorata share of such costs and amounts in connection with the New Lease or Modification approved by Buyer and, to the extent such are payable after the Closing, Seller shall credit Buyer at the Closing but only up to the Seller’s prorate share of such costs and amounts in connection with the New Lease or Modification. Any New Lease or Modification provided to Buyer for review, and any proposed termination by Seller use of any of the Leases by reason of a tenant default thereunder, not approved by Buyer in writing within 5 business days after Buyer’s receipt Properties; (b) enter into any other agreements concerning operation or ownership of the New Lease Properties; (c) modify or Modification or amend any existing Lease, Service Contract (unless said Service Contract can be terminated without cause on written notice of the proposed termination shall be conclusively considered to have been approved by Buyer. If prior to the expiration of the Inspection Period, Buyer, for any reason, timely rejects thirty or disapproves of any proposed New Lease or Modificationless days), or any proposed termination by Seller of other agreement relating to the Properties which would survive Closing; or (d) initiate any summary or other eviction proceeding or action against any Tenant or occupant of the Properties. In connection with leases or renewals of existing Leases executed by reason of a tenant default thereunder, and if Seller nevertheless enters into such New Lease or Modification or terminates such Lease by reason of a tenant default (as Seller shall be free to do in its sole and absolute discretion prior to Sellers after the expiration of the Inspection Period)Contract Date, Buyer shall have be responsible for payment of only the rightunamortized portion (amortized without interest on a straight line basis over the Lease term) of any Tenant finish allowance, commissions and concessions, and leasing costs including design costs granted under such Leases and attributable to the portion of the Lease term after the Closing Date, provided Buyer has approved in writing a Seller’s execution of any such Lease or amendment and the amount of the costs to be incurred thereby. The portion of such Tenant finish allowance and commissions attributable to the period on or prior to the later to occur of (i) the date 3 business days after its receipt of written notice that Seller has entered into such transaction, or (ii) the expiration of the Inspection Period, to elect in writing to terminate this transaction and receive a refund of the ▇▇▇▇▇▇▇ Money. If Buyer does not elect to terminate the transaction in accordance with the preceding sentence, then Buyer is deemed to have approved the New Lease, Modification, or lease termination. If, after the expiration of the Inspection Period, Buyer, in its reasonable discretion, timely rejects or disapproves any proposed New Lease or Modification or any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, Seller Closing Date shall not enter into such New Lease or Modification or carry out such termination except in the event of a default by Buyer hereunder. Except only as set forth on Exhibit 12, Seller shall pay and be responsible for all leasing commissions, if any, related to the Existing Leases, and the cost of any tenant improvements and capital improvements to be constructed or installed for the tenant under any Existing Leases, and the value of any “free rent” periods under the Existing Leases, and to the extent any of the foregoing have not be paid by Seller such Seller. Sellers agree, through and including the Closing Date and at Sellers' sole cost and expense, to: (aa) keep all existing insurance policies affecting the Properties or prior to Closing, Buyer shall receive a credit against the Purchase Price for such unpaid amounts.any portion thereof in full force and effect;

Operations Pending Closing. SellerFrom and after the Effective Date hereof, at its expense, shall use reasonable efforts Seller covenants and agrees that: a. Seller will continue to operate the Property until in the Closing Date same manner as it has been operating the Property during the twelve (12) months immediately preceding the Effective Date. b. Seller shall not enter into any new lease or until commitment to lease, or any extension or amendment of any existing leases (including the termination of this AgreementExisting Lease), whichever is earlier, in accordance with Seller’s past practices. For purposes of this Agreement: (i) the term “Existing Leases” shall mean each respect to any portion of the leases of space then in effect or affecting the Property as of the Contract Date; (ii) the term “New Leases” shall mean any lease of space affecting the Property entered into after the Contract Date in accordance with the terms of this Agreement; and (iii) the term “Lease” or “Leases” shall mean Existing Leases and New Leases collectively. Except as specifically set forth below in this paragraph, Seller may enter into New Leases and renewals, extensions, cancellations or other modifications to Leases (collectively, “Modifications”), subject to without Buyer’s right to review each New Lease prior written consent, which may be granted or