Common use of Leasing Arrangements Clause in Contracts

Leasing Arrangements. From the Effective Date through Closing (the "Contract Period"), without Purchaser's prior written consent in each instance, Seller will not amend or terminate any existing Lease or enter into any new Lease without Purchaser's prior written consent (which may be given or withheld in its sole and absolute discretion). Without limitation thereon, any and all Leases to be entered into during the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchaser. If Purchaser fails to grant or withhold its consent to any proposed Lease within five (5) days of receipt thereof, Purchaser shall be deemed to have consented to such Lease. Notwithstanding anything contained herein to the contrary, Purchaser's consent shall not be required with respect to any renewal Lease or consent to a sublease or assignment of Lease which Seller, as a matter of law or by a Lease, shall be required to deliver. Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against any Tenant or terminate any Lease as a result of a default by the tenant thereunder prior to the Closing Date. Seller makes no representations and assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by any Tenant. The removal of a Tenant prior to the Closing Date, whether by summary proceedings (or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim on the part of Purchaser; provided, however, Purchaser shall have the right within ten (10) days of the removal of any Tenant as Purchaser's sole and exclusive remedy, to terminate this Agreement and receive a refund of any portion of the Xxxxxxx Money Deposit previously tendered by Purchaser to the Escrow Agent, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate pursuant to this Section 7.1(e) and Purchaser shall proceed to Closing without credit against, or reduction of, the Purchase Price.

Leasing Arrangements. From During the Effective Date through Closing pendency of this Agreement, Seller will continue to lease and otherwise operate the Property in accordance with Seller’s usual custom and practice; provided, however, that after the date that is three (3) business days prior to the "Contract expiration of the Due Diligence Period"), Seller will not voluntarily amend, terminate or enter into any Lease without Purchaser's ’s prior written consent in each instance, which consent shall not be unreasonably withheld, conditioned or delayed. Seller will not amend shall provide Purchaser with a copy of any executed term sheet or terminate any existing Lease or enter into executed letter of intent for any new Lease without Purchaser's prior written consent and for any renewal, extension or early termination of an existing Lease (which may provided, however, that if such renewal, extension or early termination is made pursuant to an express right in the existing Lease, then Seller shall not be given required to provide such term sheet or withheld letter of intent to the extent that all rental amounts payable during the renewal or extension term, or fees payable in its sole connection with the early termination, are set forth with specificity in the existing Lease and absolute discretionare not being modified). Without limiting the foregoing, Purchaser agrees to give Seller written notice of approval or disapproval of a proposed amendment, termination or new Lease within three (3) business days after Purchaser’s receipt of (i) a copy of such amendment, termination or Lease, (ii) any reasonably relevant supporting documentation, including without limitation thereonfinancial information, any in Seller’s possession, (iii) Seller’s written request for approval, and all Leases (iv) information regarding tenant improvement costs and brokerage commissions to be entered into during incurred with respect to the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchaseramendment, termination or Lease. If Purchaser fails to grant timely deliver a written notice of approval or withhold its consent to any proposed Lease within five (5) days of receipt thereofdisapproval, Purchaser shall be deemed to have consented to such Lease. Notwithstanding anything contained herein to the contrary, Purchaser's consent shall not be required with respect to any renewal Lease or consent to a sublease or assignment of Lease which Seller, as a matter of law or by a Lease, shall be required to deliver. Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against any Tenant or terminate any Lease as a result of a default by the tenant thereunder prior to the Closing Date. Seller makes no representations and assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by any Tenant. The removal of a Tenant prior to the Closing Date, whether by summary proceedings (or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim on the part of Purchaser; provided, however, Purchaser shall have the right within ten (10) days of the removal of any Tenant as Purchaser's sole and exclusive remedy, to terminate this Agreement and receive a refund of any portion of the Xxxxxxx Money Deposit previously tendered by Purchaser to the Escrow Agent, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived provided its right to terminate pursuant to this Section 7.1(e) and Purchaser shall proceed to Closing without credit against, or reduction of, the Purchase Priceapproval.

Leasing Arrangements. From During the Effective Date through Closing (pendency of this Agreement, neither Seller will enter into any lease affecting the "Contract Period")Property owned by such Seller, or modify or amend in any material respect, or terminate, the existing Leases without Purchaser's ’s prior written consent in each instance, which consent, prior to the end of the Inspection Period, shall not be unreasonably withheld, delayed or conditioned and which shall be deemed given unless withheld by written notice to such Seller will not amend given within five (5) Business Days after Purchaser’s receipt of such Seller’s written request therefor, each of which requests shall be accompanied by a copy of any proposed modification or terminate any amendment of an existing Lease or enter into of any new lease that such Seller wishes to execute between the Effective Date and the Closing Date, including, without limitation, a description of any Tenant Inducement Costs and leasing commissions associated with any proposed renewal or expansion of an existing Lease without Purchaser's prior written consent (which or with any such new lease, as well as any additional information regarding such proposed transaction as Purchaser may be given or withheld in its sole and absolute discretion). Without limitation thereon, any and all Leases to be entered into during the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchaserreasonably request. If Purchaser fails to grant notify such Seller in writing of its approval or withhold its consent to any proposed Lease disapproval within said five (5) days of receipt thereofBusiness Day period, such failure by Purchaser shall be deemed to have consented to be the approval of Purchaser. After the end of the Inspection Period, neither Seller shall enter into any lease affecting the Property owned by such Lease. Notwithstanding anything contained herein to the contrary, Purchaser's consent shall not be required with respect to any renewal Lease or consent to a sublease or assignment of Lease which Seller, as a matter of law or by a Leasemodify or amend in any respect, shall be required to deliver. Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against any Tenant or terminate any Lease as a result of a default by the tenant thereunder existing Leases without Purchaser’s prior to the Closing Datewritten consent in each instance, which consent may be withheld in Purchaser’s sole discretion. Seller makes no representations and assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by any Tenant. The removal of a Tenant prior to the Closing Date, whether by summary proceedings (or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim on the part of Purchaser; provided, howeverAt Closing, Purchaser shall have reimburse the right within ten (10) days of the removal applicable Seller for any Tenant Inducement Costs or leasing commissions actually incurred by such Seller pursuant to a renewal or expansion of any Tenant as Purchaser's sole and exclusive remedy, to terminate this Agreement and receive a refund of any portion of existing Lease after the Xxxxxxx Money Deposit previously tendered Effective Date or new lease approved (or deemed approved) by Purchaser to the Escrow Agenthereunder, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate pursuant to this Section 7.1(e) and Purchaser shall proceed assume any such new lease and shall assume the obligations of such Seller thereunder, including the obligation to pay any Tenant Inducement Costs and leasing commissions. Purchaser’s obligation to pay the Tenant Inducement Costs and leasing commissions as provided for in this paragraph shall only apply if the transactions contemplated under this Agreement close and the Closing without credit against, or reduction of, the Purchase Priceoccurs.

Leasing Arrangements. From Prior to the Effective Date through Closing (the "Contract Period")Examination Date, Seller may, without Purchaser's prior written consent in each instance’s consent, Seller will not amend or terminate any existing Lease or enter into any new Lease without Purchaser's prior written consent (which may be given or withheld Tenant Leases, amendments, expansions and renewals in its Seller’s sole and absolute discretion). Without limitation thereonSeller shall, any and all Leases to be entered into during the Contract Period shall be on Seller's standard lease form delivered however, provide written notice to Purchaser of any such Tenant Leases, amendments, expansions or renewals, and otherwise on terms and conditions acceptable shall promptly provide copies to Purchaser. If Purchaser fails to grant or withhold its consent to any proposed Lease within of same but in no event later than five (5) business days prior to the Examination Date. After the Examination Date, if this Agreement has not been terminated pursuant to Section 15.2 or otherwise, Seller shall obtain Purchaser’s consent before entering into any Tenant Lease, amendment, expansion, or renewal, which consent shall be granted or withheld in Purchaser’s sole discretion; provided, that Purchaser’s consent shall not be required for any amendments, expansions or renewals that are pursuant to Tenant Lease provisions in effect as of receipt thereof, the Execution Date and which are unilaterally exercisable by a tenant. Purchaser shall be deemed to have consented to such Lease. Notwithstanding anything contained herein to the contrary, Purchaser's consent shall not be required with respect to any renewal Lease or consent to a sublease or assignment of Lease which Seller, as a matter of law or by a Tenant Lease, shall be amendment, expansion, or renewal for which Purchaser’s consent is required hereunder if it has not notified Seller specifying with particularity the matters to deliver. Notwithstanding anything to the contrary contained in this Agreementwhich Purchaser reasonably objects within five (5) business days after its receipt of Seller’s written request for consent, Seller reserves the right, but is not obligated, to institute summary proceedings against any Tenant or terminate any Lease as together with a result of a default by the tenant thereunder prior to the Closing Date. Seller makes no representations and assumes no responsibility with respect to the continued occupancy description of the Property or any part thereof by any Tenant. The removal of a Tenant prior to the Closing Date, whether by summary proceedings (or any written agreement accepting surrender or termination pertinent business terms of the Lease subsequent to the commencement of such summary proceedings) or unilateral act of such TenantLease, shall not give rise to any claim on the part of Purchaser; providedamendment, however, Purchaser shall have the right within ten (10) days of the removal of any Tenant as Purchaser's sole and exclusive remedy, to terminate this Agreement and receive a refund of any portion of the Xxxxxxx Money Deposit previously tendered by Purchaser to the Escrow Agent, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate pursuant to this Section 7.1(e) and Purchaser shall proceed to Closing without credit againstexpansion, or reduction of, the Purchase Pricerenewal.

Leasing Arrangements. From Prior to the Effective Date through Closing (expiration of the "Contract Due Diligence Period"), Seller may without PurchaserBuyer's consent enter into new leases of space in the Real Property and amendments, expansions and renewals of the Lease, provided that Seller provides Buyer with prior written consent in each instancenotice of the same. Following the expiration of the Due Diligence Period, Seller will shall obtain Buyer's consent, which Buyer shall not amend unreasonably withhold or terminate any existing Lease or enter delay, before entering into any new lease of space in the Real Property and before entering into a Lease without Purchaser's prior written consent (which may be given amendment, expansion, or withheld in its sole and absolute discretion)renewal. Without limitation thereon, any and all Leases to be entered into during the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchaser. If Purchaser fails to grant or withhold its consent to any proposed Lease within five (5) days of receipt thereof, Purchaser Buyer shall be deemed to have consented to such Leaseany new lease or any Lease amendment, expansion, or renewal if it has not notified Seller specifying with particularity the matters to which Buyer reasonably objects, within 5 days after its receipt of Seller's written request for consent, together with a copy of the Lease amendment, expansion, or renewal or the new lease. Notwithstanding anything contained herein to At the contraryClose of Escrow, Purchaser's consent Buyer shall not be required reimburse Seller for commissions, legal fees, the cost of tenant improvements, and all other leasing costs and expenses paid by Seller with respect to any renewal all other Lease amendments, expansions or consent renewals or new leases that were entered into pursuant to a sublease or assignment this SECTION 5.3 and, at Close of Escrow, shall assume in writing (pursuant to the Assignment of Lease which and Contracts and Xxxx of Sale) Seller, as a matter of law 's obligations (whether arising before or by a Lease, shall be required to deliver. Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against any Tenant or terminate any Lease as a result of a default by the tenant thereunder prior to after the Closing Date. Seller makes no representations ) under such new leases and assumes no responsibility with respect to the continued occupancy of the Property Lease amendments, expansions or any part thereof by any Tenant. The removal of a Tenant prior to the Closing Date, whether by summary proceedings (or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim on the part of Purchaser; provided, however, Purchaser shall have the right within ten (10) days of the removal of any Tenant as Purchaser's sole and exclusive remedy, to terminate this Agreement and receive a refund of any portion of the Xxxxxxx Money Deposit previously tendered by Purchaser to the Escrow Agent, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate pursuant to this Section 7.1(e) and Purchaser shall proceed to Closing without credit against, or reduction of, the Purchase Pricerenewals.

