Common use of Future Operations Clause in Contracts

Future Operations. From the Effective Date (as hereinafter defined) until the Closing or earlier termination of this Agreement, Seller shall (i) keep and maintain the Property in substantially its condition as of the date of this Agreement, casualty and reasonable wear and tear excepted, (ii) continue to operate the Property in substantially the same manner as it was operated by Seller prior to the Effective Date, (iii) continue to perform its obligations under the Leases and Contracts in accordance with their terms, and (iv) not subject the Property to any additional liens or encumbrances without Purchaser's approval. Until the Closing or earlier termination of this Agreement, Seller shall not, without the prior written consent of Purchaser, modify, enter into or renew any Contract which would bind a successor owner of the Property. Until the Closing or earlier termination of this Agreement, Seller shall not lease any space in the Improvements or amend or terminate any existing Lease, except on terms and conditions and with tenants approved by Purchaser. Purchaser hereby approves the terms and conditions of, and the tenants under, the leases (and amendments) described in the schedules attached as Exhibits H-2 and H-3 hereto. No future approval of such leases, amendments or terminations shall be unreasonably withheld or delayed notwithstanding any contrary provision in this Agreement. All costs and expenses incurred and paid by Seller under any such approved lease entered into after Purchaser's execution hereof shall be paid by Purchaser in accordance with Section 6.6(b) hereof.

Future Operations. From During the Effective Date (as hereinafter defined) until the Closing or earlier termination pendency of this Agreement, : (a) Seller shall (i) keep carry on its business and maintain activities relating to the Property in substantially an manner that is consistent with its condition as maintenance and management policies including but not limited to current tenant selection practices, including (a) the leasing of the date of this AgreementProperty, casualty and reasonable wear and tear excepted, (ii) continue to operate the Property substantially in substantially the same manner as it was operated by Seller did for the one year period preceding the date of this Agreement and maintain staffing at the same levels; (b) all maintenance, repair and replacement work in accordance with Seller’s policies and practices prior to the Effective Datedate of this Agreement including: (i) replacement of carpet and appliances (including individual air-conditioning units) in the ordinary course of business, (ii) interior painting in the ordinary course of business, and (iii) continue day to perform its day maintenance and repair of roofs and other building systems, decks, patios, stairways, parking lots and structures, landscaping, gates and fences and other items requiring periodic maintenance and repair. Notwithstanding the foregoing, nothing contained in this Section shall affect or otherwise diminish the rights and obligations of Purchaser and Seller under the Leases and Contracts in accordance Section 8 with their terms, and (iv) not subject the Property respect to any additional liens a casualty. On or encumbrances without Purchaser's approval. Until prior to the Closing or earlier termination of this AgreementDate, Seller shall nothave performed all work necessary to make all apartments within the Property that have been vacant for more than seven (7) days prior to the Closing Date ready for occupancy by incoming tenants, consistent with Seller’s past practices (the “Ready Work”), and, to the extent that Ready Work for any vacant apartments has not been completed, Purchaser shall receive a credit at Closing in an amount equal to Seven Hundred Fifty Dollars ($750.00) for each apartment for which Ready Work has not been completed. (b) From the Effective Date until Closing, Seller shall not enter into any agreement or instrument or take any action which would constitute a lien or other encumbrances of the Property, or which would be outside the normal scope of maintaining and operating the Property in a safe and lawful manner, without the prior written consent of Purchaser, modify, enter into or renew any Contract which would bind a successor owner of the Property. Until the Closing or earlier termination of this Agreement, . (c) Seller shall not lease any space in the Improvements renew, extend or amend modify or terminate any existing Lease, except on terms and conditions and otherwise comply with tenants approved by Purchaser. Purchaser hereby approves the terms and conditions of, and of any Section 8 contracts or other contracts related to the Property or its tenants under, the leases (and amendments) described in the schedules attached as Exhibits H-2 and H-3 hereto. No future approval of such leases, amendments or terminations shall be unreasonably withheld or delayed notwithstanding any contrary provision in this Agreement. All costs and expenses incurred and paid by Seller under any such approved lease entered into after Purchaser's execution hereof shall be paid by Purchaser in accordance with Section 6.6(bthe terms thereof subject to the review and approval of Purchaser. The form of renewal and application shall be forwarded to the Sellers upon its completion by Purchaser. (d) hereofWithout Purchaser’s prior written approval, Seller will not execute any contract for, or on behalf of, or affecting any Property which cannot be terminated prior to the Closing Date, without cause and without charge, costs, penalty or premium. (e) Seller will comply in all material respects with all contractual obligations, laws, ordinances, rules, regulations and governmental requirements applicable to the Property or any written notice from any governmental authority, holder of any mortgage or board of fire underwriters (or any body performing similar functions) requiring any work, repairs, construction, alterations or installations on or in connection with any Property in order to comply with or asserting any violation of any applicable law, regulation or other governmental requirement.