Modification withheld in advance (excepting modifications embodying solely a tenant’s exercise of an existing right to renew, extend or cancel; provided, however, Seller shall remain responsible to provide Buyer with written notice of the timing and terms of any such exercise), and, in addition, Seller may enforce its remedies under any Lease in which the tenant is in default, subject to Buyer’s right to review in advance Seller’s proposed termination of any Lease to remedy a default thereunder. Except only as set forth on Exhibit 12, Buyer’s approval of each New Lease or Modification shall also constitute Buyer’s agreement to pay its prorata share of all reasonable leasing commissions, if any, related to the New Lease or Modification, and its prorata share of the cost of any reasonable tenant improvements and capital improvements to be constructed or installed for the tenant under the New Lease or Modification, and its prorata share of the value of any reasonable “free rent” periods under the New Lease or Modification. Such prorata share shall be based on a fraction, the denominator of which shall be the number of days in the lease term of such Lease and the numerator of which shall be the number of days in such lease term excluding any days during the lease term that elapse before the Closing Datesole discretion. To the extent any new lease or commitment to lease is consented to by Buyer, each new lease or commitment to lease with respect to any portion of the Property and each extension or amendment of any existing leases for an additional period of time shall include a demolition clause that requires vacation of the premises by the tenant within no more than nine (9) months after written notice from the landlord thereunder. All leases referenced in Exhibit E and any new lease or amendment entered into from and after the date hereof conforming to the terms of this Section 6(b) or with Buyer’s prior written consent shall be deemed included within the term “leases” as used herein and the tenants under any such commissionsnew leases and/or amendments shall be deemed included within the term “tenants” as used herein. Seller shall comply with the terms and conditions of all leases in effect at the Property. c. Seller will not further encumber the Property, tenant improvement costsgrant any easements or rights of way with respect to the Property or in any way affect the title to the Property, and shall not engage in any activity or effect any transaction with respect to the Property, including but not limited to the disposal of any items of personal property or fixtures which are attached to the realty and are part of the Property, which is outside the normal and ordinary course of business of the Property without the Buyer’s prior written consent which shall not be unreasonably withheld, conditioned or delayed. d. Seller shall promptly furnish to Buyer copies of any and all notices that it receives from federal, state or local governmental authorities having jurisdiction over the Property, any Board of Fire Underwriters and from any other body having jurisdiction with respect to the use and occupancy or physical condition of the Property. e. Seller shall maintain in force a policy or policies of fire and extended coverage, hazard insurance and a liability insurance policy with respect to the Property in an amount not less than is presently in force unless the requirements of the Existing Lender permit otherwise. f. Seller shall comply with the terms and conditions of all contracts and agreements pertaining to the operation, management, leasing, and maintenance of the Property to which Seller is a party. Without the prior written consent of Buyer in each case, the Seller shall not (i) enter into any new contracts concerning the operation, management, leasing or maintenance of the Property or services thereto which are not cancelable without premium or penalty on thirty (30) days’ notice or (ii) make or contract for any maintenance item or capital improvement costs repair exceeding a cost of $2,500.00 (a “Maintenance/Capital Repair Contract”), unless the same is completed and paid for in full before or provisions of free rent are at Closing; provided that, in the event that Seller enters into any such Maintenance/Capital Repair Contract with the intention that the same be completed and paid by Seller prior to Closing, Buyer will reimburse Seller for in full before or at Closing, but only up for reasons outside of Seller’s control, Seller is unable to so complete and pay for the same in full before or at Closing, such circumstance shall not constitute a default by Seller hereunder so long as the full amount then payable by Seller under such Maintenance/Capital Repair Contract is deposited into escrow with the Title Company at closing pursuant to an escrow agreement reasonably acceptable to Buyer and Seller and Seller thereafter diligently and in good faith pursues the completion of all maintenance and capital repair work contemplated by such Maintenance/Capital Repair Contract. g. Seller shall not take any action or fail to take any action required to be taken, which would result in any of the representations, warranties and covenants