Leasing Arrangements. From Seller may, upon notice to Buyer, but without Buyer's consent, enter into subleases to the Effective Date through Closing extent required by existing leases (i.e. Seller's consent is not required or must be granted). Prior to the "Contract expiration of the Due Diligence Period"), without Purchaser's Seller may enter into new leases of space in the Real Property and amendments, expansions and renewals of the Leases, provided that Seller provides Buyer with prior written consent notice of the same on or before the expiration of the Due Diligence Period and provided that Buyer approves the same in each instancewriting, which approval shall not be unreasonably withheld or delayed. Following the expiration of the Due Diligence Period, Seller will not amend shall obtain Buyer's consent, which Buyer may withhold or terminate any existing Lease or enter delay in its sole discretion, before entering into any new lease of space in the Real Property and before entering into a Lease without Purchaser's prior written consent (which may be given amendment, expansion, or withheld in its sole and absolute discretion)renewal. Without limitation thereon, any and all Leases to be entered into during the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchaser. If Purchaser fails to grant or withhold its consent to any proposed Lease within five (5) days of receipt thereof, Purchaser Buyer shall be deemed to have consented to such Leaseany new lease or any Lease amendment, expansion, or renewal if it has not notified Seller specifying with particularity the matters to which Buyer reasonably objects, within 7 days after its receipt of Seller's written request for consent, together with a copy of the Lease amendment, expansion, or renewal or the new lease. Notwithstanding anything contained herein to At the contraryClose of Escrow, Purchaser's consent Buyer shall not be required reimburse Seller for the following in connection with the new Leases hereafter entered into as permitted by the terms of this Agreement: commissions, and the cost of tenant improvements, paid by Seller with respect thereto and with respect to any renewal all other Lease amendments, expansions or consent to a sublease renewals or assignment of Lease which Seller, as a matter of law or by a Lease, shall be required to deliver. Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against any Tenant or terminate any Lease as a result of a default by the tenant thereunder prior to the Closing Date. Seller makes no representations and assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by any Tenant. The removal of a Tenant prior to the Closing Date, whether by summary proceedings (or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim on the part of Purchaser; provided, however, Purchaser shall have the right within ten (10) days of the removal of any Tenant as Purchaser's sole and exclusive remedy, to terminate this Agreement and receive a refund of any portion of the Xxxxxxx Money Deposit previously tendered by Purchaser to the Escrow Agent, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate new leases that were entered into pursuant to this Section 7.1(e5.3 and, at Close of Escrow, shall assume in writing (pursuant to the Assignment of Leases and Contracts and Xxxx of Sale) Seller's obligations under such commission agreements and Purchaser shall proceed to Closing without credit against, or reduction of, the Purchase Pricecontracts for tenant improvements.

Leasing Arrangements. From Prior to the Effective Date through Closing (earlier to occur of the "Contract Period"), without Purchaser's prior written consent in each instanceexpiration of the Due Diligence Period or Buyer’s exercise of the Option, Seller will shall obtain Buyer’s consent, which Buyer shall not amend unreasonably withhold or terminate any existing Lease or delay, to enter into any new leases of space in the Real Property and amendments, expansions and renewals of the Leases. Following the earlier to occur of the expiration of the Due Diligence Period or Buyer’s exercise of the Option, except for the New and Pending Lease without Purchaser's prior written Transactions, Seller shall obtain Buyer’s consent (which Buyer may be given or withheld withhold in its sole and absolute discretion). Without limitation thereon) before entering into any new lease of space in the Real Property and before entering into a Lease amendment, any expansion, or renewal; provided, however, in the event Buyer terminates this Agreement under Section 7.1 of this Agreement due to Seller’s failure to comply with this Section 5.3, then the Option Payment and all Leases interest accrued thereon shall promptly be refunded to be entered into during Buyer. Notwithstanding the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchaser. If Purchaser fails to grant or withhold its consent to any proposed Lease within five (5) days of receipt thereofforegoing, Purchaser Buyer shall be deemed to have consented to such Lease. Notwithstanding anything contained herein any new lease or any Lease amendment, expansion, or renewal if it has not notified Seller specifying with particularity the matters to which Buyer reasonably objects, within five (5) days after its receipt of Seller’s written request for consent, together with a copy of the contraryLease amendment, Purchaser's expansion, or renewal or the new lease; provided, however, Buyer’s consent shall not be required for any Lease amendment, expansion and/or extension which is provided for in the Lease and with respect to which Seller does not have any renewal Lease or consent to a sublease or assignment discretion. At the Close of Lease which SellerEscrow, as a matter (a) Buyer shall reimburse Seller for commissions, legal fees, the cost of law or tenant improvements, and all other leasing costs and expenses paid by a Lease, shall be required to deliver. Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against any Tenant or terminate any Lease as a result of a default by the tenant thereunder prior to the Closing Date. Seller makes no representations and assumes no responsibility with respect to the continued occupancy of the Property all New and Pending Lease Transactions entered into and listed on Schedule 1-1 attached hereto and with respect to all other Lease amendments, expansions or any part thereof by any Tenant. The removal of a Tenant prior to the Closing Date, whether by summary proceedings (renewals or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim on the part of Purchaser; provided, however, Purchaser shall have the right within ten (10) days of the removal of any Tenant as Purchaser's sole and exclusive remedy, to terminate this Agreement and receive a refund of any portion of the Xxxxxxx Money Deposit previously tendered by Purchaser to the Escrow Agent, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate new leases that were entered into pursuant to this Section 7.1(e5.3 between the Effective Date and the Close of Escrow, (b) and Purchaser Buyer shall proceed be entitled to Closing without a credit against, or reduction of, towards the Purchase PricePrice equal to the leasing commissions, tenant improvement allowances and free rent credits referred to in Schedule 1-2 attached hereto to the extent such transaction has been entered into and the amounts set forth on Schedule 1-2 attached hereto remain unpaid and due and owing as of the Close of Escrow, and (c) Buyer shall assume in writing (pursuant to the Assignment of Leases and Contracts and Xxxx of Sale) Seller’s obligations (whether arising before or after the Closing Date) under the Leases referred to in Schedule 1-1 and Schedule 1-2 attached hereto (to the extent they have been entered into), and all new leases and Lease amendments, expansions or renewals entered into in accordance with the terms of this Agreement.

Leasing Arrangements. From the Effective Date through Closing (the "Contract Period")Seller shall obtain Buyer’s consent, without Purchaser's prior written consent in each instancewhich Buyer shall not unreasonably withhold or delay, Seller will not amend or terminate any existing Lease or enter before entering into any new lease of space in the Property and before entering into a Lease without Purchaser's prior written consent (which may be given amendment, expansion, or withheld in its sole and absolute discretion)renewal. Without limitation thereon, any and all Leases to be entered into during the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchaser. If Purchaser fails to grant or withhold its consent to any proposed Lease within five (5) days of receipt thereof, Purchaser Buyer shall be deemed to have consented to such Leaseany new lease or any Lease amendment, expansion, or renewal if it has not notified Seller specifying with particularity the matters to which Buyer reasonably objects, within five (5) days after its receipt of Seller’s written request for consent, together with a copy of the Lease amendment, expansion, or renewal or the new lease. Notwithstanding anything contained herein to At the contraryClose of Escrow, Purchaser's consent (a) Buyer shall not be required reimburse Seller for commissions, legal fees, the cost of tenant improvements, and all other leasing costs and expenses paid by Seller with respect to any renewal all New and Pending Lease or consent to a sublease or assignment of Lease which Seller, as a matter of law or by a Lease, shall be required to deliver. Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against any Tenant or terminate any Lease as a result of a default by the tenant thereunder prior to the Closing Date. Seller makes no representations Transactions entered into and assumes no responsibility listed on Schedule 1-1 attached hereto and with respect to the continued occupancy of the Property all other Lease amendments, expansions or any part thereof by any Tenant. The removal of a Tenant prior to the Closing Date, whether by summary proceedings (renewals or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim on the part of Purchaser; provided, however, Purchaser shall have the right within ten (10) days of the removal of any Tenant as Purchaser's sole and exclusive remedy, to terminate this Agreement and receive a refund of any portion of the Xxxxxxx Money Deposit previously tendered by Purchaser to the Escrow Agent, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate new leases that were entered into pursuant to this Section 7.1(e5.3 between the Effective Date and the Close of Escrow, (b) and Purchaser Buyer shall proceed be entitled to Closing without a credit against, or reduction of, towards the Purchase PricePrice equal to the leasing commissions, tenant improvement allowances and free rent credits referred to in Schedule 1-2 attached hereto to the extent such transaction has been entered into and the amounts set forth on Schedule 1-2 attached hereto remain unpaid and due and owing as of the Close of Escrow, and (c) Buyer shall assume in writing (pursuant to the Assignment of Leases and Contracts and Xxxx of Sale) Seller’s obligations (whether arising before or after the Closing Date) under the Leases referred to in Schedule 1-1 and Schedule 1-2 attached hereto (to the extent they have been entered into), and ADMIN 35315890v4 all new leases and Lease amendments, expansions or renewals entered into in accordance with the terms of this Agreement.

Leasing Arrangements. From Seller shall not (i) enter into or permit any Owner to enter into any new Lease or Ground Lease or any amendments, modifications, expansions or renewals of any existing Lease or Ground Lease (or any memorandums thereof), (ii) consent to or permit any Owner to consent to any request made by a Tenant or Third-Party Ground Lessor under the Effective Date through Closing applicable Lease or Ground Lease or (the "Contract Period")iii) waive in writing or permit any Owner to waive in writing any provisions of any such Lease or Ground Lease, in each case, without Purchaser's prior written consent in each instanceconsent, Seller will not amend or terminate any existing Lease or enter into any new Lease without Purchaser's prior written consent (which may be given or withheld in its sole and absolute discretion). Without limitation thereon, any and all Leases to be entered into during the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchaser. If Purchaser fails to grant or withhold its consent to any proposed Lease within five (5) days of receipt thereof, Purchaser shall be deemed to have consented to such Lease. Notwithstanding anything contained herein to the contrary, Purchaser's consent shall not be required with respect to any renewal Lease unreasonably withheld, conditioned or consent to a sublease or assignment of Lease which Seller, as a matter of law or by a Lease, shall be required to deliver. Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against any Tenant or terminate any Lease as a result of a default by the tenant thereunder prior to the Closing Date. Seller makes no representations and assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by any Tenant. The removal of a Tenant prior to the Closing Date, whether by summary proceedings (or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim on the part of Purchaserdelayed; provided, however, Purchaser no such consent shall be required and Seller shall have the right within ten to enter into or cause the applicable Owner to enter into any amendments, modifications, expansions or renewals of any Lease or Ground Lease or grant any consents thereunder (10x) days that are expressly required by the terms of any Lease or Ground Lease in effect as of the removal Effective Date as a matter of right for the applicable Tenant or Third-Party Ground Lessor, (y) with respect to the granting of consent only, if the Lease or Ground Lease expressly provides that the applicable Owner’s consent shall not be unreasonably withheld to a request by the applicable Tenant or Third-Party Ground Lessor or (z) that are entered into in connection with rectifying issues related to the description of the property that is the subject of the Leases and Ground Leases related to the Metalsa Properties (it being agreed that in connection therewith Seller also may cause the applicable Owner to exercise the option to purchase the Metalsa Properties and any amendments that apply to 750 and 730 (and are made in accordance with this Agreement) may apply to any or all other Leases and Ground Leases affecting any other Properties in which Metalsa has a fee or leasehold interest) (each, a “Permitted Lease Modification”). Seller shall deliver to Purchaser (a) a copy of any Tenant as Purchaser's sole Permitted Lease Modification (including, without limitation, any documents evidencing the option to purchase the Metalsa Properties) within two (2) Business Days after the execution and exclusive remedy, to terminate this Agreement delivery thereof and receive a refund (b) copies of any portion material written correspondence (including emails) delivered by any Owner to, or received by any Owner from, any Tenant or Third-Party Ground Lessor within two (2) Business Days after the delivery or receipt thereof, including, without limitation, any notice of the Xxxxxxx Money Deposit previously tendered by Purchaser default, any material correspondence related to the Escrow AgentMetalsa Defaults, whereupon this Agreement shall terminate and any formal, written request for consent in the parties shall have no further rights and obligations manner required by the applicable Ground Lease or Lease or any response from Seller or any Owner to one another except any such request for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate pursuant to this Section 7.1(e) and Purchaser shall proceed to Closing without credit against, or reduction of, the Purchase Priceconsent.