Future Operations. From the Effective Date (as hereinafter defined) date of this Agreement until the Closing or earlier termination of this Agreement, : Seller shall (i) keep operate and maintain the Property substantially in substantially its condition as of accordance with Seller’s past practices with respect to the date of this AgreementProperty, casualty and reasonable normal wear and tear excepted, (ii) continue to operate the Property in substantially the same manner as it was operated by ; Seller prior to the Effective Date, (iii) continue to will perform its all of Seller’s obligations under the Leases and Contracts in accordance with their terms, and (iv) not subject the Property to any additional liens or encumbrances without Purchaser's approvalContracts. Until the Closing or earlier termination of this Agreement, Seller shall will not, without the prior written consent of Purchaser, modify, enter into into, or renew any Contract which would bind a successor owner of cannot be cancelled upon thirty (30) days prior written notice. From and after the Property. Until Effective Date until the Closing or earlier termination of this Agreement, Seller shall will not lease any space in the Improvements or amend or terminate any existing Lease, except on terms and conditions and with tenants approved by Purchaser. Purchaser hereby approves upon the terms and conditions of, and the tenants under, the leases (and amendments) described in the schedules attached as Exhibits H-2 and H-3 hereto. No future prior written approval of Purchaser (such leases, amendments or terminations shall approval not to be unreasonably withheld or delayed notwithstanding any contrary provision in delayed); provided, however, this Agreementlimitation upon Seller shall not apply with respect to lease renewals, lease extensions, rights of first refusal or offer, or options pursuant to rights granted under leases existing as of the Effective Date. All costs and expenses incurred and paid by Seller under (i) any such approved new lease entered into after Purchaser's execution hereof the Effective Date and (ii) any extension, renewal or modification of an existing lease entered into after the Effective Date, shall be paid by Purchaser in accordance with Section 6.6(b) hereofof this Agreement. Said costs and expenses shall include, but not be limited to, costs incurred and paid by Seller for tenant improvements, leasing commissions, capital improvements, and reasonable attorney’s fees. If Purchaser does not deliver written notice to Seller of its approval or disapproval of any matters for which Seller seeks Purchaser’s approval as set forth above within five (5) business days after Purchaser’s receipt of Seller’s request for such approval, Purchaser shall be deemed to have approved such matters and to have agreed to assume all obligations with respect thereto.

Future Operations. (a) From the Effective Date (as hereinafter defined) date of this Agreement until the Closing or earlier termination of this Agreement, Seller shall : (i) Seller will keep and maintain the Property in substantially its condition as of the date of this Agreement, casualty ; and reasonable wear and tear excepted, (ii) continue to operate the Property in substantially the same manner as it was operated by Seller prior to the Effective Date, (iii) continue to perform its obligations under the Leases and Contracts in accordance with their terms, and (iv) not subject the Property to any additional liens or encumbrances without Purchaser's approval. Until the Closing or earlier termination of this Agreement, Seller shall will not, without the prior written consent of Purchaser, modify, enter into into, or renew any Contract which would bind a successor owner of cannot be cancelled upon thirty (30) days prior written notice. (b) From the Property. Until Effective Date until the Closing or earlier termination of this Agreement, Seller shall will not lease any space in the Improvements or amend or terminate any existing Lease, except on terms and conditions and with tenants approved by Purchaser. Purchaser hereby approves upon the terms and conditions of, and the tenants under, the leases (and amendments) described in the schedules attached as Exhibits H-2 and H-3 hereto. No future prior written approval of Purchaser (such leases, amendments or terminations shall approval not to be unreasonably withheld or delayed notwithstanding any contrary provision in delayed); provided, however, this Agreementlimitation upon Seller shall not apply with respect to lease renewals, lease extensions, rights of first refusal or offer, or options pursuant to rights granted under leases existing as of the Effective Date. All costs and expenses incurred and paid by Seller under (i) any such approved new lease entered into after Purchaser's execution hereof the Effective Date and (ii) any extension, renewal or modification of an existing lease entered into after the Effective Date, shall be paid by Purchaser in accordance with Section 6.6(b6.3(f) hereofof this Agreement. Said costs and expenses shall include, but not be limited to, costs incurred and paid by Seller for tenant improvements, leasing commissions, capital improvements, and reasonable attorney's fees. If Purchaser does not deliver written notice to Seller of its approval or disapproval of any matters for which Seller seeks Purchaser's approval as set forth above within five (5) business days after Purchaser's receipt of Seller's request for such approval, Purchaser shall be deemed to have approved such matters and to have agreed to assume all obligations with respect thereto.

Future Operations. From the Effective Date (as hereinafter defined) until the Closing or earlier termination of this Agreement, : (a) Seller shall (i) keep operate, manage, lease, repair and maintain the Property substantially in substantially its condition accordance with Seller’s current and customary practices with respect to the Property as of the date of this AgreementEffective Date, casualty and reasonable normal wear and tear excepted, (ii) continue to operate including, without limitation, perform when due all of Seller’s obligations under all applicable laws in the ordinary course of business and maintain fire and extended coverage insurance on the Property which is at least equivalent in substantially all material respects to the same manner insurance policies covering the Property as it was operated by Seller prior to of the Effective Date, ; and (iiib) continue to Seller will perform its all of Seller’s obligations under the Leases and the Contracts. Purchaser shall notify Seller in writing prior to the expiration of the Approval Period which Contracts, if any, Purchaser elects to assume at Closing, provided that any Contracts in accordance running with their terms, and (iv) not subject the Property that cannot be terminated with sixty (60) days or less notice without fee or penalty shall be assumed by Purchaser. If Purchaser does not exercise its right to any additional liens terminate this Agreement on or encumbrances before the expiration of the Approval Period, then Seller shall give notice of termination to the applicable vendors on all Contracts that Purchaser does not wish to assume, except those Contracts running with the Property that cannot be terminated with sixty (60) day or less notice without fee or penalty, which shall then be assumed by Purchaser's approval. Until After the Closing or earlier termination expiration of this Agreementthe Approval Period, Seller shall will not, without the prior written consent of Purchaser, which shall not be unreasonably withheld, conditioned or delayed, modify, enter into into, or renew any Contract which would bind a successor owner of the Property. Until the Closing or earlier termination of this Agreement, Seller shall cannot lease any space in the Improvements or amend or terminate any existing Lease, except on terms and conditions and with tenants approved by Purchaser. Purchaser hereby approves the terms and conditions of, and the tenants under, the leases be cancelled upon thirty (and amendments30) described in the schedules attached as Exhibits H-2 and H-3 hereto. No future approval of such leases, amendments or terminations shall be unreasonably withheld or delayed notwithstanding any contrary provision in this Agreement. All costs and expenses incurred and paid by Seller under any such approved lease entered into after Purchaser's execution hereof shall be paid by Purchaser in accordance with Section 6.6(b) hereofdays prior written notice.

