Common use of Operations Pending Closing Clause in Contracts

Operations Pending Closing. Sellers, at their expense, shall use reasonable efforts to operate the Properties until the Closing Date or until the termination of this Agreement, whichever is earlier, in accordance with past practices. Sellers shall not, without the prior written consent of Buyer, which consent shall not be unreasonably withheld: (a) enter into or agree to enter into any lease or other agreement concerning occupancy or use of any of the Properties; (b) enter into any other agreements concerning operation or ownership of the Properties; (c) modify or amend any existing Lease, Service Contract (unless said Service Contract can be terminated without cause on written notice of thirty or less days), or any 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 Sellers after the Contract Date, Buyer shall be responsible for payment of only the unamortized 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 Closing Date shall be paid by 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 any portion thereof in full force and effect;

Operations Pending Closing. SellersUntil the closing and subject to Purchaser's indemnification under Section 4.B. above, Seller shall have the full responsibility and the entire liability for any and all damages or injury of any kind whatsoever to the Property. If, prior to the closing, fifty per cent (50%) or more of the Property is damaged or destroyed ("Major Casualty"), or, if the Property shall be the subject of an action in eminent domain or a proposed taking by a governmental authority, whether temporary or permanent, Purchaser, at their expenseits sole discretion, shall use reasonable efforts have the right to operate terminate this Agreement upon written notice to Seller without liability on its part in which event all ▇▇▇▇▇▇▇ Money shall be refunded to Purchaser. If (a) Purchaser does not exercise its right of termination in the Properties event of a Major Casualty or a taking as described above, or (b) in the event of a casualty which is not a Major Casualty, then any and all insurance proceeds not to exceed the Purchase Price arising out of such damage or destruction, or compensation of awards arising out of any such eminent domain or taking, shall be assigned to or paid over to the Purchaser on the Closing Date. Seller agrees to keep in full force and effect pending the closing hereunder, (i) fire and casualty insurance for the values currently in force for the Property, and (ii) liability insurance in customary amounts for property similar to the Property. From the Effective Date until the Closing Date or until the earlier termination of this Agreement, whichever is earlier, in accordance with past practices. Sellers shall not, without the prior written consent of Buyer, which consent Seller shall not be unreasonably withheld: do, suffer or permit or agree to do any of the following: (a) enter into any transaction in respect to or agree to affecting the Property outside of the ordinary course of business; (b) sell, encumber or grant any interest in the Property or any part thereof in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property or which will prevent or inhibit Seller's performance of its obligations hereunder; or (c) enter into any lease or other agreement concerning occupancy with respect to the Property or use of any of the Properties; (b) enter into any other agreements concerning operation modify, extend or ownership of the Properties; (c) modify or otherwise amend any existing Leasecurrent lease or agreement, Service Contract (unless said Service Contract can except with Purchaser's express written consent, which may be terminated without cause on written notice of thirty or less days), or any 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 Sellers after the Contract Date, Buyer shall be responsible for payment of only the unamortized 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 withheld 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 Closing Date shall be paid by 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 any portion thereof in full force and effect;Purchaser's reasonable discretion.