Leasing Arrangements. From After the Effective Date through Closing (the "Contract Period"), without Purchaser's prior written consent in each instanceDate, Seller will shall obtain Buyer's consent, which Buyer shall not amend unreasonably withhold or terminate any existing Lease or enter delay, before entering into any new lease of space in the Real Property and before entering into a Lease without Purchaser's prior written consent (which may be given amendment, expansion, or withheld in its sole and absolute discretion)renewal. Without limitation thereon, any and all Leases to be entered into during the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchaser. If Purchaser fails to grant or withhold its consent to any proposed Lease within five (5) days of receipt thereof, Purchaser Buyer shall be deemed to have consented to such Leaseany new lease or any Lease amendment, expansion, or renewal if it has not notified Seller specifying with particularity the matters to which Buyer reasonably objects, within two (2) days after its receipt of Seller's written request for consent, together with a copy of the Lease amendment, expansion, or renewal or the new lease. Notwithstanding anything contained herein to At the contraryClosing, Purchaser's consent Buyer shall not be required reimburse Seller for commissions, legal fees, the cost of tenant improvements, and all other leasing costs and expenses paid by Seller with respect to any renewal all Lease amendments, expansions or consent to a sublease renewals or assignment of new leases that were entered into after the Effective Date ("New Lease which SellerTransactions") and, as a matter of law or by a Leaseat Closing, shall be required to deliver. Notwithstanding anything assume in writing (pursuant to the contrary contained in this Agreement, Seller reserves Assignment of Leases and Contracts and Xxxx of Sale) Seller's obligations (whether arising before or after the right, but is not obligated, to institute summary proceedings against any Tenant Effective Date or terminate any Lease as a result of a default by the tenant thereunder prior to the Closing Date) under such new leases and Lease amendments, expansions or renewals. Seller makes no representations At the Closing, Buyer shall be entitled to a credit equal to all unpaid leasing costs and assumes no responsibility with respect all free rent under those New Lease Transactions and Buyer shall assume in writing (pursuant to the continued occupancy Assignment of the Property Leases and Contracts and Xxxx of Sale) Seller's obligations (whether arising before or any part thereof by any Tenant. The removal of a Tenant prior to after the Closing Date, whether by summary proceedings (or any written agreement accepting surrender or termination of the ) under such New Lease subsequent to the commencement of such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim on the part of Purchaser; provided, however, Purchaser shall have the right within ten (10) days of the removal of any Tenant as Purchaser's sole and exclusive remedy, to terminate this Agreement and receive a refund of any portion of the Xxxxxxx Money Deposit previously tendered by Purchaser to the Escrow Agent, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate pursuant to this Section 7.1(e) and Purchaser shall proceed to Closing without credit against, or reduction of, the Purchase PriceTransactions.

Leasing Arrangements. From During the Effective Date through Closing pendency of this Agreement except as provided in this clause (the "Contract Period"a), Seller will not enter into any lease, license or other occupancy agreement affecting the Asset, or modify, amend, or terminate, any of the existing Leases without Purchaser's ’s prior written consent in each instance, Seller each of which requests will not amend be accompanied by a copy of any proposed modification or terminate any amendment of an existing Lease or enter into of any new Lease that Seller wishes to execute between the Effective Date and the Closing Date, including, without Purchaser's prior written consent (which may be given or withheld in its sole limitation, a description of any Tenant Concessions, free rent and absolute discretion). Without limitation thereon, any and all Leases to be entered into during the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchaser. If Purchaser fails to grant or withhold its consent to Leasing Commissions associated with any proposed renewal or expansion of an existing Lease within five (5) days of receipt thereof, Purchaser shall be deemed to have consented to or with any such new Lease. Notwithstanding anything contained herein any other provision of this Agreement to the contrary, Purchaser's ’s consent shall is not be required for managerial activities related to the Leases conducted in the ordinary course, such as providing estoppel certificates and executing agreements establishing critical lease dates (such as commencement dates, rent commencement dates, expiration dates, etc., but excluding (i) any action relating to common area maintenance or other tenant reimbursables with respect to a tenant or other occupant of the Asset that would impact any renewal period after the Effective Date, except to the extent approved as an Approved Lease (as hereinafter defined), or consent (ii) the granting of any concession to a sublease tenant or assignment other occupant of Lease which Sellerthe Asset for (or impacting) any period after the Effective Date, as a matter of law or by a Lease, shall be required to deliver. Notwithstanding anything except to the contrary contained in this Agreement, extent approved as an Approved Lease. Seller reserves the rightwill deliver copies of all of such documents promptly to Purchaser, but is in all events not obligated, to institute summary proceedings against any Tenant or terminate any Lease as a result of a default by the tenant thereunder later than five (5) Business Days prior to the Closing DateClosing. With regard to all correspondence to and from Seller makes no representations and assumes no responsibility with respect Purchaser relating to the continued occupancy of the Property or any part thereof by any Tenant. The removal of a Tenant prior to the Closing Date, whether by summary proceedings (or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim on the part of Purchaser; provided, however, Purchaser shall have the right within ten (10) days of the removal of any Tenant as Purchaser's sole and exclusive remedy, to terminate this Agreement and receive a refund of any portion of the Xxxxxxx Money Deposit previously tendered by Purchaser to the Escrow Agent, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate leasing activities pursuant to this Section 7.1(e4.4(a), it is agreed that the correspondence may be given by e-mail to Xxxxxxxx X. De Xx Xxxxxx (xxxxxxxx.x.xxxxxxxxxx@xxxxxxxx.xxx) of Seller and Xxxxx Xxxxxxxx (xxxxxxxxxxxxx@xxxxxxxxxxxxxxxxx.xxx) of Purchaser shall proceed to Closing without credit against, or reduction of, so that the Purchase Pricetimeliness of information sharing and response on these matters will be enhanced.

Leasing Arrangements. From (A) Following the Effective Date through Closing (the "Contract Period")Date, without Purchaser's Seller shall obtain Buyer’s prior written consent in each instanceconsent, Seller will not amend or terminate any existing Lease or enter into any new Lease without Purchaser's prior written consent (which may be given or withheld in its Buyer’s sole and absolute discretion). Without , before entering into any new lease of space in the Real Property and before entering into a Lease amendment, expansion, or renewal, including without limitation thereon, any the New and all Leases Pending Lease Transactions (to be the extent not yet entered into during by Seller as of the Contract Period Effective Date); provided, however, Buyer’s consent shall not be required for any Lease amendments entered into by Seller to the extent expressly required under the applicable Lease that is being amended. Buyer shall be on Seller's standard deemed to have disapproved of any new lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchaser. If Purchaser fails to grant or withhold its consent to any proposed Lease amendment, expansion, or renewal if it has not notified Seller specifying Buyer’s approval of same, within five (5) days after its receipt of receipt thereofSeller’s written request for consent, Purchaser together with a copy of the Lease amendment, expansion, or renewal or the new lease. At the Close of Escrow, (a) Buyer shall be deemed to have consented to such Lease. Notwithstanding anything contained herein to reimburse Seller for commissions, legal fees, the contrarycost of tenant improvements, Purchaser's consent shall not be required with respect to any renewal Lease or consent to a sublease or assignment of Lease which Seller, as a matter of law or and all other leasing costs (other than free rent) and expenses paid by a Lease, shall be required to deliver. Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against any Tenant or terminate any Lease as a result of a default by the tenant thereunder prior to the Closing Date. Seller makes no representations and assumes no responsibility with respect to the continued occupancy New and Pending Lease Transactions that are actually entered into in accordance with this Agreement and listed on, and consistent with, Schedule 1-1 attached hereto, and with respect to all other Lease amendments, expansions or renewals or new leases that were entered into pursuant to this Section 5.3 (to the extent such leasing costs are set forth in such Lease amendment, expansion or renewal or new lease or otherwise disclosed to Buyer in writing at the time such new lease or lease amendment is entered into) between the Effective Date and the Close of Escrow, (b) Buyer shall be entitled to a credit towards the Property or any part thereof by any Tenant. The removal of a Tenant prior Purchase Price equal to the leasing commissions and tenant improvement allowances (available to the applicable tenant from and after the Closing Date, whether by summary proceedings ) (i) referred to in Schedule 1-2 attached hereto to the extent such transactions have been entered into and the amounts set forth on Schedule 1-2 attached hereto remain unpaid (or any written agreement accepting surrender or termination unutilized, as the case may be) as of the Lease subsequent to the commencement Close of such summary proceedings) or unilateral act of such TenantEscrow, except Buyer shall not give rise be entitled to any claim on the part of Purchaser; provided, however, Purchaser shall have the right within ten (10) days of the removal of any Tenant as Purchaser's sole and exclusive remedy, to terminate this Agreement and receive a refund of credit at Closing for any portion of the Xxxxxxx Money Deposit previously tendered by Purchaser $235,170 tenant improvement allowance for Jefferson Apartment Group, LLC (which tenant improvement allowance is addressed in Section 5.3B below), and (ii) to the Escrow Agent, whereupon this Agreement shall terminate extent arising out of an agreement entered into by Seller and the parties same is not an item for which Seller is entitled to a credit under Schedule 1-1, and (c) at Close of Escrow, Buyer shall assume in writing (pursuant to the Assignment of Leases and Contracts and Xxxx of Sale) Seller’s obligations (whether arising before or after the Closing Date) under the Leases referred to in Schedules 1-1 and 1-2 attached hereto (to the extent they have no further rights and been entered into in accordance with the terms of this Agreement, other than obligations to one another except pay leasing commissions and/or tenant improvement allowances in excess of amounts for those obligations expressly stated herein to survivewhich Buyer is receiving a credit, unless any such leasing commissions and/or tenant improvement allowances are set forth in Schedule 1-1 attached hereto), and all new leases and Lease amendments, expansions or renewals entered into in accordance with the terms of this Agreement. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate pursuant to The provisions of this Section 7.1(e5.3(A) shall survive the Closing and Purchaser shall proceed to Closing without credit againstdelivery of the Deed through September 30, or reduction of, the Purchase Price2017.

Leasing Arrangements. From Except for the Effective Date through Closing (the "Contract Period"), without Purchaser's prior written consent in each instanceNew and Pending Lease Transactions, Seller will not amend shall obtain Buyer’s consent, which Buyer may withhold or terminate any existing Lease or enter delay in Buyer’s sole discretion, before entering into any new lease of space in the Real Property and before entering into a Lease without Purchaser's prior written amendment, expansion, or renewal; provided, however, Buyer’s consent (shall not be required for any Lease amendment, expansion and/or extension which may be given or withheld is provided for in its sole the Lease and absolute with respect to which Seller does not have any discretion). Without limitation thereon, any and all Leases to be entered into during the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchaser. If Purchaser fails to grant or withhold its consent to any proposed Lease within five (5) days of receipt thereof, Purchaser Buyer shall be deemed to have consented to such Leaseany new lease or any Lease amendment, expansion, or renewal if it has not notified Seller specifying with particularity the matters to which Buyer reasonably objects, within five (5) days after its receipt of Seller’s written request for consent, together with a copy of the Lease amendment, expansion, or renewal or the new lease. Notwithstanding anything contained herein to At the contraryClose of Escrow, Purchaser's consent (a) Buyer shall not be required reimburse Seller for commissions, legal fees, the cost of tenant improvements, and all other leasing costs and expenses paid by Seller with respect to any renewal all New and Pending Lease or consent to a sublease or assignment of Lease which Seller, as a matter of law or by a Lease, shall be required to deliver. Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against any Tenant or terminate any Lease as a result of a default by the tenant thereunder prior to the Closing Date. Seller makes no representations Transactions entered into and assumes no responsibility listed on Schedule 1-1 attached hereto and with respect to the continued occupancy of the Property all other Lease amendments, expansions, or any part thereof by any Tenant. The removal of a Tenant prior to the Closing Date, whether by summary proceedings (renewals or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim on the part of Purchaser; provided, however, Purchaser shall have the right within ten (10) days of the removal of any Tenant as Purchaser's sole and exclusive remedy, to terminate this Agreement and receive a refund of any portion of the Xxxxxxx Money Deposit previously tendered by Purchaser to the Escrow Agent, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate new leases that were entered into pursuant to this Section 7.1(e5.3, (b) and Purchaser Buyer shall proceed be entitled to Closing without a credit against, or reduction of, towards the Purchase PricePrice equal to the leasing commissions and tenant improvement allowances referred to in Schedule 1-2 attached hereto to the extent the same remains unpaid as of the Close of Escrow, and (c) Buyer shall assume in writing (pursuant to the Assignment of Leases and Contracts and Xxxx of Sale) Seller’s obligations (whether arising before or after the Closing Date) under such new leases and Lease amendments, expansions or renewals.

