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

OPERATION OF THE PROPERTIES PRIOR TO CLOSING. From the date hereof until the Closing, or the termination of this Agreement, whichever shall first occur, Seller shall (and shall cause the LLC to) (a) continue to operate the Properties in the manner in which it presently operates the Properties; (b) perform and/or comply with all of Seller's obligations under the Leases and Contracts; (c) not apply any tenant security deposits or draw upon any letters of credit posted by a tenant as security without Buyer's written -9- consent; (d) maintain the existing insurance covering the Properties or if any of such policies is expiring such policies shall be replaced with new policies containing the same coverage; (e) not place any mortgage or any other encumbrance, easement, covenant, condition, right-of-way or restriction on the Properties without Buyer's written consent; (f) not intentionally take any action that has a material adverse effect on title to any of the Properties as same exist on the date hereof; (g) not remove any of the Personal Property unless Seller replaces the same with personal property of the same quality and utility; (h) continue to maintain the Properties in their present order and condition, make all reasonably necessary repairs, replacements and/or improvements thereto (including any repairs, replacements and/or improvements necessary to cure any violation notices issued prior to the date of this Agreement ("Existing Violations") by any governmental authority) and deliver the Properties at the Closing in substantially the same condition they are in on the date of this Agreement (but free and clear of any Existing Violations), reasonable wear and tear and damage by fire or other casualty or by condemnation excepted; (i) give prompt written notice to Buyer of any fire or other casualty affecting any of the Properties after the date of this Agreement; (j) deliver to Buyer, promptly after receipt or issuance by Seller, copies of (i) all written default and other material notices to and from Tenants of the Properties; (ii) all written default and other material notices from the service providers under any Contracts; and (iii) all written notices of any violations issued by governmental authorities with respect to the Properties and any other material notices received from any governmental authority with respect to the Properties; (k) maintain in full force and effect all Approvals and timely apply for renewals of all such Approvals which will expire before the Closing; (l) not alter, amend or become a party to any new Contract without Buyer's written consent, unless the Contract is terminable on or before the Closing Date without payment or premium; (m) not terminate any Lease, or voluntarily accept a surrender of the leased premises thereunder prior to the expiration of the applicable Lease, without Buyer's written consent (n) not offer the Properties or any part thereof for sale to any other person or entity or enter into a contract or letter of intent for the sale of the Properties or any portion thereof to any other person or entity; (o) Subject to Section 8(c) pay all real estate taxes and assessments before they become subject to any penalty or interest; and (p) at or prior to the Closing, pay or satisfy any commission or referral fee with respect to any Lease. If Seller is unable to cure any Existing Violation at or before the Closing, Seller shall have the right and obligation, in lieu of curing any such Existing Violation, to deposit in escrow with the Title Company at Closing a sum of money sufficient to cure any such Existing Violation. Between the date hereof and the Closing, Seller shall not (and shall not permit the LLC to) enter into any new Lease without Buyer's written consent, nor shall it amend, modify, extend or terminate any Lease or grant any rent abatement or concessions without obtaining Buyer's written consent, unless such new Lease, renewal of a Lease or amendment, modification or termination or rent abatement or concession is expressly provided for in an existing Lease. Seller shall advise Buyer of any proposed amendment, modification or termination of a Lease or any proposed new Lease in writing, including the identity of the proposed tenant, together with (y) a summary of the terms thereof in reasonable detail and (z) a statement of the amount of any brokerage commissions and any other costs or expenses that Seller will incur in connection therewith, including, -10- without limitation, tenant inducement (including tenant improvements) costs and the terms of payment thereof and Buyer shall notify Seller in writing within three (3) business days of receipt of its consent thereto or of any objections thereto together with the reasons therefor. Between the date hereof and Closing or the earlier termination of this Agreement, Seller will not consent (and will not permit the LLC to consent) to any request by a Tenant for permission to assign its Lease or sublet its leased premises (or any part thereof) to the extent Seller or the LLC, as landlord, has the right to approve or consent to such assignment or subletting without obtaining Buyer's written consent thereto. The obligations of Seller contained in this Section 6 shall be covered by the Indemnification Agreement to be executed by Seller and Spartan at the Closing.