Future Operations. (a) From the Effective Date (as hereinafter defined) date of this Agreement until the Closing or earlier termination of this Agreement, Seller shall : (i) Seller will keep and maintain the Property in substantially its condition as of the date of this Agreement, casualty and reasonable wear and tear excepted, ; (ii) continue to operate the Property in substantially the same manner as it was operated by Seller prior to the Effective Date, (iii) continue to will perform its all Seller's obligations under the Leases and Contracts in accordance with their terms, and (iv) not subject the Property to any additional liens or encumbrances without Purchaser's approvalContracts. Until the Closing or earlier termination of this Agreement, Seller shall will not, without the prior written consent of Purchaser, modify, enter into into, or renew any Contract or Lease which would bind cannot be cancelled upon thirty (30) days prior written notice; (iii) Seller will continue to manage the Property in a successor owner of prudent manner consistent with Seller's past practices. (b) From the Property. Until Effective Date until the Closing or earlier termination of this Agreement, Seller shall will not lease any space in the Improvements or amend or terminate any existing Lease, except on terms and conditions and with tenants approved by Purchaser. Purchaser hereby approves upon the terms and conditions of, and the tenants under, the leases (and amendments) described in the schedules attached as Exhibits H-2 and H-3 hereto. No future prior written approval of Purchaser (such leases, amendments or terminations shall approval not to be unreasonably withheld or delayed notwithstanding any contrary provision in delayed); provided however, this Agreementlimitation upon Seller shall not apply with respect to lease renewals and lease extensions pursuant to rights granted under an existing lease. In addition, Seller shall not apply security deposits unless the corresponding tenant is out of the demised premises by the Closing Date. All costs and expenses (the "New Lease Expenses") incurred and paid by Seller under any such approved new lease entered into after Purchaser's execution hereof the Effective Date (each, a "New Lease") shall be paid by Purchaser in accordance with Section 6.6(b6.6(c) hereof. Said costs and -------------- expenses shall include, but not be limited to, costs incurred and paid by Seller for tenant improvements, leasing commissions, capital improvements, and reasonable attorney's fees. Notwithstanding anything to the contrary contained herein, the New Lease Expenses for each New Lease allocable to and payable by Seller shall be determined by multiplying the amount of such New Lease Expenses by a fraction, the numerator of which shall be the number of days contained in that portion, if any, of the term of such New Lease commencing on the date on which the tenant thereunder shall have commenced to pay fixed rent (the "Rent Commencement Date") and expiring on the date immediately preceding the Closing Date, and the denominator of which shall be the total number of days contained in the period commencing on the Rent Commencement Date and expiring on the date of the scheduled expiration of the term of such New Lease, and the remaining balance of the New Lease Expenses for each New Lease shall be allocable to and payable by Purchaser. The Rent Commencement Date under a renewal, extension, expansion or modification of a Lease shall be deemed to be (A) in the case of a renewal or extension (whether effective prior to or after the Closing, or in the form of an option exercisable in the future), the first date during such renewal or extension period after the originally scheduled expiration of the term of such Lease on which the tenant under such Lease commences to pay fixed rent, (B) in the case of an expansion (whether effective prior to or after the Closing, or in the form of an option exercisable in the future), the date on which the tenant under such Lease commences to pay fixed rent for the additional space, and (C) in the case of a modification not also involving a renewal, extension or expansion of such Lease, the effective date of such modification agreement. At the Closing, Purchaser shall reimburse Seller for all New Lease Expenses theretofore paid by Seller, if any, in excess of the portion of the New Lease Expenses allocated to Seller pursuant to the provisions of the preceding sentence.