Operations Pending Closing. SellersThe Seller and the Members agree to conduct and operate the Business prior to the Closing in all respects as the Business has been conducted heretofore and agree, at their expensepending the Closing, not to make any material changes in the Seller's Business or working force or the terms and conditions of its working force, except such changes as are necessary for the proper conduct of the Business. The Seller and the Members agree to make no increase in the compensation payable or to become payable to any employee, agent or independent contractor of the Seller, nor to make any bonus payment or arrangement to or with any employee, agent, or independent contractor of the Seller during the time between the execution of this Agreement and the Closing, except as currently in effect or in the ordinary conduct of its business consistent with prior practice. No contract or commitment shall be entered into by or on behalf of the Seller which extends beyond the date of the Closing, except normal commitments necessary for the ordinary operation of the Business, unless such extraordinary commitments are first approved by the Buyer in writing. During the period from the date hereof to the Closing, except as otherwise expressly provided herein, the Seller shall operate its Business only in the ordinary course of business. The Seller shall use its reasonable best efforts to operate preserve intact the Properties until present organization of the Closing Date or until Business, keep available the termination services of this Agreementthe present officers and employees of the Business and preserve relationships with customers, whichever is earliersuppliers, in accordance licensors, licensees, contractors, distributors and others having business dealings with past practicesthe Business. Sellers Without limiting the generality of the foregoing, from the date hereof the Seller shall not, without the prior written consent of Buyerthe Buyer to the extent related to the Business: (i) sell, lease, encumber, transfer or dispose of any assets or rights or acquire any assets or rights which consent shall not would be unreasonably withheld: included in the Assets, unless in the ordinary course of business, (aii) fail to collect any accounts receivables or fail to pay any accounts payable, other than in the ordinary course of business, (iii) enter into any material commitment or transaction unless in the ordinary course of business, (iv) permit any Asset to suffer any liability thereupon, (v) enter into or agree offer to enter into any lease employment or other consulting agreement concerning occupancy with any person outside the ordinary course of business, unless terminable at will by the Buyer, (vi) make any capital expenditures outside the ordinary course of business, (vii) enter into, amend or use terminate any material contract, except in the ordinary course of any of the Properties; business, (bviii) enter into any transaction or any contract with any affiliate, other agreements concerning operation than transactions on arm's -length terms in the ordinary course of business, or ownership (ix) authorize, or commit or agree to take, any of the Properties; foregoing actions. At the time of the Closing, possession of the Assets shall be given to the Buyer as the same existed on the date of the signing of the Letter of Intent (c) modify or amend any existing Leasei.e., Service Contract (unless said Service Contract can be terminated without cause on written notice of thirty or less daysJanuary 17, 2000), or any other agreement relating on the date of the signing of this Agreement and the date of Closing, and as were used by the Seller in the Business, delivered by the Seller to the Properties which would survive Closing; or (d) initiate any summary or other eviction proceeding or action against any Tenant or occupant Buyer in order that the Buyer may commence and continue the operation of the Properties. In connection Business in an orderly manner with leases or renewals of existing Leases executed by Sellers after the Contract Date, Buyer shall be responsible for payment of only the unamortized portion (amortized without interest on a straight line basis over the Lease term) of any Tenant finish allowance, commissions least interruption 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 Closing Date shall be paid by 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 any portion thereof in full force and effect;inconvenience possible.

Operations Pending Closing. SellersSeller hereby covenants and agrees that after the Contract Date, at their expense, shall use reasonable efforts to operate until the Properties until earlier of the Closing Date or until the earlier termination of this Agreement, whichever is earlier, : (a) Seller shall continue to maintain the Property in accordance with past its customary business practices. Sellers . (b) Seller shall continue to fulfill all of its obligations under the Leases. (c) Seller shall continue to otherwise manage and operate the Property in accordance with its customary business practices. (d) Seller shall not, without the prior written consent of Buyer, Buyer (which consent shall not be unreasonably withheld: (a) enter into withheld or agree to delayed), enter into any lease new Lease (or other agreement concerning occupancy renew any existing Lease) for a term exceeding 1 year or use of any of the Properties; (b) enter into any Lease in a form other agreements concerning operation than the standard lease form delivered to Buyer pursuant to Section 6.1. (e) Seller shall not sell, mortgage, pledge, hypothecate or ownership otherwise transfer or dispose of all or any part of the Properties; (c) modify Property or amend incur any existing Leaseliabilities other than in the ordinary course of operating and managing the Property, Service Contract (unless said Service Contract can except for such liabilities as will be terminated without cause discharged on written notice of thirty or less days), or any other agreement relating to the Properties which would survive before 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 Sellers after After the Contract Date, Seller shall not, without the written consent of Buyer (which consent shall not be unreasonably withheld or delayed), enter into any new Service Contracts unless such new Service Contract is on market-rate or better terms and can be terminated upon no more than 30 day’s notice without penalty. Notwithstanding Seller’s obligation set forth in Section 11(a), Seller has no obligation to make any repairs or replacements to the Property if the cumulative cost of all reasonably necessary repairs or replacements is reasonably estimated by Seller to exceed $50,000. If Seller declines to make any reasonably necessary repairs or replacements because the estimated cumulative cost of all repairs and replacements would exceed $50,000, then Buyer may terminate this Agreement prior to Closing on written notice to Seller, and, in such event, this Agreement shall terminate, the E▇▇▇▇▇▇ Money shall be responsible for payment of only the unamortized portion (amortized without interest on a straight line basis over the Lease term) of any Tenant finish allowance, commissions and concessionsreturned to Buyer, and leasing costs including design costs granted under such Leases and attributable neither party shall have any further obligation hereunder except as to the portion of the Lease term after the Closing Date, provided Buyer has approved in writing a covenants which are to survive termination. Seller’s execution of any such Lease or amendment and obligation set forth in Section 11(a) shall expire upon Closing; if this transaction closes, then Seller’s obligation to maintain 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 Closing Date Property shall be paid by 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 deemed to have been satisfied or any portion thereof in full force and effect;waived.