of Seller set forth in this Amended and Restated Contract not being and remaining true in all material respects through Closing. h. With respect to the Buyer’s prorata share of such costs and amounts in connection with the New Lease or Modification approved by Buyer andExisting Financing, to the extent such are payable after the until Closing, Seller shall credit Buyer at (1) make the Closing but only up payments required by the terms of the Existing Financing Documents, (2) not make any voluntary principal prepayments of the Existing Financing Note (i.e., no principal payments greater than those mandatory principal payments presently required by the terms of the Existing Financing Note), (3) not join in or consent to any modifications of the SellerExisting Financing Documents without Buyer’s prorate share of such costs and amounts in connection with the New Lease or Modification. Any New Lease or Modification provided to Buyer for reviewprior written consent, and any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, not approved by Buyer in writing within 5 business days after Buyer’s receipt of the New Lease or Modification or notice of the proposed termination shall be conclusively considered to have been approved by Buyer. If prior to the expiration of the Inspection Period, Buyer, for any reason, timely rejects or disapproves of any proposed New Lease or Modification, or any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, and if Seller nevertheless enters into such New Lease or Modification or terminates such Lease by reason of a tenant default (as Seller shall be free to do in its sole and absolute discretion prior to the expiration of the Inspection Period), Buyer shall have the right, on or prior to the later to occur of (i4) the date 3 business days after its receipt of written notice that Seller has entered into such transaction, or (ii) the expiration of the Inspection Period, to elect in writing to terminate this transaction and receive a refund of the ▇▇▇▇▇▇▇ Money. If Buyer does not elect to terminate the transaction in accordance with the preceding sentence, then Buyer is deemed to have approved the New Lease, Modification, or lease termination. If, after the expiration of the Inspection Period, Buyer, in its reasonable discretion, timely rejects or disapproves any proposed New Lease or Modification or any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, Seller shall not enter into such New Lease or Modification or carry out such termination except in the event of a default by Buyer hereunder. Except only as set forth on Exhibit 12, Seller shall pay and be responsible for all leasing commissions, if any, related to keep the Existing Leases, and the cost Financing out of any tenant improvements and capital improvements to be constructed or installed for the tenant under any Existing Leases, and the value of any “free rent” periods under the Existing Leases, and to the extent any of the foregoing have not be paid by Seller at or prior to Closing, Buyer shall receive a credit against the Purchase Price for such unpaid amountsdefault.

Operations Pending Closing. SellerSellers, at its their expense, shall use reasonable efforts to operate the Property Properties until the Closing Date or until the termination of this Agreement, whichever is earlier, in accordance with Seller’s past practices. For purposes of this Agreement: (i) Sellers shall not, without the term “Existing Leases” shall mean each prior written consent of the leases of space then in effect Partnership, which consent shall not unreasonably be withheld, enter into or affecting the Property as of the Contract Date; (ii) the term “New Leases” shall mean agree to enter into any lease of space affecting the Property entered into after the Contract Date in accordance with the terms of this Agreement; and (iii) the term “Lease” or “Leases” shall mean Existing Leases and New Leases collectively. Except as specifically set forth below in this paragraph, Seller may enter into New Leases and renewals, extensions, cancellations or other modifications to Leases (collectively, “Modifications”), subject to Buyer’s right to review each New Lease agreement concerning occupancy or Modification in advance (excepting modifications embodying solely a tenant’s exercise of an existing right to renew, extend or cancel; provided, however, Seller shall remain responsible to provide Buyer with written notice of the timing and terms of any such exercise), and, in addition, Seller may enforce its remedies under any Lease in which the tenant is in default, subject to Buyer’s right to review in advance Seller’s proposed termination of any Lease to remedy a default thereunder. Except only as set forth on Exhibit 12, Buyer’s approval of each New Lease or Modification shall also constitute Buyer’s agreement to pay its prorata share of all reasonable leasing commissions, if any, related to the New Lease or Modification, and its prorata share of the cost of any reasonable tenant improvements and capital improvements to be constructed or installed for the tenant under the New Lease or Modification, and its prorata share of the value of any reasonable “free rent” periods under the