Common use of Leasing and Other Activities Prior to Closing Clause in Contracts

Leasing and Other Activities Prior to Closing. (a) During the term of this Agreement, Seller shall not permit the Company to enter into any Lease Transaction without Purchaser’s prior written consent, which consent may be given or withheld in Purchaser’s sole discretion. (b) During the Restricted Period, Seller shall not permit the Company to enter into any new Contracts or material modifications, renewals or terminations of any existing Contracts that would impose any obligations on Purchaser or on the Property after Closing, without the written consent of Purchaser, which consent may be granted or denied in Purchaser’s sole discretion. In its request for Purchaser’s approval under this Section 6.5(b), Seller shall include the following notice: “NOTE: FAILURE TO RESPOND WITHIN THE TIME PERIOD SET FORTH IN SECTION 6.5(b) WILL RESULT IN A DEEMED APPROVAL”. If Seller so requests Purchaser’s approval and Purchaser does not notify Seller in writing of its consent or disapproval within ten (10) Business Days after notice thereof from Seller, Purchaser shall be deemed to have consented to such requested action. Without limiting the foregoing approval rights, Seller shall provide Purchaser with prompt notice of any new Contracts or material modifications, renewals or terminations of any such contracts, together with complete copies of the documents relating thereto. (c) During the Restricted Period, Seller shall not permit the Company, without Purchaser’s prior written approval, (i) to make any material alterations or additions to the Property, except as may be required by law or the Lease or as may reasonably be required for the prudent repair and maintenance of the Property, (ii) to change or attempt to change (or consent to any change in) the zoning or other Legal Requirements applicable to the Property, or (iii) to cancel, amend or modify in any material respect any Permit. (d) At all times prior to Closing, Seller shall, or shall cause the Company to, (i) maintain the Property in good condition and repair; (ii) use commercially reasonable efforts to maintain its relations with the Tenant and otherwise conduct business with respect to the Property in a commercially reasonable manner; (iii) perform its obligations under the Lease, the Contracts and the Permitted Exceptions (and, as applicable, enforce the obligations of any other parties to such documents); (iv) insure the Improvements at 100% of replacement cost, maintain at least one year’s worth of rental interruption insurance, and maintain liability and other insurance in accordance with generally prevailing industry standards or as otherwise required by the Lease; (v) not sell or further encumber the Property or any direct or indirect interest therein or sell, pledge or otherwise encumber the Membership Interests or enter into any agreement relating thereto, and (vi) promptly give Purchaser a reasonably detailed written notice of: (1) any fire, flood or other material adverse change with respect to the Property of which Seller or the Company obtains actual knowledge; (2) any actual or proposed condemnation (or proceeding in lieu thereof) of which Seller or the Company obtains actual knowledge; (3) any written notice received by Seller or the Company claiming that the Property or the use and operation thereof fails to comply with any Legal Requirements; (4) any written notice given or received by Seller or the Company claiming that the Company or the Tenant is in default under the Lease; and (5) any written notice received by Seller or the Company concerning any pending or threatened litigation or administrative proceeding affecting the Property. If Seller becomes aware during the term of this Agreement of any matters that render any of its representations or warranties untrue, Seller shall promptly disclose such matters to Purchaser in writing.

Leasing and Other Activities Prior to Closing. (a) During the term of this Agreement, Seller shall not permit the Company to enter into any Lease Transaction without Purchaser’s prior written consent, which consent may be given or withheld in Purchaser’s sole discretion. (b) During From and after the Restricted expiration of the Due Diligence Period, Seller shall not permit the Company to enter into any new Contracts or material modifications, renewals or terminations of any existing Contracts that would impose any obligations on Purchaser or on the Property after Closing, without the written consent of Purchaser, which consent may be granted or denied in Purchaser’s sole discretion. In its request for Purchaser’s approval under this Section 6.5(b), Seller shall include the following notice: “NOTE: FAILURE TO RESPOND WITHIN THE TIME PERIOD SET FORTH IN SECTION 6.5(b) WILL RESULT IN A DEEMED APPROVAL”. If Seller so requests Purchaser’s approval and Purchaser does not notify Seller in writing of its consent or disapproval within ten (10) Business Days after notice thereof from Seller, Purchaser shall be deemed to have consented to such requested action. Without limiting the foregoing approval rights, Seller shall provide Purchaser with prompt notice of any new Contracts or material modifications, renewals or terminations of any such contracts, together with complete copies of the documents relating thereto. (c) During From and after the Restricted expiration of the Due Diligence Period, Seller shall not permit the Companynot, without Purchaser’s prior written approval, (i) to make any material alterations or additions to the Property, except as may be required by law or by the Lease Existing Leases or as may reasonably be required for the prudent repair and maintenance of the Property, (ii) to change or attempt to change (or consent to any change in) the zoning or other Legal Requirements applicable to the Property, or (iii) to cancel, amend or modify in any material respect any Permit. (d) At all times prior to Closing, Seller shall, or shall cause the Company to, : (i) maintain the Property in as good condition and repairrepair as exists as of the date hereof; (ii) use commercially reasonable efforts to maintain its relations with the Tenant Yankee Clipper and Xxxx Flotation and otherwise conduct business with respect to the Property in a commercially reasonable manner; (iii) perform its obligations under the LeaseExisting Leases, the Contracts and the Permitted Exceptions (and, as applicable, enforce the obligations of any other parties to such documents); (iv) insure maintain existing levels of insurance with respect to the Improvements at 100% of replacement costProperty, maintain at least one year’s worth of rental interruption insurance, and maintain liability and other insurance in accordance with generally prevailing industry standards or as otherwise required by the Lease; (v) not sell or further mortgage, pledge, hypothecate, otherwise transfer, or encumber the Property or any direct or indirect interest therein or sell, pledge or otherwise encumber the Membership Interests or enter into any agreement relating thereto, and (vi) promptly give Purchaser a reasonably detailed written notice of: (1) any fire, flood or other material adverse change with respect to the Property of which Seller or the Company obtains actual knowledge; (2) any actual or proposed condemnation (or proceeding in lieu thereof) of which Seller or the Company obtains actual knowledge; (3) any written notice received by Seller or the Company claiming that the Property or the use and operation thereof fails to comply with any Legal Requirements; (4) any written notice given or received by Seller or the Company claiming that the Company Seller, Yankee Clipper or the Tenant Xxxx Flotation is in default under the LeaseExisting Leases, as applicable; and (5) any written notice received by Seller or the Company concerning any pending or threatened litigation or administrative proceeding affecting the Property. If Seller becomes aware during the term of this Agreement of any matters that render any of its representations or warranties untrue, Seller shall promptly disclose such matters to Purchaser in writing. (e) Seller (i) shall not during the term of this Agreement offer, promise, give or agree to give to any person or entity any bribe on behalf of Purchaser or its affiliates or otherwise with the object of obtaining a business advantage for Purchaser or its affiliates or otherwise; (ii) will not engage in any activity or practice which would constitute an offense under any applicable anti-bribery and/or anti-corruption laws, including but not limited to the United States Foreign Corrupt Practices Act of 1977; (iii) will maintain in place, its own policies and procedures to ensure compliance with any applicable anti-corruption laws; (iv) will ensure that any person or entity who performs or has performed services for or on its behalf in connection with this Agreement complies with the provisions of this Section 6.5(e) and Section 7.3(a)(vii); (v) will maintain in place, effective accounting procedures and internal controls necessary to record all expenditures in connection with this Agreement, which enable Seller, Purchaser and Purchaser’s affiliates to readily identify Seller’s financial and related records in connection with this Agreement; (vi) from time to time during the term of this Agreement, at the reasonable request of Purchaser, will confirm in writing that it has complied with its undertakings under this Section 6.5(e) and Section 7.3(a)(vii); (vii) shall notify Purchaser as soon as practicable of any breach of any of the undertakings contained in this Section 6.5(e) and Section 7.3(a)(vii) of which it becomes aware; (viii) shall explicitly include the obligations in this Section 6.5(e) and Section 7.3(a)(vii) in any subcontracts or agreements formed between Seller and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment of Seller’s obligations to Purchaser under this Agreement.