Future Operations. From the Effective Date (as hereinafter defined) date of this Agreement until the Closing or earlier termination of this Agreement, : Seller shall (i) keep operate and maintain the Property substantially in substantially its condition as of accordance with Seller’s past practices with respect to the date of this AgreementProperty, casualty and reasonable normal wear and tear excepted, (ii) continue to operate the Property in substantially the same manner as it was operated by ; Seller prior to the Effective Date, (iii) continue to will perform its all of Seller’s obligations under the Leases and Contracts in accordance with their terms, and (iv) not subject the Property to any additional liens or encumbrances without Purchaser's approvalContracts. Until the Closing or earlier termination of this Agreement, Seller shall will not, without the prior written consent of Purchaser, modify, enter into into, or renew any Contract which would bind a successor owner of cannot be cancelled upon thirty (30) days prior written notice. From and after the Property. Until Effective Date until the Closing or earlier termination of this Agreement, Seller shall will not lease any space in the Improvements or amend or terminate any existing Lease, except on terms and conditions and with tenants approved by Purchaser. Purchaser hereby approves upon the terms and conditions of, and the tenants under, the leases (and amendments) described in the schedules attached as Exhibits H-2 and H-3 hereto. No future prior written approval of Purchaser (such leases, amendments or terminations shall approval not to be unreasonably withheld or delayed notwithstanding any contrary provision in delayed); provided, however, this Agreementlimitation upon Seller shall not apply with respect to lease renewals, lease extensions, rights of first refusal or offer, or options pursuant to rights granted under leases existing as of the Effective Date. All costs and expenses incurred and paid by Seller under (i) any such approved new lease entered into after Purchaser's execution hereof the Effective Date and (ii) any extension, renewal or modification of an existing lease entered into after the Effective Date, shall be paid by Purchaser in accordance with Section 6.6(b) hereof.of this Agreement. Said costs and expenses shall include, but not be limited to, costs incurred and paid by Seller for tenant improvements, leasing commissions, capital improvements, and reasonable attorney’s fees. If Purchaser does not deliver written notice to Seller of its approval or disapproval of any matters for which Seller seeks Purchaser’s approval as set forth above within five (5) business days after Purchaser’s receipt of Seller’s request for such approval, Purchaser shall be deemed to have approved such matters and to have agreed to assume all obligations with respect thereto. MISCELLANEOUS

Future Operations. (a) From the Effective Date (as hereinafter defined) date of this Agreement until the Closing or earlier termination of this Agreement, Seller shall : (i) Seller will use commercially reasonable efforts to cause the Manager to keep and maintain the Property in substantially its condition as of the date of this AgreementAgreement including, casualty without limitation; (A) maintaining the inventories of furniture, fixtures, equipment, supplies, retail merchandise, food and reasonable wear and tear excepted, (ii) continue to operate beverages at the Property at levels maintained in substantially the same manner as it was operated by Seller ordinary course of business prior to the Effective Date; (B) performing maintenance and repairs for the Property in the ordinary course of business; (C) taking or ceasing such action as is necessary, appropriate or advisable to cure any violation of applicable law with respect to the Property; (D) renewing all Licenses and Permits prior to their expiration; (E) maintaining all insurance policies in effect as of the Effective Date; (F) not making any alterations or improvements at the Property or demolishing any of the Property, other than (1) the Restaurant Punchlist Work, and (2) 2013 CapEx Work; (G) not selling, transferring or otherwise disposing of any of the Property, other than consumable inventories in the ordinary course of business; (H) not removing any Tangible Personal Property from the Property, other than in the ordinary course of business and (I) not taking, or causing or permitting to be taken, any action which could impair Seller’s title to any of the Property or create any lien or encumbrance thereon; (ii) Seller will perform all of Seller’s material obligations under the Contracts, Leases and Management Agreement; (iii) continue to perform its obligations under the Leases and Contracts in accordance with their terms, and (iv) not subject the Property to any additional liens or encumbrances without Purchaser's approval. Until the Closing or earlier termination of this Agreement, Seller shall will not, without the prior written consent of PurchaserPurchaser (which Purchaser shall not unreasonably withhold, condition or delay), modify, enter into into, or renew any Contract (i) which would bind cannot be cancelled upon thirty (30) days prior written notice without payment of any termination fee, or (ii) with a successor owner cost per annum of $50,000 or more; (iv) Seller will not amend, extend, renew or terminate the Property. Until Management Agreement without Purchaser’s prior written consent; (v) Seller shall furnish Purchaser with a copy of all material written notices received by Seller or Manager from any governmental authority or other party of any violation of any law, statute, ordinance, regulation or order of any governmental or public authority relating to the Closing or earlier termination of this Agreement, Property within ten (10) days following receipt thereof; and Renaissance Chicago Downtown Hotel (vi) Seller shall not lease cause Manager to (A) transfer or cancel any space Bookings scheduled to occur on or after the Closing Date, other than in the Improvements ordinary course of business, or amend (B) accept any Bookings scheduled to occur on or terminate any existing Leaseafter the Closing Date at a discount from Seller’s regular room rates, except on terms and conditions and with tenants approved by Purchaser. Purchaser hereby approves the terms and conditions of, and the tenants under, the leases (and amendments) described other than in the schedules attached as Exhibits H-2 and H-3 hereto. No future approval ordinary course of such leases, amendments or terminations shall be unreasonably withheld or delayed notwithstanding any contrary provision in this Agreement. All costs and expenses incurred and paid by Seller under any such approved lease entered into after Purchaser's execution hereof shall be paid by Purchaser in accordance with Section 6.6(b) hereofbusiness.

