Common use of New Leases Clause in Contracts

New Leases. On or before ten (10) business days prior to the expiration of the Inspection Period, Seller may execute any new lease or modify or renew any existing lease affecting the Property without Purchaser's consent. Seller shall deliver a copy of any such new lease or existing lease modification or renewal (together with an estimation of the "New Lease Costs" (as hereinafter defined)), as applicable, to Purchaser within ten (10) business days of execution by Seller and the new tenant or existing tenant, as applicable, but in any event on or before ten (10) business days prior to the expiration of the Inspection Period. In the event Purchaser disapproves of such new lease or existing lease modification or renewal, Purchaser's sole remedy shall be to terminate this Agreement in accordance with Paragraph 7 hereof. In the event that Purchaser does not terminate this Agreement as aforesaid, Purchaser shall be responsible for the costs of all tenant improvements and leasing commissions associated with the negotiation and execution of any such new lease or existing lease modification or renewal ("New Lease Costs") and Purchaser shall assume all such obligations at the Closing. Seller shall receive a credit at Closing for any New Lease Cost incurred by Seller prior to Closing. After the date ten (10) business days prior to the expiration of the Inspection Period, Seller shall not execute any new lease or existing lease modification or renewal affecting the Property without Purchaser's prior written consent. Purchaser's consent shall be deemed given if Purchaser has not responded to the contrary within ten (10) business days after Seller's written request and Purchaser's receipt of such new lease or existing lease modification or renewal (together with an estimation of the New Lease Costs). If approved by Purchaser, a complete copy of any such new lease or existing lease modification or renewal shall be delivered to Purchaser within ten (10) days of the full execution thereof. All New Lease Costs shall be paid by Purchaser and Purchaser shall assume all such obligations at the Closing and Seller shall receive a credit at Closing for any New Lease Costs incurred by Seller prior to Closing. Purchaser acknowledges that there currently exists the unsatisfied tenant improvement obligations and leasing commissions set forth on Exhibit N attached hereto. Seller agrees to pay the unsatisfied leasing commission obligations and tenant improvement obligations set forth on Exhibit N on or before the Closing or credit Purchaser for the amount of said unsatisfied obligation and Purchaser shall assume all obligations therefor at Closing.

New Leases. On or before ten (10) business days Notwithstanding the foregoing, in the event that Lessor sells the Leased Property to a third party pursuant to this Article XLII at any time after the first anniversary but prior to the expiration fifth anniversary of the Inspection PeriodCommencement Date of this Lease, Seller may execute Lessor shall not have the option of tendering to Lessee a Substitute Lease but shall be obligated to make a Termination Payment to Lessee unless Lessor has offered at least five (5) new leases to Lessee or any Affiliate of Lessee for hotel properties not previously owned, leased or operated by Lessee, during the preceding twelve month period. Over time, the foregoing requirement shall be met if Lessor has offered an average of at least five (5) new lease or modify or renew any existing lease affecting leases per twelve-month period following the Property without PurchaserCommencement Date of this Lease, measured on a cumulative basis. The foregoing restriction on Lessor's consent. Seller right to tender a Substitute Lease shall deliver a copy of any such new lease or existing lease modification or renewal (together with an estimation terminate after the fifth anniversary of the "New Lease Costs" (as hereinafter defined))Commencement Date of this Lease. Notwithstanding the foregoing, as applicable, to Purchaser within ten (10) business days of execution by Seller and Lessor may defer paying Lessee any Termination Payments until the new tenant or existing tenant, as applicable, but in any event on or before ten (10) business days prior to the expiration fifth anniversary of the Inspection PeriodCommencement Date of the Lease. In the event Purchaser disapproves of such new lease or existing lease modification or renewalAt that time, Purchaser's sole remedy a determination shall be made whether or not the net number of new leases offered by Lessor to terminate this Agreement in accordance with Paragraph 7 hereof. In Lessee or any Affiliate of Lessee over the event five (5) year period (i.e. the total number of new leases offered by Lessor to Lessee or any Affiliate of Lessee less the number of leases between Lessor and Lessee or Affiliates of Lessee which are terminated during that Purchaser does not terminate this Agreement as aforesaid, Purchaser shall be responsible for the costs of all tenant improvements and leasing commissions associated with the negotiation and execution of any such new lease period) equals or existing lease modification or renewal exceeds twenty-five ("New Lease Costs") and Purchaser shall assume all such obligations at the Closing. Seller shall receive a credit at Closing for any New Lease Cost incurred by Seller prior to Closing. After the date ten (10) business days prior to the expiration of the Inspection Period, Seller shall not execute any new lease or existing lease modification or renewal affecting the Property without Purchaser's prior written consent. Purchaser's consent shall be deemed given if Purchaser has not responded to the contrary within ten (10) business days after Seller's written request and Purchaser's receipt of such new lease or existing lease modification or renewal (together with an estimation of the New Lease Costs25). If approved the net number of new leases offered by PurchaserLessor to Lessee or any Affiliate of Lessee during the aforementioned five (5) year period equals or exceeds twenty-five (25), a complete copy of any such new lease or existing lease modification or renewal no Termination Payment shall be delivered payable with respect to Purchaser within ten the termination of this Lease. To the extent that the net number of new leases offered by Lessor to Lessee or any Affiliate of Lessee over the aforementioned five (105) days of the full execution thereof. All New Lease Costs year period is less than twenty-five (25), Termination Payments shall be paid due with respect to the number of leases by Purchaser and Purchaser shall assume all which such obligations net number is less than twenty-five (25), together with interest thereon at the Closing Base Rate from the date when such Termination Payments would have been due and Seller shall receive a credit at Closing payable but for any New Lease Costs incurred by Seller prior to Closingthe foregoing deferral provisions. Purchaser acknowledges that there currently exists Notwithstanding the unsatisfied tenant improvement obligations and leasing commissions set forth on Exhibit N attached hereto. Seller agrees to pay the unsatisfied leasing commission obligations and tenant improvement obligations set forth on Exhibit N on or before the Closing or credit Purchaser for foregoing, the amount of said unsatisfied obligation any Termination Payment otherwise due and Purchaser owing hereunder shall assume all obligations therefor at Closingbe reduced by the Fair Market Value of any hotel management contracts referred to Lessee or its Affiliates by Lessor or its Affiliates during the five (5) year period.

New Leases. On Except for New Leases presented to Purchaser by Seller as hereafter provided, Purchaser and its successors, during the Earn-Out Period, shall not enter into any lease, tenancy, occupancy agreement, rental agreement, option, license or before ten concession for space in the Project (10) business days collectively, "Rental Undertaking"), without first obtaining Seller's prior written consent, which consent shall not be unreasonably withheld or delayed. If Seller consents as aforesaid to a Rental Undertaking, such approved Rental Undertaking shall be deemed a New Lease. During the period commencing on the date hereof and ending on the expiration of the Inspection Earn-Out Period, Seller may execute any new lease or modify or renew any existing lease affecting shall have the Property without Purchaser's consentexclusive right to negotiate prospective New Leases, except in the instance of Rental Undertakings to which Seller has consented as aforesaid. Purchaser agrees to bind its successors, assigns and their successors and assigns to the provisions of this Paragraph 13.04. Seller shall deliver a copy of any such new lease or existing lease modification or renewal (together with an estimation keep Purchaser reasonably advised of the terms, provisions and conditions of such prospective New Leases as well as the identity of and the available financial information pertaining to the lessee ("Prospect") of a proposed New Lease. Purchaser agrees to reasonably cooperate with and advise Seller whether the credit worthiness of the Prospect is acceptable to Purchaser and of those terms, provisions and conditions proposed for prospective New Leases that Purchaser approves or disapproves. Purchaser agrees not to unreasonably withhold or delay its consent and approval of the credit worthiness of the Prospect or of such terms, provisions and conditions, provided the same are reasonably consistent with the Leases and New Leases (or does not violate any provision thereof) in respect to (i) rental rates and proposed Tenant Inducements for comparable space within the Project for Prospects of comparable net worth, (ii) duration of lease term, and (iii) exclusive uses proposed for the Prospect. Under the provisions of a New Lease, (i) for the period prior to the Closing Date, Seller shall be the landlord thereof, and (ii) for the Earn-Out Period, Purchaser shall be the landlord thereof and Seller shall be a party thereto, as contractor, for the limited purpose of performing the New Lease Costs" Obligations (as hereinafter defined)), . When and as applicable, to Purchaser within ten (10) business days a final draft of execution by Seller and the new tenant or existing tenant, as applicable, but in any event on or before ten (10) business days prior to the expiration of the Inspection Period. In the event Purchaser disapproves of such new lease or existing lease modification or renewal, Purchaser's sole remedy shall be to terminate this Agreement in accordance with Paragraph 7 hereof. In the event that Purchaser does not terminate this Agreement as aforesaid, Purchaser shall be responsible for the costs of all tenant improvements and leasing commissions associated with the negotiation and execution of any such new lease or existing lease modification or renewal ("a New Lease Costs") and Purchaser shall assume all such obligations at the Closing. Seller shall receive a credit at Closing for any New Lease Cost incurred by Seller prior to Closing. After the date ten (10) business days prior to the expiration of the Inspection Periodis prepared, Seller shall not execute any new lease or existing lease modification or renewal affecting the Property without Purchaser's prior written consent. Purchaser's consent shall be deemed given if deliver a true and complete copy thereof to Purchaser has not responded along with all financial information pertaining to the contrary within ten (10) business days after Prospect that is in Seller's written request and Purchaser's receipt of such new lease possession or existing lease modification or renewal (together with an estimation of the New Lease Costs). If approved by Purchaser, a complete copy of any such new lease or existing lease modification or renewal shall be under its control that was not theretofore delivered to Purchaser within ten (10) days of the full execution thereof. All New Lease Costs shall be paid by Purchaser and Purchaser shall assume all such obligations at the Closing and Seller shall receive a credit at Closing for any New Lease Costs incurred by Seller prior to Closing. Purchaser acknowledges that there currently exists the unsatisfied tenant improvement obligations and leasing commissions set forth on Exhibit N attached hereto. Seller agrees to pay the unsatisfied leasing commission obligations and tenant improvement obligations set forth on Exhibit N on or before the Closing or credit Purchaser for the amount of said unsatisfied obligation and Purchaser shall assume all obligations therefor at Closing.to