New Lease or Modification. Such prorata share shall be based on a fraction, the denominator of which shall be the number of days in the lease term of such Lease and the numerator of which shall be the number of days in such lease term excluding any days during the lease term that elapse before the Closing Date. To the extent any such commissions, tenant improvement costs, capital improvement costs or provisions of free rent are paid by Seller prior to Closing, Buyer will reimburse Seller at Closing, but only up to the Buyer’s prorata share of such costs and amounts in connection with the New Lease or Modification approved by Buyer and, to the extent such are payable after the Closing, Seller shall credit Buyer at the Closing but only up to the Seller’s prorate share of such costs and amounts in connection with the New Lease or Modification. Any New Lease or Modification provided to Buyer for review, and any proposed termination by Seller use of any of the Leases by reason of a tenant default thereunderProperties, not approved by Buyer in writing within 5 business days after Buyer’s receipt other agreements concerning operation or ownership of the New Lease or Modification or notice of the proposed termination shall be conclusively considered to have been approved by Buyer. If prior to the expiration of the Inspection Period, Buyer, for any reason, timely rejects or disapproves of any proposed New Lease or ModificationProperties, or any proposed termination by Seller modification or amendment of any existing Lease, Service Contract or any other agreement relating to the Properties which would survive Closing; or institute any summary or other eviction proceeding or action against any Tenant or occupant of the Properties. In connection with leases or renewals of existing Leases executed by reason Sellers after the Contract Date, the Partnership shall be responsible for payment of only the unamortized portion (amortized without interest on a tenant default thereunderstraight line basis over the Lease term) of any Tenant finish allowance, commissions and concessions, and if Seller nevertheless enters into leasing costs including design costs granted under such New Leases and attributable to the portion of the Lease term after the Closing Date, provided the Partnership has approved in writing Sellers’ execution of any such Lease or Modification or terminates amendment and the amount of the costs to be incurred thereby. The portion of such Lease by reason of a tenant default (as Seller shall be free to do in its sole Tenant finish allowance and absolute discretion prior commissions attributable to the expiration of the Inspection Period), Buyer shall have the right, period on or prior to the later to occur of Closing Date shall be paid by Sellers. Sellers agree, through and including the Closing Date and at Sellers’ sole cost and expense, to: (ia) keep all existing Sellers’ insurance policies affecting the date 3 business days after its receipt of written notice that Seller has entered into such transaction, or (ii) the expiration of the Inspection Period, to elect in writing to terminate this transaction and receive a refund of the ▇▇▇▇▇▇▇ Money. If Buyer does not elect to terminate the transaction in accordance with the preceding sentence, then Buyer is deemed to have approved the New Lease, Modification, or lease termination. If, after the expiration of the Inspection Period, Buyer, in its reasonable discretion, timely rejects or disapproves any proposed New Lease or Modification Properties or any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, Seller shall not enter into such New Lease or Modification or carry out such termination except portion thereof in the event of a default by Buyer hereunder. Except only as set forth on Exhibit 12, Seller shall pay full force and be responsible for effect; (b) use commercially reasonable efforts to keep in full force and effect and/or to renew all leasing commissionslicenses and permits, if any, related pertaining to Sellers’ ownership or operation of the Properties or any portion thereof; and (c) use commercially reasonable efforts to continue to provide all services currently provided by Sellers with respect to the Existing Leases, and the cost of Properties or any tenant improvements and capital improvements to be constructed or installed for the tenant under any Existing Leases, and the value of any “free rent” periods under the Existing Leasesportion thereof, and to continue to operate, manage and maintain the extent Properties in substantially the same manner as Sellers currently operate, manage, repair, replace and maintain the Properties. Sellers agree to give the Partnership written notice of any of citation or other notice which Sellers may receive, subsequent to the foregoing have not be paid by Seller at or Contract Date and prior to Closingthe Closing Date, Buyer shall receive a credit against from any governmental authority and alleging any violation of any law, ordinance, code rule, regulation or order regulating the Purchase Price for Properties or the use thereof and shall, prior to the Closing Date and at its expense, cure the matter raised by such unpaid amountsnotice.

