Common use of OPERATION OF PROPERTY THROUGH CLOSING Clause in Contracts

OPERATION OF PROPERTY THROUGH CLOSING. From the Effective Date through and including the first to occur of (i) the termination of this Agreement or (ii) the Closing Date: (a) Seller shall manage and operate the Property in the same manner that it is currently managing same and keep the Premises and the tangible Personal Property in good condition and repair, ordinary wear and tear and casualty damage excepted. Seller shall not transfer nor remove any Personal Property that is material to the operation or value of the Premises subsequent to the Effective Date unless Seller replaces the same prior to the Closing Date with Personal Property of equivalent or better utility and quality to the items replaced. (b) Without the prior written consent of Purchaser, which consent may be withheld in Purchaser’s sole and absolute discretion, Seller shall not sell, mortgage, pledge, hypothecate or otherwise transfer or dispose of all or any part of the Property or any interest therein, nor shall Seller initiate, consent to, approve or otherwise take any action with respect to zoning or any other governmental rules or regulations presently applicable to all or any part of the Property other than such action as is necessary to maintain the Property in compliance with such rules and regulations applicable to all or any part of the Property, provided Seller may encumber the Property with deeds of trust existing on the Property as of the Effective Date (which deeds of trust shall be canceled at Closing), general utility easements if necessary for the proper operation thereof, but only after consent by Purchaser, which consent shall not be unreasonably withheld or delayed. (c) From and after Effective Date, without the prior written consent of Purchaser, which consent may be withheld in Purchaser’s sole and absolute discretion, Seller shall not modify, extend, amend or renew the Lease or enter into any new lease with respect to the Property (including without limitation reducing the amount of any security deposit or releasing or modifying any guaranty, if any, of the Lease). Any modification, extension, amendment, or renewal entered into in accordance with this Paragraph 3(c) shall be deemed a part of the Lease, subject to the covenants, representations and warranties set forth in this Agreement with respect to the Lease. (d) Seller shall comply with all federal, state, municipal and other governmental laws, ordinances, requirements, rules, regulations, notices and orders, and all agreements, covenants, conditions, easements and restrictions relating to the Property, including, without limitation, any such requirements, rules, regulations, notices or orders issued or imposed after the date of this Agreement. (e) If and when Seller has knowledge of the occurrence of any event which affects the truth or accuracy of any representations or warranties made by Seller under or pursuant to this Agreement, Seller shall promptly give written notice to Purchaser of such event, including, but not limited to, Seller’s receipt of (i) any written notices of material default or alleged material default by the landlord or the Tenant under the Lease or by any party under any of the Service Contracts delivered or received by Seller from and after the Effective Date, and (ii) any written notices of alleged material violations of applicable law with respect to the Premises received by Seller from and after the Effective Date. (f) Purchaser shall have access to the Property upon reasonable prior notice to Seller (oral or written) or during normal business hours as is reasonably necessary for it to inspect same to assure that Seller is complying with the requirements of this Section 3, provided Purchaser’s access shall not unreasonably interfere with the Tenant’s use and enjoyment thereof under the Lease, nor shall such access violate the terms and provisions thereof. (g) Seller shall cause to be maintained in force fire and extended coverage insurance and commercial general liability insurance upon the Premises in amounts of not less than One Million and 00/100 Dollars ($1,000,000.00). (h) Seller shall not enter into any new Service Contract that is not terminable within thirty days of written notice relating to the Premises without the prior written consent of Purchaser, which shall not be unreasonably withheld, and Seller shall comply in all material respects with its obligations under any Service Contracts that exist as of the Effective Date. Seller hereby agrees and acknowledges that Purchaser may require Seller to terminate the existing Service Contracts, if any, at Seller’s sole cost and expense effective not later than thirty (30) days after the Closing Date as a condition of Purchaser’s consummating the purchase of the Premises. Seller further agrees that any and all management agreements and brokers’ agreements affecting the Premises shall be terminated as of the Closing Date. Seller shall provide Purchaser with evidence confirming the termination of all such Service Contracts prior to Closing. (i) Seller shall not construct or permit to be constructed any improvements or capital items to or on the Improvements, including Tenant improvements, without the prior written approval of Purchaser, which approval shall not be unreasonably withheld or delayed, except for Tenant improvements that the Tenant is entitled to, or that Seller is required to, make pursuant to the Lease.

OPERATION OF PROPERTY THROUGH CLOSING. From the Effective Date through and including the first to occur of (i) the termination of this Agreement or (ii) Through the Closing Date:Date (as the term is hereinafter defined): (a) 3.1 Except as otherwise provided in this Section 3, Seller shall manage and operate the Property in the same manner that it is currently managing same accordance with Seller's existing practices and keep the Premises and the tangible Personal Property Property, if any, in good condition and repair, ordinary wear and tear and casualty damage excepted. Seller shall not transfer nor remove any Personal Property that is material to the operation or value of the Premises subsequent to the Effective Date unless Seller replaces the same prior to the Closing Date with Personal Property of equivalent or better utility and quality to the items replaced. (b) Without the prior written consent of Purchaser, which consent may be withheld in Purchaser’s sole and absolute discretion, 3.2 Seller shall not sell, enter into a new mortgage, pledgepledge or hypothecation of, hypothecate or otherwise transfer or dispose of all or any part of the Property or any interest therein, nor shall Seller initiate, consent to, approve or otherwise take any action with respect to zoning or any other governmental rules or regulations presently applicable to all or any part of the Property other than such action as is necessary to maintain without Purchaser’s consent, which consent may be granted or withheld in Purchaser’s sole discretion. 3.3 Without the Property in compliance with such rules and regulations applicable to all or any part prior written consent of the Property, provided Seller may encumber the Property with deeds of trust existing on the Property as of the Effective Date Purchaser (which deeds of trust shall be canceled at Closing), general utility easements if necessary for the proper operation thereof, but only after consent by Purchaser, which consent shall not be unreasonably withheld or delayed. (c) From and after Effective Date, without the prior written consent of Purchaser, which consent may be withheld in Purchaser’s sole and absolute discretion), Seller shall not terminate, modify, extend, amend or renew the Lease any Service Contract or enter into any new lease with respect to the Property (including without limitation reducing the amount of any security deposit or releasing or modifying any guaranty, if any, of the Lease)Service Contract. Any modification, extension, amendment, or renewal new Service Contract entered into in accordance with this Paragraph 3(c) Purchaser's consent shall be deemed a part of the Lease, subject to the covenants, representations and warranties set forth in this Agreement with respect to Service Contracts. Notwithstanding the Leaseforegoing, on or before the Closing Date (as hereafter defined) Seller shall terminate any lease of any portion of the Property that Purchaser requests to be terminated; provided that Purchaser has not terminated this Agreement and further provided that Seller shall not be required to take any action to terminate such leases until after the expiration of the Inspection Period set forth in Section 8.1 below. (d) 3.4 Seller shall comply with all federal, state, municipal and other governmental laws, ordinances, requirements, rules, regulations, notices