Leasing and Other Activities Prior to Closing. (a) During Prior to the term of this AgreementClosing Date, Seller Sellers shall not permit the Company Owner to enter into any Lease Transaction without Purchaser’s prior written consent, which provided such consent may be given is not unreasonably withheld or withheld delayed. When seeking such consent from Purchaser, Sellers’ Representative shall provide Purchaser with a Lease Proposal Notice and, if Purchaser does not notify Sellers’ Representative in writing of its approval or disapproval within five (5) Business Days, Sellers’ Representative shall provide Purchaser with a second copy of the Lease Proposal Notice. If Purchaser does not notify Sellers’ Representative in writing of its approval or disapproval within five (5) Business Days of Purchaser’s sole discretionreceipt of the second copy of the Lease Proposal Notice, Purchaser shall be deemed to have disapproved the transaction described in such notice. If Purchaser disapproves or is deemed to have disapproved such request, then Purchaser promptly upon written request from Sellers’ Representative shall specify in writing the reasons for such disapproval. (b) During Sellers shall be responsible for all tenant improvement costs, tenant allowances, tenant rent abatements, leasing commissions, landlord work and other allowances payable by Owner as set forth on Exhibit L and all leasing commissions payable by Owner as set forth on Exhibit K. If the Restricted PeriodClosing occurs, Seller Purchaser shall receive a credit against the Purchase Price for and shall be responsible for all tenant improvement costs, tenant allowances, tenant rent abatements, leasing commissions, landlord work and other allowances set forth on Exhibit L that have not been paid before Closing. Back to Contents (c) Prior to the Closing Date, Sellers shall not permit the Company Owner to enter into any new Contracts Contract for the Property or material modificationsmodification, renewals renewal or terminations termination of any existing Contracts Contract that would impose any obligations on Purchaser or on affect the Property after Closing, without the prior written consent of Purchaser, which provided such consent may be granted is not unreasonably withheld or denied in Purchaser’s sole discretion. In its request for Purchaser’s approval under this Section 6.5(b), Seller shall include the following notice: “NOTE: FAILURE TO RESPOND WITHIN THE TIME PERIOD SET FORTH IN SECTION 6.5(b) WILL RESULT IN A DEEMED APPROVAL”delayed. If Seller so requests Purchaser’s approval and Purchaser does not notify Seller Seller’s Representative in writing of its consent or disapproval within ten three (103) Business Days after notice thereof from SellerSellers’ Representative, Sellers’ Representative shall provide Purchaser with a second notice. If Purchaser does not notify Sellers’ Representative in writing of its approval or disapproval within two (2) Business Days of Purchaser’s receipt of the second notice, Purchaser shall be deemed to have consented to such requested action. Without limiting the foregoing approval rights, Seller shall provide If Purchaser with prompt notice of any new Contracts or material modifications, renewals or terminations of disapproves any such contractsrequest, together with complete copies then Purchaser shall specify the reasons for such disapproval in writing promptly upon written request of the documents relating thereto. (c) During the Restricted Period, Seller shall not permit the Company, without Purchaser’s prior written approval, (i) to make any material alterations or additions to the Property, except as may be required by law or the Lease or as may reasonably be required for the prudent repair and maintenance of the Property, (ii) to change or attempt to change (or consent to any change in) the zoning or other Legal Requirements applicable to the Property, or (iii) to cancel, amend or modify in any material respect any PermitSeller. (d) Prior to the Closing Date, Sellers shall not permit Owner to amend or terminate the Operating Agreement without the written consent of Purchaser, provided such consent is not unreasonably withheld or delayed. If Purchaser does not notify Sellers’ Representative in writing of its consent or disapproval within five (5) Business Days after notice thereof from Sellers’ Representative, Purchaser shall be deemed not to have consented to such requested action. (e) At all times prior to Closing, Seller shall, or Sellers shall cause the Company to, (i) maintain the Property in good condition and repair; (ii) use commercially reasonable efforts Owner to maintain its relations with the Tenant and otherwise continue to conduct business with respect to the Property substantially in a commercially reasonable manner; (iii) perform its obligations under the Leasesame manner in which said business has been heretofore conducted, the Contracts and the Permitted Exceptions (and, as applicable, enforce the obligations of any other parties to such documents); (iv) insure the Improvements at 100% Property substantially as it is currently insured. (f) Sellers agree to cause the Management Waiver to be executed and delivered on or before Closing. (g) Sellers acknowledge that it is the intention of replacement costthe Purchaser to terminate the employment of each of the Housekeeping Employees concurrently with the Closing and to offer concurrently with the Closing to hire the Housekeeping Employees as employees of Xxxxxxx Equities Management, maintain at least one year’s worth LLC, which is an Affiliate of rental interruption insurancePurchaser. Sellers agree that any and all costs or expenses attributable to the employment of the Housekeeping Employees prior to the Closing shall be the responsibility of the Sellers including, without limitation [i] any obligations for salary, benefits, vacation pay or sick time, [ii] claims of discrimination or other breaches of applicable legal requirements in connection with the Housekeeping Employees (including employment applicants who are not hired or prior employees whose employment is previously terminated), and maintain liability and other insurance in accordance with generally prevailing industry standards or as otherwise required [iii] claims by third parties arising from actions of the Lease; Housekeeping Employees (v) not sell or further encumber the Property or any direct or indirect interest therein or sell, pledge or otherwise encumber the Membership Interests or enter into any agreement relating thereto, and (vi) promptly give Purchaser a reasonably detailed written notice of: (1) any fire, flood or other material adverse change with respect to the Property of which Seller or the Company obtains actual knowledge; (2) any actual or proposed condemnation (or proceeding in lieu thereof) of which Seller or the Company obtains actual knowledge; (3) any written notice received extent not covered by Seller or the Company claiming that the Property or the use and operation thereof fails Seller’s insurance). Back to comply with any Legal Requirements; (4) any written notice given or received by Seller or the Company claiming that the Company or the Tenant is in default under the Lease; and (5) any written notice received by Seller or the Company concerning any pending or threatened litigation or administrative proceeding affecting the Property. If Seller becomes aware during the term of this Agreement of any matters that render any of its representations or warranties untrue, Seller shall promptly disclose such matters to Purchaser in writing.Contents