Operations Pending Closing. Seller, at its expense, shall use reasonable efforts to operate From and after the Property Effective Date and until Closing hereunder or the Closing Date or until the termination of date this Agreement is otherwise terminated as set forth in this Agreement, whichever is earlierSeller covenants and agrees that: A. Seller shall promptly furnish to Purchaser, in accordance with within five (5) business days of Seller’s past practicesreceipt thereof, copies of any and all notices which it receives from federal, state or local governmental authorities having jurisdiction over the Property alleging any violation of applicable law or regulation with respect to the Property or providing notice of any proceedings affecting the Property including, without limitation, notices concerning zoning or the filing of a tax appeal. B. Seller shall maintain in force the policies of fire and extended coverage and hazard insurance and liability insurance with respect to the Property that are in effect as of the Effective Date. C. Seller shall perform all maintenance and repairs on the Property required by the Leases to be performed by Seller, and generally shall operate, maintain and insure the Property in the same manner in which Seller is operating, maintaining and insuring the Property on the Effective Date (but subject at all times to the obligations of the landlord under the Leases to perform its obligations set forth therein). For purposes This obligation of Seller shall include, without limitation, the performance of all obligations, as owner of the Property, under the Leases, Service Contracts, and under any government approvals or licenses, any easements and other documents relating to the Property. Seller shall deliver the Property to Purchaser at Closing substantially in the condition existing as of the Effective Date, subject to normal wear and tear and damage and, as otherwise described in this Agreement: . Without the prior written consent of Purchaser in each case, which consent shall not be unreasonably withheld, conditioned or delayed, Seller shall not enter into any new contracts concerning the operation, management or maintenance of the Property or services thereto. D. Seller shall not knowingly commit any act, which would result in any of the warranties or representations contained in this Agreement not being materially true or correct as of the Closing. E. Seller shall not make or permit to be made any material alterations, improvements, or additions to the Property (except when required by applicable law or by any Lease) without the prior written consent of the Purchaser (which consent will not be unreasonably withheld, conditioned, or delayed). F. Seller shall not, without Purchaser’s prior written consent (which consent will not be unreasonably withheld, conditioned, or delayed prior to the end of the Feasibility Period and after the end of the Feasibility Period will be granted in the Purchaser’s sole discretion): (i) the term “Existing Leases” shall mean each enter into any leases of all or any part of the leases of space then in effect or affecting the Property as of the Contract Date; Property, (ii) extend the term “New Leases” shall mean of, terminate or modify, any lease Leases of space affecting the Property entered into after the Contract Date in accordance with the terms of this Agreement; and existing tenants, (iii) grant any consent to a tenant under a Lease with respect to any action or matter requiring “landlord’s” consent under such Lease, or waive the term “Lease” or “Leases” shall mean Existing Leases and New Leases collectively. Except as specifically set forth below in this paragraph, Seller may enter into New Leases and renewals, extensions, cancellations or other modifications to Leases (collectively, “Modifications”), subject to Buyer’s right to review each New Lease or Modification in advance (excepting modifications embodying solely a tenant’s exercise of an existing right to renew, extend or cancel; provided, however, Seller shall remain responsible to provide Buyer with written notice of the timing and terms performance by any tenant of any such exercise)material obligation under a Lease, and, in addition, Seller may enforce its remedies under (iv) apply any Lease in which the tenant is in default, subject to Buyer’s right to review in advance Seller’s proposed termination of any Lease to remedy a default thereunder. Except only as set forth on Exhibit 