Common use of Operation of the Projects Clause in Contracts

Operation of the Projects. Until the earlier of the Closing or the termination of this Agreement, Contributors undertake and agree as follows: (a) Contributors shall perform all material obligations relating to the Projects, including to pay (or cause to be paid or credit at Closing) prior to delinquency, all mortgages, liens, contract amounts, real property and personal property taxes, assessments and other levies which become due and payable with respect to the Projects, other than those taxes assessments and other levies that a Contributor is contesting in good faith and for which Contributors shall remain liable. (b) Subject to Sections 4.4(c) and 4.4(d), without TRT’s prior written approval, which may be withheld in TRT’s sole and absolute discretion, Contributors shall not directly or indirectly (i) sell, contribute, assign or create any right, title or interest whatsoever in or to the Project, (ii) cause or permit any mortgage, deed of trust, lien, assessment, obligation, interest, encroachment or liability whatsoever to be placed of record against the Project (other than the Permitted Exceptions and easements arising in the ordinary course of business that do not have a material affect on the Projects), or (iii) enter into any agreement to do any of the foregoing. (c) Without TRT’s prior approval, which may be withheld in TRT’s sole and absolute discretion, Contributors shall not enter into any new (or extend, amend, renew or replace any existing) agreement, service contract, employment contract, permit or obligation affecting the Projects that would be binding upon Joint Venture upon its acquisition of the Projects, or file for, pursue, accept or obtain any zoning, land use permit or other development approval or entitlement, or consent to the inclusion of the Projects into any special district; provided, however, (i) Contributors may enter into service or similar contracts without TRT’s approval if such contract is entered into in the ordinary course of Contributors’ business and is terminable without penalty or premium on not more than 30 days notice from the owner of the Project and is disclosed promptly in writing to TRT; and (ii) may enter new Tenant Leases pursuant to Section 4.4(d). (d) Contributors shall not enter into any new lease of space at a Project (each, a “New Lease”) or extend, amend, renew or replace any lease of space at a Project (each, a “Lease Renewal”) without TRT’s prior written consent (which may be withheld in TRT’s sole and absolute discretion), except for Lease Renewals that are automatic or are at the Tenant’s election pursuant to the terms of the underlying lease. If Contributors desire to enter into a New Lease or Lease Renewal after the Effective Date, it shall give written notice (the “New Lease Request”) to TRT and include the following information and documents with such New Lease Request: (i) the name of the proposed or existing Space Tenant, (ii) identification of the portion of the applicable Project that is the subject of the New Lease or Lease Renewal, (iii) a summary of the material terms of the New Lease or Lease Renewal, including base rent, reimbursement of operating expenses, security deposit, guaranties or other credit enhancement, concessions, proposed tenant improvements and tenant improvement allowance, term, renewal options, early termination rights, permitted uses, and exclusive rights, (iv) a copy of the proposed New Lease or Lease Renewal and all exhibits thereto, and (v) financial information regarding the proposed or existing Space Tenant. If TRT fails to respond to any New Lease Request within 5 Business Days after receipt thereof, TRT shall be deemed to have approved the request to enter into such New Lease or Lease Renewal. (e) Contributors shall remove the Projects from the market for sale, and shall not solicit, accept, entertain or enter into any negotiations or agreements with respect to the sale or disposition of any or all of the Projects, or any interest therein, or sell, contribute or assign any interest in the Projects except as provided herein. (f) Each Contributor shall cause the Projects to be operated and maintained in accordance with each Contributor’s past practice and all applicable Laws. (g) Contributors shall maintain all casualty and liability insurance in place as of the Effective Date with respect to the Projects in amounts and with deductibles substantially the same as existing on the Effective Date. (h) Contributors shall not remove any material item of Personal Property from the Real Property unless the same is obsolete and is replaced by tangible personal property of equal or greater utility and value. (i) Should any equipment or fixtures fail between the Effective Date and the Closing Date, Contributors shall be responsible for the repair or replacement of such equipment or fixtures with a new unit of similar size and quality, or at Contributor’s option, Contributor shall give the Joint Venture an equivalent credit towards the Aggregate Project Value at the Closing. (j) Contributors shall not apply any security or other deposits under any Space Lease to the obligations of any Space Tenant who is or may be in possession as of the Closing or otherwise withdraw or deplete Tenant Deposits from the levels indicated on Schedule 4.1.9. (k) Contributors shall not accept any rent from any Space Tenant (or any new tenant under any new lease permitted pursuant to the terms hereof) for more than one (1) month in advance of the payment date. (l) Contributors shall not commence or allow to be commenced on its behalf any action, suit or proceeding with respect to all or any portion of the Projects without the prior written consent of TRT, except for any action, suit or proceeding that arises in the ordinary course of business and the amount of the related claim does not exceed $50,000.