and orders, and all agreements, covenants, conditions, easements and restrictions relating to the Property, including, without limitation, any such requirements, rules, regulations, notices or orders issued or imposed after the date of this AgreementAgreement and the payment of ad valorem property taxes with respect to the Property on a timely basis (i.e. on or before the date on which interest and/or penalties can be assessed.) (e) If and when 3.5 Seller has knowledge shall promptly give written notice to the Purchaser of the occurrence of any event of which Seller is aware which affects the truth or accuracy of any representations or warranties made or to be made by Seller under or pursuant to this Agreement, Seller shall promptly give written notice to Purchaser of such event, including, but not limited to, Seller’s receipt of (i) any written notices of material default or alleged material default by the landlord or the Tenant under the Lease or by any party under any of the Service Contracts delivered or received by Seller from and after the Effective Date, and (ii) any written notices of alleged material violations of applicable law with respect to the Premises received by Seller from and after the Effective Date. (f) 3.6 Purchaser shall have such access to the Property upon reasonable prior notice to Seller (oral or written) or during normal business hours as is reasonably necessary for it Purchaser to inspect same the Property to assure that Seller is complying with the requirements of this Section 3; provided, provided Purchaser’s however, that such access shall not unreasonably interfere with be governed by the Tenant’s use and enjoyment thereof under the Lease, nor shall such access violate the terms and provisions thereofof Section 8.1 of this Agreement. (g) Seller shall cause to be maintained in force fire and extended coverage insurance and commercial general liability insurance upon the Premises in amounts of not less than One Million and 00/100 Dollars ($1,000,000.00). (h) Seller shall not enter into any new Service Contract that is not terminable within thirty days of written notice relating to the Premises without the prior written consent of Purchaser, which shall not be unreasonably withheld, and Seller shall comply in all material respects with its obligations under any Service Contracts that exist as of the Effective Date. Seller hereby agrees and acknowledges that Purchaser may require Seller to terminate the existing Service Contracts, if any, at Seller’s sole cost and expense effective not later than thirty (30) days after the Closing Date as a condition of Purchaser’s consummating the purchase of the Premises. Seller further agrees that any and all management agreements and brokers’ agreements affecting the Premises shall be terminated as of the Closing Date. Seller shall provide Purchaser with evidence confirming the termination of all such Service Contracts prior to Closing. (i) Seller shall not construct or permit to be constructed any improvements or capital items to or on the Improvements, including Tenant improvements, without the prior written approval of Purchaser, which approval shall not be unreasonably withheld or delayed, except for Tenant improvements that the Tenant is entitled to, or that Seller is required to, make pursuant to the Lease.

OPERATION OF PROPERTY THROUGH CLOSING. From the Effective Date date of this Agreement through and including the first to occur of (i) the termination of this Agreement or (ii) the Closing Date: (a) Seller shall manage will promptly pay and operate the Property in the same manner that it is currently managing same discharge all ownership, leasing, operating, management and keep the Premises maintenance fees, costs and the tangible Personal Property in good condition and repair, ordinary wear and tear and casualty damage excepted. Seller shall not transfer nor remove any Personal Property that is material expenses incurred with respect to the operation or value of the Premises subsequent to the Effective Date unless Seller replaces the same periods prior to the Closing Date with Personal Property of equivalent or better utility and quality to the items replaced. (b) Without the prior written consent of PurchaserClosing, which consent may be withheld in Purchaser’s sole and absolute discretion, Seller shall not sell, mortgage, pledge, hypothecate or otherwise transfer or dispose of all or any part of the Property or any interest therein, nor shall Seller initiate, consent to, approve or otherwise take any action with respect to zoning or any other governmental rules or regulations presently applicable to all or any part of the Property other than such action as is necessary to maintain the Property in compliance with such rules and regulations applicable to all or any part of the Property, provided Seller may encumber the Property with deeds of trust existing on the Property as of the Effective Date (which deeds of trust shall be canceled at Closing), general utility easements if necessary for the proper operation thereof, but only after consent by Purchaser, which consent shall not be unreasonably withheld or delayed. (c) From and after Effective Date, without the prior written consent of Purchaser, which consent may be withheld in Purchaser’s sole and absolute discretion, Seller shall not modify, extend, amend or renew the Lease or enter into any new lease with respect to the Property (including without limitation reducing the amount of any security deposit or releasing or modifying any guaranty, if any, of the Lease). Any modification, extension, amendment, or renewal entered into in accordance with this Paragraph 3(c) shall be deemed a part of the Lease, subject to the covenants, representations and warranties set forth in this Agreement with respect to the Lease. (d) Seller shall comply with all federal, state, municipal and other governmental laws, ordinances, requirements, rules, regulations, notices and orders, and all agreements, covenants, conditions, easements and restrictions relating to the Property, specifically including, without limitation, any such requirements, rules, regulations, notices or orders issued or imposed after the date of this Agreement.costs and expenses relating to materials used and labor performed; (e) If and when Seller has knowledge of the occurrence of any event which affects the truth or accuracy of any representations or warranties made by Seller under or pursuant to this Agreement, Seller shall promptly give written notice to Purchaser of such event, including, but not limited to, Seller’s receipt of (i) any written notices of material default or alleged material default by the landlord or the Tenant under the Lease or by any party under any of the Service Contracts delivered or received by Seller from and after the Effective Date, and (ii) any written notices of alleged material violations of applicable law with respect to the Premises received by Seller from and after the Effective Date. (f) Purchaser shall have access to the Property upon reasonable prior notice to Seller (oral or written) or during normal business hours as is reasonably necessary for it to inspect same to assure that Seller is complying with the requirements of this Section 3, provided Purchaser’s access shall not unreasonably interfere with the Tenant’s use and enjoyment thereof under the Lease, nor shall such access violate the terms and provisions thereof. (gb) Seller shall cause substantially perform, comply with and observe all of the covenants and conditions that are to be maintained in force fire and extended coverage insurance and commercial general liability insurance upon performed, complied with or observed on the Premises in amounts part of not less than One Million and 00/100 Dollars ($1,000,000.00).the landlord under each Lease; (hc) Seller shall not enter into any new Service Contract that is not terminable within thirty days of written notice relating to the Premises Lease without the Purchaser’s prior written consent of Purchaserconsent, which shall not to be unreasonably withheld, except such consent shall not be required for any Lease pursuant to which (i) the tenant is obligated to pay market rent less any preferred employer program discount (currently $25-$41 depending on unit), (ii) the term of years is consistent with that set forth in the other Leases and (iii) the tenant shall not pay, and Seller as landlord shall comply not accept, any rent prepaid more than one (1) month in all material respects with its obligations advance; (d) Seller shall not enter into any management, maintenance, service or other contracts relating to the Property, or amend or modify any such existing contracts, which will remain in force after the Closing, unless Seller has obtained Purchaser’s