12, Buyer’s approval of each New Lease or Modification shall also constitute Buyer’s agreement to pay its prorata share of all reasonable leasing commissions, if any, related to the New Lease or Modification, and its prorata share of the cost of any reasonable tenant improvements and capital improvements to be constructed or installed for the tenant under the New Lease or Modification, and its prorata share of the value of any reasonable “free rent” periods under the New Lease or Modification. Such prorata share shall be based on a fraction, the denominator of which shall be the number of days in the lease term of such Lease and the numerator of which shall be the number of days in such lease term excluding any days during the lease term that elapse before the Closing Date. To the extent any such commissions, tenant improvement costs, capital improvement costs or provisions of free rent are paid by Seller prior to Closing, Buyer will reimburse Seller at Closing, but only up to the Buyer’s prorata share of such costs and amounts in connection with the New Lease or Modification approved by Buyer and, to the extent such are payable after the Closing, Seller shall credit Buyer at the Closing but only up to the Seller’s prorate share of such costs and amounts in connection with the New Lease or Modification. Any New Lease or Modification provided to Buyer for review, and any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, not approved by Buyer in writing within 5 business days after Buyer’s receipt of the New Lease or Modification or notice of the proposed termination shall be conclusively considered to have been approved by Buyer. If prior to the expiration of the Inspection Period, Buyer, for any reason, timely rejects or disapproves of any proposed New Lease or Modification, or any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, and if Seller nevertheless enters into such New Lease or Modification or terminates such Lease by reason of a tenant default (as Seller shall be free to do in its sole and absolute discretion prior to the expiration of the Inspection Period), Buyer shall have the right, on or prior to the later to occur of (i) the date 3 business days after its receipt of written notice that Seller has entered into such transactionsecurity deposits, or (iiv) the expiration of the Inspection Periodaccept rent for more than thirty (30) days in advance. Seller shall deliver to Purchaser, to elect in writing to terminate this transaction and receive a refund of the simultaneous with ▇▇▇▇▇▇▇ Money. If Buyer does not elect ’s request for ▇▇▇▇▇▇▇▇▇’s consent to terminate the transaction in accordance with the preceding sentencea proposed lease, then Buyer is deemed to have approved the New Lease, Modification, or lease termination. If, after the expiration a full copy of the Inspection Periodproposed lease and all exhibits thereto, Buyerany financial statements on the proposed tenant collected by ▇▇▇▇▇▇, in its reasonable discretion, timely rejects and such other information reasonably requested by Purchaser. G. Seller shall promptly deliver to Purchaser a copy of any written notice of default or disapproves exercising any proposed New Lease option or Modification or requesting Seller to perform any proposed termination work received by Seller of under any of the Leases by reason of a tenant default thereunderLeases. H. Seller shall not permit any liens, easements, encumbrances or other clouds on the title to the Property to be created, unless such liens or encumbrances are paid off or otherwise satisfied at Closing. I. Prior to Closing, Seller shall not enter into such New Lease or Modification or carry out such termination except in the event of a default terminate all Service Contracts, including all management and leasing agreements, other than those Service Contracts that Purchaser expressly elects to assume by Buyer hereunder. Except only as set forth on Exhibit 12, Seller shall pay and be responsible for all leasing commissions, if any, related written notice to Purchaser prior to the Existing Leases, and the cost of any tenant improvements and capital improvements to be constructed or installed for the tenant under any Existing Leases, and the value of any “free rent” periods under the Existing Leases, and to the extent any end of the foregoing have not be paid by Seller at or prior to Closing, Buyer shall receive a credit against the Purchase Price for such unpaid amountsFeasibility Period.