Operations Pending Closing. Sellers, at their expense, shall use reasonable efforts At all times prior to operate the Properties until the Closing Date or until the sooner termination of this Agreement, whichever is earlierSeller agrees: (a) to maintain, manage and operate the Property free from waste and neglect, in accordance with applicable law and consistent with its past management practices; (b) to maintain the Property in its current condition and state of repair (normal wear and tear and casualty loss excepted); (c) to maintain its existing casualty and liability insurance on the Property (to the extent such insurance continues to be available at commercially reasonable premiums); and (d) to perform all of its material obligations under the Tenant Leases and the Contracts. Sellers shall notAt all times after the expiration of the Inspection Period (or earlier waiver of the Inspection Contingency), Seller agrees (e) not to amend, modify or terminate or permit the termination of any of the Tenant Leases (other than for expansions, renewals and other changes contemplated by a Tenant Lease existing on the Date of this Agreement) or the Contracts without the prior written consent of Buyer, which shall not unreasonably be withheld or delayed; (f) not to lease or rent any portion of the Property without the prior written consent of Buyer, which shall not unreasonably be withheld or delayed; or (g) not to issue a new Contract (other than a Contract in the ordinary course of business and terminable on thirty (30) days or less notice by the owner of the Property) without the prior written consent of Buyer, which shall not be unreasonably withheld: (a) enter into withheld or agree to enter into any lease or other agreement concerning occupancy or use of any delayed. All amendments and modifications of the Properties; (b) enter into any other agreements concerning operation or ownership existing Tenant Leases, and all new leases and rental agreements, made by Seller prior to Closing and permitted under this Agreement shall be considered part of the Properties; (c) modify or amend any existing Lease, Service Contract (unless said Service Contract can be terminated without cause on written notice of thirty or less days), or any 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 Leases." All amendments and modifications of the Properties. In connection with leases existing Contracts, and all new contracts concerning utilities, maintenance, services or renewals operation of existing Leases executed the Property, made by Sellers after the Contract Date, Buyer Seller prior to Closing and permitted under this Agreement shall be responsible for payment of only the unamortized 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 considered part 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 Closing Date shall be paid by 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 any portion thereof in full force and effect;"Contracts."

Operations Pending Closing. SellersFrom and after the Effective Date hereof, at their expense, shall use reasonable efforts Seller covenants and agrees that: a. Seller will continue to operate the Properties until Property 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 Existing Lease), with respect to any portion of the Property without Buyer’s prior written consent, which may be granted or withheld in Buyer’s sole 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 AgreementSection 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 new 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, whichever grant 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 earlieroutside 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 accordance force a policy or policies of fire and extended coverage, hazard insurance and a liability insurance policy with past practicesrespect 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. Sellers shall not, without Without the prior written consent of BuyerBuyer in each case, which consent the Seller shall not be unreasonably withheld: (a) enter into or agree to enter into any lease or other agreement concerning occupancy or use of any of the Properties; (bi) enter into any other agreements new contracts concerning operation the operation, management, leasing or ownership maintenance of the Properties; Property or services thereto which are not cancelable without premium or penalty on thirty (c30) modify days’ notice or amend (ii) make or contract for any existing Lease, Service Contract maintenance item or capital repair exceeding a cost of $2,500.00 (unless said Service Contract can be terminated without cause on written notice of thirty or less daysa “Maintenance/Capital Repair Contract”), unless the same is completed and paid for in full before or at Closing; provided that, in the event that Seller enters into any other such Maintenance/Capital Repair Contract with the intention that the same be completed and paid for in full before or at Closing, but 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 relating 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 Properties which would survive Existing Financing, until Closing; or , Seller shall (d1) initiate any summary or other eviction proceeding or action against any Tenant or occupant make the payments required by the terms of the Properties. In connection with leases 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 renewals consent to any modifications of existing Leases executed by Sellers after the Contract Date, Buyer shall be responsible for payment of only the unamortized portion (amortized Existing Financing Documents without interest on a straight line basis over the Lease term) of any Tenant finish allowance, commissions and concessionsBuyer’s prior written consent, 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 Closing Date shall be paid by such Seller. Sellers agree, through and including the Closing Date and at Sellers' sole cost and expense, to: (aa4) keep all existing insurance policies affecting the Properties or any portion thereof in full force and effect;Existing Financing out of default.