Leasing Arrangements. From Each Seller shall obtain the Effective Date through Closing (the "Contract Period")applicable Buyer’s consent, without Purchaser's prior written which consent in each instanceshall not unreasonably withheld or delayed, Seller will not amend or terminate any existing Lease or enter before entering into any new lease of space in any Real Property and before entering into a Lease without Purchaser's prior written consent (which may be given amendment, expansion, or withheld in its sole and absolute discretion)renewal. Without limitation thereon, any and all Leases to be entered into during the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchaser. If Purchaser fails to grant or withhold its consent to any proposed Lease within five (5) days of receipt thereof, Purchaser Buyer shall be deemed to have consented to such Leaseany new lease or any Lease amendment, expansion, or renewal if it has not notified the applicable Seller specifying with particularity the matters to which Buyer reasonably objects, within five (5) days after its receipt of Seller’s written request for consent, together with a copy of the Lease amendment, expansion, or renewal or the new lease. Notwithstanding anything contained herein to At the contraryClose of Escrow, Purchaser's consent Buyer shall not be required reimburse Seller for commissions, legal fees, the cost of tenant improvements, and all other leasing costs and expenses paid by Seller with respect to any renewal all new leases and all other Lease amendments, expansions or consent to a sublease renewals or assignment new leases that were entered into after the Effective Date and, at Close of Lease which Seller, as a matter of law or by a LeaseEscrow, shall be required to deliver. Notwithstanding anything assume in writing (pursuant to the contrary contained in this Agreementapplicable Assignment of Leases and Contracts and Xxxx of Sale) Seller’s ACTIVE 31157768v21 ‑8‑ obligations (whether arising before or after the Closing Date) under such new leases and Lease amendments, expansions or renewals. Each Seller reserves the right, but is hereby agrees not obligated, to institute summary proceedings against any Tenant or terminate any Lease as a result except in the event of a tenant default by the tenant thereunder prior to the Closing Date. Seller makes no representations and assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by any Tenant. The removal of a Tenant prior to the Closing Date, whether by summary proceedings (or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim on the part of Purchaser; provided, however, Purchaser shall have the right within ten (10) days of the removal of any Tenant as Purchaser's sole and exclusive remedy, to terminate this Agreement and receive a refund of any portion of the Xxxxxxx Money Deposit previously tendered by Purchaser to the Escrow Agent, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate pursuant to this Section 7.1(e) and Purchaser shall proceed to Closing without credit against, or reduction of, the Purchase Pricethereunder.

Leasing Arrangements. From During the Effective Date through Closing (pendency of this Agreement Seller will not enter into any lease affecting the "Contract Period")Property, or modify or amend in any material respect, or terminate, any of the existing Leases without Purchaser's prior written consent in each instance, which consent, prior to the end of the Inspection Period, shall not be unreasonably withheld, delayed or conditioned and which shall be deemed given unless withheld by written notice to Seller will given within ten (10) Business Days after Purchaser's receipt of Seller's written request therefor, each of which requests shall be accompanied by a copy of any proposed modification or amendment of an existing Lease or of any new Lease that Seller wishes to execute between the Effective Date and the Closing Date, including, without limitation, a description of any Tenant Inducement Costs and leasing commissions associated with any proposed renewal or expansion of an existing Lease or with any such new Lease. If Purchaser fails to notify Seller in writing of its approval or disapproval within said ten (10) Business Day period, such failure by Purchaser shall be deemed to be the approval of Purchaser. After the end of the Inspection Period, Seller shall not enter into any lease affecting the Property, or modify or amend in any respect, or terminate any existing Lease or enter into any new Lease without Purchaser's prior written consent (in each instance, which consent may be given or withheld in its Purchaser's sole and absolute discretion). Without limitation thereon, any and all Leases Notwithstanding the foregoing to be entered into during the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchaser. If Purchaser fails to grant or withhold its consent to any proposed Lease within five (5) days of receipt thereofcontrary, Purchaser shall have no right to disapprove, and shall be deemed to have consented to approved, all renewals, extensions and expansions contained in any existing Lease and exercised by the Tenant under such Lease if on the exact terms contained in the existing Lease. Notwithstanding anything contained herein to the contrary, Purchaser's consent shall not be required with respect to any renewal Lease or consent to a sublease or assignment of Lease which Seller, as a matter of law or by a Lease, shall be required to deliver. Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against any Tenant or terminate any Lease as a result of a default by the tenant thereunder prior to the Closing Date. Seller makes no representations and assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by any Tenant. The removal of a Tenant prior to the Closing Date, whether by summary proceedings (or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim on the part of Purchaser; provided, howeverAt Closing, Purchaser shall have the right within ten (10) days of the removal reimburse Seller for any Tenant Inducement Costs, leasing commissions or other expenses, including reasonable attorneys' fees, actually incurred by Seller pursuant to a renewal or expansion of any Tenant as Purchaser's sole and exclusive remedy, to terminate this Agreement and receive existing Lease after the Effective Date or a refund of any portion of the Xxxxxxx Money Deposit previously tendered new Lease approved by Purchaser to hereunder (other than the Escrow Agent, whereupon this Agreement shall terminate lease with Xxxx and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate pursuant to this Section 7.1(e) and Purchaser shall proceed to Closing without credit against, or reduction of, the Purchase PriceXxxXxxx).

Leasing Arrangements. From During the Effective Date through Closing (the "Contract Period")pendency of this Agreement, Seller shall not, without Purchaser's prior written consent in each instance, Seller will not amend or terminate any existing Lease or enter into any new Lease without Purchaser's prior written ’s consent (which shall not be unreasonably withheld or delayed prior to the end of the Due Diligence Period and which may be given or withheld in its Purchaser’s sole and absolute discretiondiscretion thereafter), enter into new leases or amendments, expansions or renewals of existing Leases. Without limitation thereon, any and all Leases Prior to be entered into during the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchaser. If Purchaser fails to grant or withhold its consent to any proposed Lease within five (5) days end of receipt thereofthe Due Diligence Period, Purchaser shall be deemed to have consented to such any new lease or amendment, expansion, or renewal of an existing Lease if it has not notified Seller specifying with particularity the matters to which Purchaser reasonably objects, within 5 days after its receipt of Seller’s written request for consent, together with a copy of the Lease, amendment, expansion, or renewal and any and all related leasing commission agreements and obligations. Notwithstanding anything contained herein At Closing, Purchaser shall reimburse Seller to the contrary, Purchaser's consent shall not be required extent provided in Paragraph 6.2 for commissions and the cost of tenant improvements paid by Seller with respect to any renewal Lease new leases and amendments, expansions or consent renewals of existing Leases that were entered into pursuant to a sublease or assignment of Lease which this Paragraph 4.4 and shall assume in writing Seller, as a matter of law or by a Lease, shall be required to deliver. Notwithstanding anything ’s obligation under such commission agreements and contracts for tenant improvements if and to the contrary contained in extent expressly identified pursuant to this AgreementParagraph 4.4 and approved or deemed approved by Purchaser pursuant to this Paragraph 4.4 (any such commission agreements, Seller reserves the right, but is not obligated, to institute summary proceedings against “New Commission Agreements”). If the rent commencement date of any Tenant such new lease or terminate expansion or renewal of any existing Lease as a result of a default by the tenant thereunder prior to the Closing Date. Seller makes no representations and assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by any Tenant. The removal of a Tenant prior to falls before the Closing Date, whether the amount of commission and tenant improvements reimbursable by summary proceedings (or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim on the part of Purchaser; provided, however, Purchaser shall have the right within ten (10) days of the removal of any Tenant as Purchaser's sole and exclusive remedy, to terminate this Agreement and receive a refund of any portion of the Xxxxxxx Money Deposit previously tendered by Purchaser to the Escrow Agent, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed in the proportion that the length of the period from the rent commencement date to have waived its right the Closing Date bears to terminate pursuant the length of the period from the Closing Date to this Section 7.1(e) and Purchaser shall proceed the end of the noncancellable term applicable to Closing without credit againstsuch Lease, expansion or reduction of, the Purchase Pricerenewal.

Leasing Arrangements. From If after the Effective Date through Closing and prior to expiration of the Inspection Period, Seller enters into any new lease, or modifies, amends, or terminates any existing lease for the Property (the foregoing being collectively referred to as the "Contract PeriodNew Leasing Activities"), Seller shall deliver to Purchaser copies of written proposals for New Leasing Activities within three (3) Business Days of receipt thereof, and shall promptly deliver to Tenant true and correct copies of all final agreements and related materials in Seller’s possession pertaining to the New Leasing Activities within three (3) Business Days of execution thereof. Upon expiration of the Inspection Period, Seller will not enter into any lease affecting the Property, or modify or amend in any respect, or terminate, the existing Leases without Purchaser's ’s prior written consent in each instance, which consent shall not be unreasonably withheld, delayed or conditioned. Such approval shall be deemed given unless withheld by written notice to Seller will not amend given within three (3) Business Days after Purchaser’s receipt of Seller’s written request therefor. Each request for approval from Seller shall be accompanied by a copy of the terms of any proposed modification or terminate amendment of an existing Lease or of any new lease that Seller wishes to execute between the Effective Date and the Closing Date, including, without limitation, a description of any Tenant Inducement Costs and leasing commissions associated with any proposed renewal or expansion of any existing Lease or enter into with any such new Lease without Purchaser's prior written consent (which lease, as well as any additional information regarding such proposed transaction as Purchaser may be given or withheld in its sole and absolute discretion)reasonably request. Without limitation thereonIn addition, any and all Leases to be entered into during the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchaser. If Purchaser fails to grant or withhold its consent to any proposed Lease within five (5) days of receipt thereofat Closing, Purchaser shall be deemed reimburse Seller for all Tenant Inducement Costs and leasing commissions and free rent provided by Seller prior to have consented to such Lease. Notwithstanding anything contained herein to the contrary, Purchaser's consent shall not be required with respect to any renewal Lease or consent to a sublease or assignment of Lease which Seller, as a matter of law or by a Lease, shall be required to deliver. Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against any Tenant or terminate any Lease Closing (i) as a result of a default by any renewals or extensions or expansions of the tenant thereunder existing Leases or any new leases entered into after the Effective Date hereof and for which Purchaser received written notice thereof after the Effective Date, but prior to the Closing Date. Seller makes no representations and assumes no responsibility with respect to the continued occupancy expiration of the Property Inspection Period, and (ii) as a result of any renewals or extensions or expansions of the existing Leases or any part thereof by any Tenant. The removal of a Tenant prior to new leases entered into after the Closing Date, whether by summary proceedings (or any written agreement accepting surrender or termination expiration of the Lease subsequent to the commencement of such summary proceedings) Inspection Period and approved or unilateral act of such Tenant, shall not give rise to any claim on the part of Purchaser; provided, however, deemed approved by Purchaser in accordance with this Section 5.1(a). Purchaser shall have assume any such renewed or extended or expanded existing Leases, and any new leases, and shall assume the right within ten (10) days obligations of Seller thereunder, including the removal of obligation to pay any Tenant as Purchaser's sole Inducement Costs and exclusive remedy, to terminate this Agreement leasing commissions and receive a refund of any portion of the Xxxxxxx Money Deposit previously tendered by Purchaser to the Escrow Agent, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate pursuant to this Section 7.1(e) and Purchaser shall proceed to Closing without credit against, or reduction of, the Purchase Priceprovide free rent.