OPERATION OF THE PROPERTIES PRIOR TO CLOSING. (a) Each Seller shall operate, manage and maintain its Property in a reasonable, professional and prudent manner, and shall use reasonable efforts to cause it to be kept in substantially the condition that exists as of the date of this Agreement, reasonable wear and tear excepted. From the date hereof until the Closing, or the termination of this Agreement, whichever shall first occurClosing Date, Seller shall (and shall cause the LLC to) (a) continue to operate the Properties in the manner in which it presently operates the Properties; (b) perform and/or comply with all of Seller's obligations under the Leases and Contracts; (c) not apply any tenant security deposits or draw upon any letters of credit posted by a tenant as security without Buyer's written -9- consent; (d) maintain the existing insurance covering the Properties or if any of such policies is expiring such policies shall be replaced with new policies containing the same coverage; (e) not place any mortgage or any other encumbrance, easement, covenant, condition, right-of-way or restriction on the Properties without Buyer's written consent; (f) not intentionally take any action that has a material adverse effect on title to any of the Properties as same exist on the date hereof; (g) not remove any of the Personal Property unless Seller replaces the same with personal property of the same quality and utility; (h) continue to maintain the Properties in their present order and condition, make all reasonably necessary repairs, replacements and/or improvements thereto (including any repairs, replacements and/or improvements necessary to cure any violation notices issued prior to the date of this Agreement ("Existing Violations") by any governmental authority) and deliver the Properties at the Closing in substantially the same condition they are in on the date of this Agreement (but free and clear of any Existing Violations), reasonable wear and tear and damage by fire or other casualty or by condemnation excepted; (i) give prompt written notice to Buyer of any fire or other casualty affecting any of the Properties after the date of this Agreement; (j) deliver to Buyer, promptly after receipt or issuance by Seller, copies of (i) all written default and other material notices to and from Tenants of the Properties; (ii) all written default and other material notices from the service providers under any Contracts; and (iii) all written notices of any violations issued by governmental authorities with respect to the Properties and any other material notices received from any governmental authority with respect to the Properties; (k) maintain in full force and effect the casualty, liability and rent and/or business interruption insurance policies currently in effect with respect to the Property (or policies providing comparable coverage). (b) Each Seller shall comply with all Approvals of its material obligations under the Leases (affecting its Property) and timely apply for renewals the Service Contracts (affecting its Property) and all other agreements and contractual arrangements affecting its Property. (c) Each Seller promptly shall provide copies to Buyer upon Seller’s receipt of all such Approvals which will expire before any: (i) written notice from any party alleging that Seller is in default of its obligations under any of the ClosingLeases, the Service Contracts, or any permit or agreement affecting the applicable Property, or any portion or portions thereof, and any other material notice pursuant to any of the Leases or Service Contracts; (lii) not alterany tax ▇▇▇▇, amend written notice of assessment or become written notice of change in a party tax rate or assessment affecting the applicable Property; (iii) any written notice of a taking or condemnation affecting or relating to the Property; (iv) any written notice instituting or asserting any material claim, action, investigation or proceeding affecting the Property; (v) any written notice from any Tenant under the Leases terminating, expanding or extending, or seeking to terminate, expand or extend its Lease; or (vi) notice from any insurance company which has issued a policy with respect to its Property or by any board of fire underwriters (or other body exercising similar functions) (x) claiming any defects or deficiencies or requesting the performance of any repairs, alterations or other work at the Property, to the extent any such claim or request would constitute a breach of Section 7.1(h), or terminating any insurance policy; and any other material written notice pursuant to any new Contract without Buyer's written consent, unless the Contract is terminable on or before the Closing Date without payment or premium; (m) not terminate any Lease, or voluntarily accept a surrender of the leased premises thereunder prior to Leases or the expiration Service Contracts. (d) From and after the end of the applicable LeaseDue