prior written consent thereto. Seller shall not suffer or permit any default to exist under any Service Contracts that exist such contracts and shall enforce the provisions thereof, but shall take no action against any party thereto based upon a default thereunder without first obtaining the approval of Purchaser; (e) Seller shall operate and manage the Property in the normal and ordinary course consistent with past practices and in material compliance with all applicable laws, shall not permit any material waste or nuisance thereon, and shall maintain the Property, ordinary wear and tear excepted, in the better of either (i) its present condition or (ii) the condition in which it is as of the Effective Date. Seller hereby agrees and acknowledges date that Purchaser may require approved the condition of the Property following Purchaser’s inspection of the same; (f) Seller shall cause all vacant apartment units to terminate the existing Service Contracts, if any, at be in “rent ready” condition in a manner consistent with Seller’s sole cost and expense effective not later than thirty (30) days after the Closing Date as a condition of Purchaser’s consummating the purchase of the Premises. Seller further agrees that any and all management agreements and brokers’ agreements affecting the Premises shall be terminated current practices as of the Closing Date. Seller shall provide Purchaser with evidence confirming the termination of all Closing, other than such Service Contracts apartments which become vacant less than five (5) business days prior to Closing.; (g) Seller shall timely pay all taxes, assessments and utility charges affecting the Property and shall maintain in full force and effect and pay all premiums on all fire, extended coverage, liability and other insurance policies currently covering the Property, and shall not reduce the amount of coverage of any such policies; (h) Seller shall not encumber the Property or itself in any way whatsoever, including, without limitation, incurring any debt or selling any interest in Seller or any part of the Property, or making any contract, agreement or commitment to do any of the same, without Purchaser’s prior written consent in each instance, which may be withheld by Purchaser in its sole and absolute discretion; (i) Seller shall not construct or permit to be constructed will promptly notify Purchaser in writing if Seller receives notice of any improvements or capital items to or on the Improvementscasualty loss, including Tenant improvements, without the prior written approval of Purchaser, which approval shall not be unreasonably withheld or delayed, except for Tenant improvements that the Tenant is entitled tocondemnation proceedings, or that any other action, litigation or proceeding (or threat thereof) affecting the Property or challenging or impairing Seller’s ability to execute or perform its obligations under this Agreement; and (j) Seller is required to, make pursuant will promptly notify Purchaser if Seller receives any written notice from any governmental entity of any (x) uncured material violations by Seller of any law affecting the Land including any environmental law or (y) zoning changes with respect to any portion of the LeaseLand.

OPERATION OF PROPERTY THROUGH CLOSING. From the Effective Date through and including the first to occur of (i) the termination of this Agreement or (ii) the Closing Date:Date (as hereinafter defined): (a) Seller shall manage and operate the Property in the same manner that it is currently managing same and keep the Premises and the tangible Personal Property in good condition and repair, ordinary wear and tear and casualty damage excepted. Seller shall not transfer nor remove any Personal Property that is material to the operation or value of the Premises subsequent to the Effective Date unless Seller replaces the same prior to the Closing Date with Personal Property of equivalent or better utility and quality to the items replaced. (b) Without the prior written consent of Purchaser, which consent may be withheld in Purchaser’s sole and absolute discretion, Seller shall not sell, mortgage, pledge, hypothecate or otherwise transfer or dispose of all or any part of the Property or any interest therein, nor shall Seller initiate, consent to, approve or otherwise take any action with respect to zoning or any other governmental rules or regulations presently applicable to all or any part of the Property other than such action as is necessary to maintain the Property in compliance with such rules and regulations applicable to all or any part of the Property, provided Seller may encumber the Property Premises with deeds of trust existing on the Property as of the Effective Date (which deeds of trust shall be canceled at Closing), ) and general utility easements if necessary for the proper operation thereof, but only after consent by Purchaser, which consent shall not be unreasonably withheld or delayed. (c) From and after Effective Date, without the prior written consent of Purchaser, which consent may be withheld in Purchaser’s sole and absolute discretion, Seller shall not modify, extend, amend or renew the Lease Leases or enter into any new lease with respect to the Property Premises (including without limitation reducing the amount of any security deposit or releasing or modifying any guaranty, if any, of the Lease). Any modification, extension, amendment, or renewal entered into in accordance with this Paragraph 3(c) shall be deemed a part of the LeaseLeases, subject to the covenants, representations and warranties set forth in this Agreement with respect to the Lease. (d) Seller shall comply with all federal, state, municipal and other governmental laws, ordinances, requirements, rules, regulations, notices and orders, and all agreements, covenants, conditions, easements and restrictions relating to the Property, including, without limitation, any such requirements, rules, regulations, notices or orders issued or imposed after the date of this Agreement. (e) If and when Seller has knowledge of the occurrence of any event which affects the truth or accuracy of any representations or warranties made by Seller under or pursuant to this Agreement, Seller shall promptly give written notice to Purchaser of such event, including, but not limited to, Seller’s receipt of (i) any written notices of material default or alleged material default by the landlord Seller or the any Tenant under the Lease Leases or by any party under any of the Service Contracts delivered or received by Seller from and after the Effective Date, and (ii) any written notices of alleged material violations of applicable law with respect to the Premises received by Seller from and after the Effective Date. (f) Purchaser shall have access to the Property Premises upon reasonable prior notice to Seller (oral or written) or during normal business hours as is reasonably necessary for it to inspect same to assure that Seller is complying with the requirements of this Section 3, provided Purchaser’s access shall not unreasonably interfere with the Tenant’s Tenants’ use and enjoyment thereof under the Lease, nor shall such access violate the terms and provisions thereof. (g) Seller shall cause to be maintained in force fire and extended coverage insurance and commercial general liability insurance upon the Premises in amounts of not less than One Million and 00/100 Dollars ($1,000,000.00). (h) Seller shall not enter into any new Service Contract that is not terminable within thirty days of written notice relating to the Premises without the prior written consent of Purchaser, which shall not be unreasonably withheld, and Seller shall comply in all material respects with its obligations under any Service Contracts that exist as of the Effective Date. Seller hereby agrees and acknowledges that Purchaser may require Seller to terminate the existing Service Contracts, if any, at Seller’s sole cost and expense effective not later than thirty (30) days after the Closing Date as a condition of Purchaser’s consummating the purchase of the Premises. Seller further agrees that any and all management agreements and brokers’ agreements affecting the Premises shall be terminated as of the Closing Date. Seller shall provide Purchaser with evidence confirming the termination of all such Service Contracts prior to Closing. (i) Seller shall not construct or permit to be constructed any improvements or capital items to or on the Improvements, including Tenant improvements, without the prior written approval of Purchaser, which approval shall not be unreasonably withheld or delayed, except i) for Tenant improvements that the a Tenant is entitled to, or that Seller is required to, make pursuant to the LeaseLeases, and ii) the Elevator Work (as hereinafter defined).