Leasing Arrangements. From During the Effective Date through Closing (pendency of this Agreement, Seller will not enter into any lease affecting the "Contract Period")Property, or modify or amend in any material respect, or terminate, the existing Lease without Purchaser's ’s prior written consent in each instance, which consent, prior to the end of the Inspection Period, shall not be unreasonably withheld, delayed or conditioned and which shall be deemed given unless withheld by written notice to Seller will not amend given within three (3) Business Days after Purchaser’s receipt of Seller’s written request herefore each of which requests shall be accompanied by a copyo f any proposed modification or terminate any amendment of an existing Lease or enter into of any new lease that Seller wishes to execute between the Effective Date and the Closing Date, including, without limitation, a description of any Tenant Inducement Costs and leasing commissions associated with any proposed renewal or expansion of the existing Lease without Purchaser's prior written consent (which or with any such new lease as well as any additional information regarding such proposed transaction as Purchaser may be given or withheld in its sole and absolute discretion). Without limitation thereon, any and all Leases to be entered into during the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchaser. reasonably request If Purchaser fails to grant notify Seller in writing of its approval or withhold its consent to any proposed Lease within five disapproval with in said three (53) days of receipt thereof, Business Day period such failure by Purchaser shall be deemed to have consented to such Lease. Notwithstanding anything contained herein to be the contraryapproval of Purchaser After the end of the Inspection Period, Purchaser's consent Seller shall not be required with respect to enter into any renewal Lease lease affecting the Property, or consent to a sublease modify or assignment of Lease which Selleramend in any respect, as a matter of law or by a Lease, shall be required to deliver. Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against any Tenant or terminate any the existing Lease as a result of a default by the tenant thereunder without Purchaser’s prior to the Closing Datewritten consent in each instance, which consent may be withheld in Purchaser’s sole discretion. Seller makes no representations and assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by any Tenant. The removal of a Tenant prior to the Closing Date, whether by summary proceedings (or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim on the part of Purchaser; provided, howeverAt Closing, Purchaser shall have the right within ten (10) days reimburse Seller for any Tenant Inducement Costs or leasing commissions actually incurred by Seller pursuant to a renewal or expansion of the removal of any Tenant as Purchaser's sole and exclusive remedy, to terminate this Agreement and receive a refund of any portion of existing Lease after the Xxxxxxx Money Deposit previously tendered Effective Date or new lease approved (or deemed approved) by Purchaser to the Escrow Agenthereunder, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate pursuant to this Section 7.1(e) and Purchaser shall proceed assume any such new lease and shall assume the obligations of Seller thereunder, including the obligation to Closing without credit against, or reduction of, the Purchase Pricepay any Tenant Inducement Costs and leasing commissions.

Leasing Arrangements. From During the Effective Date through Closing (pendency of this Agreement, Seller shall not enter into any lease affecting the "Contract Period")Property, or modify or amend in any material respect, or terminate, the existing Leases without Purchaser's ’s prior written consent in each instance, which consent, prior to the end of the Inspection Period, shall not be unreasonably withheld, delayed or conditioned and which shall be deemed given unless withheld by written notice to Seller will not amend given within three (3) Business Days after Purchaser’s receipt of Seller’s written request therefor, which request must be accompanied by a copy of any proposed modification or terminate any amendment of an existing Lease or enter into any new lease that Seller wishes to execute between the Effective Date and the Closing Date, including, without limitation, a description of any Tenant Inducement Costs and leasing commissions associated with any proposed modification or amendment of an existing Lease without Purchaser's prior written consent (which may be given or withheld in its sole and absolute discretion). Without limitation thereon, any and all Leases to be entered into during the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchasersuch new lease. If Purchaser fails to grant notify Seller in writing of its approval or withhold its consent to any proposed Lease disapproval within five said three (53) days of receipt thereofBusiness Day period, such failure by Purchaser shall be deemed to have consented to such Leasebe the approval of Purchaser. Notwithstanding anything contained herein to After the contraryend of the Inspection Period, Purchaser's consent Seller shall not be required with respect to enter into any renewal Lease lease affecting the Property, or consent to a sublease modify or assignment of Lease which Selleramend in any respect, as a matter of law or by a Lease, shall be required to deliver. Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against any Tenant or terminate any Lease as a result of a default by the tenant thereunder existing Leases, without Purchaser’s prior to the Closing Datewritten consent in each instance, which consent may be withheld in Purchaser’s sole discretion. Seller makes no representations and assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by any Tenant. The removal of a Tenant prior to the Closing Date, whether by summary proceedings (or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim on the part of Purchaser; provided, howeverAt Closing, Purchaser shall have the right within ten (10) days of the removal of reimburse Seller for any Tenant as Purchaser's sole and exclusive remedyInducement Costs, leasing commissions or other expenses, including reasonable attorneys’ fees, actually incurred by Seller pursuant to terminate this Agreement and receive a refund any new lease, or any modification or amendment of any portion of the Xxxxxxx Money Deposit previously tendered an existing Lease, approved by Purchaser hereunder, but only to the Escrow Agent, whereupon this Agreement shall terminate extent that such amounts become due and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate pursuant to this Section 7.1(e) and Purchaser shall proceed to Closing without credit against, or reduction of, the Purchase Priceowing after Closing.

Leasing Arrangements. From Prior to the Effective Date through Closing (expiration of the "Contract Due Diligence Period"), without Purchaser's prior written consent in each instance, Seller will shall obtain Buyer’s consent, which Buyer shall not amend unreasonably withhold or terminate any existing Lease or enter delay, before entering into any new lease of space in the Real Property and before entering into a Lease without Purchaser's prior written amendment, expansion, or renewal; and following the expiration of the Due Diligence Period, Seller shall obtain Buyer’s consent, which Buyer shall grant in Buyer’s sole discretion, before entering into any new lease of space in the Real Property and before entering into a Lease amendment, expansion, or renewal; provided, however, Buyer’s consent (shall not be required for any Lease amendment, expansion and/or extension which may be given or withheld is provided for in its sole the Lease and absolute with respect to which Seller does not have any discretion). Without limitation thereon, any and all Leases to be entered into during the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchaser. If Purchaser fails to grant or withhold its consent to any proposed Lease within five (5) days of receipt thereof, Purchaser Buyer shall be deemed to have consented to such Leaseany new lease or any Lease amendment, expansion, or renewal if it has not notified Seller specifying with particularity the matters to which Buyer reasonably objects, within five (5) business days after its receipt of Seller’s written request for consent, together with a copy of the Lease amendment, expansion, or renewal or the new lease. Notwithstanding anything contained herein to At the contraryClose of Escrow, Purchaser's consent (a) Buyer shall not be required reimburse Seller for commissions, legal fees, the cost of tenant improvements, and all other leasing costs and expenses paid by Seller with respect to any renewal all New and Pending Lease or consent to a sublease or assignment of Lease which Seller, as a matter of law or by a Lease, shall be required to deliver. Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against any Tenant or terminate any Lease as a result of a default by the tenant thereunder prior to the Closing Date. Seller makes no representations Transactions entered into and assumes no responsibility listed on Schedule 1-1 attached hereto and with respect to the continued occupancy of the Property all other Lease amendments, expansions or any part thereof by any Tenant. The removal of a Tenant prior to the Closing Date, whether by summary proceedings (renewals or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim on the part of Purchaser; provided, however, Purchaser shall have the right within ten (10) days of the removal of any Tenant as Purchaser's sole and exclusive remedy, to terminate this Agreement and receive a refund of any portion of the Xxxxxxx Money Deposit previously tendered by Purchaser to the Escrow Agent, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate new leases that were entered into pursuant to this Section 7.1(e5.3 between the Effective Date and the Close of Escrow, (b) and Purchaser Buyer shall proceed be entitled to Closing without a credit against, or reduction of, towards the Purchase PricePrice equal to the leasing commissions, tenant improvement allowances and free rent credits referred to in Schedule 1-2 attached hereto to the extent such transaction has been entered into and the amounts set forth on Schedule 1-2 attached hereto to the extent such transaction has been entered into and the amounts set forth on Schedule 1-2 attached hereto remain unpaid and due and owing as of the Close of Escrow, and (c) Buyer shall assume in writing (pursuant to the Assignment of Leases and Contracts and Xxxx of Sale) Seller’s obligations (whether arising before or after the Closing Date) under the Leases referred to in Schedule 1-1 and Schedule 1-2 attached hereto (to the extent they have been entered into), and all new leases and Lease amendments, expansions or renewals entered into in accordance with the terms of this Agreement.

Leasing Arrangements. From Prior to the Effective Date through Closing (expiration of the "Contract Due Diligence Period"), Seller may cause the Property Owners to, without Purchaser's Buyer’s consent, enter into new leases of space in the Real Property and amendments, expansions and renewals of the Leases, in each case on commercially reasonable terms, provided that Seller provides Buyer with prior written consent in each instancenotice of the same. Following the expiration of the Due Diligence Period, except for the New and Pending Lease Transactions, Seller will not amend or terminate any existing Lease or shall obtain Buyer’s consent, which may be withheld in Buyer’s sole discretion, before causing the Property Owners to enter into any new lease of space in the Real Property and before entering into a Lease without Purchaser's prior written amendment, expansion, or renewal; provided, however, Buyer’s consent (shall not be required for any Lease amendment, expansion and/or renewal which may be given or withheld is provided for in its sole the Lease and absolute with respect to which the Property Owners do not have any discretion). Without limitation thereon, any and all Leases to be entered into during the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchaser. If Purchaser fails to grant or withhold its consent to any proposed Lease within five (5) days of receipt thereof, Purchaser Buyer shall be deemed to have consented to such Leaseany new lease or any Lease amendment, expansion, or renewal if it has not rejected Seller’s request within five (5) days after its receipt of Seller’s written request for consent, together with a copy of the Lease amendment, expansion, or renewal or the new lease. Notwithstanding anything contained herein to At the contraryClose of Escrow, Purchaser's consent (a) Buyer shall not be required reimburse Seller for commissions, legal fees, the cost of tenant improvements, and all other leasing costs and expenses paid by the Property Owners with respect to any renewal all New and Pending Lease or consent to a sublease or assignment of Lease which Seller, as a matter of law or by a Lease, shall be required to deliver. Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against any Tenant or terminate any Lease as a result of a default by the tenant thereunder prior to the Closing Date. Seller makes no representations Transactions entered into and assumes no responsibility listed on Schedule 1-1 attached hereto and with respect to the continued occupancy of the Property all other Lease amendments, expansions or any part thereof by any Tenant. The removal of a Tenant prior to the Closing Date, whether by summary proceedings (renewals or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim on the part of Purchaser; provided, however, Purchaser shall have the right within ten (10) days of the removal of any Tenant as Purchaser's sole and exclusive remedy, to terminate this Agreement and receive a refund of any portion of the Xxxxxxx Money Deposit previously tendered by Purchaser to the Escrow Agent, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate new leases that were entered into pursuant to this Section 7.1(e5.3 between the Effective Date and the Close of Escrow, and (b) and Purchaser Buyer shall proceed be entitled to Closing without a credit against, or reduction of, towards the Purchase PricePrice equal to the leasing commissions, tenant improvement allowances and free rent credits referred to in Schedule 1-2 attached hereto to the extent such transaction has been entered into and the amounts set forth on Schedule 1-2 attached hereto remain unpaid and due and owing as of the Close of Escrow.