Operations Pending Closing. Sellers, at their expense, shall use reasonable efforts Seller agrees to manage and operate the Properties until Property in a prudent manner and in a manner consistent with existing practices, and to keep the Closing Date Property in good working order and repair (including all equipment, such as HVAC equipment, elevators, and similar equipment). Seller further agrees: (i) to maintain all usual and necessary business records pertaining to the Property; (ii) to maintain the Property in its current condition and repair, subject to reasonable wear and tear; (iii) to maintain the existing property and casualty insurance on the Property, (iv) to perform all of its obligations under any existing licenses, permits, Tenant Leases, and Contracts (v) to not lease, rent or until otherwise permit any person or persons to occupy any portion of the termination of this Agreement, whichever is earlier, in accordance Property other than new Tenant Leases executed with past practices. Sellers shall not, without the prior written consent approval of Buyer, which consent shall not to be unreasonably withheld: withheld or delayed (avi) enter into to not construct additional improvements on the Property without the approval of Buyer, not to be unreasonably withheld or agree delayed; and (vii) to not enter into any lease new Contracts without the approval of Buyer not to be unreasonably withheld or delayed. Without in any way limiting the foregoing, Seller agrees to maintain a sufficient inventory of supplies, materials, equipment and other agreement concerning occupancy personal property for the proper management, maintenance and operation of the Property. Seller further agrees not to defer significant maintenance unless specifically instructed to do so by Buyer. Seller shall not remove or use permit the removal of any Personal Property from the Property unless such items are replaced immediately with Personal Property of equal or greater value, without Buyer’s approval not to be unreasonably withheld or delayed. By no later than the 10th day prior to Closing, Seller shall provide Buyer with a new Rent Roll for the Property as of the Properties; (b) enter into any other agreements concerning operation or ownership first day of such month, together with an income and expense statement for the Properties; (c) modify or amend any existing Lease, Service Contract (unless said Service Contract can be terminated without cause on written notice of thirty or less days), or any other agreement relating to Property for the Properties which would survive Closing; or (d) initiate any summary or other eviction proceeding or action against any Tenant or occupant of the Propertiesprior month. In connection with leases or renewals of existing Leases executed by Sellers after the Contract Date, Buyer The Rent Roll and income and expense statement shall be responsible for payment of only the unamortized 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 certified to the portion of the Lease term after the Closing Date, provided Buyer has approved in writing a by 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 Closing Date shall be paid by 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 any portion thereof in full force and effect;.