OPERATION OF PROPERTY THROUGH CLOSING. From Contributor hereby agrees that from the Effective Date through and including the first to occur of (i) the termination of this Agreement or (ii) the Closing Date: (a) Seller Except as otherwise provided in this Section 16, Contributor shall manage and operate the Property in accordance with sound and prudent business practices in the same manner that it is currently managing same as Contributor has heretofore operated the Property, and keep the Premises and the tangible Personal Property in good condition and repair, ordinary wear and tear and casualty damage excepted. Seller Contributor will not make any change in its normal and customary billing practices, and shall not transfer nor remove any Personal Property that is material continue to apply rents and hold security deposits in the ordinary course of business and pursuant to the operation or value applicable provisions of the Premises subsequent to the Effective Date unless Seller replaces the same prior to the Closing Date with Personal Property of equivalent or better utility and quality to the items replacedLeases. (b) Without Except with respect to the Lender Loan and without the prior written consent of PurchaserPartnership, which consent may be withheld in Purchaser’s sole and absolute discretion, Seller Contributor shall not sell, mortgage, pledge, hypothecate or otherwise transfer or dispose of all or any part of the Property or any interest therein, nor shall Seller Contributor initiate, consent to, approve or otherwise take any action with respect to zoning or any other governmental rules or regulations presently applicable to all or any part of the Property other than such action as is necessary to maintain the Property in compliance with such rules and regulations applicable to all or any part of the Property, provided Seller may encumber the Property with deeds of trust existing on the Property as of the Effective Date (which deeds of trust shall be canceled at Closing), general utility easements if necessary for the proper operation thereof, but only after consent by Purchaser, which consent shall not be unreasonably withheld or delayed. (c) From and after Effective Date, without Without the prior written consent of PurchaserPartnership, which consent may be withheld in Purchaser’s sole and absolute discretion, Seller Contributor shall not terminate, modify, extend, amend or renew the Lease any Service Contract or enter into any new lease with respect to the Property (including without limitation reducing the amount of any security deposit or releasing or modifying any guarantyService Contract, if any, of the Lease). Any modification, extension, amendment, or renewal except Service Contracts entered into or renewed after the Effective Date which will be terminated or otherwise canceled on or before the Closing Date. Additionally, Contributor shall not terminate, modify, extend, amend or renew any Lease from and after the date hereof except in accordance with this Paragraph 3(cthe normal course of Contributor's business. (d) Any new Lease or Service Contract entered into after the Effective Date hereof shall be deemed a part of the Lease, subject to the covenants, representations and warranties set forth in this Agreement with respect to the LeaseLeases and Service Contracts. (de) Seller Contributor will continue to operate and maintain the Premises in the same manner in which Contributor has heretofore operated and maintained the Premises and in accordance with the standard operating practices and procedures that Contributor has heretofore followed in its operation of the Premises. Additionally, Contributor will continue to rent all unoccupied rental units at the Premises in the normal course of its business and in accordance with the leasing requirements established by the Lender Loan, and will not deviate from those requirements without first obtaining Partnership's written consent, such consent not to be unreasonably withheld. Moreover, all prospective tenants for the unoccupied rental units shall meet the standard credit qualifications for prospective tenants which Contributor has heretofore utilized. Any unoccupied rental unit vacated more than three (3) days prior to Closing will be put in a "rent-ready" condition by Contributor, and, as of Closing, all management contracts pertaining to the Property will be terminated. (f) Contributor shall comply in all material respects with all federal, state, municipal and other governmental laws, ordinances, requirements, rules, regulations, notices and orders, and all agreements, covenants, conditions, easements and restrictions relating to the Property, including, without limitation, any such requirements, rules, regulations, notices or orders issued or imposed after the date Effective Date, provided that, if compliance by Contributor requires the aggregate expenditure of an amount in excess of Three Hundred Thousand Dollars ($300,000.00), Contributor shall have the option of terminating this Agreement, in which event Partnership shall be entitled to a return of the Xxxxxxx Money, less One Hundred Dollars ($100.00), which Escrow Agent shall pay to Contributor as due consideration for this Agreement, at which time this Agreement shall terminate and neither party shall have any rights or obligations under this Agreement, except as otherwise specifically set forth herein. (eg) If and when Seller has knowledge Contributor shall promptly give written notice to the Partnership of the occurrence of any event which materially adversely affects the truth or accuracy of any representations representation or warranties warranty made or to be made by Seller Contributor and/or the General Partner under or pursuant to this Agreement, Seller shall promptly give written notice to Purchaser of such event, including, but not limited to, Seller’s receipt of (i) any written notices of material default or alleged material default by the landlord or the Tenant under the Lease or by any party under any of the Service Contracts delivered or received by Seller from and after the Effective Date, and (ii) any written notices of alleged material violations of applicable law with respect to the Premises received by Seller from and after the Effective Date. (fh) Purchaser Partnership shall have such access to the Property upon reasonable prior notice to Seller (oral or written) or as is reasonably necessary during normal business hours as is reasonably necessary for it to inspect same the Property to assure that Seller Contributor is complying with the requirements of this Section 3, provided Purchaser’s access shall not unreasonably interfere with the Tenant’s use and enjoyment thereof under the Lease, nor shall such access violate the terms and provisions thereof. (g) Seller shall cause to be maintained in force fire and extended coverage insurance and commercial general liability insurance upon the Premises in amounts of not less than One Million and 00/100 Dollars ($1,000,000.00). (h) Seller shall not enter into any new Service Contract that is not terminable within thirty days of written notice relating to the Premises without the prior written consent of Purchaser, which shall not be unreasonably withheld, and Seller shall comply in all material respects with its obligations under any Service Contracts that exist as of the Effective Date. Seller hereby agrees and acknowledges that Purchaser may require Seller to terminate the existing Service Contracts, if any, at Seller’s sole cost and expense effective not later than thirty (30) days after the Closing Date as a condition of Purchaser’s consummating the purchase of the Premises. Seller further agrees that any and all management agreements and brokers’ agreements affecting the Premises shall be terminated as of the Closing Date. Seller shall provide Purchaser with evidence confirming the termination of all such Service Contracts prior to Closing16. (i) Seller Contributor shall not construct or permit to be constructed any improvements or capital items to or on the Improvements, including Tenant improvements, without the prior written approval of Purchaser, which approval shall not be unreasonably withheld or delayed, except for Tenant improvements that the Tenant is entitled to, or that Seller is required to, make pursuant to the Leasemaintain in full force and effect its presently existing insurance coverages.