New Leases. On Continue its present rental program and efforts at the Property to rent vacant space, provided that Seller will not approve the execution of any new leases or before ten tenant improvement contracts or amendment, termination or acceptance of the surrender of any existing tenancies or approve any subleases without the prior consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed, except that the Seller is authorized to accept the termination of leases at the end of their existing terms. Failure of Purchaser to consent or expressly withhold its consent stating with specificity the basis of its objection within five (105) business days prior to the expiration of the Inspection Period, Seller may execute any new lease or modify or renew any existing lease affecting the Property without Purchaser's consent. Seller shall deliver a copy of any after written request for such new lease or existing lease modification or renewal (together with an estimation of the "New Lease Costs" (as hereinafter defined)), as applicable, to Purchaser within ten (10) business days of execution by Seller and the new tenant or existing tenant, as applicable, but in any event on or before ten (10) business days prior to the expiration of the Inspection Period. In the event Purchaser disapproves of such new lease or existing lease modification or renewal, Purchaser's sole remedy consent shall be deemed to terminate this Agreement in accordance with Paragraph 7 hereofconstitute consent. In the event that any leases recently entered into and not considered by Purchaser does not terminate in determining the price to be paid for the Property are identified on EXHIBIT 4.4 hereto, or that any new lease is executed after the date of this Agreement as aforesaidwith Purchaser's approval, and in either event such lease requires the construction of tenant fixtures or improvements or the payment of leasing or brokerage commission(s) at the expense of the landlord, Purchaser agrees to assume the obligation to pay and/or at Closing to reimburse Seller for the paid portion of Purchaser's share of the cost of such improvements and leasing or brokerage commission(s) unless Seller and Purchaser expressly agree in writing that Seller shall be responsible for any such costs. The determination of Seller's and Purchaser's share of such costs shall be based upon the costs respective portions of all tenant improvements the fixed or base rents and leasing commissions associated with additional rents payable during the negotiation and execution applicable term of any such new lease or existing lease modification or renewal ("New Lease Costs") and Purchaser which shall assume all such obligations at the Closing. Seller shall receive a credit at Closing for any New Lease Cost incurred by Seller prior to Closing. After the date ten (10) business days prior be attributable to the expiration time periods before and after Closing (for example, the applicable term of a new Lease would be the Inspection Periodinitial term, Seller shall not execute any new while the applicable term of a lease or existing lease modification or renewal affecting would be the Property without Purchaser's prior written consent. Purchaser's consent shall be deemed given if Purchaser has not responded to the contrary within ten (10) business days after Seller's written request and Purchaser's receipt of such new lease or existing lease modification or exercised renewal (together with an estimation of the New Lease Coststerm). If approved by Purchaser, a complete copy The provisions of any such new lease or existing lease modification or renewal this section with respect to payment of costs shall be delivered to Purchaser within ten (10) days of the full execution thereof. All New Lease Costs shall be paid by Purchaser and Purchaser shall assume all such obligations at the Closing and Seller shall receive a credit at Closing for any New Lease Costs incurred by Seller prior to Closing. Purchaser acknowledges that there currently exists the unsatisfied tenant improvement obligations and leasing commissions set forth on Exhibit N attached hereto. Seller agrees to pay the unsatisfied leasing commission obligations and tenant improvement obligations set forth on Exhibit N on or before the Closing or credit Purchaser for the amount of said unsatisfied obligation and Purchaser shall assume all obligations therefor at survive Closing.

New Leases. On or before ten (10) business days prior to From and after the expiration of the Inspection PeriodEffective Date, Seller may execute shall not enter into any new lease or modify or renew with regard to any existing lease affecting portion of the Property without Purchaser's consent. Seller shall deliver a copy the prior written consent of any such new lease or existing lease modification or renewal Buyer (together with an estimation in its sole and absolute discretion) of both the initial Business Terms (defined below) of the "New Lease Costs" (as hereinafter defined)), as applicable, to Purchaser within ten (10) business days of execution by Seller lease and the new tenant or existing tenant, as applicable, but in any event on or before ten actual Lease Document (10) business days prior to the expiration of the Inspection Period. In the event Purchaser disapproves of such new lease or existing lease modification or renewal, Purchaser's sole remedy shall be to terminate this Agreement in accordance with Paragraph 7 hereofdefined below). In the event that Purchaser does not terminate this Agreement as aforesaidSeller has an opportunity to enter into a new lease for any portion of the Property after the Effective Date, Purchaser Seller shall deliver to Buyer a summary of the proposed business terms of the lease and other related business information (tenant financial information, estimated costs of improvements, commissions, etc.) (collectively, "Business Terms") and Buyer shall have five (5) business days from receipt of all of the Business Terms to provide Seller with written approval or disapproval of the Business Terms (in its sole and absolute discretion). Buyer's failure to provide such written approval or disapproval to the Business Terms within such five (5) business day period shall be deemed disapproval. When Seller and a proposed tenant have reached agreement on a lease document pursuant to Business Terms previously approved by Buyer as provided above, Seller shall deliver to Buyer a copy of the proposed lease document (the "Lease Document") and Buyer shall have five (5) business days from receipt of the Lease Document to provide Seller with written approval or disapproval of the Lease Document (in its sole and absolute discretion). Buyer's failure to provide such written approval or disapproval of the Lease Document within such five (5) business day period shall be deemed disapproval. If Buyer approves of the Business Terms and Lease Document, and Escrow closes, then Buyer shall become responsible for the costs cost of all tenant the leasehold improvements and leasing commissions associated with the negotiation and execution of any such new approved lease or existing lease modification or renewal ("New Lease Costs") and Purchaser shall assume all such obligations at the Closing. Seller shall receive a credit at Closing for any New Lease Cost incurred by Seller prior to Closing. After the date ten (10) business days prior to the expiration extent approved by Buyer. If the actual cost of the Inspection Periodleasehold improvements or leasing commissions exceeds the amount approved by Buyer pursuant to this Paragraph, and such excess costs are not due to a change in the terms, conditions, or leasehold improvements provided for under the Lease Document, or a change in the contractor or schedule to perform the work from the contractor who provided the bid used in the Business Terms, or a change in the materials for the tenant improvements, Seller shall not execute any new lease or existing lease modification or renewal affecting the Property without Purchaser's prior written consent. Purchaser's consent shall be deemed given if Purchaser has not responded to the contrary reimburse Buyer for such excess cost within ten (10) business days after Seller's written request and Purchaser's receipt of evidence of such new lease or existing lease modification or renewal (together with an estimation of the New Lease Costs)excess cost. If Seller must pay leasehold improvement or leasing commission costs before the Close of Escrow, that have been approved by PurchaserBuyer as provided above, a complete copy of any such new lease or existing lease modification or renewal then those payments by Seller shall be credited to Seller as an adjustment to the Purchase Price provided that Seller has delivered to Purchaser within ten Buyer (10in a form reasonably acceptable to Buyer) days proof of the full execution thereof. All New Lease Costs shall be paid by Purchaser payment and Purchaser shall assume all lien releases for those amounts in which Seller is seeking such obligations at the Closing and Seller shall receive a credit at Closing for any New Lease Costs incurred by Seller prior to Closing. Purchaser acknowledges that there currently exists the unsatisfied tenant improvement obligations and leasing commissions set forth on Exhibit N attached hereto. Seller agrees to pay the unsatisfied leasing commission obligations and tenant improvement obligations set forth on Exhibit N on or before the Closing or credit Purchaser for the amount of said unsatisfied obligation and Purchaser shall assume all obligations therefor at Closing.