Operations Pending Closing. Sellers8.1 Seller, at their its expense, shall use all reasonable and diligent efforts to maintain, repair and operate the Properties Property until the Closing Date or until the sooner termination of this Agreement, whichever substantially in its present condition and pursuant to Seller's normal course of business (such as maintenance and repair obligations but not including extraordinary capital expenditures or expenditures not incurred in such normal course of business, unless there is earlieran emergency which necessitates such capital expenditure or it is necessary to comply with applicable leases or laws), in accordance with past practicessubject to ordinary wear and tear, damage by fire or other casualty and condemnation. Sellers In addition, Seller shall notdeliver to Buyer a copy of any written notice of default delivered by Seller to or received from any Tenant from and after the Contract Date and any notices of violations from any applicable governmental authorities. 8.2 Prior to the Inspection Date, Seller may, (a) without Buyer's consent, enter into any new service contract which shall be terminable without penalty within thirty (30) days after Closing or cancel, modify, extend, renew or permit the expiration of any existing Service Contracts which shall be terminable without penalty within thirty (30) days after Closing, or (b) subject to obtaining Buyer's prior written consent of Buyerapproval, which consent approval shall not be unreasonably withheld: , conditioned or delayed, enter into any new lease or any modification, amendment, restatement, termination, or renewal of any existing Lease or grant any waiver or consent under any Lease. Seller shall promptly deliver a copy of any item in (a) enter or (b) of the preceding sentence entered into or agree by Seller promptly after its execution thereof but at least three (3) Business Days prior to the Inspection Date. After the Inspection Date, Seller shall not enter into any lease or other agreement concerning occupancy or use of any of the Properties; following documents without Buyer's consent, which consent may be withheld in Buyer's sole discretion (provided, that Buyer's consent shall be deemed granted if Buyer does not object in writing within five (5) Business Days after Seller requests such consent from Buyer): (a) contract for service to the Property unless it is terminable without penalty on no more than thirty (30) days written notice (except that Seller may enter into any such contract in response to any condition or event which would endanger the safety or integrity of the Improvements, provided that Buyer shall have no obligation to assume any such contract unless Buyer approves of such contract in writing), or (b) enter into any new lease or any modification, amendment, restatement, termination, renewal, consents or waivers of any Lease except for letters of understanding, certificates, punch lists and other agreements concerning operation documents that either tenant or ownership landlord is obligated to deliver pursuant to the applicable Lease. Seller shall promptly deliver a copy of any item in (a) or (b) of the Properties; (c) modify or amend any existing Lease, Service Contract (unless said Service Contract can be terminated without cause on written notice of thirty or less days), or any 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 preceding sentence entered into by Sellers after the Contract Date, Buyer shall be responsible for payment of only the unamortized 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 Seller promptly upon its 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 Closing Date shall be paid by 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 any portion thereof in full force and effect;same.

Operations Pending Closing. Sellers, at their expense, shall use reasonable efforts to operate From the Properties until date hereof through the Closing Date Date, Seller agrees as follows: (a) Seller will manage, repair and maintain the Property in the same manner as it did prior to the date hereof and will keep the Property in its present state of repair subject to normal wear and tear, exercising the same degree of care in such matters as Seller has previously exercised. Except as set forth on Exhibit C hereof, Seller shall not remove any item of Building Fixtures from the Property, unless the same is replaced with an item of equal quality or until is no longer necessary or useful for the termination customary operation of this Agreementthe Property and unless any damage reasonably caused by such removal is repaired. Seller shall deliver possession of the Property to Purchaser at the Closing. (b) Seller will not enter into any voluntary renewal, whichever is earlierextension, in accordance modification or replacement of any existing Lease or Service Contract or enter into any new employment, maintenance, service, supply or other agreement relating to the Property which would create a material contingent liability continuing beyond the Closing or which would otherwise continue beyond the Closing without the express written permission of Purchaser; provided, however, that Seller may enter into Service Contracts with past practices. Sellers commercially reasonable terms that are terminable on 30 days notice. (c) Seller shall not, without the prior written consent of BuyerPurchaser, enter into any leases or occupancy agreements for space at the Property. (d) Seller will keep in full force and effect all existing fire, casualty, liability and extended coverage and other insurance policies which consent are presently in effect for the Property, or any portion of the Property. (e) Seller shall perform its post-petition obligations when due pursuant to the Leases, Service Contracts and Operating Permits, including, without limitation, any maintenance or repair of the Property to be performed by Seller. (f) Unless necessary to operate the Specific Properties