OPERATION OF PROPERTY THROUGH CLOSING. From Except as otherwise set forth in this Agreement, from the Effective Date through and including the first to occur of (i) the termination of this Agreement or (ii) the Closing Date:Date (as hereinafter defined): (a) Except as otherwise provided in this Section 3, Seller shall manage manage, maintain and operate the Property in the same manner that it is currently managing same accordance with its previous practice and keep the Premises and the tangible Personal Property in good condition and repair, ordinary wear and tear and casualty damage excepted. Seller shall not transfer nor remove any Personal Property that is material to the operation or value of the Premises subsequent to the Effective Date unless Seller replaces the same prior to the Closing Date with Personal Property of equivalent or better utility and quality to the items replacedcustom. (b) Without the prior written consent of Purchaser, which consent may be withheld in Purchaser’s sole and absolute discretion, Seller shall not sell, mortgage, pledge, hypothecate or otherwise transfer or dispose of all or any part of the Property or any interest therein, nor shall Seller (i) create or consent to the imposition of any lien, lease or tenancy, encumbrance, easement, reservation, limitation, covenant, condition or restriction upon the Property (other than in the ordinary course of business) or (ii) initiate, consent to, approve or otherwise take any action with respect to zoning or any other governmental rules or regulations presently applicable to all or any part of the Property Property, other than such action as is necessary to maintain made for the purpose of maintaining the Property in compliance with such rules and regulations as are applicable to all or any part of the Property, provided Seller may encumber the Property with deeds of trust existing on the Property as of the Effective Date (which deeds of trust shall be canceled at Closing), general utility easements if necessary for the proper operation thereof, but only after consent by Purchaser, which consent shall not be unreasonably withheld or delayed.the (c) From and after Effective Date, without the prior written consent Except as provided in Section 4 of Purchaser, which consent may be withheld in Purchaser’s sole and absolute discretion, Seller shall not modify, extend, amend or renew the Lease or enter into any new lease with respect to the Property (including without limitation reducing the amount of any security deposit or releasing or modifying any guaranty, if any, of the Lease). Any modification, extension, amendment, or renewal entered into in accordance with this Paragraph 3(c) shall be deemed a part of the Lease, subject to the covenants, representations and warranties set forth in this Agreement with respect to the Lease. (d) Seller shall comply with all federal, state, municipal and other governmental laws, ordinances, requirements, rules, regulations, notices and orders, and all agreements, covenants, conditions, easements and restrictions relating to the Property, including, without limitation, any such requirements, rules, regulations, notices or orders issued or imposed after the date of this Agreement. (e) If and when Seller has knowledge of the occurrence of any event which affects the truth or accuracy of any representations or warranties made by Seller under or pursuant to this Agreement, Seller shall promptly give written notice to Purchaser of such eventagrees that, including, but not limited to, Seller’s receipt of (i) any written notices of material default or alleged material default by the landlord or the Tenant under the Lease or by any party under any of the Service Contracts delivered or received by Seller from and after the Effective Date, and (ii) any written notices of alleged material violations of applicable law with respect to the Premises received by Seller from and after the Effective Date. (f) Purchaser shall have access to the Property upon reasonable prior notice to Seller (oral or written) or during normal business hours as is reasonably necessary for it to inspect same to assure that Seller is complying with the requirements of this Section 3, provided Purchaser’s access shall not unreasonably interfere with the Tenant’s use and enjoyment thereof under the Lease, nor shall such access violate the terms and provisions thereof. (g) Seller shall cause to be maintained in force fire and extended coverage insurance and commercial general liability insurance upon the Premises in amounts of not less than One Million and 00/100 Dollars ($1,000,000.00). (h) Seller shall not enter into any new Service Contract that is not terminable within thirty days of written notice relating to the Premises without the prior written consent of Purchaser, which shall not be unreasonably withheld, and Seller shall comply in all material respects with its obligations under any Service Contracts that exist as of the Effective Date. Seller hereby agrees and acknowledges that Purchaser may require Seller to terminate the existing Service Contracts, if any, at Seller’s sole cost and expense effective not later than thirty (30) days after the Closing Date as a condition of Purchaser’s consummating the purchase of the Premises. Seller further agrees that any and all management agreements and brokers’ agreements affecting the Premises shall be terminated as of the Closing Date. Seller shall provide Purchaser with evidence confirming the termination of all such Service Contracts prior to Closing. (i) Seller shall not construct or permit to be constructed any improvements or capital items to or on the Improvements, including Tenant improvements, without the prior written approval of Purchaser, which approval shall not be unreasonably withheld or delayed, except Seller shall not terminate, modify, extend, amend or renew the Dynapac Lease. Notwithstanding the foregoing, in the event that Purchaser fails to notify Seller in writing of Purchaser’s approval or disapproval of any amendment, modification, renewal or extension of the Dynapac Lease, for Tenant improvements that the Tenant is entitled to, or that Seller which Purchaser’s consent is required tounder this Section 3(d), make pursuant within five (5) business days after Seller requests approval of same, Purchaser shall be deemed to have approved any such amendment, modification, renewal or extension of the Dynapac Lease.