Leasing and Other Activities Prior to Closing. (a) During the term of this Agreement, Seller shall not permit the Company to enter into any Lease Transaction without Purchaser’s prior written consent, which consent may be given or withheld in Purchaser’s sole discretion. (b) During the Restricted Period, Seller shall not permit the Company to enter into any new Contracts or material modifications, renewals or terminations of any existing Contracts that would impose any obligations on Purchaser or on the Property after Closing, without the written consent of Purchaser, which consent may be granted or denied in Purchaser’s sole discretion. In its request for Purchaser’s approval under this Section 6.5(b), Seller shall include the following notice: “NOTE: FAILURE TO RESPOND WITHIN THE TIME PERIOD SET FORTH IN SECTION 6.5(b) WILL RESULT IN A DEEMED APPROVAL”. If Seller so requests Purchaser’s approval and Purchaser does not notify Seller in writing of its consent or disapproval within ten (10) Business Days after notice thereof from Seller, Purchaser shall be deemed to have consented to such requested action. Without limiting the foregoing approval rights, Seller shall provide Purchaser with prompt notice of any new Contracts or material modifications, renewals or terminations of any such contracts, together with complete copies of the documents relating thereto. (c) During the Restricted Period, Seller shall not permit the Company, without Purchaser’s prior written approval, (i) to make any material alterations or additions to the Property, except as may be required by law or the Lease or as may reasonably be required for the prudent repair and maintenance of the Property, (ii) to change or attempt to change (or consent to any change in) the zoning or other Legal Requirements applicable to the Property, or (iii) to cancel, amend or modify in any material respect any Permit. (d) At all times prior to Closing, Seller shall, or shall cause the Company to, : (i) (a) maintain the Property in good condition as it existed on the Effective Date, except for reasonable wear and repairtear and casualty damage; (iib) use commercially reasonable efforts to maintain its relations with the Tenant and otherwise conduct business with respect to the Property in a commercially reasonable mannerthe same manner as it was used on the Effective Date; and (iiic) perform its obligations under the Leasenot encumber, the Contracts and the Permitted Exceptions (andtransfer, as applicable, enforce the obligations or dispose of any other parties of the Property, except to such documents); (iv) insure the Improvements at 100% of replacement costsell inventory, maintain at least one year’s worth of rental interruption insurancereplace equipment, and maintain liability and other insurance use supplies in accordance with generally prevailing industry standards or as otherwise required by the Lease; (v) not sell or further encumber normal course of operating the Property or any direct or indirect interest therein or sell, pledge or otherwise encumber the Membership Interests or enter into any agreement relating theretoProperty, and (viii) promptly give Purchaser a reasonably detailed written notice of: (1) any fire, flood or other material adverse change with respect to the Property of which Seller or the Company obtains actual knowledge; (2) any actual or proposed condemnation (or proceeding in lieu thereof) of which Seller or the Company obtains actual knowledge; (3) any written notice received by Seller or the Company claiming that the Property or the use and operation thereof fails to comply with any Legal Requirements; and (4) any written notice given or received by Seller or the Company claiming that the Company or the Tenant is in default under the Lease; and (5) any written notice received by Seller or the Company concerning any pending or threatened litigation or administrative proceeding affecting the Property. If Seller becomes aware during the term of this Agreement of any matters that render any of its representations or warranties untrue, Seller shall promptly disclose such matters to Purchaser in writing. (b) At all times prior to Closing, Seller will not, without Purchaser’s prior written consent, which may be withheld or denied in Purchaser’s sole discretion, (i) enter into any new leases, licenses, occupancy agreements, service contracts, or other agreements demising space in or providing for the use or occupancy of the Property or services for the Property for a term that extends beyond the Closing Date, or (ii) amend, renew, or extend any existing Leases or service contracts, if any, in a manner by which the term of the amended, renewed, or extended Lease or service contract extends beyond the Closing Date. (c) Seller (i) shall not during the term of this Agreement offer, promise, give or agree to give to any person or entity any bribe on behalf of Purchaser or its affiliates or otherwise with the object of obtaining a business advantage for Purchaser or its affiliates or otherwise;

Leasing and Other Activities Prior to Closing. (a) During the term of this Agreement, Seller shall not permit the Company to enter into any Lease Transaction without Purchaser’s prior written consent, which consent may be given or withheld in Purchaser’s sole discretion. . (b) During the Restricted Period, Seller shall not permit the Company to enter into any new Contracts or material modifications, renewals or terminations of any existing Contracts that would impose any obligations on Purchaser or on the Real Property after Closing, without the written consent of Purchaser, which consent may be granted or denied in Purchaser’s sole discretion. In its request for Purchaser’s approval under this Section 6.5(b), Seller shall include the following notice: “NOTE: FAILURE TO RESPOND WITHIN THE TIME PERIOD SET FORTH IN SECTION 6.5(b) WILL RESULT IN A DEEMED APPROVAL”. If Seller so requests Purchaser’s approval and Purchaser does not notify Seller in writing of its consent or disapproval within ten (10) Business Days after notice thereof from Seller, Purchaser shall be deemed to have consented to such requested action. Without limiting the foregoing approval rights, Seller shall provide Purchaser with prompt notice of any new Contracts or material modifications, renewals or terminations of any such contracts, together with complete copies of the documents relating thereto. . (c) } During the Restricted Period, Seller shall not permit the Companynot, without Purchaser’s prior written approval, (i) to make any material alterations or additions to the Real Property, except as may be required by law or any of the Lease Leases or as may reasonably be required for the prudent repair and maintenance of the Real Property, (ii) to change or attempt to change (or consent to any change in) the zoning or other Legal Requirements applicable to the Real Property, or (iii) to cancel, amend or modify in any material respect any Permit. (d) At all times prior to Closing, Seller shall, or shall cause the Company to, (i) maintain the Property in good condition and repair; (ii) use commercially reasonable efforts to maintain its relations with the Tenant and otherwise conduct business with respect to the Property in a commercially reasonable manner; (iii) perform its obligations under the Lease, the Contracts and the Permitted Exceptions (and, as applicable, enforce the obligations of any other parties to such documents); (iv) insure the Improvements at 100% of replacement cost, maintain at least one year’s worth of rental interruption insurance, and maintain liability and other insurance in accordance with generally prevailing industry standards or as otherwise required by the Lease; (v) not sell or further encumber the Property or any direct or indirect interest therein or sell, pledge or otherwise encumber the Membership Interests or enter into any agreement relating thereto, and (vi) promptly give Purchaser a reasonably detailed written notice of: (1) any fire, flood or other material adverse change with respect to the Property of which Seller or the Company obtains actual knowledge; (2) any actual or proposed condemnation (or proceeding in lieu thereof) of which Seller or the Company obtains actual knowledge; (3) any written notice received by Seller or the Company claiming that the Property or the use and operation thereof fails to comply with any Legal Requirements; (4) any written notice given or received by Seller or the Company claiming that the Company or the Tenant is in default under the Lease; and (5) any written notice received by Seller or the Company concerning any pending or threatened litigation or administrative proceeding affecting the Property. If Seller becomes aware during the term of this Agreement of any matters that render any of its representations or warranties untrue, Seller shall promptly disclose such matters to Purchaser in writing.