prior to Closing, but not binding after the Closing, Seller shall not be unreasonably withheld: (a) enter into or agree to enter into record any lease easement, covenant, license, permit, agreement or other agreement concerning occupancy instrument against the Property or use any portion thereof without Purchaser's prior consent. (g) Seller shall cooperate and promptly execute all applications and instruments required by any party or governmental authority in connection with the transfer to Purchaser of any of the Properties;Service Contracts or Operating Permits. Purchaser agrees to submit all applications, documentation and information reasonably required to assist Seller in obtaining such consents and transfers. (bh) enter into any other agreements concerning operation Other than litigation that relates to a claim fully covered by insurance or ownership which relates to a pre-petition claim unless requested by Purchaser, Seller shall give Purchaser prompt notice of the Properties; (c) modify or amend any existing Lease, Service Contract (unless said Service Contract can be terminated without cause on written notice of thirty or less days), or any 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 Sellers after the Contract Date, Buyer shall be responsible for payment of only the unamortized portion (amortized without interest on a straight line basis over the Lease term) institution of any Tenant finish allowancelitigation, commissions and concessions, and leasing costs including design costs granted under such Leases and attributable to the portion arbitration or administrative proceeding of the Lease term after the Closing Date, provided Buyer which it 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 actual knowledge prior to the Closing Date shall be paid involving the Property or Seller's ability to consummate the transaction contemplated by such Seller. Sellers agree, through and including the Closing Date and at Sellers' sole cost and expense, to:this Agreement. (aai) keep all existing insurance policies affecting Seller will advise Purchaser promptly of any notice it receives of any change in any Legal Requirements that might materially adversely affect the Properties value or use of the Property by Purchaser. Immediately upon receipt, Seller shall send Purchaser a copy of any notice which Seller may receive from any Governmental Authority with respect to the Property having a material adverse affect on the Property. (j) Upon the expiration of Purchaser's right to terminate this Agreement under Section 2.2, Seller will advise Purchaser in writing promptly of any material notice or offer it receives or has received relating to the Property, including, without limitation, any offer or proposal from a third party to lease, sublease or purchase the Property or any portion thereof in full force thereof, and effect;shall promptly deliver to Purchaser all information Seller receives or has received relating to such offer or proposal; provided, however, that Seller does not have to so advise Purchaser as to any Property that is deemed, or may be deemed if not cured by Seller, an Uncured Property until such Property is no longer an Uncured Property.

Operations Pending Closing. Sellers8.1 Seller, at their its expense, shall use commercially reasonable efforts to operate maintain the Properties Property until the Closing Date or until the sooner termination of this Agreement, whichever is earliersubstantially in its present condition and pursuant to Seller's normal course of business in a commercially reasonable manner for a class-A building (such as maintenance obligations but not including extraordinary capital expenditures or expenditures not incurred in such normal course of business), subject to ordinary wear and tear, damage by fire or other casualty and condemnation. In addition, Seller shall operate and manage expenses and expenditures for the Property in substantial accordance with past practicesthe Operating Budget attached hereto as Exhibit Q subject to emergency expenditures reasonably required to preserve and protect life and/or the Property. Sellers In the event any expenses or expenditures for the Property exceed the greater of $7,500 or 7.5% of the amount budgeted for the applicable line item in the Operating Budget, Seller shall not, without the obtain Buyer’s prior written consent of Buyer, which consent shall not be unreasonably withheld:, conditioned, or delayed (provided that Buyer's consent shall be deemed granted if Buyer does not object in writing within five (5) days after Seller requests such consent from Buyer). Seller shall maintain the current insurance on the Property until the Closing or sooner termination of this Agreement. 8.2 Seller shall deliver to Buyer within three (3) Business Days of receipt a copy of any written notice of default or violation delivered or received by Seller from and after the Contract Date (including, without limitation, any notices under the Leases or regarding any alleged violations of zoning, building, fire, health, environmental or other statutes, ordinances, regulations or orders relating to or referring to the Property). 