OPERATION OF PROPERTY THROUGH CLOSING. From the Effective Date through and including Opening of Escrow until the first to occur of Closing (i) the or earlier termination of this Agreement or (ii) the Closing Date:Agreement): (a) Except as otherwise provided in this Paragraph 7, Seller shall manage and operate the Property in the same manner that it is currently managing same and keep the Premises and the tangible Personal Property in good condition and repairaccordance with Seller's current business practices. Subject to comparable coverage for renewal policies being available at commercially reasonable rates, ordinary wear and tear and casualty damage excepted. Seller shall not transfer nor remove any Personal Property that is material maintain in full force and effect insurance coverage comparable to its current insurance policies with respect to the operation or value of the Premises subsequent to the Effective Date unless Seller replaces the same prior to the Closing Date with Personal Property of equivalent or better utility and quality to the items replacedProperty. (b) Without the prior written consent of Purchaser, which consent may be withheld in Purchaser’s sole and absolute discretionBuyer, Seller shall not sell, mortgage, pledge, hypothecate or otherwise transfer or dispose of all or any part of the Property or any interest therein, nor except in the ordinary course of business or except for such mortgages, pledges or hypothecations as shall Seller initiatebe released at or prior to Closing. Notwithstanding the foregoing, consent to, approve or otherwise take any action with respect to zoning or any other governmental rules or regulations presently applicable to all or any part of the Property other than such action as is necessary to maintain the Property in compliance with such rules and regulations applicable to all or any part of the Property, provided Seller may encumber replace depreciated Personal Property and may otherwise deal with Tenant Leases in a commercially reasonable manner. (c) Except as otherwise provided herein, without the Property with deeds prior written consent of trust existing on the Property as of the Effective Date (which deeds of trust shall be canceled at Closing), general utility easements if necessary for the proper operation thereof, but only after consent by PurchaserBuyer, which consent shall not be unreasonably withheld withheld, conditioned or delayed. (c) From and after Effective Date, without the prior written consent of Purchaser, which consent may be withheld in Purchaser’s sole and absolute discretion, Seller shall not terminate (except for those Service Contracts which Seller and Buyer have agreed in writing to terminate), modify, extend, amend or renew the Lease any Service Contract or enter into any new lease with respect Service Contract, except in each case as may be reasonably necessary to protect the health or safety of individuals or the preservation of the Property (including without limitation reducing the amount of any security deposit or releasing or modifying any guaranty, if any, of the Lease). Any modification, extension, amendment, or renewal entered into otherwise in accordance with this Paragraph 3(cSeller's current business practices. All new Service Contracts must be terminable, without penalty, on not more than thirty (30) shall be deemed a part of the Lease, subject to the covenants, representations and warranties set forth in this Agreement with respect to the Leasedays' notice. (d) Seller shall comply with all federal, state, municipal From time to xxxx Xxxxxx and other governmental laws, ordinances, requirements, rules, regulations, notices and orders, and all agreements, covenants, conditions, easements and restrictions relating to the Property, including, without limitation, any such requirements, rules, regulationsSeller's agents may (in their sole discretion or as otherwise required under this Agreement) sign certifications, notices or orders issued other documents or imposed after take other action in connection with Buyer's financing, approval by the date of Housing Authority, or otherwise in connection with the transactions contemplated by this Agreement. (e) If . Except with respect to Seller's representations and when Seller has knowledge of the occurrence of any event which affects the truth or accuracy of any representations or warranties made by Seller under or pursuant to expressly set forth in this Agreement, Buyer hereby agrees to indemnify, defend and hold harmless Seller shall promptly give written notice to Purchaser of such eventand its direct and indirect partners, including, but not limited to, Seller’s receipt of (i) any written notices of material default or alleged material default by the landlord or the Tenant under the Lease or by any party under any of the Service Contracts delivered or received by Seller principals and agents from and after the Effective Date, and (ii) any written notices of alleged material violations of applicable law with respect to the Premises received by Seller from and after the Effective Date. (f) Purchaser shall have access to the Property upon reasonable prior notice to Seller (oral or written) or during normal business hours as is reasonably necessary for it to inspect same to assure that Seller is complying with the requirements of this Section 3, provided Purchaser’s access shall not unreasonably interfere with the Tenant’s use and enjoyment thereof under the Lease, nor shall such access violate the terms and provisions thereof. (g) Seller shall cause to be maintained in force fire and extended coverage insurance and commercial general liability insurance upon the Premises in amounts of not less than One Million and 00/100 Dollars ($1,000,000.00). (h) Seller shall not enter into any new Service Contract that is not terminable within thirty days of written notice relating to the Premises without the prior written consent of Purchaser, which shall not be unreasonably withheld, and Seller shall comply in all material respects with its obligations under any Service Contracts that exist as of the Effective Date. Seller hereby agrees and acknowledges that Purchaser may require Seller to terminate the existing Service Contracts, if any, at Seller’s sole cost and expense effective not later than thirty (30) days after the Closing Date as a condition of Purchaser’s consummating the purchase of the Premises. Seller further agrees that against any and all management agreements claims, demands, losses, liabilities and brokers’ agreements affecting expenses, including attorneys' and accountants' fees, asserted against or incurred by Seller or its direct and indirect partners, principals, and agents in connection with such certifications, notices, or other documents or actions, except to the Premises extent such claims, demands, losses and liabilities are caused by Seller's or Seller's agents' intentional misconduct. The indemnity set forth in this Paragraph 7(d) shall be terminated as survive any termination of this Agreement and shall survive Closing and the delivery of the Closing Date. Seller shall provide Purchaser with evidence confirming the termination of all such Service Contracts prior to Special Warranty Deed at Closing. (i) Seller shall not construct or permit to be constructed any improvements or capital items to or on the Improvements, including Tenant improvements, without the prior written approval of Purchaser, which approval shall not be unreasonably withheld or delayed, except for Tenant improvements that the Tenant is entitled to, or that Seller is required to, make pursuant to the Lease.