New Leases. On Seller will deliver to Purchaser any new Leases or before ten any renewals, expansions, or modifications of existing Leases that Seller wishes to execute between the Effective Date and Closing (10a “Proposed Lease Transaction”). Seller’s notice of a Proposed Lease Transaction will include a description of all payments, costs and expenses required to be paid by the landlord pursuant to the Proposed Lease Transaction, including, without limitation, tenant improvement costs, lease buyout costs, reimbursement of tenant’s moving expenses and other out of pocket costs, design, refurbishment and club allowances, and the economic burden of any free or reduced rent (the “Tenant Inducement Costs”) business and the form of the proposed Lease. Purchaser agrees that it will promptly review such Proposed Lease Transaction within five (5) days after receipt of notice of the Proposed Lease Transaction from Seller. A failure to provide notice of disapproval within such five (5)-day period will be deemed to constitute approval by Purchaser for all purposes, including, without limitation, approval of the Tenant Inducement Costs. At Closing, Tenant Inducement Costs with respect to approved or deemed approved Proposed Lease Transactions will be assumed by Purchaser, and to the extent previously paid by Seller, they will be credited to the account of and paid to Seller at Closing. In the event Purchaser disapproves of any Proposed Lease Transaction, prior to the expiration of the Inspection Period and Seller, upon notice to Purchaser before the end of the Inspection Period,elects otherwise to proceed with the Proposed Lease Transaction, then Purchaser may at its option elect either: (a) to accept the Proposed Lease Transaction and proceed with the transaction described in this Agreement, or (b) to terminate this Agreement before the end of the Inspection Period, in which case the Exxxxxx Money will be refunded in full to Purchaser and thereupon this Agreement will be null and void and of no further force and effect whatsoever, except for the terms of this Agreement which expressly survive termination by Purchaser; provided, however, Seller may execute any new lease or modify or renew any existing lease affecting condition the Property without Purchaser's consent. Seller shall deliver a copy of any such new lease or existing lease modification or renewal (together with an estimation refund of the "New Lease Costs" (as hereinafter defined))Exxxxxx Money upon the execution and delivery by Purchaser to Seller of an instrument in recordable form that disclaims any and all continuing right, as applicabletitle and interest in and to the Property, to Purchaser within ten (10) business days of execution and if requested by Seller upon the delivery to Seller of the reports and studies referred to in Section 4.4 and any survey obtained by Purchaser. Notwithstanding the new tenant or existing tenantforegoing, as applicable, but in any event on or before ten (10) business days prior to all Proposed Lease Transactions that are proposed after the expiration of the Inspection Period. In Period require the event Purchaser disapproves approval of such new lease or existing lease modification or renewalPurchaser, Purchaser's sole remedy shall be to terminate this Agreement in accordance with Paragraph 7 hereof. In the event that Purchaser does not terminate this Agreement as aforesaid, Purchaser shall be responsible for the costs of all tenant improvements and leasing commissions associated with the negotiation and execution of any such new lease or existing lease modification or renewal ("New Lease Costs") and Purchaser shall assume all such obligations at the Closing. Seller shall receive a credit at Closing for any New Lease Cost incurred by Seller prior to Closing. After the date ten (10) business days prior to the expiration of the Inspection Period, Seller which approval shall not execute any new lease or existing lease modification or renewal affecting the Property without Purchaser's prior written consent. Purchaser's consent shall be deemed given if Purchaser has not responded to the contrary within ten (10) business days after Seller's written request and Purchaser's receipt of such new lease or existing lease modification or renewal (together with an estimation of the New Lease Costs). If approved by Purchaser, a complete copy of any such new lease or existing lease modification or renewal shall be delivered to Purchaser within ten (10) days of the full execution thereof. All New Lease Costs shall be paid by Purchaser and Purchaser shall assume all such obligations at the Closing and Seller shall receive a credit at Closing for any New Lease Costs incurred by Seller prior to Closing. Purchaser acknowledges that there currently exists the unsatisfied tenant improvement obligations and leasing commissions set forth on Exhibit N attached hereto. Seller agrees to pay the unsatisfied leasing commission obligations and tenant improvement obligations set forth on Exhibit N on or before the Closing or credit Purchaser for the amount of said unsatisfied obligation and Purchaser shall assume all obligations therefor at Closingunreasonably withheld.

New Leases. On Except for New Leases presented to Purchaser by Seller as hereafter provided, Purchaser and its successors, during the Earn-Out Period, shall not enter into 34 any lease, tenancy, occupancy agreement, rental agreement, option, license or before ten concession for space in the Project (10) business days collectively, "Rental Undertaking"), without first obtaining Seller's prior written consent, which consent shall not be unreasonably withheld or delayed. If Seller consents as aforesaid to a Rental Undertaking, such approved Rental Undertaking shall be deemed a New Lease. During the period commencing on the date hereof and ending on the expiration of the Inspection Earn-Out Period, Seller may execute any new lease or modify or renew any existing lease affecting shall have the Property without Purchaser's consentexclusive right to negotiate prospective New Leases, except in the instance of Rental Undertakings to which Seller has consented as aforesaid. Purchaser agrees to bind its successors, assigns and their successors and assigns to the provisions of this Paragraph 13.04. Seller shall deliver a copy of any such new lease or existing lease modification or renewal (together with an estimation keep Purchaser reasonably advised of the terms, provisions and conditions of such prospective New Leases as well as the identity of and the available financial information pertaining to the lessee ("Prospect") of a proposed New Lease. Purchaser agrees to reasonably cooperate with and advise Seller whether the credit worthiness of the Prospect is acceptable to Purchaser and of those terms, provisions and conditions proposed for prospective New Leases that Purchaser approves or disapproves. Purchaser agrees not to unreasonably withhold or delay its consent and approval of the credit worthiness of the Prospect or of such terms, provisions and conditions, provided the same are reasonably consistent with the Leases and New Leases (or does not violate any provision thereof) in respect to (i) rental rates and proposed Tenant Inducements for comparable space within the Project for Prospects of comparable net worth, (ii) duration of lease term, and (iii) exclusive uses proposed for the Prospect. Under the provisions of a New Lease, (i) for the period prior to the Closing Date, Seller shall be the landlord thereof, and (ii) for the Earn-Out Period, Purchaser shall be the landlord thereof and Seller shall be a party thereto, as contractor, for the limited purpose of performing the New Lease Costs" Obligations (as hereinafter defined)), . When and as applicable, to Purchaser within ten (10) business days a final draft of execution by Seller and the new tenant or existing tenant, as applicable, but in any event on or before ten (10) business days prior to the expiration of the Inspection Period. In the event Purchaser disapproves of such new lease or existing lease modification or renewal, Purchaser's sole remedy shall be to terminate this Agreement in accordance with Paragraph 7 hereof. In the event that Purchaser does not terminate this Agreement as aforesaid, Purchaser shall be responsible for the costs of all tenant improvements and leasing commissions associated with the negotiation and execution of any such new lease or existing lease modification or renewal ("a New Lease Costs") and Purchaser shall assume all such obligations at the Closing. Seller shall receive a credit at Closing for any New Lease Cost incurred by Seller prior to Closing. After the date ten (10) business days prior to the expiration of the Inspection Periodis prepared, Seller shall not execute any new lease or existing lease modification or renewal affecting the Property without Purchaser's prior written consent. Purchaser's consent shall be deemed given if deliver a true and complete copy thereof to Purchaser has not responded along with all financial information pertaining to the contrary Prospect that is in Seller's possession or under its control that was not theretofore delivered to Purchaser. Purchaser shall advise Seller, in writing, within ten (10) business days after Seller's written request and Purchaser's receipt of the draft New Lease, whether Purchaser approves or disapproves the same. If Purchaser notifies Seller as aforesaid of Purchaser's disapproval of a draft New Lease ("Disapproved Lease"), such new lease notice shall set forth, in reasonable particularity, the reasons for Purchaser's disapproval. If Purchaser fails to so notify Seller of whether the draft New Lease is approved or existing lease modification disapproved as aforesaid, it shall act as notice to Seller that Purchaser has approved the same. When a prospective New Lease has been approved or renewal is deemed to have been approved, (together with an estimation i) in the instance of prospective New Leases to be executed prior to the Closing, Seller shall execute the same as landlord thereunder, and (ii) in the instance of prospective New Leases to be executed during the Earn-Out Period, Seller shall promptly thereafter deliver execution originals of the same to Purchaser that have been executed by the subject Prospect, as the New Tenant, and by the Seller and/or Contractor in respect to the New Lease CostsObligations. Within five (5) business days following Purchaser's receipt of execution originals as aforesaid in 29 35 clause (ii), Purchaser shall execute and return the same to Seller. If approved Purchaser fails to return, when required, said originals executed by Purchaser as aforesaid, such New Lease ("Unsigned Lease") shall automatically be deemed a New Lease that is fully executed during the Earn-Out Segment (as hereinafter defined) in which Seller delivered it to Purchaser for execution, and shall be deemed a Qualified Lease and the Earn-Out Conditions in respect thereto satisfied on the sixth (6th) business day after it was delivered to Purchaser, notwithstanding the provisions of Paragraph 13.01(xi) hereof. As a result, subject to the provisions of the next sentence, Purchaser shall pay to Seller, on the twenty-fifth (25th) day of the month first occurring thereafter, the Earn-Out Payment computed in respect to such Unsigned Lease. However, in the event, after the date an Unsigned Lease became a Qualified Lease as aforesaid and prior to the date the Prospect thereof withdraws its signature thereto, Purchaser executes and returns to Seller such Unsigned Lease, Seller agrees to be bound by and to perform the New Lease Obligations for such Unsigned Lease. In the event, at any time prior to the date that is three (3) months subsequent to the expiration date of the Earn-Out Segment in which there was a Disapproved Lease, Purchaser (or its successors or assigns) enters into any Rental Undertaking with the Prospect of such Disapproved Lease, such Rental Undertaking shall automatically, notwithstanding the provisions of Paragraph 13.01(xi) hereof, be deemed to be a Qualified Lease, and Purchaser shall pay to Seller, on the twenty-fifth (25th) day of the month first occurring after such Rental Undertaking was signed by Purchaser, an amount equal to (a) the Earn-Out Payment computed in respect to the provisions of such Rental Undertaking as a complete copy of any such new lease or existing lease modification or renewal shall be delivered to Purchaser within ten Qualified Lease, minus (10b) days of the full execution thereof. All New Lease Costs shall be Footage Payment, if any, that was previously paid by Purchaser in respect to the portion of the Project that is the subject of such Rental Undertaking, minus (c) the costs incurred by Purchaser to unrelated third parties for the construction and completion of tenant improvements and broker's commissions for the subject Rental Undertaking, but in an amount, in either instance, not greater than the cost of those tenant improvements and Commissions provided in the Disapproved Lease, and minus (d) any unsatisfied right of offset afforded Purchaser pursuant to Paragraphs 5.04, 9.03, 14.06, 14.07 and 16.01 hereof. The obligations of Purchaser under the provisions of this grammatical paragraph shall assume all such obligations at survive the Closing and Seller shall receive a credit at Closing for any New Lease Costs incurred by Seller prior to Closing. Purchaser acknowledges that there currently exists the unsatisfied tenant improvement obligations and leasing commissions set forth on Exhibit N attached hereto. Seller agrees to pay later expiration of the unsatisfied leasing commission obligations and tenant improvement obligations set forth on Exhibit N on or before the Closing or credit Purchaser for the amount of said unsatisfied obligation and Purchaser shall assume all obligations therefor at ClosingEarn-Out Period.