Leasing and Other Activities Prior to Closing. (a) During the term of this Agreement, Seller shall not permit the Company to enter into any Lease Transaction (other than the Required Amendment) without Purchaser’s 's prior written consent, which consent may be given or withheld in Purchaser’s 's sole discretion. (b) During the Restricted Period, Seller shall not permit the Company to enter into any new Contracts or material modifications, renewals or terminations of any existing Contracts that would impose any obligations on Purchaser or on the Property after Closing, without the written consent of Purchaser, which consent may be granted or denied in Purchaser’s 's sole discretion. In its request for Purchaser’s 's approval under this Section 6.5(b), Seller shall include the following notice: “"NOTE: FAILURE TO RESPOND WITHIN THE TIME PERIOD SET FORTH IN SECTION 6.5(b) WILL RESULT IN A DEEMED APPROVAL”". If Seller so requests Purchaser’s 's approval and Purchaser does not notify Seller in writing of its consent or disapproval within ten (10) Business Days after notice thereof from Seller, Purchaser shall be deemed to have consented to such requested action. Without limiting the foregoing approval rights, Seller shall provide Purchaser with prompt notice of any new Contracts or material modifications, renewals or terminations of any such contracts, together with complete copies of the documents relating thereto. (c) During , in the Restricted Period, Seller shall not permit event that any of the Company, without Purchaser’s prior written approval, (i) to make same would impose any material alterations or additions to the Property, except as may be required by law obligations on Purchaser or the Lease or as may reasonably be required for the prudent repair and maintenance of the Property, (ii) to change or attempt to change (or consent to any change in) the zoning or other Legal Requirements applicable to the Property, or (iii) to cancel, amend or modify in any material respect any PermitProperty after Closing. (d) At all times prior to Closing, Seller shall, or shall cause the Company to, (i) maintain the Property in good condition and repair; (ii) use commercially reasonable efforts to maintain its relations with the Tenant and otherwise conduct business with respect to the Property in a commercially reasonable manner; (iii) perform its obligations under the Lease, the Contracts and the Permitted Exceptions (and, as applicable, enforce the obligations of any other parties to such documents); (iv) insure the Improvements at 100% of replacement cost, maintain at least one year’s worth of rental interruption insurance, and maintain liability and other insurance in accordance with generally prevailing industry standards or as otherwise required by the Lease; (v) not sell or further encumber the Property or any direct or indirect interest therein or sell, pledge or otherwise encumber the Membership Interests or enter into any agreement relating thereto, and (vi) promptly give Purchaser a reasonably detailed written notice of: (1) any fire, flood or other material adverse change with respect to the Property of which Seller or the Company obtains actual knowledge; (2) any actual or proposed condemnation (or proceeding in lieu thereof) of which Seller or the Company obtains actual knowledge; (3) any written notice received by Seller or the Company claiming that the Property or the use and operation thereof fails to comply with any Legal Requirements; (4) any written notice given or received by Seller or the Company claiming that the Company or the Tenant is in default under the Lease; and (5) any written notice received by Seller or the Company concerning any pending or threatened litigation or administrative proceeding affecting the Property. If Seller becomes aware during the term of this Agreement of any matters that render any of its representations or warranties untrue, Seller shall promptly disclose such matters to Purchaser in writing.

Leasing and Other Activities Prior to Closing. (a) During the term of this Agreement, Seller shall not permit the Company to enter into any Lease Transaction without Purchaser’s prior written consent, which consent may be given or withheld in Purchaser’s sole discretion. (b) During the Restricted Period, Seller shall not permit the Company to enter into any new Contracts or material modifications, renewals or terminations of any existing Contracts that would impose any obligations on Purchaser or on the Property after Closing, without the written consent of Purchaser, which consent may be granted or denied in Purchaser’s sole discretion. In its request for Purchaser’s approval under this Section 6.5(b), Seller shall include the following notice: “NOTE: FAILURE TO RESPOND WITHIN THE TIME PERIOD SET FORTH IN SECTION 6.5(b) WILL RESULT IN A DEEMED APPROVAL”. If Seller so requests Purchaser’s approval and Purchaser does not notify Seller in writing of its consent or disapproval within ten (10) Business Days after notice thereof from Seller, Purchaser shall be deemed to have consented to such requested action. Without limiting the foregoing approval rights, Seller shall provide Purchaser with prompt notice of any new Contracts or material modifications, renewals or terminations of any such contracts, together with complete copies of the documents relating thereto. (c) During the Restricted Period, Seller shall not permit the Company, without Purchaser’s prior written approval, (i) to make any material alterations or additions to the Property, except as may be required by law or the Lease or as may reasonably be required for the prudent repair and maintenance of the Property, (ii) to change or attempt to change (or consent to any change in) the zoning or other Legal Requirements applicable to the Property, or (iii) to cancel, amend or modify in any material respect any Permit. (d) At all times prior to Closing, Seller shall, or shall cause the Company to, (i) maintain the Property in good condition and repair; (ii) use commercially reasonable efforts to maintain its relations with the Tenant and otherwise conduct business with respect to the Property in a commercially reasonable manner; (iii) perform its obligations under the Lease, the Contracts and the Permitted Exceptions (and, as applicable, enforce the obligations of any other parties to such documents); (iv) insure the Improvements at 100% of replacement cost, maintain at least one year’s worth of rental interruption insurance, and maintain liability and other insurance in accordance with generally prevailing industry standards or as otherwise required by the Lease; (v) not sell or further encumber the Property or any direct or indirect interest therein or sell, pledge or otherwise encumber the Membership Interests or enter into any agreement relating thereto, and (vi) promptly give Purchaser a reasonably detailed written notice of: (1) any fire, flood or other material adverse change with respect to the Property of which Seller or the Company obtains actual knowledge; (2) any actual or proposed condemnation (or proceeding in lieu thereof) of which Seller or the Company obtains actual knowledge; (3) any written notice received by Seller or the Company claiming that the Property or the use and operation thereof fails to comply with any Legal Requirements; (4) any written notice given or received by Seller or the Company claiming that the Company or the Tenant is in default under the Lease; and (5) any written notice received by Seller or the Company concerning any pending or threatened litigation or administrative proceeding affecting the Property. If Seller becomes aware during the term of this Agreement of any matters that render any of its representations or warranties untrue, Seller shall promptly disclose such matters to Purchaser in writing. (e) Seller shall: (i) not enter into any amendment or modification of the Loan Documents, assign any of its rights under the Loan Documents or prepay all or any portion of the Loan; (ii) perform all of its monetary and other material obligations under the Loan Documents; and (iii) promptly give Purchaser a copy of all material notices given or received by Seller under the Loan Documents.](10)