Leasing Arrangements. From During the Effective Date through Closing pendency of this Agreement, Seller will not cause the Partnership to enter into any lease affecting the Property, or modify or amend in any material respect, or terminate, any of the existing Leases (other than an amendment, restatement, modification or renewal of any existing Lease pursuant to a right granted the "Contract Period"), tenant under such existing Lease) without Purchaser's ’s prior written consent in each instance, which consent may be granted or withheld in Purchaser’s sole discretion (unless such request for approval is received by Purchaser on or before the date that is three (3) Business Days prior to the expiration of the Due Diligence Period, in which case Purchaser shall not unreasonably withhold, delay or condition its consent) and which consent shall be deemed given unless withheld by written notice to Seller will not amend given within three (3) Business Days after Purchaser’s receipt of Seller’s written request therefor, each of which requests shall be accompanied by a copy of any proposed modification or terminate any amendment of an existing Lease or enter into of any new Lease that Seller wishes to execute (or cause the Partnership to execute) between the Effective Date and the Closing Date, including, without Purchaser's prior written consent (which may be given limitation, a description of any Tenant Inducement Costs and leasing commissions associated with any proposed renewal or withheld in its sole and absolute discretion). Without limitation thereon, expansion of an existing Lease or with any and all Leases to be entered into during the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchasersuch new Lease. If Purchaser fails to grant notify Seller in writing of its approval or withhold its consent to any proposed Lease disapproval within five said three (53) days of receipt thereofBusiness Day period, such failure by Purchaser shall be deemed to have consented be the approval of Purchaser. At Closing, Purchaser shall reimburse Seller for any Tenant Inducement Costs, leasing commissions or other expenses, including reasonable attorneys’ fees, actually incurred by Seller pursuant to such Leasea renewal or expansion of any existing Lease or new Lease approved (or deemed approved) by Purchaser hereunder. Notwithstanding anything contained herein to the contrary, Purchaser's consent shall not be required with respect Purchaser acknowledges and agrees that at or prior to any renewal Lease or consent Closing, the Partnership may enter into those certain termination and/or amendments to a sublease or assignment of Lease the Leases and the new leases which Sellerare described on Exhibit “M” attached hereto, as a matter of law or by a Leaseprovided that each such termination, amendment and/or new lease shall be required to deliver. Notwithstanding anything to consistent with the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against any Tenant or terminate any Lease as a result of a default by the tenant thereunder prior to the Closing Date. Seller makes no representations and assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by any Tenant. The removal of a Tenant prior to the Closing Date, whether by summary proceedings (or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim terms set forth on the part of Purchaser; provided, however, Purchaser shall have the right within ten (10) days of the removal of any Tenant as Purchaser's sole and exclusive remedy, to terminate this Agreement and receive a refund of any portion of the Xxxxxxx Money Deposit previously tendered by Purchaser to the Escrow Agent, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate pursuant to this Section 7.1(e) and Purchaser shall proceed to Closing without credit against, or reduction of, the Purchase PriceExhibit “M” attached hereto.

Leasing Arrangements. From During the Effective Date through Closing (pendency of this Agreement, Seller will not enter into any lease affecting the "Contract Period")Property, or modify or amend in any material respect, or terminate, any of the existing Leases without Purchaser's prior written consent in each instance, which consent, prior to the end of the Inspection Period, shall not be unreasonably withheld, delayed or conditioned; provided, however, that if any such proposed modification or amendment would require the payment of any Tenant Inducement Costs or leasing commissions, Purchaser's consent may be withheld in Purchaser's sole discretion unless such modification or amendment is pursuant to an existing provision in the subject Lease. Purchaser's consent shall be deemed given unless withheld by written notice to Seller will given within three (3) Business Days after Purchaser's receipt of Seller's written request therefor, each of which requests shall be accompanied by a copy of any proposed modification or amendment of an existing Lease or of any new Lease that Seller wishes to execute between the Effective Date and the Closing Date. If Purchaser fails to notify Seller in writing of its approval or disapproval within said three (3) Business Day period, such failure by Purchaser shall be deemed to be the approval of Purchaser. After the end of the Inspection Period, Seller shall not enter into any lease affecting the Property, or modify or amend in any respect, or terminate any existing Lease or enter into any new Lease without Purchaser's prior written consent (in each instance, which consent may be given or withheld in its Purchaser's sole and absolute discretion). Without limitation thereon, any and all Leases to be entered into during the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchaser. If Purchaser fails to grant or withhold its consent to any proposed Lease within five (5) days of receipt thereofAt Closing, Purchaser shall reimburse Seller for any Tenant Inducement Costs, leasing commissions or other expenses, including reasonable attorneys' fees, actually incurred by Seller pursuant to a renewal or expansion of any existing Lease after the Effective Date or new Lease approved by Purchaser hereunder. Notwithstanding the foregoing to the contrary, Purchaser shall have no right to disapprove, and shall be deemed to have consented to such Lease. Notwithstanding anything contained herein to the contraryapproved, Purchaser's consent shall not be required with respect to any renewal Lease or consent to a sublease or assignment of Lease which Sellerall renewals, as a matter of law or by a Lease, shall be required to deliver. Notwithstanding anything to the contrary extensions and expansions contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against any Tenant or terminate any existing Lease as a result of a default and exercised by the tenant thereunder prior to the Closing Date. Seller makes no representations and assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by any Tenant. The removal of a Tenant prior to the Closing Date, whether by summary proceedings (or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of under such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim on the part of Purchaser; provided, however, Purchaser shall have the right within ten (10) days of the removal of any Tenant as Purchaser's sole and exclusive remedy, to terminate this Agreement and receive a refund of any portion of the Xxxxxxx Money Deposit previously tendered by Purchaser to the Escrow Agent, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate pursuant to this Section 7.1(e) and Purchaser shall proceed to Closing without credit against, or reduction of, the Purchase PriceLease.

Leasing Arrangements. From Prior to the Effective Date through Closing (expiration of the "Contract Due Diligence Period"), Seller may without Purchaser's prior written ’s consent in each instance, Seller will not amend or terminate any existing Lease or enter into any new Lease without Purchaser's prior written consent (which may be given or withheld leases of the Improvements, and amendments, expansions and renewals of such leases in its Seller’s sole and absolute discretion). Without limitation thereonPrior to expiration of the Due Diligence Period, Seller will provide Purchaser with copies of any Leases, and all Leases any amendments, expansions and renewals thereof which are signed prior to be entered the expiration of the Due Diligence Period. After the expiration of the Due Diligence Period, if this Agreement has not been terminated pursuant to Paragraph 2.4 above, Seller shall obtain Purchaser’s consent, which Purchaser may withhold in its sole discretion, before entering into during the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchaserany other Lease, or any amendment, expansion, or renewal thereof. If Purchaser fails to grant or withhold its consent to any proposed Lease within five (5) days of receipt thereof, Purchaser shall be deemed to have consented to any such Lease, amendment, expansion, or renewal if Purchaser has not notified Seller specifying with particularity the matters to which Purchaser reasonably objects, within 3 business days after its receipt of Seller’s written request for consent, together with a description of the pertinent business terms of the Lease, amendment, expansion, or renewal. Notwithstanding anything contained herein At Closing, Purchaser shall reimburse Seller to the contrary, Purchaser's consent shall not be required extent provided in Paragraphs 7.2 and 7.6 for commissions and the cost of tenant and related landlord improvements paid by Seller with respect to any renewal Lease leases, amendments, expansions or consent renewals that were entered into pursuant to a sublease or assignment this Paragraph 4.3 after the Date of Lease which Seller, as a matter of law or by a Lease, shall be required this Agreement provided such obligations are either (i) disclosed to deliver. Notwithstanding anything to the contrary contained Purchaser in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against any Tenant or terminate any Lease as a result of a default by the tenant thereunder writing prior to the Closing Date. Seller makes no representations and assumes no responsibility with respect to the continued occupancy expiration of the Property Due Diligence Period, or any part thereof by any Tenant. The removal of a Tenant prior to the Closing Date, whether by summary proceedings (or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of such summary proceedingsii) or unilateral act of such Tenant, shall not give rise to any claim on the part of Purchaser; provided, however, Purchaser shall have the right within ten (10) days of the removal of any Tenant as Purchaser's sole and exclusive remedy, to terminate this Agreement and receive a refund of any portion of the Xxxxxxx Money Deposit previously tendered otherwise approved by Purchaser to the Escrow Agentin its sole discretion, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate pursuant to this Section 7.1(e) and Purchaser shall proceed to Closing without credit against, or reduction of, the Purchase Priceassume in writing Seller’s obligation under such commission agreements and contracts for tenant and related landlord improvements.

Leasing Arrangements. From Prior to the Effective Date through Closing (expiration of the "Contract Due Diligence Period"), Seller may without Purchaser's Buyer’s consent enter into new leases of space in the Real Property and amendments, expansions and renewals of the Leases, provided that Seller provides Buyer with prior written consent in each instancenotice of the same and provided, further, that no such leases are with the Seller or any affiliate of the Seller. Following the expiration of the Due Diligence Period, except for the New and Pending Lease Transactions, Seller will not amend or terminate any existing Lease or enter shall obtain Buyer’s consent, which Buyer may withhold in its sole discretion, before entering into any new lease of space in the Real Property and before entering into a Lease without Purchaser's prior written consent (which may be given amendment, expansion, or withheld in its sole and absolute discretion)renewal. Without limitation thereon, any and all Leases to be entered into during the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchaser. If Purchaser fails to grant or withhold its consent to any proposed Lease within five (5) days of receipt thereof, Purchaser Buyer shall be deemed to have consented to such Leaseany new lease or any Lease amendment, expansion, or renewal if it has not notified Seller specifying with particularity the matters to which Buyer objects, within 5 business days after its receipt of Seller’s written request for consent, together with a copy of the Lease amendment, expansion, or renewal or the new lease. Notwithstanding anything contained herein to At the contraryClose of Escrow, Purchaser's consent Buyer shall not be required reimburse Seller for commissions, legal fees, the cost of tenant improvements, and all other leasing costs and expenses paid by Seller with respect to any renewal all New and Pending Lease or consent to a sublease or assignment of Lease which Seller, as a matter of law or by a Lease, shall be required to deliver. Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against any Tenant or terminate any Lease as a result of a default by the tenant thereunder prior to the Closing Date. Seller makes no representations Transactions and assumes no responsibility with respect to the continued occupancy of the Property all other Lease amendments, expansions or any part thereof by any Tenant. The removal of a Tenant prior to the Closing Date, whether by summary proceedings (renewals or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim on the part of Purchaser; provided, however, Purchaser shall have the right within ten (10) days of the removal of any Tenant as Purchaser's sole and exclusive remedy, to terminate this Agreement and receive a refund of any portion of the Xxxxxxx Money Deposit previously tendered by Purchaser to the Escrow Agent, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate new leases that were entered into pursuant to this Section 7.1(e5.3 provided that such commissions, fees, costs and/or expenses were incurred, due and payable after the Effective Date, and at Close of Escrow, shall assume in writing (pursuant to the Assignment of Leases and Contracts and Bxxx of Sale) Seller’s obligations (whether arising before or after the Closing Date) under such new leases and Purchaser Lease amendments, expansions or renewals. At the Close of Escrow, Buyer shall proceed be entitled to Closing without a credit against, or reduction of, towards the Purchase PricePrice for all leasing costs set forth in Schedule 2 attached hereto to the extent the same remain unpaid at the Close of Escrow, and, at Close of Escrow, Buyer shall assume in writing (pursuant to the Assignment of Leases and Contracts and Bxxx of Sale) Seller’s obligations (whether arising before or after the Closing Date but in all events after the Effective Date) related to such leasing costs.