New Leases. On or before ten (10) business days prior to the expiration of the Inspection Period, Seller may execute any new lease or modify or renew any existing lease affecting the Property without Purchaser's consent, provided the terms of such new lease or modification or extension to existing lease are commercially reasonable. Seller shall deliver a copy of any such new lease or existing lease modification or renewal (together with an estimation of the "New Lease Costs" (as hereinafter defined)), as applicable, to Purchaser within ten three (103) business days of execution by Seller and the new tenant or existing tenant, as applicable, but in any event on or before ten four (104) business days prior to the expiration of the Inspection Period. In the event Purchaser disapproves of such new lease or existing lease modification or renewal, within three (3) business days of the receipt of such new lease or existing lease modification or renewal, Purchaser shall either (i) terminate this Agreement in accordance with Paragraph 7 hereof or (ii) direct Seller to not execute such new lease or existing lease modification or renewal and waive Purchaser's sole remedy shall be right to terminate this Agreement in accordance with Paragraph 7 hereof7. In the event that Purchaser does not terminate this Agreement as aforesaid, Purchaser shall be responsible for the costs of all tenant improvements improvements, leasing costs and leasing commissions and reasonable attorney's fees associated with the negotiation and execution of any such new lease or existing lease modification or renewal ("New Lease Costs") and Purchaser shall assume all such obligations at the Closing). Seller shall receive a credit at Closing for any New Lease Cost incurred by Seller prior to Closing. After the date ten (10) business days prior to the expiration of the Inspection Period, Seller shall not execute any new lease or existing lease modification or renewal affecting the Property without Purchaser's prior written consent, which consent shall not be unreasonably withheld or delayed. Purchaser's consent shall be deemed given if Purchaser has not responded to the contrary within ten five (105) business days after Seller's written request and Purchaser's receipt of such new lease or existing lease modification or renewal (together with an estimation of the New Lease Costs). If approved by Purchaser, a complete copy of any such new lease or existing lease modification or renewal shall be delivered to Purchaser within ten (10) days of the full execution thereof. All New Lease Costs shall be paid by Purchaser and Purchaser shall assume all such obligations at the Closing and Seller shall receive a credit at Closing for any New Lease Costs incurred by Seller prior to Closing. Purchaser acknowledges that there currently exists the unsatisfied tenant improvement obligations and leasing commissions set forth on Exhibit N O attached hereto. Seller agrees With respect to pay the unsatisfied all tenant improvements and leasing commission obligations and tenant improvement obligations set forth on Exhibit N on or before the Closing or credit Purchaser for the amount of said unsatisfied obligation and O, Purchaser shall assume all the obligations therefor for the payment thereof and credit Seller at ClosingClosing for any amounts paid toward the aforesaid tenant improvements or leasing commission obligations set forth on Exhibit O. In the event the current leases for the Property include unsatisfied tenant improvement obligations or leasing commissions not listed on Exhibit O, Seller shall be solely responsible for such tenant improvement obligations and leasing commissions.

New Leases. On For purposes of this Agreement, any Lease entered into after the Effective Date, and any modification, amendment, restatement or before ten (10) business days prior renewal of any existing Lease entered into after such date, shall be referred to individually as a “New Lease” and collectively as the expiration of “New Leases.” Until the Inspection PeriodEffective Date, Seller may execute enter into any new lease or modify or renew any existing lease affecting the Property New Leases without Purchaser's ’s consent. , as long as Seller shall deliver delivers a copy of any such new lease or existing lease New Leases to Purchaser promptly upon the Effective Date. Following the Effective Date, Seller shall not enter into any New Lease (other than an amendment, restatement, modification or renewal (together with an estimation of any existing Lease pursuant to a right granted the "tenant under such existing Lease) without Purchaser’s prior written consent, which will not be unreasonably withheld or delayed, provided Purchaser shall have the right to withhold consent in its sole discretion to any Tenant Inducement Costs in any New Lease Costs" for which Purchaser’s consent is required hereunder. If Purchaser does not respond in writing to Seller’s request for approval or disapproval of a New Lease within five (as hereinafter defined)), as applicable, to Purchaser within ten (105) business days after Purchaser’s receipt of execution by Seller and the new tenant or existing tenant, as applicable, but in any event on or before ten (10) business days prior to the expiration of the Inspection Period. In the event Purchaser disapproves of such new lease or existing lease modification or renewal, Purchaser's sole remedy shall be to terminate this Agreement in accordance with Paragraph 7 hereof. In the event that Purchaser does not terminate this Agreement as aforesaidSeller’s request, Purchaser shall be responsible for conclusively deemed to have approved of such New Lease. Notwithstanding the costs of all tenant improvements and leasing commissions associated foregoing, Seller shall be entitled (but shall not be obligated) to enter into New Leases with those tenants identified on Schedule 9.3.1 attached hereto in substantial conformance with the negotiation and execution terms of any such new lease or existing lease modification or renewal ("New Lease Costs") Leases described on Seller’s due diligence website, and Purchaser shall assume all such obligations at the Closing. Seller shall receive a credit at Closing for any New Lease Cost incurred by Seller prior to Closing. After the date ten (10) business days prior to the expiration of the Inspection Period, Seller shall not execute any new lease or existing lease modification or renewal affecting the Property without Purchaser's prior written consent. Purchaser's consent shall be deemed given if to have approved any such New Leases; provided, however, Purchaser has not responded retains the right to approve any material deviations from the contrary within ten (10) business days after Seller's written request and Purchaser's receipt terms of such new lease or existing lease modification or renewal (together with an estimation of the New Lease Costs). If approved by Purchaser, a complete copy of any such new lease or existing lease modification or renewal shall be delivered to Purchaser within ten (10) days of the full execution thereof. All New Lease Costs shall be paid by Purchaser and Purchaser shall assume all such obligations at the Closing and Seller shall receive a credit at Closing for any New Lease Costs incurred by Seller prior to Closing. Purchaser acknowledges that there Leases as currently exists the unsatisfied tenant improvement obligations and leasing commissions set forth on Exhibit N attached hereto. Seller agrees to pay the unsatisfied leasing commission obligations and tenant improvement obligations set forth on Exhibit N on or before the Closing or credit Purchaser for the amount of said unsatisfied obligation and Purchaser shall assume all obligations therefor at ClosingSeller’s due diligence website.