Future Operations. From the Effective Date (as hereinafter defined) of this Agreement until the Closing or earlier termination of this Agreement, Seller shall (i) keep and maintain the Property in substantially its condition as of the date of this Agreement, casualty and reasonable wear and tear excepted, (ii) continue to operate the Property in substantially the same manner as it was operated by Seller prior to the Effective Date, (iii) continue to perform its obligations under the Leases Lease. Seller shall have no obligation to perform any repairs, make improvements, cure violations or take any other action at the Property, Seller shall be permitted to make Tenant Allowance and Contracts Broker’s Fee disbursements in accordance with their terms, and (iv) not subject the Property to any additional liens or encumbrances without Purchaser's approvalLease. Until the Closing or earlier termination of this Agreement, Seller shall not, without the prior written consent of Purchaser: (i) cancel, modifyterminate, amend, extend or otherwise modify the Lease, or (ii) accept a surrender of the Lease prior to the expiration date thereof, or (iii) enter into any new leases or renew licenses or other occupancy agreements, or (iv) enter into service agreements or contracts unless such agreements and contracts are terminable and are terminated prior to or at Closing. Seller shall deliver to Purchaser a notice of each proposed action for which Purchaser’s consent is required hereunder, setting forth such information as Seller believes is relevant thereto. Purchaser shall have five (5) business days after delivery to it of such notice to determine whether or not to consent to such action. If Purchaser shall not give notice of its approval within such five (5) business day period, Purchaser shall be deemed to have objected to such action. If the Lease requires that Seller’s consent be given to any Contract matter or not be unreasonably withheld delayed or conditioned with respect to a matter, Seller shall endeavor to advise Purchaser of any such requests; provided, however, that Seller may consent thereto. Concurrently with delivery or within two (2) business days following receipt, Seller shall deliver to Purchaser a copy of every notice sent to or received from Tenant under the Lease, as applicable. Seller will advise Purchaser promptly of any suit, action, arbitration, or legal or other proceedings or governmental investigation which would bind a successor owner of is instituted after the Effective Date and which concerns or affects Seller or the Property. Until the Closing or earlier termination of this Agreement, Seller shall not lease any space in the Improvements or amend or terminate any existing Lease, except on terms and conditions and with tenants approved by Purchaser. Purchaser hereby approves the terms and conditions of, and the tenants under, the leases (and amendments) described in the schedules attached as Exhibits H-2 and H-3 hereto. No future approval of such leases, amendments or terminations It shall be unreasonably withheld or delayed notwithstanding any contrary provision in this Agreement. All costs and expenses incurred and paid by Seller under any such approved lease entered into after Purchaser's execution hereof shall be paid by a condition of Closing for the benefit of Purchaser in accordance with Section 6.6(b) hereofthat Tenant has not abandoned the Premises.

Future Operations. From the Effective Date (as hereinafter defined) until the Closing or earlier termination of this Agreement, : (a) Seller shall comply with the obligations of the landlord under the Leases which Seller is required to carry out and perform prior to the Closing. (ib) keep Seller shall maintain its existing or comparable casualty and liability insurance with respect to the Property; (c) Seller shall operate and maintain the Property substantially in substantially accordance with its condition as of the date of this Agreementpast practices; (d) Promptly upon Seller’s execution thereof, casualty and reasonable wear and tear excepted, but in no event later than three (ii3) continue to operate the Property in substantially the same manner as it was operated by Seller business days prior to the Effective Approval Date, (iii) continue Seller shall provide to perform Purchaser a copy of any new contract, or any amendment or modification to any existing Contract entered into by Seller during the Due Diligence Period. Between the Approval Date and Closing, Seller will enter into only those Contracts which Seller believes are necessary to carry out its obligations under Paragraph 13(b) hereof and which shall be cancelable on not more than thirty (30) days’ written notice or without the Leases and Contracts in accordance with their terms, and (iv) not subject payment of any termination or other similar fee. If Seller enters into any such Contract after the Property to any additional liens or encumbrances without Purchaser's approval. Until the Closing or earlier termination of this AgreementApproval Date, Seller shall notprovide prompt notice thereof to Purchaser and unless Purchaser, within five (5) business days after such Seller’s notice, notifies Seller of Purchaser’s intention not to assume such Contract, the Contract shall be assumed by Purchaser at Closing pursuant to Paragraph 5. (e) (i) Promptly upon Seller’s execution thereof, but in no event later than three (3) business days prior to the Approval Date, Seller shall provide to Purchaser a copy of any new Lease, or of any amendment or modification to any existing Lease listed on Exhibit “H” attached hereto, entered into by Seller during the Due Diligence Period. Between the Approval Date and Closing, without the prior written consent of Purchaser, modifywhich consent shall not be unreasonably withheld, enter into delayed or conditioned Seller shall not: (A) execute any new Lease affecting the Property, or any part thereof; (B) amend any existing Lease listed on Exhibit “H” attached hereto; or (C) terminate or accept the surrender of any Lease; provided, however, that Seller is authorized to accept the termination of any Lease at the end of its existing term and to expand, extend or renew any Contract Lease pursuant to expansion, extension or renewal options contained therein. (ii) With respect to any request for consent pursuant to Paragraph 