Leasing Arrangements. From During the Effective Date through Closing (pendency of this Agreement, Seller will not enter into any lease affecting the "Contract Period")Property, or modify or amend in any material respect, or terminate, the existing Leases without Purchaser's ’s prior written consent in each instance, which consent, prior to the end of the Inspection Period, shall not be unreasonably withheld, delayed or conditioned and which shall be deemed given unless withheld by written notice to Seller will not amend given within three (3) Business Days after Purchaser’s receipt of Seller’s written request therefor, each PURCHASE AND SALE AGREEMENT 00 XXXXX XXXXXXXX XXXXXXX, XXXXXXX of which requests shall be accompanied by a copy of any proposed modification or terminate any amendment of an existing Lease or enter into of any new lease that Seller wishes to execute between the Effective Date and the Closing Date, including, without limitation, a description of any Tenant Inducement Costs and leasing commissions associated with any proposed renewal or expansion of an existing Lease without Purchaser's prior written consent (which or with any such new lease, as well as any additional information regarding such proposed transaction as Purchaser may be given or withheld in its sole and absolute discretion). Without limitation thereon, any and all Leases to be entered into during the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchaserreasonably request. If Purchaser fails to grant notify Seller in writing of its approval or withhold its consent to any proposed Lease disapproval within five said three (53) days of receipt thereofBusiness Day period, such failure by Purchaser shall be deemed to have consented to such Leasebe the approval of Purchaser. Notwithstanding anything contained herein to After the contraryend of the Inspection Period, Purchaser's consent Seller shall not be required with respect to enter into any renewal Lease lease affecting the Property, or consent to a sublease modify or assignment of Lease which Selleramend in any respect, as a matter of law or by a Lease, shall be required to deliver. Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against any Tenant or terminate any Lease as a result of a default by the tenant thereunder existing Leases without Purchaser’s prior to the Closing Date. Seller makes no representations and assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by any Tenant. The removal of a Tenant prior to the Closing Datewritten consent in each instance, whether by summary proceedings (or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim on the part of which consent may be withheld in Purchaser; provided, however, Purchaser shall have the right within ten (10) days of the removal of any Tenant as Purchaser's ’s sole and exclusive remedy, to terminate this Agreement and receive a refund of any portion of the Xxxxxxx Money Deposit previously tendered by Purchaser to the Escrow Agent, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate pursuant to this Section 7.1(e) and Purchaser shall proceed to Closing without credit against, or reduction of, the Purchase Pricediscretion.

Leasing Arrangements. From Following the Effective Date and through Closing the Close of Escrow, and provided Buyer is not in default or breach hereunder and has not terminated this Agreement, and except for any leasing action involving a leasable area within the Real Property having a total square footage of twenty-five hundred (2,500) square feet or less (which spaces will be exempt from the "Contract Period"consent requirement hereinafter described), without PurchaserSeller shall obtain Buyer's prior written consent in each instanceconsent, Seller will which Buyer shall not amend unreasonably withhold, condition or terminate any existing Lease or enter delay, before entering into any new Lease without Purchaser's prior written consent (which may be given for space in the Real Property and before entering into a Lease amendment, expansion, or withheld in its sole and absolute discretion)renewal of any Lease. Without limitation thereonAt the Closing, any Buyer shall, on a pro-rata basis based on the amount of time from the date the expense was incurred through the Closing Date, as compared to the amount of time remaining on the Lease following the Closing Date, reimburse Seller for all commissions, legal fees, the cost of tenant improvements, and all Leases to be entered into during the Contract Period shall be on Seller's standard lease form delivered to Purchaser other leasing costs and otherwise on terms and conditions acceptable to Purchaser. If Purchaser fails to grant expenses paid or withhold its consent to any proposed Lease within five (5) days of receipt thereof, Purchaser shall be deemed to have consented to such Lease. Notwithstanding anything contained herein to the contrary, Purchaser's consent shall not be required incurred by Seller with respect to all Lease amendments, expansions, renewals or new Leases that were entered into after the Effective Date, and, at the Closing, Buyer shall assume in writing Seller's obligations and hold Seller harmless from any renewal Lease obligations arising from or consent to a sublease after the Closing Date under all existing and new Leases and Leases amendments, expansions or assignment of Lease which Sellerrenewals, as a matter of law or by a Lease, while Seller shall be remain liable for and hold Buyer harmless from all obligations under the Leases that arose and were required to deliverbe performed by Seller prior to the Closing Date. Notwithstanding anything to the contrary contained herein, the restrictions on Seller set forth in this Agreement, Seller reserves Section shall be lifted and of no further force or effect if the right, but is Closing has not obligated, to institute summary proceedings against any Tenant or terminate any Lease as a result of a default by the tenant thereunder occurred prior to the Closing Date. Seller makes no representations and assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by any Tenant. The removal of a Tenant prior to the Closing Date, whether by summary proceedings date that is ninety (or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim on the part of Purchaser; provided, however, Purchaser shall have the right within ten (1090) days of after the removal of any Tenant as Purchaser's sole and exclusive remedy, to terminate this Agreement and receive a refund of any portion of the Xxxxxxx Money Deposit previously tendered by Purchaser to the Escrow Agent, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate pursuant to this Section 7.1(e) and Purchaser shall proceed to Closing without credit against, or reduction of, the Purchase PriceEffective Date.

Leasing Arrangements. From Prior to the Effective Date through Closing (expiration of the "Contract Due Diligence Period"), Seller may without Purchaser's Buyer’s consent enter into new leases of space in the Real Property and amendments, expansions and renewals of the Leases, provided that Seller provides Buyer with prior written consent in each instancenotice of the same. Following the expiration of the Due Diligence Period, except for the New and Pending Lease Transactions, Seller will not amend or terminate any existing Lease or enter shall obtain Buyer’s consent, in Buyer’s sole discretion, before entering into any new lease of space in the Real Property and before entering into a Lease without Purchaser's prior written amendment, expansion, or renewal; provided, however, Buyer’s consent (shall not be required for any Lease amendment, expansion and/or renewal which may be given or withheld is provided for in its sole the Lease and absolute with respect to which Seller does not have any discretion). Without limitation thereon, any and all Leases to be entered into during the Contract Period Buyer shall be on Seller's standard lease form delivered deemed to Purchaser and otherwise on terms and conditions acceptable to Purchaser. If Purchaser fails to grant or withhold its have withheld consent to any proposed new lease or any Lease amendment, expansion, or renewal if it has not notified Seller of its consent within five (5) days after its receipt of receipt thereofSeller’s written request for consent, Purchaser together with a copy of the Lease amendment, expansion, or renewal or the new lease and a summary of all Leasing Costs in connection with the proposed transaction. At the Close of Escrow, (a) Buyer shall be deemed to have consented to such Lease. Notwithstanding anything contained herein to reimburse Seller for commissions, the contrarycost of tenant improvements, Purchaser's consent shall not be required and all other leasing costs and expenses paid by Seller with respect to any renewal all New and Pending Lease or consent to a sublease or assignment of Lease which Seller, as a matter of law or by a Lease, shall be required to deliver. Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against any Tenant or terminate any Lease as a result of a default by the tenant thereunder prior to the Closing Date. Seller makes no representations Transactions entered into and assumes no responsibility listed on Schedule 1-1 attached hereto and with respect to the continued occupancy of the Property all other Lease amendments, expansions or any part thereof by any Tenant. The removal of a Tenant prior to the Closing Date, whether by summary proceedings (renewals or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim on the part of Purchaser; provided, however, Purchaser shall have the right within ten (10) days of the removal of any Tenant as Purchaser's sole and exclusive remedy, to terminate this Agreement and receive a refund of any portion of the Xxxxxxx Money Deposit previously tendered by Purchaser to the Escrow Agent, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate new leases that were entered into pursuant to this Section 7.1(e5.3 between the Effective Date and the Close of Escrow, (b) and Purchaser Buyer shall proceed be entitled to Closing without a credit against, or reduction of, towards the Purchase PricePrice equal to the leasing commissions, tenant improvement costs or allowances, free rent credits, and Gap Rent listed to in Schedule 1-2 attached hereto to the extent such transaction has been entered into and the amounts set forth on Schedule 1-2 attached hereto remain unpaid and due and owing as of the Close of Escrow (the “Seller Leasing Costs”), and (c) Buyer shall assume in writing (pursuant to the Assignment of Leases and Contracts and Xxxx of Sale) Seller’s obligations (whether arising before or after the Closing Date) under the Leases referred to in Schedule 1-1 and Schedule 1-2 attached hereto (to the extent they have been entered into), and all new leases and Lease amendments, expansions or renewals entered into in accordance with the terms of this Agreement. “Gap Rent” will mean the base rent and additional rent for operating expenses due for the period from the Closing Date until the commencement date of the Lease with the tenant ViewRay.

Leasing Arrangements. From During the Effective Date through Closing (pendency of this Agreement, Seller will not enter into any lease affecting the "Contract Period")Property, or modify or amend in any respect, or terminate, the existing Lease without Purchaser's ’s prior written consent in each instance, which consent, prior to the end of the Inspection Period, shall not be unreasonably withheld, delayed or conditioned and which shall be deemed given unless withheld by written notice to Seller will not amend given within five (5) Business Days after Purchaser’s receipt of Seller’s written request therefor, each of which requests shall be accompanied by a copy of any proposed modification or terminate any amendment of an existing Lease or enter into of any new Lease that Seller wishes to execute between the Effective Date and the Closing Date, including, without Purchaser's prior written consent (which may be given limitation, a description of any Tenant Inducement Costs and leasing commissions associated with any proposed renewal or withheld in its sole and absolute discretion). Without limitation thereon, expansion of an existing Lease or with any and all Leases to be entered into during the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchasersuch new Lease. If Purchaser fails to grant notify Seller in writing of its approval or withhold its consent to any proposed Lease disapproval within said five (5) days of receipt thereofBusiness Day period, such failure by Purchaser shall be deemed to have consented to such Leasebe the approval of Purchaser. Notwithstanding anything contained herein to After the contraryend of the Inspection Period, Purchaser's consent Seller shall not be required with respect to enter into any renewal Lease lease affecting the Property, or consent to a sublease modify or assignment of Lease which Selleramend in any respect, as a matter of law or by a Lease, shall be required to deliver. Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against any Tenant or terminate any the existing Lease as a result of a default by the tenant thereunder without Purchaser’s prior to the Closing Datewritten consent in each instance, which consent may be withheld in Purchaser’s sole discretion. Seller makes no representations and assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by any Tenant. The removal of a Tenant prior to the Closing Date, whether by summary proceedings (or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim on the part of Purchaser; provided, howeverAt Closing, Purchaser shall have the right within ten (10) days reimburse Seller for any Tenant Inducement Costs, leasing commissions or other expenses, including reasonable attorneys’ fees, actually incurred by Seller pursuant to a renewal or expansion of the removal of any Tenant as Purchaser's sole and exclusive remedy, to terminate this Agreement and receive a refund of any portion of existing Lease after the Xxxxxxx Money Deposit previously tendered Effective Date or new Lease approved by Purchaser to the Escrow Agent, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate pursuant to this Section 7.1(e) and Purchaser shall proceed to Closing without credit against, or reduction of, the Purchase Pricehereunder.

Leasing Arrangements. From During the Effective Date through Closing (pendency of this Agreement, Seller will not enter into any lease affecting the "Contract Period")Property, or modify or amend in any material respect, or terminate, any of the existing Leases without Purchaser's ’s prior written consent in each instance, which consent shall not be unreasonably withheld, delayed or conditioned prior to the Due Diligence Date and may thereafter be withheld in Purchaser’s sole discretion and which shall be deemed given unless withheld by written notice to Seller will not amend given within three (3) Business Days after Purchaser’s receipt of Seller’s written request therefor, each of which requests shall be accompanied by a copy of any proposed modification or terminate any amendment of an existing Lease or enter into of any new Lease that Seller wishes to execute between the Effective Date and the Closing Date, including, without Purchaser's prior written consent (which may be given limitation, a description of any Tenant Inducement Costs and leasing commissions associated with any proposed renewal or withheld in its sole and absolute discretion). Without limitation thereon, expansion of an existing Lease or with any and all Leases to be entered into during the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchasersuch new Lease. If Purchaser fails to grant notify Seller in writing of its approval or withhold its consent to any proposed Lease disapproval within five said three (53) days of receipt thereofBusiness Day period, such failure by Purchaser shall be deemed to have consented be the approval of Purchaser. At Closing, Purchaser shall reimburse Seller for any Tenant Inducement Costs, leasing commissions or other expenses, including reasonable attorney’s fees, actually incurred by Seller pursuant to such Leasea renewal or expansion of any existing Lease or new Lease approved (or deemed approved) by Purchaser hereunder. Notwithstanding anything contained herein to the contrary, Purchaser's consent shall not be required with respect Purchaser acknowledges and agrees that prior to any renewal Lease or consent Closing, Seller may enter into those certain amendments to a sublease or assignment of Lease the Leases and the new leases which Sellerare described on Exhibit “M” attached hereto, as a matter of law or by a Lease, provided that each such amendment and/or new lease shall be required to deliver. Notwithstanding anything to consistent with the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against any Tenant or terminate any Lease as a result of a default by the tenant thereunder prior to the Closing Date. Seller makes no representations and assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by any Tenant. The removal of a Tenant prior to the Closing Date, whether by summary proceedings (or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim terms set forth on the part of Purchaser; provided, however, Purchaser shall have the right within ten (10) days of the removal of any Tenant as Purchaser's sole and exclusive remedy, to terminate this Agreement and receive a refund of any portion of the Xxxxxxx Money Deposit previously tendered by Purchaser to the Escrow Agent, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate pursuant to this Section 7.1(e) and Purchaser shall proceed to Closing without credit against, or reduction of, the Purchase PriceExhibit “M” attached hereto.