Operation of the Projects. Until the earlier of the Closing or the termination of this Agreement, Contributors undertake and agree as follows: (a) Contributors shall perform all material obligations relating to the Projects, including to pay (or cause to be paid or credit at Closing) prior to delinquency, all mortgages, liens, contract amounts, real property and personal property taxes, assessments and other levies which become due and payable with respect to the Projects, other than those taxes assessments and other levies that a Contributor is contesting in good faith and for which Contributors shall remain liable. (b) Subject to Sections 4.4(c) and 4.4(d), without TRT’s 's prior written approval, which may be withheld in TRT’s 's sole and absolute discretion, Contributors shall not directly or indirectly (i) sell, contribute, assign or create any right, title or interest whatsoever in or to the Project, (ii) cause or permit any mortgage, deed of trust, lien, assessment, obligation, interest, encroachment or liability whatsoever to be placed of record against the Project (other than the Permitted Exceptions and easements arising in the ordinary course of business that do not have a material affect on the Projects), or (iii) enter into any agreement to do any of the foregoing. (c) Without TRT’s 's prior approval, which may be withheld in TRT’s 's sole and absolute discretion, Contributors shall not enter into any new (or extend, amend, renew or replace any existing) agreement, service contract, employment contract, permit or obligation affecting the Projects that would be binding upon Joint Venture upon its acquisition of the Projects, or file for, pursue, accept or obtain any zoning, land use permit or other development approval or entitlement, or consent to the inclusion of the Projects into any special district; provided, however, (i) Contributors may enter into service or similar contracts without TRT’s 's approval if such contract is entered into in the ordinary course of Contributors’ ' business and is terminable without penalty or premium on not more than 30 days notice from the owner of the Project and is disclosed promptly in writing to TRT; and (ii) may enter new Tenant Leases pursuant to Section 4.4(d). (d) Contributors shall not enter into any new lease of space at a Project (each, a “"New Lease”") or extend, amend, renew or replace any lease of space at a Project (each, a “"Lease Renewal”") without TRT’s 's prior written consent (which may be withheld in TRT’s 's sole and absolute discretion), except for Lease Renewals that are automatic or are at the Tenant’s 's election pursuant to the terms of the underlying lease. If Contributors desire to enter into a New Lease or Lease Renewal after the Effective Date, it shall give written notice (the “"New Lease Request”") to TRT and include the following information and documents with such New Lease Request: (i) the name of the proposed or existing Space Tenant, (ii) identification of the portion of the applicable Project that is the subject of the New Lease or Lease Renewal, (iii) a summary of the material terms of the New Lease or Lease Renewal, including base rent, reimbursement of operating expenses, security deposit, guaranties or other credit enhancement, concessions, proposed tenant improvements and tenant improvement allowance, term, renewal options, early termination rights, permitted uses, and exclusive rights, (iv) a copy of the proposed New Lease or Lease Renewal and all exhibits thereto, and (v) financial information regarding the proposed or existing Space Tenant. If TRT fails to respond to any New Lease Request within 5 Business Days after receipt thereof, TRT shall be deemed to have approved the request to enter into such New Lease or Lease Renewal. (e) Contributors shall remove the Projects from the market for sale, and shall not solicit, accept, entertain or enter into any negotiations or agreements with respect to the sale or disposition of any or all of the Projects, or any interest therein, or sell, contribute or assign any interest in the Projects except as provided herein. (f) Each Contributor shall cause the Projects to be operated and maintained in accordance with each Contributor’s 's past practice and all applicable Laws. (g) Contributors shall maintain all casualty and liability insurance in place as of the Effective Date with respect to the Projects in amounts and with deductibles substantially the same as existing on the Effective Date. (h) Contributors shall not remove any material item of Personal Property from the Real Property unless the same is obsolete and is replaced by tangible personal property of equal or greater utility and value. (i) Should any equipment or fixtures fail between the Effective Date and the Closing Date, Contributors shall be responsible for the repair or replacement of such equipment or fixtures with a new unit of similar size and quality, or at Contributor’s 's option, Contributor shall give the Joint Venture an equivalent credit towards the Aggregate Project Value at the Closing. (j) Contributors shall not apply any security or other deposits under any Space Lease to the obligations of any Space Tenant who is or may be in possession as of the Closing or otherwise withdraw or deplete Tenant Deposits from the levels indicated on Schedule 4.1.9. (k) Contributors shall not accept any rent from any Space Tenant (or any new tenant under any new lease permitted pursuant to the terms hereof) for more than one (1) month in advance of the payment date. (l) Contributors shall not commence or allow to be commenced on its behalf any action, suit or proceeding with respect to all or any portion of the Projects without the prior written consent of TRT, except for any action, suit or proceeding that arises in the ordinary course of business and the amount of the related claim does not exceed $50,000.