Leasing and Other Activities Prior to Closing. (a) During the term of this Agreement, Seller shall continue to enter into Lease Transactions which qualify under the requirements specified in Section 6.5(g) below. Seller shall not permit the Company to enter into any Lease Transaction which fails to meet the requirements of Section 6.5(g) (a “Non-Qualified Lease Transaction”) without Purchaser’s prior written consent, which consent may be given or withheld in Purchaser’s sole discretion. If Seller gives Purchaser a Lease Proposal Notice for a Non-Qualified Lease Transaction and Purchaser does not notify Seller in writing of its disapproval within five (5) Business Days, Purchaser shall be deemed to have approved such Non-Qualified Lease Transaction. (b) During the Restricted Period, Seller shall not permit the Company to not, without Purchaser’s prior written approval given or withheld in its sole and unreviewable discretion, enter into any new Contracts or material modifications, renewals modify or terminations of renew any existing Contracts that would impose any obligations on Purchaser or on the Property after Closing, without the written consent of Purchaser, which consent may be granted or denied in Purchaser’s sole discretion. In its request for Purchaser’s approval under this Section 6.5(b), Seller shall include the following notice: “NOTE: FAILURE TO RESPOND WITHIN THE TIME PERIOD SET FORTH IN SECTION 6.5(b) WILL RESULT IN A DEEMED APPROVAL”. If Seller so requests Purchaser’s approval and Purchaser does not notify Seller in writing of its consent or disapproval within ten five (105) Business Days after notice thereof from Seller, Purchaser shall be deemed to have consented to such requested action. Without limiting the foregoing approval rights, Seller shall provide Purchaser with prompt notice of any new Contracts or material modifications, renewals or terminations of any such contractsContinuing Contracts, together with complete copies of the documents relating thereto. (c) During the Restricted Period, Seller shall not permit the Companynot, without Purchaser’s prior written approvalapproval given or withheld in its sole and unreviewable discretion, (i) to make any material alterations or additions to the Property, except as may be required by law Legal Requirements or any of the Lease Leases or as may reasonably be required for the prudent repair and maintenance of the Property, (ii) to change or attempt to change (or consent to any change in) the zoning or other Legal Requirements applicable to the Property, or (iii) to cancel, amend or modify in any material respect any Permitcertificate, license, approval or permit held by or on behalf of Seller with respect to the Property. (d) At all times prior to Closing, Seller shall, or shall cause the Company to, : (i) maintain the Property in good condition and repairrepair consistent with its current operations; (ii) use commercially reasonable efforts to maintain its relations with the Tenant Tenants, suppliers and customers and otherwise conduct business with respect to the Property in a commercially reasonable manner; (iii) maintain its current staffing levels for leasing and property management personnel for the Property and not terminate or reassign the current onsite property manager, assistant manager, leasing director or maintenance director prior to the Closing, unless otherwise agreed to by Purchaser in writing, except that notwithstanding the forgoing, Seller may in the exercise of its good faith management discretion determine cause to exist for such a change and in that event Seller may alter its current staffing levels for leasing and property management personnel for the Property and may terminate or reassign the current on-site property manager, assistant manager, leasing director or maintenance director after giving to Purchaser notice of Seller’s intention and if Purchaser does not notify Seller in writing of its disapproval of such action within five (5) Business Days, Purchaser shall be deemed to have agreed to the proposed change; (iv) perform its obligations under the LeaseLeases, the Contracts and the Permitted Exceptions (and, as applicable, enforce the obligations of any other parties to such documents); (iv) insure the Improvements at 100% of replacement cost, maintain at least one year’s worth of rental interruption insurance, and maintain liability and other insurance in accordance with generally prevailing industry standards or as otherwise required by the LeaseExceptions; (v) maintain the insurance with respect to the Property that is in place as of the Effective Date; (vi) not sell or further encumber the Property or any direct or indirect interest therein or sell, pledge or otherwise encumber the Membership Interests or enter into any agreement relating thereto, unless the same can and will be terminated, released or discharged (as applicable) at or prior to Closing or is otherwise permitted hereunder, and (vivii) promptly give Purchaser a reasonably detailed written notice of: (1) any fire, flood or other material adverse change with respect to the Property of which Seller or the Company obtains actual knowledge; (2) any actual or proposed condemnation (or proceeding in lieu thereof) of which Seller or the Company obtains actual knowledge; (3) any written notice received by Seller or the Company claiming that the Property or the use and operation thereof fails to comply with any Legal Requirementsapplicable legal requirements; (4) any written notice given or received by or on behalf of Seller claiming that Seller or the Company claiming that the Company or the any Tenant is in default under the any Lease; and (5) any written notice received by Seller or the Company concerning any pending or threatened litigation or administrative proceeding affecting the Property. If Seller becomes aware during the term of this Agreement of any matters that render any of its representations or warranties untrue, Seller shall promptly disclose such matters to Purchaser in writing. (e) During the term of this Agreement, Seller shall not remove any Personal Property or fixtures from the Improvements except for purposes of replacement thereof in the ordinary course of business, in which case such replacements shall be promptly installed prior to Closing and shall be comparable in quantity and quality to the item(s) being replaced. (f) Seller shall deliver and assign to Purchaser copies of any Warranties that are in effect with respect to the Property or the Improvements. (g) With respect to any portion of the Improvements that consist of “for rent” apartments or units, (i) Seller shall continue to “make ready” all apartments and bed spaces (leased or available for the upcoming Academic Lease Year) which are not occupied in accordance with generally prevailing practices for similar properties and shall deliver all apartments or bed spaces in Rent Ready Condition at Closing; (ii) Seller shall continue to advertise, market and lease all apartments and bed spaces in the Property in accordance with Seller’s normal and customary business practices and in accordance with leasing guidelines and credit approval guidelines attached hereto as Exhibit K (collectively, the “Leasing and Credit Guidelines”); (iii) Seller shall prudently manage its inventory of available and partially occupied units in order to optimize total occupancy in accordance with generally prevailing practices for similar properties; (iv) Seller shall not enter into any Lease Transaction involving a residential lease or residence agreement: (1) that is inconsistent in any material respect with the Leasing and Credit Guidelines; (2) on a lease form other than the form of lease or residence agreement currently used by Seller or otherwise reasonably approved by the Purchaser, subject to nonmaterial changes in the ordinary course of business; and/or (3) that has a resident vacating date which does not correlate with the Academic Lease Year; and (v) except as may be required in the ordinary course of business, Seller shall not apply any security or other deposit to the obligations of any Tenant. As used in this Agreement, the term “Rent Ready” shall mean that condition, by customary industry standards for similar properties, in which institutional apartment owners deliver apartment units to new tenants, together with completion of Seller’s standard decorating and repainting package.