Leasing Arrangements. From Before the Effective Date through Closing (expiration of the "Contract Due Diligence Period"), Seller may, without Purchaser's ’s consent, enter into new leases of space in the Real Property and amendments, expansions and renewals of the Leases, as long as Seller provides Purchaser with prior written consent in each instancenotice of the same not less than ten days prior to the end of the Due Diligence Period. Following the expiration of the Due Diligence Period, Seller may enter into new leases of space in the Real Property and amendments, expansions and renewals of Leases, only with Purchaser’s prior written consent, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Purchaser’s failure to consent to a proposed tenant will not amend or terminate be deemed unreasonable if: (a) the proposed tenant’s use would violate any REA, any existing Lease exclusive or enter into any new Lease without Purchaser's prior written consent prohibited use in any tenant Lease, or otherwise be incompatible with a first class shipping center; (b) the proposed minimum rent is less than the minimum rent specified for such space in the Rent Roll; or (c) the proposed lease contains sent concessions which may be given or withheld in its sole and absolute discretionextend beyond the Closing Date which are not reflected on the Rent Roll (unless Seller agrees to give Purchaser a credit at the Close of Escrow for such unexpired concession). Without limitation thereon, any and all Leases to be entered into during the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchaser. If Purchaser fails to grant or withhold its consent to any proposed Lease within five (5) days of receipt thereof, Purchaser shall be deemed to have consented to such any new Lease or any Lease amendment, expansion or renewal if it has not notified Seller specifying with particularity the matters to which Purchaser reasonably objects, within five days after its receipt of Seller’s written request for consent, together with a copy of the Lease amendment, expansion or renewal, or the new Lease. Notwithstanding anything contained herein Purchaser acknowledges that Seller is currently in negotiations (including negotiations of letters of intent) for those leases (the “Pending Leases”) described on Schedule 3. Purchaser expressly consents to Seller entering into each of the Pending Leases, provided that the final version of each Pending Lease contains economic terms which are no less favorable to the contrarylandlord than those shown on Schedule 3. At the Close of Escrow, Purchaser's consent shall not be required Purchaser shall, with respect to any renewal Lease or consent all new Leases that were entered into pursuant to a sublease or assignment of Lease which Sellerthis section 5.3, as a matter of law or by a Lease, shall be required to deliver. Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against any Tenant or terminate any Lease as a result of a default by the tenant thereunder prior to the Closing Date. Seller makes no representations and assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by any Tenant. The removal of a Tenant prior all other Lease amendments, expansions, assume in writing (pursuant to the Assignment of Leases and Contracts and Xxxx of Sale) Seller’s obligations arising on or after the Closing DateDate under such new Leases and Lease amendments, whether by summary proceedings (expansions or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim on the part of Purchaser; provided, however, Purchaser shall have the right within ten (10) days of the removal of any Tenant as Purchaser's sole and exclusive remedy, to terminate this Agreement and receive a refund of any portion of the Xxxxxxx Money Deposit previously tendered by Purchaser to the Escrow Agent, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate pursuant to this Section 7.1(e) and Purchaser shall proceed to Closing without credit against, or reduction of, the Purchase Pricerenewals.

Leasing Arrangements. From Except for the Effective Date through Closing (the "Contract Period"), without Purchaser's prior written consent in each instanceNew and Pending Lease Transactions, Seller will not amend shall obtain Buyer’s consent, which Buyer may withhold or terminate any existing Lease or enter delay in Buyer’s sole discretion, before entering into any new lease of space in the Real Property and before entering into a Lease without Purchaser's prior written amendment, expansion, or renewal; provided, however, Buyer’s consent (shall not be required for any Lease amendment, expansion and/or extension which may be given or withheld is provided for in its sole the Lease and absolute with respect to which Seller does not have any discretion). Without limitation thereon, any and all Leases to be entered into during the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchaser. If Purchaser fails to grant or withhold its consent to any proposed Lease within five (5) days of receipt thereof, Purchaser Buyer shall be deemed to have consented to such Leaseany new lease or any Lease amendment, expansion, or renewal if it has not notified Seller specifying with particularity the matters to which Buyer reasonably objects, within five (5) days after its receipt of Seller’s written request for consent, together with a copy of the Lease amendment, expansion, or renewal or the new lease. Notwithstanding anything contained herein to At the contraryClose of Escrow, Purchaser's consent (a) Buyer shall not be required reimburse Seller for commissions, legal fees, the cost of tenant improvements, and all other leasing costs and expenses paid by Seller with respect to any renewal all New and Pending Lease or consent to a sublease or assignment of Lease which Seller, as a matter of law or by a Lease, shall be required to deliver. Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against any Tenant or terminate any Lease as a result of a default by the tenant thereunder prior to the Closing Date. Seller makes no representations Transactions entered into and assumes no responsibility listed on Schedule 1-1 attached hereto and with respect to the continued occupancy of the Property all other Lease amendments, expansions, or any part thereof by any Tenant. The removal of a Tenant prior to the Closing Date, whether by summary proceedings (renewals or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim on the part of Purchaser; provided, however, Purchaser shall have the right within ten (10) days of the removal of any Tenant as Purchaser's sole and exclusive remedy, to terminate this Agreement and receive a refund of any portion of the Xxxxxxx Money Deposit previously tendered by Purchaser to the Escrow Agent, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate new leases that were entered into pursuant to this Section 7.1(e5.3, (b) and Purchaser Buyer shall proceed be entitled to Closing without a credit against, or reduction of, towards the Purchase PricePrice equal to the leasing commissions and tenant improvement allowances referred to in Schedule 1-2 attached hereto to the extent the same remains unpaid as of the Close of Escrow, and (c) Buyer shall assume in writing (pursuant to the Assignment of Leases and Contracts and Bill of Sale) Seller’s obligations (whether arising before or after the Closing Date) under such new leases and Lease amendments, expansions or renewals.

Leasing Arrangements. From During the Effective Date through Closing (pendency of this Agreement, Seller will not enter into any lease affecting the "Contract Period")Properties, or modify or amend in any material respect, or terminate, any of the existing Leases, without Purchaser's ’s prior written consent in each instance, which consent shall not be unreasonably withheld, delayed or conditioned and which shall be deemed given unless withheld by written notice to Seller will not amend given within five (5) Business Days after Purchaser’s receipt of Seller’s written request therefor, each of which requests shall be accompanied by a copy of any proposed modification or terminate any amendment of an existing Lease or enter into of any new Lease that Seller wishes to execute between the Effective Date and the Closing Date, including, without Purchaser's prior written consent (which may be given limitation, a description of any Tenant Inducement Costs, abatements and leasing commissions associated with any proposed renewal or withheld in its sole and absolute discretion). Without limitation thereon, expansion of an existing Lease or with any and all Leases to be entered into during the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchasersuch new Lease. If Purchaser fails to grant notify Seller in writing of its approval or withhold its consent to any proposed Lease disapproval within said five (5) days of receipt thereofBusiness Day period, such failure by Purchaser shall be deemed to have consented be the approval of Purchaser. At Closing, Purchaser shall reimburse Seller for any Tenant Inducement Costs, leasing commissions or other expenses, including reasonable attorneys’ fees, actually incurred by Seller pursuant to such Leasea renewal or expansion exercised prior to Closing of any existing Lease or new Lease approved (or deemed approved) by Purchaser hereunder. Notwithstanding anything contained herein the foregoing to the contrary, Purchaser's consent shall not be required with respect to any renewal Lease or consent to a sublease or assignment of Lease which Seller, as a matter of law or by a Lease, shall be required to deliver. Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against any Tenant or terminate any Lease as a result of a default by the tenant thereunder prior to the Closing Date. Seller makes no representations and assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by any Tenant. The removal of a Tenant prior to the Closing Date, whether by summary proceedings (or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim on the part of Purchaser; provided, however, Purchaser shall have the no right within ten (10) days of the removal of any Tenant as Purchaser's sole to disapprove, and exclusive remedy, to terminate this Agreement and receive a refund of any portion of the Xxxxxxx Money Deposit previously tendered by Purchaser to the Escrow Agent, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate pursuant to this Section 7.1(e) approved, all renewals, extensions and Purchaser shall proceed to Closing without credit against, or reduction of, expansions contained in any existing Lease and exercised by the Purchase Pricetenant under such Lease.

Leasing Arrangements. From During the Effective Date through Closing pendency of this Agreement, Seller will not enter into any lease affecting the Property, or modify or amend in any material respect, or terminate, any of the existing Leases (other than an amendment, restatement, modification or renewal of any existing Lease pursuant to a right granted the "Contract Period"), tenant under such existing Lease) without Purchaser's ’s prior written consent in each instance, which consent may be granted or withheld in Purchaser’s sole discretion (unless such request for approval is received by Purchaser on or before the date that is three (3) Business Days prior to the expiration of the Due Diligence Period, in which case Purchaser shall not unreasonably withhold, delay or condition its consent) and which consent shall be deemed given unless withheld by written notice to Seller will not amend given within three (3) Business Days after Purchaser’s receipt of Seller’s written request therefor, each of which requests shall be accompanied by a copy of any proposed modification or terminate any amendment of an existing Lease or enter into of any new Lease that Seller wishes to execute between the Effective Date and the Closing Date, including, without Purchaser's prior written consent (which may be given limitation, a description of any Tenant Inducement Costs and leasing commissions associated with any proposed renewal or withheld in its sole and absolute discretion). Without limitation thereon, expansion of an existing Lease or with any and all Leases to be entered into during the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchasersuch new Lease. If Purchaser fails to grant notify Seller in writing of its approval or withhold its consent to any proposed Lease disapproval within five said three (53) days of receipt thereofBusiness Day period, such failure by Purchaser shall be deemed to have consented be the approval of Purchaser. At Closing, Purchaser shall reimburse Seller for any Tenant Inducement Costs, leasing commissions or other expenses, including reasonable attorneys’ fees, actually incurred by Seller pursuant to such Leasea renewal or expansion of any existing Lease or new Lease approved (or deemed approved) by Purchaser hereunder. Notwithstanding anything contained herein to the contrary, Purchaser's consent shall not be required with respect Purchaser acknowledges and agrees that at or prior to any renewal Lease or consent Closing, Seller may enter into those certain terminations and/or amendments to a sublease or assignment of Lease the Leases and the new leases which Sellerare described on Exhibit “M” attached hereto, as a matter of law or by a Leaseprovided that each such termination, amendment and/or new lease shall be required to deliver. Notwithstanding anything to consistent with the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against any Tenant or terminate any Lease as a result of a default by the tenant thereunder prior to the Closing Date. Seller makes no representations and assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by any Tenant. The removal of a Tenant prior to the Closing Date, whether by summary proceedings (or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim terms set forth on the part of Purchaser; provided, however, Purchaser shall have the right within ten (10) days of the removal of any Tenant as Purchaser's sole and exclusive remedy, to terminate this Agreement and receive a refund of any portion of the Xxxxxxx Money Deposit previously tendered by Purchaser to the Escrow Agent, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate pursuant to this Section 7.1(e) and Purchaser shall proceed to Closing without credit against, or reduction of, the Purchase PriceExhibit “M” attached hereto.