13(d)(i), if Purchaser: (A) shall fail either to consent or to expressly withhold its consent by a notice to Seller which would bind a successor owner specifically states the reasonable basis for Purchaser’s objection within five (5) business days after Purchaser’s receipt of such request; or (B) unreasonably refuses to grant its consent, then Purchaser shall be deemed to have consented to such request. (iii) Seller shall make good faith efforts to obtain and deliver to Purchaser, on or before Closing (with estoppel certificates to be sent to Purchaser promptly as they are received) estoppel certificates dated no more than forty-five (45) days prior to the Closing Date [without taking into account any extension of the original Closing Date (x) of thirty (30) or fewer days as elsewhere provided, or (y) due to Purchaser’s failure to close in a timely manner] from: (A) A&P, Planet Fitness, Walgreens, Rite Aid, Petco (at both the Kinnelon Real Property and Midland Park Real Property), Kings, CVS and Tuesday Morning (the “Major Tenants”), substantially in the form attached hereto as Exhibit “F” or on such Major Tenants’ form in accordance with the terms of their respective Leases; (B) from all tenants occupying a minimum of 4,000 square feet of gross leasable area; and (C) other tenants leasing at least seventy-five (75%) percent of the remaining square footage of the buildings constituting the Real Property (measured by gross leasable square footage of space occupied by tenants) substantially in the form attached hereto as Exhibit “F” or the form required by the terms of their Lease (the estoppels set forth in (B) and (C) being the “Required In-Line Tenants”). Until Seller shall request an estoppel certificate from each tenant in accordance with the terms of the applicable Lease, but Seller shall not be obligated to expend any funds (other than nominal printing and delivery costs) in connection with obtaining any such tenant estoppel certificates, and the failure of Seller to obtain any such tenant estoppel certificates shall not be a breach or default hereunder. Purchaser shall be allowed to assist Seller in obtaining estoppel certificates and Seller shall cooperate reasonably with Purchaser in seeking to obtain the same. As of the scheduled Closing Date, if the Required In-Line Tenants have not signed and delivered estoppel certificates which, in each case (x) do not contain any information that materially contradicts any representation or warranty of Seller made herein, or the terms of the applicable Lease, and (y) do not disclose a material default on the part of the landlord or the tenant under the applicable Lease) (the “Estoppel Requirement”), then Seller shall execute and deliver a certificate to Purchaser covering such Required In-Line Tenants for which tenant estoppel certificates meeting such requirements have not been signed and delivered (subject to the limitations as hereinafter provided) sufficient (taken together with the tenant estoppel certificates) to satisfy the Estoppel Requirement, which certificate shall be dated the Closing Date, and which shall be subject to the same limitations on liability and survivability set forth in Paragraph 7(c) hereof as apply to the representations and warranties made by Seller, except the Claims Floor shall not apply to any Seller’s certificate, the Survival Period with respect to claims against Seller for common area maintenance charge-related and real estate tax-related errors or earlier termination omissions in any Seller’s certificate(s) shall end on June 30, 2015, and the Claims Cap with respect to Seller’s certificates shall be Six Hundred Thousand ($600,000.00) Dollars, which cap is inclusive of the Five Hundred Thousand ($500,000.00) Dollar cap set forth in Paragraph 7(c). Notwithstanding anything herein to the contrary, (I) a Seller’s certificate may be given by Seller for no more than forty (40%) percent of the Required In-Line Tenants, and (II) Purchaser shall have no obligation to accept a Seller’s certificate in lieu of an estoppel certificate from any Major Tenant. A Seller’s certificate delivered in lieu of a tenant estoppel certificate shall be deemed revoked, null and void, if Seller subsequently delivers to Purchaser, within ninety (90) days after Closing, a tenant estoppel certificate covering the Lease to which Seller’s certificate pertains, which contains substantially the same information as such Seller’s certificate and without materially contradicting any information in such Seller’s certificate. In the event that all of the estoppel delivery requirements set forth in this AgreementParagraph 13 are not satisfied by the scheduled Closing Date, taking into account Seller’s certificates to the extent allowable hereunder, Seller shall have the option to extend Closing for up to thirty (30) days to satisfy all such estoppel delivery requirements. In the event the Estoppel Requirement is not lease any space met by the scheduled Closing Date (or extended date should Seller elect to extend as aforesaid), taking into account Seller’s certificates to the extent allowable hereunder, then Seller will not be in the Improvements or amend or terminate any existing Lease, except on terms and conditions and with tenants approved default by Purchaser. Purchaser hereby approves the terms and conditions ofreason thereof, and Purchaser, as its sole option, shall be entitled to terminate this Agreement by notice to Seller given within five (5) business days after the tenants underscheduled Closing Date or extended date; provided, however, if the leases (and amendments) described in Estoppel Requirement is met at any time prior to the schedules attached as Exhibits H-2 and H-3 hereto. No future approval giving of such leasestermination notice by Purchaser as aforesaid, amendments or terminations Purchaser shall be unreasonably withheld or delayed notwithstanding any contrary provision in have no right to terminate this Agreement. All costs and expenses incurred and paid by Seller under any such approved lease entered into after Purchaser's execution hereof If Purchaser timely terminates this Agreement pursuant to this Paragraph 13(d), the Deposit shall be paid by returned to Purchaser in accordance with Section 6.6(b) hereofand neither party shall have any further obligations or liability hereunder, except for the Surviving Obligations.