Leasing and Other Activities Prior to Closing. (a) During the term of this Agreement, Seller shall continue to enter into Lease Transactions which qualify under the requirements specified in Section 6.5(g) below. Seller shall not permit the Company to enter into any Lease Transaction which fails to meet the requirements of Section 6.5(g) (a “Non-Qualified Lease Transaction”) without Purchaser’s prior written consent, which consent may be given or withheld in Purchaser’s sole discretion. If Seller gives Purchaser a Lease Proposal Notice for a Non-Qualified Lease Transaction and Purchaser does not notify Seller in writing of its disapproval within five (5) Business Days, Purchaser shall be deemed to have approved such Non-Qualified Lease Transaction. (b) During the Restricted Period, Seller shall not permit the Company to not, without Purchaser’s prior written approval given or withheld in its sole and unreviewable discretion, enter into any new Contracts or material modifications, renewals modify or terminations of renew any existing Contracts that would impose any obligations on Purchaser or on the Property after Closing, without the written consent of Purchaser, which consent may be granted or denied in Purchaser’s sole discretion. In its request for Purchaser’s approval under this Section 6.5(b), Seller shall include the following notice: “NOTE: FAILURE TO RESPOND WITHIN THE TIME PERIOD SET FORTH IN SECTION 6.5(b) WILL RESULT IN A DEEMED APPROVAL”. If Seller so requests Purchaser’s approval and Purchaser does not notify Seller in writing of its consent or disapproval within ten five (105) Business Days after notice thereof from Seller, Purchaser shall be deemed to have consented to such requested action. Without limiting the foregoing approval rights, Seller shall provide Purchaser with prompt notice of any new Contracts or material modifications, renewals or terminations of any such contractsContinuing Contracts, together with complete copies of the documents relating thereto. (c) During the Restricted Period, Seller shall not permit the Companynot, without Purchaser’s prior written approvalapproval given or withheld in its sole and unreviewable discretion, (i) to make any material alterations or additions to the Property, except as may be required by law Legal Requirements or any of the Lease Leases or as may reasonably be required for the prudent repair and maintenance of the Property, (ii) to change or attempt to change (or consent to any change in) the zoning or other Legal Requirements applicable to the Property, or (iii) to cancel, amend or modify in any material respect any Permitcertificate, license, approval or permit held by or on behalf of Seller with respect to the Property. (d) At all times prior to Closing, Seller shall, or shall cause the Company to, : (i) maintain the Property in good condition and repairrepair consistent with its current operations; (ii) use commercially reasonable efforts to maintain its relations with the Tenant Tenants, suppliers and customers and otherwise conduct business with respect to the Property in a commercially reasonable manner; (iii) maintain its current staffing levels for leasing and property management personnel for the Property and not terminate or reassign the current onsite property manager, assistant manager, leasing director or maintenance director prior to the Closing, unless otherwise agreed to by Purchaser in writing, except that notwithstanding the forgoing, Seller may in the exercise of its good faith management discretion determine cause to exist for such a change and in that event Seller may alter its current staffing levels for leasing and property management personnel for the Property and may terminate or reassign the current on-site property manager, assistant manager, leasing director or maintenance director after giving to Purchaser notice of Seller’s intention and if Purchaser does not notify Seller in writing of its disapproval of such action within five (5) Business Days, Purchaser shall be deemed to have agreed to the proposed change; (iv) perform its obligations under the LeaseLeases, the Contracts and the Permitted Exceptions (and, as applicable, enforce the obligations of any other parties to such documents); (iv) insure the Improvements at 100% of replacement cost, maintain at least one year’s worth of rental interruption insurance, and maintain liability and other insurance in accordance with generally prevailing industry standards or as otherwise required by the LeaseExceptions; (v) maintain the insurance with respect to the Property that is in place as of the Effective Date; (vi) not sell or further encumber the Property or any direct or indirect interest therein or sell, pledge or otherwise encumber the Membership Interests or enter into any agreement relating thereto, unless the same can and will be terminated, released or discharged (as applicable) at or prior to Closing or is otherwise permitted hereunder, and (vivii) promptly give Purchaser a reasonably detailed written notice of: (1) any fire, flood or other material adverse change with respect to the Property of which Seller or the Company obtains actual knowledge; (2) any actual or proposed condemnation (or proceeding in lieu thereof) of which Seller or the Company obtains actual knowledge; (3) any written notice received by Seller or the Company claiming that the Property or the use and operation thereof fails to comply with any Legal Requirementsapplicable legal requirements; (4) any written notice given or received by or on behalf of Seller claiming that Seller or the Company claiming that the Company or the any Tenant is in default under the any Lease; and (5) any written notice received by Seller or the Company concerning any pending or threatened litigation or administrative proceeding affecting the Property. If Seller becomes aware during the term of this Agreement of any matters that render any of its representations or warranties untrue, Seller shall promptly disclose such matters to Purchaser in writing. (e) During the term of this Agreement, Seller shall not remove any Personal Property or fixtures from the Improvements except for purposes of replacement thereof in the ordinary course of business, in which case such replacements shall be promptly installed prior to Closing and shall be comparable in quantity and quality to the item(s) being replaced. (f) Seller shall deliver and assign to Purchaser copies of any Warranties that are in effect with respect to the Property or the Improvements. (g) With respect to any portion of the Improvements that consist of “for rent” apartments or units, (i) Seller shall continue to “make ready” all apartments and bed spaces (leased or available for the upcoming Academic Lease Year) which are not occupied in accordance with generally prevailing practices for similar properties and shall deliver all apartments or bed spaces in Rent Ready Condition at Closing; (ii) Seller shall continue to advertise, market and lease all apartments and bed spaces in the Property in accordance with Seller’s normal and customary business practices and in accordance with leasing guidelines and credit approval guidelines attached hereto as Exhibit K (collectively, the “Leasing and Credit Guidelines”); (iii) Seller shall prudently manage its inventory of available and partially occupied units in order to optimize total occupancy in accordance with generally prevailing practices for similar properties; (iv) Seller shall not enter into any Lease Transaction involving a residential lease or residence agreement: (1) that is inconsistent in any material respect with the Leasing and Credit Guidelines; (2) on a lease form other than the form of lease or residence agreement currently used by Seller or otherwise reasonably approved by the Purchaser, subject to nonmaterial changes in the ordinary course of business; and/or (3) that has a resident vacating date which does not correlate with the Academic Lease Year; and (v) except as may be required in the ordinary course of business, Seller shall not apply any security or other deposit to the obligations of any Tenant. As used in this Agreement, the term “Rent Ready” shall mean that condition, by customary industry standards for similar properties, in which institutional apartment owners deliver apartment units to new tenants, together with completion of Seller’s standard decorating and repainting package.