New Leases. On For purposes of this Agreement, any Lease entered into after November 5, 2017, and any modification, amendment, restatement or before ten renewal of any existing Lease entered into after November 15, 2017, shall be referred to individually as a “New Lease” and collectively as the “New Leases.” Until the date that is five (105) business days prior to the expiration of the Inspection Due Diligence Period, Seller may execute enter into any new lease or modify or renew any existing lease affecting the Property New Leases without Purchaser's ’s consent. , so long as Seller shall deliver delivers a copy of any such new lease or existing lease modification or renewal (together with an estimation of the "New Lease Costs" (as hereinafter defined)), as applicable, Leases to Purchaser within ten at least five (10) business days of execution by Seller and the new tenant or existing tenant, as applicable, but in any event on or before ten (105) business days prior to the expiration of the Inspection Due Diligence Period. In the event Purchaser disapproves of such new lease or existing lease modification or renewal, Purchaser's sole remedy shall be to terminate this Agreement in accordance with Paragraph 7 hereof. In the event that Purchaser does not terminate this Agreement as aforesaid, Purchaser shall be responsible for the costs of all tenant improvements and leasing commissions associated with the negotiation and execution of any such new lease or existing lease modification or renewal ("New Lease Costs") and Purchaser shall assume all such obligations at the Closing. Seller shall receive a credit at Closing for any New Lease Cost incurred by Seller prior to Closing. After Following the date ten that is five (105) business days prior to the expiration of the Inspection Due Diligence Period, Seller shall not execute enter into any new lease or existing lease New Lease (other than an amendment, restatement, modification or renewal affecting of any existing Lease pursuant to a right granted to the Property tenant under such existing Lease) without Purchaser's ’s prior written consent, which will not be unreasonably withheld, conditioned or delayed. Purchaser's consent shall be deemed given if If Purchaser has does not responded respond in writing to the contrary Seller’s request for approval of a New Lease within ten five (105) business days after Seller's written request and Purchaser's ’s receipt of such new lease or existing lease modification or renewal (together with an estimation of the New Lease Costs). If approved by PurchaserSeller’s request, a complete copy of any such new lease or existing lease modification or renewal Purchaser shall be delivered conclusively deemed to Purchaser within ten (10) days have approved of such New Lease. Notwithstanding the full execution thereof. All New Lease Costs foregoing, Seller shall be paid by Purchaser entitled (but shall not be obligated) to enter into New Leases with those tenants, if any, identified on Schedule 9.3.1 attached hereto, and Purchaser shall assume all be deemed to have approved any such obligations at New Lease, provided they are on terms consistent with the Closing and Seller shall receive a credit at Closing for any New Lease Costs incurred by Seller drafts provided to Purchaser prior to Closing. Purchaser acknowledges that there currently exists the unsatisfied tenant improvement obligations and leasing commissions set forth on Exhibit N attached hereto. Seller agrees to pay end of the unsatisfied leasing commission obligations and tenant improvement obligations set forth on Exhibit N on or before the Closing or credit Purchaser for the amount of said unsatisfied obligation and Purchaser shall assume all obligations therefor at ClosingDue Diligence Period.

New Leases. On or before ten five (105) business days prior to the expiration of the Inspection Period, Seller may execute any new lease or modify or renew any existing lease affecting the Property without Purchaser's consent, provided the terms of such new lease or modification or extension to existing lease are commercially reasonable. Seller shall deliver a copy of any such new lease or existing lease modification or renewal (together with an estimation of the "New Lease Costs" (as hereinafter defined)), as applicable, to Purchaser within ten three (103) business days of execution by Seller and the new tenant or existing tenant, as applicable, but in any event on or before ten four (104) business days prior to the expiration of the Inspection Period. In the event Purchaser disapproves of such new lease or existing lease modification or renewal, within three (3) business days of the receipt of such new lease or existing lease modification or renewal, Purchaser shall either (i) terminate this Agreement in accordance with Paragraph 7 hereof or (ii) direct Seller to not execute such new lease or existing lease modification or renewal and waive Purchaser's sole remedy shall be right to terminate this Agreement in accordance with Paragraph 7 hereof7. In the event that Purchaser does not terminate this Agreement as aforesaid, Purchaser shall be responsible for the costs of all tenant improvements improvements, leasing costs and leasing commissions and reasonable attorney's fees associated with the negotiation and execution of any such new lease or existing lease modification or renewal ("New Lease Costs") and Purchaser shall assume all such obligations at the Closing). Seller shall receive a credit at Closing for any New Lease Cost incurred by Seller prior to Closing. After the date ten five (105) business days prior to the expiration of the Inspection Period, Seller shall not execute any new lease or existing lease modification or renewal affecting the Property without Purchaser's prior written consent, which shall not be unreasonably withheld. Purchaser's consent shall be deemed given if Purchaser has not responded to the contrary within ten five (105) business days after Seller's written request and Purchaser's receipt of such new lease or existing lease modification or renewal (together with an estimation of the New Lease Costs). If approved by Purchaser, a complete copy of any such new lease or existing lease modification or renewal shall be delivered to Purchaser within ten (10) days of the full execution thereof. All New Lease Costs shall be paid by Purchaser and Purchaser shall assume all such obligations at the Closing and Seller shall receive a credit at Closing for any New Lease Costs incurred by Seller prior to Closing. Purchaser acknowledges that there currently exists the unsatisfied tenant improvement obligations and leasing commissions set forth on Exhibit N O attached hereto. Seller agrees With respect to pay the unsatisfied all tenant improvements and leasing commission obligations and tenant improvement obligations set forth on Exhibit N on or before the Closing or credit Purchaser for the amount of said unsatisfied obligation and O, Purchaser shall assume all the obligations therefor for the payment thereof and credit Seller at Closing for any amounts paid toward the aforesaid tenant improvements or leasing commission obligations set forth on Exhibit O, except for the payment of the tenant improvements and leasing commissions for the Frontier Lease (defined below). In the event the current leases for the Property include unsatisfied tenant improvement obligations or leasing commissions not listed on Exhibit O, Seller shall be solely responsible for such tenant improvement obligations and leasing commissions. Purchaser's obligation to acquire the Property is subject to execution by Seller and Frontier ("Frontier") of a lease pursuant to which Frontier will lease approximately 130,000 square feet ("Frontier Lease") prior to the end of the Inspection Period for a term until March 31, 2004 and with minimum effective base rent as follows: $17.75 per square foot the first lease year, increased by $.25 per square foot each subsequent lease year. In the event that (a) Seller and Frontier do not execute the Frontier Lease prior to the end of the Inspection Period and (b) Purchaser does not terminate this Agreement pursuant to Paragraph 7.1, Purchaser will not be entitled to terminate this Agreement by reason of the failure of Seller and Frontier to execute the Frontier Lease. Seller shall not be liable under the Agreement if Seller and Frontier do not execute and deliver the Frontier Lease. Seller shall pay the New Lease Costs (including free rent credits) for the Frontier Lease, for which Seller shall not be entitled to a credit at Closing. To the extent the New Lease Costs for the Frontier Lease have not been paid as of the Closing Date, Seller will provide Purchaser with a credit at the Closing for such unpaid New Lease Costs of the Frontier Lease.

New Leases. On or before ten seven (107) business days prior to the expiration of the Inspection Period, Seller may execute any new lease or modify or renew any existing lease affecting the Property without Purchaser's consent. Seller shall deliver a copy of any such new lease or existing lease modification or renewal (together with an estimation of the "New Lease Costs" (as hereinafter defined)), as applicable, to Purchaser within ten three (103) business days of execution by Seller and the new tenant or existing tenant, as applicable, but in any event on or before ten two (102) business days prior to the expiration of the Inspection Period. In the event Purchaser disapproves of such new lease or existing lease modification or renewal, Purchaser's sole remedy shall be to terminate this Agreement in accordance with Paragraph 7 hereof. In the event that Purchaser does not terminate this Agreement as aforesaid, Purchaser shall be responsible for the costs of all tenant improvements improvements, leasing costs and leasing commissions associated with the negotiation and execution of any such new lease or existing lease modification or renewal ("New Lease Costs") ); provided that, to the extent that rent commences under such new lease or modification and Purchaser is received by Seller, the New Lease Costs shall assume all be prorated at Closing (between the entire term of the new and modified lease and the period between such obligations at the rent commencement and Closing). Subject to such proration, Seller shall receive a credit at Closing for any New Lease Cost incurred by Seller prior to Closing. After the date ten seven (107) business days prior to the expiration of the Inspection Period, Seller shall not execute any new lease or existing lease modification or renewal affecting the Property without Purchaser's prior written consent, which may be withheld in Purchaser's sole discretion. Purchaser's consent shall be deemed given if Purchaser has not responded to the contrary within ten five (105) business days after Seller's written request and Purchaser's receipt of such new lease or existing lease modification or renewal (together with an estimation of the New Lease Costs). If approved by Purchaser, a complete copy of any such new lease or existing lease modification or renewal shall be delivered to Purchaser within ten (10) days of the full execution thereof. All New Lease Costs shall be paid by Purchaser and Purchaser shall assume all such obligations at the Closing and Seller shall receive a credit at Closing for any New Lease Costs incurred by Seller prior to Closing. Purchaser acknowledges that there currently exists the unsatisfied tenant improvement obligations and leasing commissions set forth on Exhibit N attached hereto. Seller agrees to pay the unsatisfied leasing commission obligations and tenant improvement obligations set forth on Exhibit N on or before the Closing or credit Purchaser for the amount of said unsatisfied obligation and Purchaser shall assume all obligations therefor at Closing.