Future Operations. (a) From the Effective Date (as hereinafter defined) date of this Agreement until the Closing or earlier termination of this Agreement, Seller shall : (i) Seller will keep and maintain the Property in substantially its condition as of the date of this Agreement, casualty and reasonable wear and tear excepted, ; (ii) continue to operate the Property in substantially the same manner as it was operated by Seller prior to the Effective Date, (iii) continue to will perform its all Seller's obligations under the Leases Contracts and Contracts in accordance with their terms, and (iv) not subject the Property to any additional liens or encumbrances without Purchaser's approvalLeases. Until the Closing or earlier termination of this Agreement, Seller shall will not, without the prior written consent of Purchaser, modify, enter into into, or renew any Contract or Lease which would bind cannot be canceled upon thirty (30) days' prior written notice. (iii) Seller will continue to manage the Property in a successor owner of prudent mariner consistent with Seller's past practices. (b) Except with respect to the Property. Until proposed lease with CDG, which Purchaser approved, from the Effective Date until the Closing or earlier termination of this Agreement, . Seller shall will not lease any space in the Improvements or amend or terminate any existing Lease, except on terms and conditions and with tenants approved by Purchaser. Purchaser hereby approves upon the terms and conditions of, and the tenants under, the leases (and amendments) described in the schedules attached as Exhibits H-2 and H-3 hereto. No future prior written approval of Purchaser (such leases, amendments or terminations shall approval not to be unreasonably withheld or delayed notwithstanding any contrary provision in delayed; provided however, this Agreementlimitation upon Seller shall not apply with respect to lease renewals and lease extensions pursuant to rights granted under an existing lease. In addition, Seller shall not apply security deposits unless the corresponding tenant is out a f the demised premises by the Closing Date. All costs and expenses (the "New Lease Expenses") incurred and paid by Seller under any such approved new lease entered into after Purchaser's execution hereof the Effective Date (each a "New Lease") shall be paid by Purchaser in accordance with Section 6.6(b6.6(c) hereof. Said costs and expenses shall include, but not be limited to, costs incurred and paid by Seller for tenant improvements, leasing commissions, capital improvements, and reasonable attorneys' fees. Notwithstanding anything to the contrary contained herein, Seller will credit Purchaser at Closing (i) up to the amount of $275,000.00 for the New Lease Expenses assumed by Purchaser with respect to the proposed CDG lease and (ii) up to the amount of $24,516.00 00 for lease renewal commissions, unless otherwise paid prior to Closing, with respect to leases for: Xxxxxxxx Xxxxxx ATM, Seguin Nails Coleville, D.D.S., Subway, Xxxxxx X. Xxxxx, Valerie's Hair, Hill's Jewelers, Popeye's Chicken, an Xxxxx Xxxxxx Cosmetics, and the New Lease Expenses for each New Lease allocable to and payable by Seller shall be determined by multiplying the amount of such New Lease Expenses by a fraction, the numerator of which shall be the number of days contained in that portion, if any, of the term of such New Lease commencing on the date on which the tenant thereunder shall have commenced to pay fixed rent (the "Rent Commencement Date') and expiring on the date immediately preceding the Closing Date, and the denominator of which shall be the total number of days contained in the period commencing on the Rent Commencement Date and expiring an the date of the scheduled expiration of the term of such New Lease, and the remaining balance of the New Lease Expenses for each New Lease shall be allocable to and payable by Purchaser. The Rent Commencement Date under a renewal, extension, expansion or modification of a Lease shall be deemed to be (A) in the case of a renewal or extension (whether effective prior to or after the Closing, or in the form of an option exercisable in the future), the first date during such renewal or extension period after the originally scheduled expiration of the term of such Lease on which the tenant under such Lease commences to pay fixed rent, (B) in the case of an expansion (whether effective prior to or after the Closing, or in the form of an option exercisable in the future), the date on which the tenant under such Lease commences to pay fixed rent for the additional space, and (C) In the case of a modification not also involving a renewal, extension or expansion of such Lease, the effective date of such modification agreement. At the Closing, Purchaser shall reimburse Seller for all New Lease Expenses theretofore paid by Seller, if any, in excess of the portion of die New Lease Expenses allocated to Seller pursuant to the provisions of the preceding sentence.

Future Operations. (a) From the Effective Date (as hereinafter defined) date of this Agreement until the Closing or earlier termination of this Agreement, Seller shall : (i) Seller will keep and maintain the Property in substantially its condition as of the date of this Agreement, casualty and reasonable wear and tear excepted, ; (ii) continue to operate the Property in substantially the same manner as it was operated by As applicable, Seller prior to the Effective Date, (iii) continue to will perform its all of Seller's obligations under the Leases and Contracts in accordance with their terms, and (iv) not subject the Property to any additional liens or encumbrances without Purchaser's approvalContracts. Until the Closing or earlier termination of this Agreement, Seller shall will not, without the prior written consent of Purchaser, modify, enter into into, or renew any Contract which would bind a successor owner of cannot be cancelled upon thirty (30) days prior written notice. (b) As applicable, from the Property. Until Effective Date until the Closing or earlier termination of this Agreement, Seller shall will not lease any space in the Improvements or amend or terminate any existing Lease, except on terms and conditions generally accepted in like transactions; provided, however, Purchaser shall deliver to Purchaser written notice of such new lease or lease modification, together with the estimated reimbursable leasing costs. From and with tenants approved by Purchaser. Purchaser hereby approves after the terms and conditions ofdate of expiration of the Approval Period until the Closing or earlier termination of this Agreement, and the tenants under, the leases (and amendments) described Seller will not lease any space in the schedules attached as Exhibits H-2 and H-3 hereto. No future Improvements except upon the prior written approval of Purchaser (such leases, amendments or terminations shall approval not to be unreasonably withheld or delayed notwithstanding any contrary provision delayed); provided, however, this limitation upon Seller shall not apply with respect to lease renewals, lease extensions, rights of first refusal or offer, or options pursuant to rights granted under leases existing as of the Effective Date so long as the same are in this Agreement. All costs and expenses incurred and paid by Seller under any such approved lease entered into after Purchaser's execution hereof shall be paid by Purchaser in strict accordance with Section 6.6(b) hereofspecific lease provisions (e.g. including, without limitation, fixed terms, rental rates, etc.