Leasing and Other Activities Prior to Closing. (a) During the term of this Agreement, Seller shall not permit not, from and after the Company to Execution Date, enter into any Lease Transaction without Purchaser’s prior written consentamendments, which consent may be given or withheld in Purchaser’s sole discretion. (b) During the Restricted Periodmodifications, Seller shall not permit the Company to enter into any new Contracts or material modificationsextensions, renewals or terminations of any existing Leases, Property Contracts or any Person’s employment compensation or benefits in any manner (unless, in the case of the Property Contracts, doing so is in the ordinary course of operating the Property and consistent with past practice and either (i) the aggregate liability of Seller thereunder does not exceed $100,000 or (ii) any such Property Contract will be cancelable by Purchaser following the Closing Date on sixty (60) days’ notice or less without penalty or premium) or enter into any new lease or contract (other than any commitments or reservations for the use of any guest rooms, meeting rooms, banquet facilities, convention facilities or other facilities in the Hotel scheduled to occur on or after the Closing (together with the rent and/or other considerations, if any, owed by guests, tenants, licensees or concessionaires, the “Bookings”) and consistent with this Agreement and past practice); in each case that would impose any obligations on Purchaser or on affect the Property after Closingthe Closing Date, without the written consent of Purchaser, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary herein, Seller may be granted enter into new leases, contracts and purchase orders (or denied in terminate any of the foregoing) without Purchaser’s sole discretionconsent if (A) doing so is in the ordinary course of operating the Property and (B) one of the following is satisfied: (i) the contract will not be binding on Purchaser, or (ii) the contract is cancelable by Purchaser following the Closing Date on sixty (60) days’ or less notice without penalty or premium, or (iii) the aggregate liability of Seller thereunder does not exceed $100,000. In its request for Purchaser’s approval under addition, but subject to the last sentence of this Section 6.5(b4.3(a), within thirty (30) days following the Execution Date, Seller shall include deliver such termination notices as Purchaser may request in writing, in order to terminate those Property Contracts or other similar contract not referenced in the following notice: “NOTE: FAILURE TO RESPOND WITHIN THE TIME PERIOD SET FORTH IN SECTION 6.5(b) WILL RESULT IN A DEEMED APPROVAL”. If Seller so requests Purchaser’s approval and immediately preceding sentence that Purchaser does not notify desire to take assignment of at Closing, to the extent that such Property Contracts are then terminable in accordance with their respective terms. Nothing contained in this Agreement will require Seller in writing to (a) obtain the consent of Purchaser for Property Contracts or Leases that Manager (as defined below) is authorized to enter into without Seller’s consent or (b) terminate any Property Contract disclosed to Purchaser prior to the Execution Date unless Purchaser notifies Seller, within five (5) days following the Execution Date, of its election to terminate such Property Contract and such contract is terminable in accordance with its terms; provided, that in no event shall Seller be required to terminate the Amended and Restated Operating Agreement, dated January 1, 2000, between Seller and The Xxxx-Xxxxxxx Hotel Company, L.L.C. (“Manager”), as amended by the Amendment to Amended and Restated Operating Agreement, dated June 29, 2004, by and between Seller and Manager (the “Management Agreement”). (b) At all times prior to the Closing, Seller shall continue to (i) operate the Hotel in a prudent manner, substantially consistent with past practice using its reasonable efforts to preserve intact the goodwill of the Hotel with its existing clientele, (ii) maintain the Property in its existing condition and state of repair, ordinary wear and tear excepted, subject to the occurrence of any casualty and condemnation, (iii) maintain adequate levels of Personal Property and any other operating supplies and equipment necessary to operate the Hotel in a manner consistent with past practices and (iv) maintain the insurance policies now in effect (or substantially similar insurance) in full force and effect; provided, however, that a breach of this clause (iv) shall have no consequence unless a casualty occurs prior to Closing or the earlier termination of this Agreement. (c) When Purchaser’s consent or disapproval within ten is required pursuant to this Section 4.3, Purchaser shall have three (103) Business Days after notice thereof receipt from SellerSeller of a written request (which request shall specifically reference this Section 4.3(c) and the three (3) Business Day period) for consent to proposed agreements or Leases, or modifications to the existing Leases or new Leases in which to grant such consent, and if Purchaser fails or refuses to act within such three (3) Business Day period, Purchaser shall be deemed to have consented to granted such requested action. Without limiting the foregoing approval rights, Seller shall provide Purchaser with prompt notice of any new Contracts or material modifications, renewals or terminations of any such contracts, together with complete copies of the documents relating thereto. (c) During the Restricted Period, Seller shall not permit the Company, without Purchaser’s prior written approval, (i) to make any material alterations or additions to the Property, except as may be required by law or the Lease or as may reasonably be required for the prudent repair and maintenance of the Property, (ii) to change or attempt to change (or consent to any change in) the zoning or other Legal Requirements applicable to the Property, or (iii) to cancel, amend or modify in any material respect any Permitconsent. (d) At all times prior to ClosingSeller shall not sell, Seller shallmortgage, pledge, hypothecate, or shall cause the Company to, (i) maintain the Property in good condition and repair; (ii) use commercially reasonable efforts to maintain its relations with the Tenant and otherwise conduct business with respect to the Property in a commercially reasonable manner; (iii) perform its obligations under the Lease, the Contracts and the Permitted Exceptions (and, as applicable, enforce the obligations transfer or dispose of all or any other parties to such documents); (iv) insure the Improvements at 100% material part of replacement cost, maintain at least one year’s worth of rental interruption insurance, and maintain liability and other insurance in accordance with generally prevailing industry standards or as otherwise required by the Lease; (v) not sell or further encumber the Property or any direct or indirect interest therein at any time after the date hereof and prior to the Closing Date, other than (i) with respect to depletion and/or replacement of Personal Property and the termination of Leases or sellProperty Contracts in the ordinary course of business, pledge or otherwise encumber consistent with past practice in accordance with the Membership Interests or enter into any agreement relating theretoprovisions of this Agreement, (ii) leasing of the Premises in accordance with the provisions of this Agreement, (iii) Permitted Exceptions, and (viiv) promptly give Purchaser a reasonably detailed written notice of: (1) any fire, flood the granting of liens or other material adverse change with respect assignments as required by the mortgage loan made pursuant to the terms of that certain loan agreement dated as of June 29, 2004, between Seller, SHC Embarcadero LLC, SHC Xxxxxxx Hills II, L.L.C., SHC Park San Francisco LLC, SHC New York East Side II, L.L.C., SHC Essex II, L.L.C., and SHC New Santa Xxxxx, L.L.C., and German American Capital Corporation (as may be amended and modified from time to time) and evidenced by that certain Deed of Trust, Security Agreement, Assignment of Leases and Rents and Revenues and Fixture Filing (The Xxxx-Xxxxxxx, Laguna Niguel) dated June 29, 2004, executed and delivered by Seller for the benefit of German American Capital Corporation, as amended by that First Amendment to Deed of Trust made as of November 9, 2005, executed and delivered by Seller for the benefit of Archon Financial, L.P., as security and encumbering the Property (the “Existing Mortgage Loan”). (e) Except (i) for projects contemplated by the existing capital expenditure budget, (ii) for emergency repairs and replacements, (iii) in the ordinary course of business, consistent with past practice, and (iv) for capital expenditures necessary to restore the Property after a casualty or condemnation, Seller shall not, on or after the Execution Date, commit to, make or pay for any capital expenditure, without the written consent of Purchaser, which Seller consent shall not be unreasonably withheld and if Purchaser fails or the Company obtains actual knowledge; (2) any actual or proposed condemnation (or proceeding in lieu thereof) of which Seller or the Company obtains actual knowledge; refuses to respond within three (3) any Business Days after Seller’s written notice received by request as provided in clause (c) above, Purchaser shall be deemed to have granted such consent. (f) Seller shall promptly, after the receipt from Manager of operating statements for each month between the date hereof and the Closing Date or the Company claiming that earlier of termination of the Property or the use and operation thereof fails to comply with any Legal Requirements; (4) any written notice given or received by Seller or the Company claiming that the Company or the Tenant is in default under the Lease; and (5) any written notice received by Seller or the Company concerning any pending or threatened litigation or administrative proceeding affecting the Property. If Seller becomes aware during the term of this Agreement of any matters that render any of its representations or warranties untrueAgreement, Seller shall promptly disclose such matters deliver to Purchaser in writingtrue, correct and complete copies of all such operating statements prepared after the Execution Date.