Diligence Period, without Buyer's written consent (n) not offer the Properties no material contract for or on behalf of or affecting any part thereof for sale to any other person or entity or enter into a contract or letter of intent for the sale of the Properties which cannot be terminated upon thirty (30) days notice without charge, cost, penalty or premium shall be entered into without Buyer’s prior consent. (e) From and after the end of the Due Diligence Period, no Seller shall enter into any new leases without Buyer’s prior consent, which consent shall not be unreasonably withheld or delayed so long as (x) the tenant under the new lease is of equal or better creditworthiness than the predecessor tenant and (y) the terms and conditions of the new lease are consistent in all material respects with then-current prevailing market terms, and a Seller shall enter into renewals of existing Leases, extensions of existing Leases and/or expansions of existing Leases for any portion thereof of a Property only on commercially reasonable terms substantially consistent with the terms and conditions of existing Leases at the Property. Seller shall deliver a copy of any documentation relating to any other person or entity; such new lease, (oindividually, a “New Lease” and collectively, the “New Leases”) Subject to Section 8(cBuyer within ten (10) pay all real estate taxes days of its execution, together with an estoppel certificate from the tenant(s) and assessments before they become subject guarantor(s) thereunder as required hereunder and otherwise shall comply, as to any penalty or interest; such New Leases and (p) at or prior new guaranties, with the terms of this Agreement in the same manner as provided hereunder with respect to the Closingother Leases. From and after the date hereof, pay except with the prior written consent of Buyer, no Seller shall amend, extend, terminate, accept surrender of, or satisfy permit any commission assignments or referral fee sublease of, any of the existing Leases or the New Leases nor with respect to any Lease. If Seller is unable of the Properties accept any rental more than one (1) month in advance; provided that, other than with acceptance of rent, Buyer’s consent to cure any Existing Violation at or before of the Closing, Seller shall have the right and obligation, in lieu of curing any such Existing Violation, to deposit in escrow with the Title Company at Closing a sum of money sufficient to cure any such Existing Violation. Between the date hereof and the Closing, Seller foregoing actions shall not be unreasonably withheld or delayed so long as a result of such action (and shall not permit x) the LLC to) enter into creditworthiness of any new Lease without Buyer's written consent, nor shall it amend, modify, extend or terminate tenant under any Lease or grant New Lease shall not be less than that of the predecessor tenant and (y) the terms of any rent abatement Lease or concessions without obtaining Buyer's written consentNew Lease shall not be inconsistent in any material respect with then-current prevailing market terms. With respect to any New Leases, unless such new the provisions of this Agreement shall be amended to reflect the same or similar agreements with respect to the New Leases as are currently in effect with respect to the other leases. In connection with any New Lease, renewal of a Lease or amendment, modification or termination or rent abatement or concession is expressly provided for in an existing Lease. , extension of an existing Lease and/or expansion of existing Lease, Buyer shall reimburse the applicable Seller shall advise Buyer of any proposed amendment, modification or termination of a Lease or any proposed new Lease in writing, including the identity of the proposed tenant, together with (y) a summary of the terms thereof in reasonable detail and (z) a statement of the amount of any brokerage commissions and any other costs or expenses that Seller will incur in connection therewith, including, -10- without limitation, at Closing for all tenant inducement (including tenant improvements) improvement costs and the terms of payment thereof and Buyer shall notify Seller in writing within three (3) business days of receipt of its consent thereto or of any objections thereto together with the reasons therefor. Between the date hereof and Closing or the earlier termination of this Agreement, Seller will not consent (and will not permit the LLC to consent) to any request leasing commissions reasonably incurred by a Tenant for permission to assign its Lease or sublet its leased premises (or any part thereof) to the extent Seller or the LLC, as landlord, has the right to approve or consent to such assignment or subletting without obtaining Buyer's written consent thereto. The obligations of Seller contained in this Section 6 shall be covered by the Indemnification Agreement to be executed by Seller and Spartan at the ClosingSeller.