Future Operations. (a) From the Effective Date (as hereinafter defined) date of this Agreement until the Closing or earlier termination of this Agreement, Seller shall : (i) Seller will keep and maintain the Property in substantially its condition as of the date of this Agreement, casualty and reasonable wear and tear excepted, ; (ii) continue to operate the Property in substantially the same manner as it was operated by Seller prior to the Effective Date, (iii) continue to will perform its all Seller's obligations under the Leases Contracts and Contracts in accordance with their terms, and (iv) not subject the Property to any additional liens or encumbrances without Purchaser's approvalLeases. Until the Closing or earlier termination of this Agreement, Seller shall will not, without the prior written consent of Purchaser, modify, enter into into, or renew any Contract or Lease which would bind cannot be cancelled upon thirty (30) days prior written notice. (iii) Seller will continue to manage the Property in a successor owner of prudent manner consistent with Seller's past practices. (b) From the Property. Until Effective Date until the Closing or earlier termination of this Agreement, Seller shall will not lease any space in the Improvements or amend or terminate any existing Lease, except on terms and conditions and with tenants approved by Purchaser. Purchaser hereby approves upon the terms and conditions of, and the tenants under, the leases (and amendments) described in the schedules attached as Exhibits H-2 and H-3 hereto. No future prior written approval of Purchaser (such leases, amendments or terminations shall approval not to be unreasonably withheld or delayed notwithstanding any contrary provision in delayed); provided however, this Agreementlimitation upon Seller shall not apply with respect to lease renewals and lease extensions pursuant to rights granted under an existing lease. In addition, Seller shall not apply security deposits unless the corresponding tenant is out of the demised premises by the Closing Date. All costs and expenses (the "New Lease Expenses") incurred and paid by Seller under any such approved new lease entered into after Purchaser's execution hereof the Effective Date (each, a "New Lease") shall be paid by Purchaser in accordance with Section 6.6(b6.6(c) hereof. Said costs and expenses shall include, but not be limited to, costs incurred and paid by Seller for tenant improvements, leasing commissions, capital improvements, and reasonable attorney's fees. Notwithstanding anything to the contrary contained herein, the New Lease Expenses for each New Lease allocable to and payable by Seller shall be determined by multiplying the amount of such New Lease Expenses by a fraction, the numerator of which shall be the number of days contained in that portion, if any, of the term of such New Lease commencing on the date on which the tenant thereunder shall have commenced to pay fixed rent (the "Rent Commencement Date") and expiring on the date immediately preceding the Closing Xxxx, and the denominator of which shall be the total number of days contained in the period commencing on the Rent Commencement Date and expiring on the date of the scheduled expiration of the term of such New Lease, and the remaining balance of the New Lease Expenses for each New Lease shall be allocable to and payable by Purchaser. The Rent Commencement Date under a renewal, extension, expansion or modification of a Lease shall be deemed to be (A) in the case of a renewal or extension (whether effective prior to or after the Closing, or in the form of an option exercisable in the future), the first date during such renewal or extension period after the originally scheduled expiration of the term of such Lease on which the tenant under such Lease commences to pay fixed rent, (B) in the case of an expansion (whether effective prior to or after the Closing, or in the form of an option exercisable in the future), the date on which the tenant under such Lease commences to pay fixed rent for the additional space, and (C) in the case of a modification not also involving a renewal, extension or expansion of such Lease, the effective date of such modification agreement. At the Closing, Purchaser shall reimburse Seller for all New Lease Expenses theretofore paid by Seller, if any, in excess of the portion of the New Lease Expenses allocated to Seller pursuant to the provisions of the preceding sentence.

Future Operations. (a) From the Effective Date (as hereinafter defined) date of this Agreement until the Closing or earlier termination of this Agreement, Seller shall : (i) Seller will keep and maintain the Property in substantially its condition as of the date of this Agreement, casualty and reasonable wear and tear excepted, ; (ii) continue to operate the Property in substantially the same manner as it was operated by Seller prior to the Effective Date, (iii) continue to will perform its all of Seller's obligations under the Leases and Contracts in accordance with their terms, and (iv) not subject the Property to any additional liens or encumbrances without Purchaser's approvalContracts. Until the Closing or earlier termination of this Agreement, Seller shall will not, without the prior written consent of Purchaser, modify, enter into into, or renew any Contract which would bind a successor owner of cannot be cancelled upon thirty (30) days prior written notice. (b) From the Property. Until Effective Date until the Closing or earlier termination of this Agreement, Seller shall will not lease any space in the Improvements or amend or terminate any existing Lease, except on terms and conditions and with tenants approved by Purchaser. Purchaser hereby approves upon the terms and conditions of, and the tenants under, the leases (and amendments) described in the schedules attached as Exhibits H-2 and H-3 hereto. No future prior written approval of Purchaser (such leases, amendments or terminations shall approval not to be unreasonably withheld or delayed notwithstanding delayed); provided, however, this limitation upon Seller shall not apply with respect to non-discretionary lease renewals, lease extensions, rights of first refusal or offer, or options pursuant to rights granted under leases existing as of the Effective Date. For purposes of this SECTION 9.1(b) it shall be unreasonable for Purchaser to withhold its approval of any contrary provision in this Agreementnew lease so long as such new lease satisfies the applicable minimum leasing parameters set forth on EXHIBIT I attached hereto. All costs and expenses incurred and paid by Seller under (i) any such approved new lease entered into after Purchaser's execution hereof the Effective Date and (ii) any extension, renewal or modification of an existing lease entered into after the Effective Date, shall be paid by Purchaser in accordance with Section SECTION 6.6(b) hereofof this Agreement. Said costs and expenses shall include, but not be limited to, costs incurred and paid by Seller for tenant improvements, leasing commissions, capital improvements, and reasonable attorney's fees (provided that Purchaser shall only be obligated to reimburse Seller up to $1,500.00 for such reasonable attorneys' fees). If Purchaser does not deliver written notice to Seller of its approval or disapproval of any matters for which Seller seeks Purchaser's approval as set forth above within five (5) business days after Purchaser's receipt of Seller's request for such approval, Purchaser shall be deemed to have approved such matters and to have agreed to assume all obligations with respect thereto.