Leasing and Other Activities Prior to Closing. (a) During Commencing on the term date of this AgreementAgreement and continuing until the date that is two (2) Business Days prior to the expiration of the Study Period, Seller may not enter into new leases of space in the Real Property or any amendments, expansions or renewals of the Leases, or accept the termination of any Lease except upon the expiration of the scheduled term thereunder, without, in each case, obtaining the prior written consent of Purchaser, which shall not be unreasonably withheld. Commencing two (2) Business Days prior to the end of the Study Period, Seller shall not permit enter into any new leases or any amendments, expansions or renewals or terminations of the Company Leases without Purchaser’s approval which approval Purchaser may withhold in its sole discretion. Seller shall deliver to Purchaser either a copy of any lease or modification that it intends to enter into or a summary of the proposed terms thereof indicating the name of the tenant, location and size of the premises, the term of the lease (and any Lease Transaction without extension options), rent, landlord’s construction obligation or construction contribution, free rent period, base amounts for tax and operating escalations and any expansion options. Purchaser’s prior written consent, which consent may approval under this Section 3.4 shall be given or withheld in deemed granted if not denied within five (5) Business Days after Purchaser’s sole discretionreceipt of such form of lease (or modification) or summary thereof with specific reasons therefor. (b) During the Restricted Period, term of this Agreement Seller (i) shall not permit the Company to enter into any new Contracts Contract or material modifications, renewals or terminations of modify any existing Contracts that Contract which new Contract (or modification) would impose any obligations be binding on Purchaser or on the Property after Closing, without (ii) shall maintain in effect its existing policies of insurance and (iii) shall not remove any Personal Property from the written consent Real Property except in the ordinary course of Purchaserbusiness. Not later than the end of the Study Period, which consent may be granted or denied in Purchaser’s sole discretion. In its request for Purchaser’s approval under this Section 6.5(b), Seller Buyer shall include the following notice: “NOTE: FAILURE TO RESPOND WITHIN THE TIME PERIOD SET FORTH IN SECTION 6.5(b) WILL RESULT IN A DEEMED APPROVAL”. If Seller so requests Purchaser’s approval and Purchaser does not notify Seller in writing of which Contracts it desires to assume and Seller shall, within thirty (30) days after the Closing, at its consent or disapproval within ten (10) Business Days after notice thereof from Sellerexpense, Purchaser shall be deemed to have consented to such requested action. Without limiting the foregoing approval rights, Seller shall provide Purchaser with prompt notice of any new Contracts or material modifications, renewals or terminations of any such contracts, together with complete copies of the documents relating theretoterminate all other Contracts. (c) During the Restricted Period, Seller shall not permit request estoppel certificates from all tenants under the CompanyLeases (other than Xxxxxxxxxx Insurance Agency) in the form of Exhibit I hereto, without Purchaser’s prior written approval, (i) to make any material alterations or additions to the Propertybut, except as may provided in Section 8.2, the delivery thereof shall not be required by law or a condition of Closing. Upon the Lease or as may reasonably be required for the prudent repair receipt of completed forms, Purchaser shall initially request and, if not received, request a second time subordination and maintenance of the Property, (ii) to change or attempt to change (or consent to any change in) the zoning or other Legal Requirements applicable to the Property, or (iii) to cancel, amend or modify in any material respect any Permit. (d) At all times prior to Closing, Seller shall, or shall cause the Company to, (i) maintain the Property in good condition and repair; (ii) use commercially reasonable efforts to maintain its relations with the Tenant and otherwise conduct business non-disturbance agreements with respect to any Leases requested by Purchaser or its lender (other than Xxxxxxxxxx Insurance) but the Property in delivery thereof shall not be a commercially reasonable manner; (iii) perform its obligations under the Lease, the Contracts and the Permitted Exceptions (and, as applicable, enforce the obligations condition of any other parties to such documents); (iv) insure the Improvements at 100% of replacement cost, maintain at least one year’s worth of rental interruption insurance, and maintain liability and other insurance in accordance with generally prevailing industry standards or as otherwise required by the Lease; (v) not sell or further encumber the Property or any direct or indirect interest therein or sell, pledge or otherwise encumber the Membership Interests or enter into any agreement relating thereto, and (vi) promptly give Purchaser a reasonably detailed written notice of: (1) any fire, flood or other material adverse change with respect to the Property of which Seller or the Company obtains actual knowledge; (2) any actual or proposed condemnation (or proceeding in lieu thereof) of which Seller or the Company obtains actual knowledge; (3) any written notice received by Seller or the Company claiming that the Property or the use and operation thereof fails to comply with any Legal Requirements; (4) any written notice given or received by Seller or the Company claiming that the Company or the Tenant is in default under the Lease; and (5) any written notice received by Seller or the Company concerning any pending or threatened litigation or administrative proceeding affecting the Property. If Seller becomes aware during the term of this Agreement of any matters that render any of its representations or warranties untrue, Seller shall promptly disclose such matters to Purchaser in writingClosing.