Common use of Covenants of Contributor Clause in Contracts

Covenants of Contributor. The Company Manager hereby covenants with the Operating Partnership as follows: (a) From the Effective Date hereof until the Closing or earlier termination of this Agreement, the Company Manager shall cause the Company to use commercially reasonable efforts to operate and maintain the Property in a manner generally consistent with the manner in which the Company has operated and maintained the Property prior to the date hereof. (b) Except as provided below, a copy of any amendment, renewal or expansion of any existing Lease or any new lease (collectively, the “New Leases” and individually “New Lease”) which the Company intends to execute between the Effective Date and the Closing Date will be submitted to the Operating Partnership. The Operating Partnership shall have the right to approve (in its sole and absolute discretion) any such New Lease which the Company desires to enter into between the Approval Date and the Closing Date. With respect to any such New Lease which the Operating Partnership has the right to approve, the Operating Partnership shall notify the Company Manager in writing within five (5) business days (“New Lease Approval Period”) after its receipt thereof (and any additional information reasonably requested by the Operating Partnership from the Company Manager relating to any of the New Leases) of either its approval or disapproval thereof. In the event the Operating Partnership notifies the Company Manager in writing within the New Lease Approval Period that the Operating Partnership does not approve any such New Lease, then the Company Manager shall cause the Company not to enter into such New Lease. In the event the Operating Partnership fails to notify the Company Manager in writing of its approval or disapproval within the New Lease Approval Period, the Operating Partnership shall be deemed to have approved any such New Lease. At Closing, unless otherwise provided herein, all Tenant Payment Obligations related to the New Leases (collectively, the “New Lease Costs”) shall be added to the Company Valuation to the extent such New Lease Costs are incurred and paid by the Company prior to the Closing. At Closing, all unpaid Tenant Payment Obligations incurred in connection with the Leases (other than the New Lease Costs) which have accrued prior to Closing shall be handled in accordance with the terms of Section 4.4(e) hereof. Notwithstanding the foregoing, nothing contained in this paragraph or elsewhere in this Agreement shall prohibit the Company from doing any of the following: (i) entering into month-to-month leases with existing tenants of the Property, or (ii) complying with any of the obligations of the landlord under the Leases. (c) Except as provided below, a copy of any amendment or renewal of any Contract or any new Contract (collectively, the “New Contracts” and individually “New Contract”) which the Company intends to execute between the Effective Date and the Closing Date will be submitted to the Operating Partnership. The Operating Partnership shall have the right to approve any such New Contract which the Company intends to enter into between the Approval Date and the Closing Date. With respect to any such New Contract which the Operating Partnership has the right to approve, the Operating Partnership shall notify the Company Manager in writing within five (5) business days (“New Contract Approval Period”) after its receipt thereof (and any additional information reasonably requested by the Operating Partnership from the Company Manager relating to any of the New Contracts) of either its approval or disapproval thereof. In the event the Operating Partnership notifies the Company Manager in writing within the New Contract Approval Period that the Operating Partnership does not approve any such New Contract, then the Company Manager shall cause the Company not to enter into such New Contract. In the event the Operating Partnership fails to notify the Company Manager in writing of its approval or disapproval within the New Contract Approval Period, the Operating Partnership shall be deemed to have approved any such New Contract. Notwithstanding the foregoing, nothing contained in this Section 5.2(c) or elsewhere this Agreement shall prohibit the Company from entering into any Contract which either expires on or before the Closing Date or is terminable upon no more than thirty (30) days written notice from the Company Manager to the other party to such Contract. (d) From the Effective Date hereof until the Closing Date or earlier termination of this Agreement, the Company Manager shall cause the Company to not modify or change the zoning classifications of the Real Property without the Operating Partnership’s consent, which consent shall not be unreasonably withheld or delayed.