8.3 Prior to the Inspection Date, Seller may, with Buyer's consent (which shall not be unreasonably withheld, conditioned or delayed), (a) enter into any new contract or agree to enter into any lease cancel, modify, extend, renew or other agreement concerning occupancy or use permit the expiration of any of the Properties; existing Service Contracts or Commission Agreements, or (b) enter into any other agreements concerning operation new lease or ownership any modification, amendment, restatement, termination, or renewal of the Properties; (c) modify or amend any existing Lease, Service Contract (unless said Service Contract can be terminated without cause on written notice . Seller shall furnish Buyer with a copy of thirty or less days), or any other the proposed agreement relating which shall contain such information reasonably necessary to enable Buyer to make informed decisions with respect to the Properties which would survive Closing; or (d) initiate any summary or other eviction proceeding or action against any Tenant or occupant advisability of the Propertiesproposed transaction. In connection with leases or renewals of existing Leases executed by Sellers If Buyer fails to object in writing to any such agreement within five (5) Business Days after the Contract Datereceipt thereof, Buyer shall be responsible deemed to have approved the terms of the proposed transaction. After the Inspection Date, Seller shall not enter into any of the following documents without Buyer's consent (in its sole discretion) (provided, that Buyer's consent shall be deemed granted if Buyer does not object in writing within five (5) Business Days after Seller requests such consent from Buyer): (a) contracts for payment service to the Property unless it is terminable without penalty on no more than thirty (30) days written notice (except that Seller may enter into any such contract in response to any condition or event which would endanger the safety or integrity of only the unamortized portion Improvements, provided that Buyer shall have no obligation to assume any such contract unless Buyer approves of such contract in writing), or (amortized without interest on a straight line basis over the Lease termb) any new lease or any modification, amendment, restatement, termination, or renewal of any Tenant finish allowanceLease except for letters of understanding, commissions certificates, punch lists and concessions, and leasing costs including design costs granted under other documents that either tenant or landlord is obligated to deliver pursuant to an existing Lease. Buyer shall have the right to elect to assume any assumable Service Contracts provided that Buyer approves 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 Service Contracts prior to the Closing Date Inspection Date, and all such approved Service Contracts shall be paid deemed “Approved Contracts”. Pursuant to Section 4.2.4, Seller shall, at Seller’s sole cost, terminate all Service Contracts which are not Approved Contracts and all Commission Agreements as of the Closing. 8.4 Without Buyer’s prior written consent thereto (not to be unreasonably withheld, conditioned or delayed), Seller shall not create or allow any liens or encumbrances on the Property. 8.5 Seller shall not remove nor permit to be removed any Personal Property unless such property is (i) replaced by a substitute of equal or greater value or (ii) an obsolete item of Personal Property. 8.6 Seller shall cooperate with Buyer in delivering subordination agreements in a form reasonably requested by Buyer’s lender to each of the tenants of the Property; provided, however, Buyer and Seller acknowledge and agree that such subordination agreements will not be sent out until after the Inspection Date. After such delivery to the tenants, Seller shall use commercially reasonable efforts to assist Buyer in obtaining executed subordination agreements from each of the tenants prior to Closing; provided, however, in no event shall Seller be required by the foregoing to pay any sums (or incur any other liability) to any tenants in connection with its attempts to obtain such subordination agreements. Notwithstanding any provision contained in this Agreement to the contrary, it shall not be a condition to Buyer’s or Seller’s obligations hereunder that any subordination agreements are obtained from any of the tenants of the Property. 8.7 Seller shall use commercially reasonable efforts to assist Buyer in obtaining any estoppels and/or certifications requested by Buyer, including, without limitation, any estoppels under title exception documents, provided, however, in no event shall Seller be required by the foregoing to pay any sums (or incur any other liability) to any parties in connection with its attempts to obtain such estoppels or certifications. Sellers agreeNotwithstanding any provision contained in this Agreement to the contrary, through and including it shall not be a condition to Buyer’s or Seller’s obligations hereunder that any such estoppels (other than the Closing Date and at Sellers' sole cost and expense, to: (aaestoppels required to be delivered pursuant to Section 9) keep all existing insurance policies affecting the Properties or are obtained from any portion thereof in full force and effect;parties.

Operations Pending Closing. Sellers▇▇▇▇▇▇ agrees, at their expensewith respect to itself and the Subject Premises owned by such Seller, shall use reasonable efforts to operate that between the Properties until date hereof and the Closing Date or until the termination of this Agreement, whichever is earlier, in accordance with past practices. Sellers shall not, without the prior written consent of Buyer, which consent shall not be unreasonably withheldClosing: (a) enter into Seller shall operate, manage and maintain the Subject Premises or agree cause same to enter into any lease or other agreement concerning occupancy or use of any of be operated, managed and maintained in substantially the Properties;same general manner as it is being operated on the date hereof. (b) enter into Seller shall not, without ▇▇▇▇▇’s prior written consent amend, renew or extend any other agreements concerning operation Lease in any material respect, unless required by law or ownership the terms of the Properties;Lease. (c) modify Seller shall not permit occupancy of, or amend enter into any existing new lease for, space which is presently vacant or which may hereafter become vacant (each, a “New Lease, Service Contract (unless said Service Contract can be terminated without cause on written notice of thirty or less days”), or any other agreement relating to lease renewal (unless required by law or the Properties which would survive Closing; orterms of the Lease), without first obtaining Buyer’s