New Leases. On Except for New Leases presented to Purchaser by Seller as hereafter provided, Purchaser and its successors, during the Earn-Out Period, shall not enter into any lease, tenancy, occupancy agreement, rental agreement, option, license or before ten concession for space in the Project (10) business days collectively, "Rental Undertaking"), without first obtaining Seller's prior written consent, which consent shall not be unreasonably withheld or delayed. If Seller consents as aforesaid to a Rental Undertaking, such approved Rental Undertaking shall be deemed a New Lease. During the period commencing on the date hereof and ending on the expiration of the Inspection Period, Seller may execute any new lease or modify or renew any existing lease affecting the Property without Purchaser's consent. Seller shall deliver a copy of any such new lease or existing lease modification or renewal (together with an estimation of the "New Lease Costs" (as hereinafter defined)), as applicable, to Purchaser within ten (10) business days of execution by Seller and the new tenant or existing tenant, as applicable, but in any event on or before ten (10) business days prior to the expiration of the Inspection Period. In the event Purchaser disapproves of such new lease or existing lease modification or renewal, Purchaser's sole remedy shall be to terminate this Agreement in accordance with Paragraph 7 hereof. In the event that Purchaser does not terminate this Agreement as aforesaid, Purchaser shall be responsible for the costs of all tenant improvements and leasing commissions associated with the negotiation and execution of any such new lease or existing lease modification or renewal ("New Lease Costs") and Purchaser shall assume all such obligations at the Closing. Seller shall receive a credit at Closing for any New Lease Cost incurred by Seller prior to Closing. After the date ten (10) business days prior to the expiration of the Inspection Earn-Out Period, Seller shall not execute any new lease or existing lease modification or renewal affecting have the Property without Purchaser's prior written consentexclusive right to negotiate prospective New Leases, except in the instance of Rental Undertakings to which Seller has consented as aforesaid. Purchaser's consent shall be deemed given if Purchaser has not responded agrees to bind its successors, assigns and their successors and assigns to the contrary within ten (10) business days after Seller's written request provisions of this Paragraph 13.04. Seller shall keep Purchaser reasonably advised of the terms, provisions and Purchaser's receipt conditions of such new lease or existing lease modification or renewal prospective New Leases as well as the identity of and the available financial information pertaining to the lessee (together "Prospect") of a proposed New Lease. Purchaser agrees to reasonably cooperate with an estimation and advise Seller whether the credit worthiness of the New Lease Costs). If approved by Purchaser, a complete copy of any such new lease or existing lease modification or renewal shall be delivered Prospect is acceptable to Purchaser within ten (10) days and of those terms, provisions and conditions proposed for prospective New Leases that Purchaser approves or disapproves. Purchaser agrees not to unreasonably withhold or delay its consent and approval of the full execution credit worthiness of the Prospect or of such terms, provisions and conditions, provided the same are reasonably consistent with the Leases and New Leases (or does not violate any provision thereof. All New Lease Costs shall be paid by Purchaser ) in respect to (i) rental rates and Purchaser shall assume all such obligations at proposed Tenant Inducements for comparable space within the Closing Project for Prospects of comparable net worth, (ii) duration of lease term, and Seller shall receive a credit at Closing for any New Lease Costs incurred by Seller prior to Closing. Purchaser acknowledges that there currently exists the unsatisfied tenant improvement obligations and leasing commissions set forth on Exhibit N attached hereto. Seller agrees to pay the unsatisfied leasing commission obligations and tenant improvement obligations set forth on Exhibit N on or before the Closing or credit Purchaser (iii) exclusive uses proposed for the amount of said unsatisfied obligation and Purchaser shall assume all obligations therefor at Closing.Prospect..

New Leases. On For purposes of this Agreement, any Lease entered into after November 5, 2017, and any modification, amendment, restatement or before ten renewal of any existing Lease entered into after November 15, 2017, shall be referred ImanageDB:4161238.11 to individually as a “New Lease” and collectively as the “New Leases.” Until the date that is five (105) business days prior to the expiration of the Inspection Due Diligence Period, Seller may execute enter into any new lease or modify or renew any existing lease affecting the Property New Leases without Purchaser's ’s consent. , so long as Seller shall deliver delivers a copy of any such new lease or existing lease modification or renewal (together with an estimation of the "New Lease Costs" (as hereinafter defined)), as applicable, Leases to Purchaser within ten at least five (10) business days of execution by Seller and the new tenant or existing tenant, as applicable, but in any event on or before ten (105) business days prior to the expiration of the Inspection Due Diligence Period. In the event Purchaser disapproves of such new lease or existing lease modification or renewal, Purchaser's sole remedy shall be to terminate this Agreement in accordance with Paragraph 7 hereof. In the event that Purchaser does not terminate this Agreement as aforesaid, Purchaser shall be responsible for the costs of all tenant improvements and leasing commissions associated with the negotiation and execution of any such new lease or existing lease modification or renewal ("New Lease Costs") and Purchaser shall assume all such obligations at the Closing. Seller shall receive a credit at Closing for any New Lease Cost incurred by Seller prior to Closing. After Following the date ten that is five (105) business days prior to the expiration of the Inspection Due Diligence Period, Seller shall not execute enter into any new lease or existing lease New Lease (other than an amendment, restatement, modification or renewal affecting of any existing Lease pursuant to a right granted to the Property tenant under such existing Lease) without Purchaser's ’s prior written consent, which will not be unreasonably withheld, conditioned or delayed. Purchaser's consent shall be deemed given if If Purchaser has does not responded respond in writing to the contrary Seller’s request for approval of a New Lease within ten five (105) business days after Seller's written request and Purchaser's ’s receipt of such new lease or existing lease modification or renewal (together with an estimation of the New Lease Costs). If approved by PurchaserSeller’s request, a complete copy of any such new lease or existing lease modification or renewal Purchaser shall be delivered conclusively deemed to Purchaser within ten (10) days have approved of such New Lease. Notwithstanding the full execution thereof. All New Lease Costs foregoing, Seller shall be paid by Purchaser entitled (but shall not be obligated) to enter into New Leases with those tenants, if any, identified on Schedule 9.3.1 attached hereto, and Purchaser shall assume all be deemed to have approved any such obligations at New Lease, provided they are on terms consistent with the Closing and Seller shall receive a credit at Closing for any New Lease Costs incurred by Seller drafts provided to Purchaser prior to Closing. Purchaser acknowledges that there currently exists the unsatisfied tenant improvement obligations and leasing commissions set forth on Exhibit N attached hereto. Seller agrees to pay end of the unsatisfied leasing commission obligations and tenant improvement obligations set forth on Exhibit N on or before the Closing or credit Purchaser for the amount of said unsatisfied obligation and Purchaser shall assume all obligations therefor at ClosingDue Diligence Period.

New Leases. On or before ten Five (105) business days prior to the expiration of the Inspection Period, Seller may execute any new lease or modify or renew any existing lease affecting the Property without Purchaser's consent. Seller shall deliver a copy of any such new lease or existing lease modification or renewal (together with an estimation of the "New Lease Costs" (as hereinafter defined)), as applicable, to Purchaser within ten three (103) business days of execution by Seller and the new tenant or existing tenant, as applicable, but in any event on or before ten Four (104) business days prior to the expiration of the Inspection Period. In the event Purchaser disapproves of such new lease or existing lease modification or renewal, Purchaser's sole remedy shall be to terminate this Agreement in accordance with Paragraph 7 hereof. In the event that Purchaser does not terminate this Agreement as aforesaid, Purchaser shall be responsible for the costs of all tenant improvements improvements, leasing costs and leasing commissions and reasonable attorney's fees (up to a maximum amount of $1000.00 of attorney's fees per new lease or existing lease modification or renewal) associated with the negotiation and execution of any such new lease or existing lease modification or renewal ("New Lease Costs") and Purchaser shall assume all such obligations at the Closing). Seller shall receive a credit at Closing for any New Lease Cost incurred by Seller prior to Closing. After the date ten Five (105) business days prior to the expiration of the Inspection Period, Seller shall not execute any new lease or existing lease modification or renewal affecting the Property without Purchaser's prior written consent, which shall not be unreasonably withheld. Purchaser's consent shall be deemed given if Purchaser has not responded to the contrary within ten five (105) business days after Seller's written request and Purchaser's receipt of such new lease or existing lease modification or renewal (together with an estimation of the New Lease Costs). If approved by Purchaser, a complete copy of any such new lease or existing lease modification or renewal shall be delivered to Purchaser within ten (10) days of the full execution thereof. All New Lease Costs shall be paid by Purchaser and Purchaser shall assume all such obligations at the Closing and Seller shall receive a credit at Closing for any New Lease Costs incurred by Seller prior to Closing. Purchaser acknowledges that there currently exists the unsatisfied tenant improvement obligations and leasing commissions set forth on Exhibit N attached hereto. Seller agrees to pay the unsatisfied leasing commission obligations and tenant improvement obligations set forth on Exhibit N with respect to The Junkyard on or before the Closing or credit Purchaser for the amount of said unsatisfied obligation Closing. With respect to all other tenant improvements and leasing commission obligations set forth on Exhibit N, Purchaser shall assume all the obligations therefor for the payment thereof and credit Seller at ClosingClosing for any amounts paid toward the aforesaid tenant improvements or leasing commission obligations (other than The Junkyard) set forth on Exhibit N. In the event the current leases for the Property include unsatisfied tenant improvement obligations or leasing commissions not listed on Exhibit N, Seller shall be solely responsible for such tenant improvement obligations and leasing commissions.