OPERATION OF PROPERTY THROUGH CLOSING. From the Effective Date through and including the first to occur of (i) the termination date of this Agreement or (ii) through the Closing Date:, Seller covenants that (and, as applicable, Purchaser covenants that): (aA) Except as otherwise provided in this Section 3, Seller shall manage and operate the Property in the same manner that it is currently managing same and keep the Premises and the tangible Personal Property Joint Ventures shall, or shall cause their respective Subsidiaries, as applicable, to manage, operate and maintain the Properties in good condition and repair, ordinary wear and tear and casualty damage excepteda manner consistent with past practices. Seller shall and the Joint Ventures will not, and will cause their respective Subsidiaries, as applicable, not transfer nor remove to make any Personal Property that is material change in their normal and customary billing practices or apply any security deposits against rent delinquencies or other Lease defaults (other than for tenants who either vacate their spaces or with whom Seller, the Joint Ventures or their respective Subsidiaries engage in litigation) without notice to the operation or value of the Premises subsequent to the Effective Date unless Seller replaces the same prior to the Closing Date with Personal Property of equivalent or better utility and quality to the items replacedPurchaser. (bB) Without the prior written consent of Purchaser, which consent may be withheld Purchaser or except as otherwise provided in Purchaser’s sole and absolute discretionthis Section 3, Seller and the Joint Ventures shall not, and shall cause their respective Subsidiaries, as applicable, not to sell, mortgage, pledge, hypothecate or otherwise transfer or dispose of all or any part of the Property or any interest therein, nor shall Seller initiate, consent to, approve or otherwise take any action with respect to zoning or any other governmental rules or regulations presently applicable to all or any part Properties (except for (x) such items of the Property other than such action as is necessary to maintain the Property in compliance with such rules and regulations applicable to all or any part of the Property, provided Seller may encumber the Property with deeds of trust existing on the tangible Personal Property as become obsolete, consumed or are disposed of in the Effective Date ordinary course of business, or (y) due to a Condemnation (for which deeds of trust Section 6 shall be canceled at Closinggovern), general utility easements if necessary for ). Purchaser's consent to the proper operation thereof, but only after consent by Purchaser, which consent actions described in this Section 3(B) shall not be unreasonably withheld conditioned or delayed, provided that (I) such consent shall be deemed given if Purchaser does not respond within five (5) days after request for consent from Seller or a Joint Venture, as applicable, and (II) any denial of consent shall be accompanied by an explanation as to why such consent was denied. (cC) From Without the prior written consent of Purchaser, Seller and the Joint Ventures shall not, and shall cause their respective Subsidiaries, as applicable, not to (i) terminate any Lease (except in the case of (x) a default or to relocate a tenant and otherwise in the ordinary course of business or (y) such Lease terminating by its terms) or (ii) modify, extend, amend or renew any Lease or enter into any new Lease. Purchaser's consent to the actions described in this Section 3(C) shall not be unreasonably withheld conditioned or delayed, provided that (I) such consent shall be deemed given if Purchaser does not respond within five (5) business days after Effective request for consent from Seller or a Joint Venture, as applicable, and (II) any denial of consent shall be accompanied by an explanation as to why such consent was denied; provided, however, Purchaser's denial of consent shall be considered reasonable if, assuming the Closing were to occur, any action could jeopardize BioMed Realty Trust, Inc., a Maryland corporation ("Purchaser's REIT Entity") status as a real estate investment trust within the meaning of Sections 856 through 860 of the Internal Revenue Code of 1986 (the "Code") or cause the Purchaser REIT Entity to be in receipt of income that does not constitute "rent from real property" within the meaning Section 856(d) of the Code. Notwithstanding the foregoing, Purchaser approves of the proposed Lease amendments on Schedule 3(C) and Seller or its applicable Subsidiary shall have the right, but not the obligation, to enter into such Lease amendments without further consent of Purchaser at any time prior to Closing. At Closing, Purchaser shall assume the obligations of Seller, the Joint Ventures, and their respective Subsidiaries, as applicable, under all of the Leases affecting the Properties that exist as of the Closing (including the Leases that exist as of the date hereof (other than those that expired or were duly terminated) and such Leases affecting the Properties that are entered into, amended, modified or renewed after the date hereof not in violation of this Agreement). (D) Prior to the Closing Date, except as described in Sections 8(A)-8(C), without the prior written consent of Purchaser, Seller and the Joint Ventures shall not, and shall cause their respective Subsidiaries, as applicable, not to (i) terminate any of the Assumed Loan Documents or Other Documents, except for such Assumed Loan Documents or Other Documents which consent may be withheld in Purchaser’s sole and absolute discretionmature or expire by their terms prior to the Closing Date, Seller shall not (ii) modify, extend, amend or renew any Assumed Loan Document or Other Document, or (iii) unless otherwise required by the Lease or enter into applicable lender and subject to Seller paying off any new lease financing with respect to any Property which is not an Assumed Loan, make any payments other than regularly scheduled payments on the Property Assumed Loans. Purchaser's consent to the actions described in this Section 3(D) shall not be unreasonably withheld conditioned or delayed, provided that (including without limitation reducing the amount of any security deposit or releasing or modifying any guaranty, if any, of the Lease). Any modification, extension, amendment, or renewal entered into in accordance with this Paragraph 3(cI) such consent shall be deemed given if Purchaser does not respond within five (5) business days after request for consent from Seller or a part Joint Venture, as applicable, and (II) any denial of consent shall be accompanied by an explanation as to why such consent was denied; provided, however, Purchaser's denial of consent shall be considered reasonable if, assuming the Closing were to occur, any action could jeopardize Purchaser's REIT Entity's status as a real estate investment trust within the meaning of Sections 856 through 860 of the LeaseCode or cause the Purchaser REIT Entity to be in receipt of income that does not constitute "rent from real property" within the meaning Section 856(d) of the Code. At Closing, subject to Purchaser shall assume the covenantsobligations of Seller, representations the Joint Ventures, and warranties set forth in this Agreement with respect to their respective Subsidiaries, as applicable, under the LeaseAssumed Loan Documents and Other Documents affecting the Properties. (dE) Seller shall comply with all federal, state, municipal and other governmental laws, ordinances, requirements, rules, regulations, notices and orders, and all agreements, covenants, conditions, easements and restrictions relating Not less than five (5) business days prior to the Due Diligence Date, Purchaser shall have the right to provide Seller with a list of Service Contracts which Purchaser wishes to have assigned to it by Seller, the Joint Ventures or the Subsidiaries, as applicable, at the Closing (the "Assigned Contracts"). Purchaser has elected not to assume any management and leasing commission agreements (subject to Purchaser's obligations under Section 5(C)(i)(c) hereunder) affecting the Property. Seller and the Joint Ventures shall, including, without limitation, any such requirements, rules, regulations, notices or orders issued or imposed after shall cause the date of this Agreement. (e) If and when Seller has knowledge of the occurrence of any event which affects the truth or accuracy of any representations or warranties made by Seller under or pursuant Subsidiaries to this Agreement, Seller shall promptly give written notice to Purchaser of such event, including, but not limited to, Seller’s receipt of (i) any written notices assign the Assigned Contracts to Purchaser at Closing to the extent the terms of material default or alleged material default by such contracts permit such assignment (and Purchaser shall