prior written consent thereto. (d) initiate Seller shall not enter into 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 Sellers service agreements (each, a “New Service Agreement”) which would be binding on Buyer after the Contract Closing or modify any Service Agreement without obtaining Buyer’s written consent. Not later than five (5) Business Days prior to the Closing Date, Buyer shall determine and advise Seller in writing as to which Service Agreements Buyer shall elect to have Seller terminate (such “Service Agreements” assumed by Buyer are referred to herein as collectively, the “Assumed Service Agreements”), whereupon Seller shall deliver notices of termination at Closing canceling such Service Agreements and Seller shall be solely responsible for payment of only any termination fees or penalties. (e) Between the unamortized portion (amortized without interest on a straight line basis over the Lease term) of any Tenant finish allowance, commissions Effective Date 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 Seller shall not, without Buyer’s prior written consent, create, allow or permit any liens, easements, restrictions, covenants, or encumbrances on the Subject Premises. (f) Between the Effective Date and the Closing Date, Seller shall not file any application for any change of the present zoning classification of the Subject Premises. (g) Between the Effective Date and the Closing Date, Seller shall perform no alterations or improvements in writing a the condition of the Subject Premises except routine maintenance in the ordinary course of Seller’s execution of any such Lease business or amendment and as may be required by law or 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 Closing Date shall be paid by such Seller. Sellers agree, through and including the Closing Date and at Sellers' sole cost and expense, to:Leases. (aah) keep Seller shall not solicit, market, negotiate, grant, or enter into any agreements of sale, options to purchase or rights of first refusal or first offer for all existing insurance policies affecting the Properties or any portion thereof of the Subject Premises while this Agreement is in full force effect. (i) Seller shall allow Buyer or Buyer’s representatives reasonable access to the Subject Premises in accordance with the terms and effect;conditions of Section 16 below.

Operations Pending Closing. SellersFrom and after the date hereof, at their expenseSeller shall continue to operate and maintain the Property between the date hereof and Settlement in the manner in which the same are currently being operated and maintained, but in no less than a commercially reasonable fashion, shall use maintain the Property in good condition and repair and will undertake reasonable commercial efforts to operate prevent any waste to the Properties Property. From and after the date hereof until the Closing Date expiration of the Due Diligence Period, Seller shall advise and consult with Purchaser regarding any new lease, the modification or until amendment of any existing lease (including any extension thereof), or the termination of any existing lease, and shall provide Purchaser with complete copies of same, and Seller shall not apply any tenant’s Security Deposit held as of the date of this Agreement unless such tenant vacates or is no longer in possession of its premises as of Settlement. Seller acknowledges that Purchaser has advised it of that certain lease entered into for a portion of the Property to become effective at Closing, a copy of which is attached hereto as Exhibit P. From and after the Due Diligence Period and provided that Purchaser has not terminated this Agreement, whichever is earlierSeller agrees that it will not take any action which would in any way further encumber the Property, in accordance with past practices. Sellers shall not, nor will it commence any action to dispossess or evict any tenant without prior consent of Purchaser or enter into any new leases or modifications of existing leases without the prior written consent of Buyerthe Purchaser, which consent shall not be unreasonably withheld: (a) enter into or agree to enter into any management or service contracts for the Property unless such contract(s) shall be fully cancelable or terminable prior to Settlement. Seller shall, from and after the date hereof perform and discharge all of its duties and obligations and shall otherwise comply with every covenant and agreement of the landlord or lessor under the leases. Furthermore, Seller shall, for the same period, use diligent and good faith efforts to cause the tenant under each lease or other agreement concerning occupancy or use to perform all of such tenant’s duties and obligations and otherwise to comply with each and even one of such tenant’s covenants and agreements under such lease and shall enforce the terms and provisions of each such lease. If there shall occur any material adverse change in the status of any lease prior to Settlement, Purchaser shall, in addition to any other remedies it may be entitled to hereunder, have the right to terminate this Agreement and receive a complete refund of the Properties; (b) enter into any other agreements concerning operation or ownership deposits hereunder, together with interest accrued thereon. For purposes of the Properties; preceding sentence, the term “material adverse change” shall mean a change which reduces the revenue derived from a lease by five percent (c5%) modify or amend any existing Lease, Service Contract (unless said Service Contract can be terminated without cause on written notice of thirty or less days), or any 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 Sellers after the Contract Date, Buyer shall be responsible for payment of only the unamortized 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 Closing Date shall be paid by 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 any portion thereof in full force and effect;more.