New Leases. On Except for New Leases presented to Purchaser by Seller as hereafter provided, Purchaser and its successors, during the Earn-Out Period, shall not enter into any lease, tenancy, occupancy agreement, rental agreement, option, license or before ten concession for space in the Project (10) business days collectively, "Rental Undertaking"), without first obtaining Seller's prior written consent, which consent shall not be unreasonably withheld or delayed. If Seller consents as aforesaid to a Rental Undertaking, such approved Rental Undertaking shall be deemed a New Lease. During the period commencing on the date hereof and ending on the expiration of the Inspection Earn-Out Period, Seller may execute any new lease or modify or renew any existing lease affecting shall have the Property without Purchaser's consentexclusive right to negotiate prospective New Leases, except in the instance of Rental Undertakings to which Seller has consented as aforesaid. Purchaser agrees to bind its successors, assigns and their successors and assigns to the provisions of this Paragraph 13.04. Seller shall deliver a copy of any such new lease or existing lease modification or renewal (together with an estimation keep Purchaser reasonably advised of the terms, provisions and conditions of such prospective New Leases as well as the identity of and the available financial information pertaining to the lessee ("Prospect") of a proposed New Lease. Purchaser agrees to reasonably cooperate with and advise Seller whether the credit worthiness of the Prospect is acceptable to Purchase and of those terms, provisions and conditions proposed for prospective New Leases that Purchaser approves or disapproves. Purchaser agrees not to unreasonably withhold or delay its consent and approval of the credit worthiness of the Prospect or of such terms, provisions and conditions, provided the same are reasonably consistent with the Leases and New Leases (or does not violate any provision thereof) in respect to (i) rental rates and proposed Tenant Inducements for comparable space within the Project for Prospects of comparable net worth, (ii) duration of lease term, and (iii) exclusive uses proposed for the Prospect. Under the provisions of a New Lease, (i) for the period prior to the Closing Date, Seller shall be the landlord thereof, and (ii) for the Earn-Out Period, Purchaser shall be the landlord thereof and Seller shall be a party thereto, as contractor, for the limited purpose of performing the New Lease Costs" Obligations (as hereinafter defined)), as applicable, to Purchaser within ten (10) business days of execution by Seller and the new tenant or existing tenant, as applicable, but in any event on or before ten (10) business days prior to the expiration of the Inspection Period. In the event Purchaser disapproves of such new lease or existing lease modification or renewal, Purchaser's sole remedy shall be to terminate this Agreement in accordance with Paragraph 7 hereof. In the event that Purchaser does not terminate this Agreement as aforesaid, Purchaser shall be responsible for the costs of all tenant improvements and leasing commissions associated with the negotiation and execution of any such new lease or existing lease modification or renewal ("New Lease Costs") and Purchaser shall assume all such obligations at the Closing. Seller shall receive a credit at Closing for any New Lease Cost incurred by Seller prior to Closing. After the date ten (10) business days prior to the expiration of the Inspection Period, Seller shall not execute any new lease or existing lease modification or renewal affecting the Property without Purchaser's prior written consent. Purchaser's consent shall be deemed given if Purchaser has not responded to the contrary within ten (10) business days after Seller's written request and Purchaser's receipt of such new lease or existing lease modification or renewal (together with an estimation of the New Lease Costs). If approved by Purchaser, a complete copy of any such new lease or existing lease modification or renewal shall be delivered to Purchaser within ten (10) days of the full execution thereof. All New Lease Costs shall be paid by Purchaser and Purchaser shall assume all such obligations at the Closing and Seller shall receive a credit at Closing for any New Lease Costs incurred by Seller prior to Closing. Purchaser acknowledges that there currently exists the unsatisfied tenant improvement obligations and leasing commissions set forth on Exhibit N attached hereto. Seller agrees to pay the unsatisfied leasing commission obligations and tenant improvement obligations set forth on Exhibit N on or before the Closing or credit Purchaser for the amount of said unsatisfied obligation and Purchaser shall assume all obligations therefor at Closing.

New Leases. On or before ten (10) business days prior Prior to the expiration of the Inspection Period, Seller may execute any new lease or modify or renew any existing lease affecting the Property without Purchaser's consent. Seller shall agrees to deliver a copy of any such new lease or existing lease modification or renewal (together with an estimation of the "New Lease Costs" (as hereinafter defined)), as applicable, to Purchaser within ten five (105) business days of execution by Seller and the new tenant or existing tenant, as applicable, but in any event on or before ten (10) business days prior to the expiration of the Inspection PeriodPeriod any new leases executed by Seller. In the event Purchaser disapproves of Any such new lease or existing lease modification or renewal, Purchaser's sole remedy shall be to terminate this Agreement in accordance with Paragraph 7 hereof. In the event that Purchaser does not terminate this Agreement as aforesaid, Purchaser shall be responsible for the costs of all tenant improvements and leasing commissions associated with the negotiation and execution of any such new lease or existing lease modification or renewal ("New Lease Costs") and Purchaser shall assume all such obligations at the Closing. Seller shall receive a credit at Closing for any New Lease Cost incurred leases executed by Seller prior to Closingthe expiration of the Inspection Period shall be with bonafide, arms-length tenants, at market rental rates for a basic term not to exceed five (5) years and on Seller's standard form of lease, for uses which are compatible with the Property and are not prohibited by other existing leases and shall contain concession packages that do not exceed the following: (i) free rent for a period through March 31, 1997, (ii) tenant alloxxxxxx xxx $0.00 xxx square foot of leasable area, and (iii) leasing commissions for the first five (5) years of the term at market rates. After the date ten (10) business days prior to the expiration of the Inspection Period, Seller shall not execute any new lease or existing lease modification or renewal affecting the Property without Purchaser's prior written consent. Upon requesting Purchaser's consent, Seller shall deliver a complete copy of said lease to Purchaser. Purchaser's consent shall be deemed given if Purchaser has not responded to the contrary within ten five (105) business days after receipt of Seller's written request and Purchaser's receipt the complete copy of such new lease or existing lease modification or renewal (together with an estimation of the New Lease Costs)said lease. If approved by Purchaser, a complete copy of any such new lease or existing lease modification or renewal shall be delivered to Purchaser within ten (10) days of the full execution thereof. All New Lease Costs costs incurred in connection with the negotiation and execution of any new lease, including without limitation, leasing costs and commissions, tenant improvement allowances, and reasonable attorneys' fees, shall be paid by Purchaser or credited to Seller at Closing if already paid by Seller. Purchaser and Seller agree that Purchaser shall assume all such obligations at have the Closing right to represent to prospective tenants that Purchaser has executed the Agreement and has the right to present lease transactions to Seller herein. Seller shall receive a credit at Closing for in good faith review all lease transactions presented to Seller by Purchaser and shall execute such leases which Seller deems suitable subject to the reasonable approval of Seller. Seller shall have the right to take into account the following factors in determining whether or not to execute the lease: (i) the creditworthiness of the prospective tenant; (ii) the reputation and operation history of the tenant; (iii) the compatibility of the use and any New Lease Costs incurred then existing exclusivity covenants; and (iv) the rental rate and concession package (including, without limitation, tenant allowance and landlord work and rental concessions). Any transaction executed by Seller prior shall be on Seller's standard form subject to Closingchanges reasonably approved by Seller. Notwithstanding anything contained herein to the contrary, Purchaser acknowledges that there currently exists hereby approves of the unsatisfied tenant improvement obligations and leasing commissions proposed lease transaction set forth on in Exhibit N attached heretohereto and incorporated herein. Seller To the extent Purchaser enters into a lease transaction in accordance with the terms set forth in Exhibit N, Purchaser agrees to pay that all costs incurred in connection with the unsatisfied negotiation and execution of such lease, including, without limitation, leasing commission obligations costs and commissions, tenant improvement obligations set forth on Exhibit N on allowances of up to $40,000 and reasonable attorneys' fees, shall be assumed and paid by Purchaser or before the credited to Seller at Closing or credit Purchaser for the amount of said unsatisfied obligation and Purchaser shall assume all obligations therefor at Closingif already paid by Seller.

New Leases. On or before ten In the event that Seller has an opportunity to enter into a new lease after the Effective Date with regard to the Property, Seller shall deliver to Buyer a copy of the proposed lease and other related information (10tenant financial information, estimated costs of improvements, commissions, etc.) (collectively, “Proposed Lease Information”) and Buyer shall have five (5) business days from receipt of all of the Proposed Lease Information to provide Seller with written approval or disapproval of the Proposed Lease Information. If the date on which Buyer’s approval to any Proposed Lease Information is a date that is prior to the expiration of the Inspection Feasibility Period, Seller may execute Buyer’s approval shall not be unreasonably withheld. If the date on which Buyer’s approval to any new lease or modify or renew any existing lease affecting the Property without Purchaser's consent. Seller shall deliver a copy of any such new lease or existing lease modification or renewal (together with an estimation Proposed Lease Information is after expiration of the "New Feasibility Period, Buyer’s approval or disapproval shall be in Buyer’s sole and absolute discretion. Buyer’s failure to provide such written approval or disapproval to the Proposed Lease Costs" Information within such five (as hereinafter defined)), as applicable, to Purchaser within ten (105) business days of execution by Seller and the new tenant or existing tenant, as applicable, but in any event on or day period shall be deemed approval if such request is made before ten (10) business days prior to the expiration of the Inspection Feasibility Period and shall be deemed disapproved if such request is made after the expiration of the Feasibility Period. In If Buyer approves of the event Purchaser disapproves of such new lease or existing lease modification or renewalProposed Lease Information, Purchaser's sole remedy and Escrow closes, then Buyer shall be to terminate this Agreement in accordance with Paragraph 7 hereof. In the event that Purchaser does not terminate this Agreement as aforesaid, Purchaser shall be become responsible for the costs cost of all tenant the leasehold improvements and leasing commissions associated with the negotiation and execution of any such new lease or existing lease modification or renewal ("New approved Proposed Lease Costs") and Purchaser shall assume all such obligations at the Closing. Seller shall receive a credit at Closing for any New Lease Cost incurred by Seller prior to Closing. After the date ten (10) business days prior Information to the expiration extent the amount of such costs and commissions were contained in the Inspection PeriodProposed Lease Information and approved by Buyer. If Buyer disapproves any Proposed Lease Information as provided under this Agreement, Seller shall not execute any new lease or existing lease modification or renewal affecting enter into the Property without Purchaser's prior written consent. Purchaser's consent shall be deemed given if Purchaser has not responded to proposed Lease which is the contrary within ten (10) business days after Seller's written request and Purchaser's receipt subject of such new lease or existing lease modification or renewal (together with an estimation of the New Proposed Lease Costs). If approved by Purchaser, a complete copy of any such new lease or existing lease modification or renewal shall be delivered to Purchaser within ten (10) days of the full execution thereof. All New Lease Costs shall be paid by Purchaser and Purchaser shall assume all such obligations at the Closing and Seller shall receive a credit at Closing for any New Lease Costs incurred by Seller prior to Closing. Purchaser acknowledges that there currently exists the unsatisfied tenant improvement obligations and leasing commissions set forth on Exhibit N attached hereto. Seller agrees to pay the unsatisfied leasing commission obligations and tenant improvement obligations set forth on Exhibit N on or before the Closing or credit Purchaser for the amount of said unsatisfied obligation and Purchaser shall assume all obligations therefor at ClosingInformation.

New Leases. On or before ten five (105) business days prior to the expiration of the Inspection Period, Seller may execute any new lease or modify or renew any existing lease affecting the Property without Purchaser's consent, provided the terms of such new lease or modification or extension to existing lease are commercially reasonable. Seller shall deliver a copy of any such new lease or existing lease modification or renewal (together with an estimation of the "New Lease Costs" (as hereinafter defined)), as applicable, to Purchaser within ten three (103) business days of execution by Seller and the new tenant or existing tenant, as applicable, but in any event on or before ten four (104) business days prior to the expiration of the Inspection Period. In the event Purchaser disapproves of such new lease or existing lease modification or renewal, within three (3) business days of the receipt of such new lease or existing lease modification or renewal, Purchaser shall either (i) terminate this Agreement in accordance with Paragraph 7 hereof or (ii) direct Seller to not execute such new lease or existing lease modification or renewal and waive Purchaser's sole remedy shall be right to terminate this Agreement in accordance with Paragraph 7 hereof7. In the event that Purchaser does not terminate this Agreement as aforesaid, Purchaser shall be responsible for the costs of all tenant improvements improvements, leasing costs and leasing commissions and reasonable attorney's fees associated with the negotiation and execution of any such new lease or existing lease modification or renewal ("New Lease Costs") and Purchaser shall assume all such obligations at the Closing). Seller shall receive a credit at Closing for any New Lease Cost incurred by Seller prior to Closing. After the date ten five (105) business days prior to the expiration of the Inspection Period, Seller shall not execute any new lease or existing lease modification or renewal affecting the Property without Purchaser's prior written consent, which shall not be unreasonably withheld. Purchaser's consent shall be deemed given if Purchaser has not responded to the contrary within ten five (105) business days after Seller's written request and Purchaser's receipt of such new lease or existing lease modification or renewal (together with an estimation of the New Lease Costs). If approved by Purchaser, a complete copy of any such new lease or existing lease modification or renewal shall be delivered to Purchaser within ten (10) days of the full execution thereof. All New Lease Costs shall be paid by Purchaser and Purchaser shall assume all such obligations at the Closing and Seller shall receive a credit at Closing for any New Lease Costs incurred by Seller prior to Closing. Purchaser acknowledges that there currently exists the unsatisfied tenant improvement obligations and leasing commissions set forth on Exhibit N O attached hereto. Seller agrees With respect to pay the unsatisfied all tenant improvements and leasing commission obligations and tenant improvement obligations set forth on Exhibit N on or before the Closing or credit Purchaser for the amount of said unsatisfied obligation and O, Purchaser shall assume all the obligations therefor for the payment thereof and credit Seller at ClosingClosing for any amounts paid toward the aforesaid tenant improvements or leasing commission obligations set forth on Exhibit O. In the event the current leases for the Property include unsatisfied tenant improvement obligations or leasing commissions not listed on Exhibit O, Seller shall be solely responsible for such tenant improvement obligations and leasing commissions.

New Leases. On Except as otherwise provided herein, Sellers agree not to enter into any new leases or before ten any amendments of or modifications to, the existing Leases with respect to the Properties (10each, a "New Lease") business days prior to the Closing without the prior written consent of Purchaser, which consent shall not be unreasonably withheld and which shall be deemed granted if Purchaser does not respond within three (3) Business Days after delivery of any written request for consent setting forth the business terms of the proposed lease, including, all material information with respect to leasing commissions, tenant improvements to be paid or performed by landlord, other tenant allowance items and any information in Sellers' possession regarding the creditworthiness of the proposed tenant. Sellers shall deliver to Purchaser a true and complete copy of each such New Lease, if any, promptly after the execution and delivery thereof. All such New Leases which have been consented to or deemed consented to by Purchaser shall hereinafter be referred to as "Approved Leases". Notwithstanding the above, each Seller may enter into any New Lease at any time prior to the date three (3) Business Days before the expiration of the Inspection PeriodPeriod (such date, Seller may execute any new lease or modify or renew any existing lease affecting the Property "Notice Date") without Purchaser's consent. Seller shall deliver a copy of any consent and such new lease or existing lease modification or renewal (together with an estimation of the "New Lease Costs" (as hereinafter defined)), as applicable, to Purchaser within ten (10) business days of execution by Seller and the new tenant or existing tenant, as applicable, but in any event on or before ten (10) business days prior to the expiration of the Inspection Period. In the event Purchaser disapproves of such new lease or existing lease modification or renewal, Purchaser's sole remedy shall be to terminate this Agreement in accordance with Paragraph 7 hereof. In the event an Approved Lease, provided that Purchaser does not terminate this Agreement as aforesaid, Purchaser shall be responsible for the costs of all tenant improvements and leasing commissions associated with the negotiation and execution of any such new lease or existing lease modification or renewal ("New Lease Costs") and Purchaser shall assume all such obligations at the Closing. Seller shall receive a credit at Closing for any New Lease Cost incurred by Seller prior to Closing. After the date ten (10) business days prior to the expiration of the Inspection Period, Seller shall not execute any new lease or existing lease modification or renewal affecting the Property without Purchaser's prior written consent. Purchaser's consent shall be deemed given if Purchaser has not responded to the contrary within ten (10) business days after Seller's written request and Purchaser's receipt of such new lease or existing lease modification or renewal (together with an estimation of the New Lease Costs). If approved by Purchaser, a complete copy of any such new lease or existing lease modification or renewal shall be delivered to Purchaser within ten (10) days of the full execution thereof. All New Lease Costs shall be paid by Purchaser and Purchaser shall assume all such obligations at the Closing and Seller shall receive a credit at Closing for any New Lease Costs incurred by Seller prior to Closing. Purchaser acknowledges that there currently exists the unsatisfied tenant improvement obligations and leasing commissions set forth on Exhibit N attached hereto. Seller agrees to pay the unsatisfied leasing commission obligations and tenant improvement obligations set forth on Exhibit N on or before the Closing Notice Date, Seller delivers a fully executed copy of such New Lease to Purchaser together with the information described above. Sellers agree to keep Purchaser generally informed of any potential new leases and the status of all material lease negotiations. Notwithstanding the above, the exercise of any New England Portfolio existing renewal, expansion or credit Purchaser for extension option granted to a Tenant under a Lease shall not be deemed a New Lease or subject to the amount provisions of said unsatisfied obligation this Section and Purchaser shall assume all obligations therefor at Closingaccept the Properties subject to such Lease, as so renewed, expanded or extended. Seller shall promptly notify Purchaser of the exercise of any existing renewal, expansion or extension option by a Tenant.