assume the landlord or obligations of Seller, the Tenant Joint Ventures and their respective Subsidiaries, as applicable, under the Lease or by any party under any of the Service Contracts delivered or received by Seller from and after the Effective DateAssigned Contracts), and (ii) any written notices of alleged material violations of applicable law terminate or otherwise assume, and hold Purchaser harmless from and against, all claims with respect to the Premises received by Service Contracts which are not Assigned Contracts as of the Closing. Seller from and after the Effective Date. (f) Purchaser shall have access to the Property upon reasonable prior notice to Seller (oral or written) or during normal business hours as is reasonably necessary for it to inspect same to assure that Seller is complying with the requirements of this Section 3, provided Purchaser’s access shall not unreasonably interfere with the Tenant’s use and enjoyment thereof under the Lease, nor shall such access violate the terms and provisions thereof. (g) Seller shall cause to be maintained in force fire and extended coverage insurance and commercial general liability insurance upon the Premises in amounts of not less than One Million and 00/100 Dollars ($1,000,000.00). (h) Seller shall will not enter into or amend, terminate, waive any new Service Contract default under, or grant concessions regarding any contract or agreement that will be an obligation affecting the Property or binding on Purchaser after the Closing (unless the same is not terminable within thirty on 30 days of written prior notice relating to the Premises without the penalty or premium) without Purchaser's prior written consent of Purchaserconsent, which shall not be unreasonably withheldwithheld conditioned or delayed and which consent shall be deemed given if Purchaser does not respond within five (5) business days after request for consent from Seller or a Joint Venture, as applicable. Any denial of consent shall be accompanied by an explanation as to why such consent was denied. (F) Seller and the applicable Joint Venture shall, and shall cause their respective Subsidiaries to, continue to have the construction and repair work performed that is set forth on Schedule 3(F)-1 in accordance with the terms of that certain Lease to Genzyme Corporation (the "Genzyme Lease") for space at the Property located at 000 Xxxxxxx Xxxxxx, Cambridge, Massachusetts. If the total amount expended by Seller, such Joint Venture and their respective Subsidiaries, collectively, for such construction and repair work prior to the Closing Date is less than $582,884, then the Purchase Price shall be reduced by an amount equal to the difference between $582,884 and such amount actually expended. At or prior to Closing, Seller shall comply provide purchaser with reasonable back-up documentation substantiating such expenditures. The parties acknowledge that certain work, that is described on Schedule 3(F)-2, may be performed after the Closing Date by Seller (or its subsidiaries or affiliates), which work would result in all material respects with an increased rent under the Genzyme Lease (such work that increases such rent to be referred to as the "Genzyme Work"). From time to time, and as and when Seller (or its obligations under applicable subsidiary or affiliate) intends to perform the Genzyme Work (or any Service Contracts that exist as of portion thereof), such performing party shall have the Effective Date. Seller hereby agrees and acknowledges right to give Purchaser a notice (a "Genzyme Work Payment Request") demanding that Purchaser may require Seller pay the amounts then required to terminate perform such work (but in no event more than $1,800,000 in the existing Service Contractsaggregate), if any, at Seller’s sole cost and expense effective not later than which notice shall be accompanied by reasonable documentation substantiating the costs contained in such notice. Purchaser shall pay to such performing party the amount set forth in such Genzyme Work Payment Request within thirty (30) days after the Closing Date as a condition of Purchaser’s consummating the purchase receiving such notice. Upon completion of the Premises. Seller further agrees that any and all management agreements and brokers’ agreements affecting the Premises shall be terminated as of the Closing Date. applicable Genzyme Work (or applicable portion thereof), Seller shall (or shall cause its applicable subsidiary or affiliate performing such work to) provide Purchaser with evidence confirming of such completion that is reasonably required for Purchaser to enforce its rights under the termination Genzyme Lease to increase the rent thereunder based upon such work performed; provided that (i) nothing contained herein shall obligate Seller or any subsidiary or affiliate to perform the Genzyme Work unless and to the extent that Purchaser has been given a Genzyme Work Payment Request and Purchaser has paid the amounts due thereunder when required hereunder to Seller (or Seller's applicable subsidiary or affiliate performing such work) and (ii) neither Seller nor any Subsidiary have any liability hereunder if Purchaser is unable to obtain such increased rent. The provisions of all such Service Contracts prior to this Section 3(F) shall survive the Closing. (iG) Seller and the Joint Ventures shall, and shall cause their respective Subsidiaries to continue in full force and effect existing insurance coverages for the Properties as disclosed to Purchaser on Schedule 7(A)(iv) or replacement insurance with coverage that is not construct or permit to be constructed any improvements or capital items to or on the Improvements, including Tenant improvements, without the prior written approval of Purchaser, which approval shall not be unreasonably withheld or delayed, except for Tenant improvements that the Tenant is entitled to, or that Seller is required to, make pursuant to the Leasematerially less favorable.

OPERATION OF PROPERTY THROUGH CLOSING. From the Effective Date through and including the first to occur of (i) the termination of this Agreement or (ii) Through the Closing Date:, Seller covenants that (and as applicable Purchaser covenants that): (aA) Except as otherwise provided in this Section 3, Seller shall manage or shall cause the Affiliates to manage, operate and operate maintain the Property Properties in the same a manner that it is currently managing same consistent with Seller's past practices including, without limitation, performing day to day routine repairs and keep the Premises maintenance at Seller's sole cost and the tangible Personal Property in good condition and repair, ordinary wear and tear and casualty damage exceptedexpense. Seller will not make any change in its normal and customary billing practices, and shall not transfer nor remove apply any Personal Property that is material to security deposits against rent delinquencies or other Lease defaults (other than for tenants who vacate their apartments or if a tenant's Lease expired) without the operation or value prior consent of the Premises subsequent to the Effective Date unless Seller replaces the same prior to the Closing Date with Personal Property of equivalent or better utility and quality to the items replacedPurchaser. (bB) Without the prior written consent of Purchaser, which consent may be withheld Except as otherwise provided in Purchaser’s sole and absolute discretionthis Section 3, Seller shall not and shall cause the Affiliates not to sell, mortgage, pledge, hypothecate or otherwise transfer or dispose of all or any part of the Property Properties or any interest therein, nor shall Seller initiate, consent to, approve or otherwise take any action with respect to zoning or any other governmental rules or regulations presently applicable to all or any part therein (except for such items of the Property other than such action as is necessary to maintain the Property in compliance with such rules and regulations applicable to all or any part of the Property, provided Seller may encumber the Property with deeds of trust existing on the tangible Personal Property as become obsolete, consumed or are disposed of in the Effective Date (ordinary course of business or due to a Condemnation for which deeds of trust Section 6 shall be canceled at Closing), general utility easements if necessary govern and except for the proper operation thereof, but only after consent by Purchasertransfer of Charter Pointe Apartments to a wholly owned subsidiary, which consent shall not will then be unreasonably withheld or delayedan Affiliate). (cC) From and after Effective Date, without Without the prior written consent of Purchaser, which consent may be withheld in Purchaser’s sole and absolute discretion, Seller shall not and shall cause the Affiliates not to (i) terminate any Lease (except in the case of (x) a default or to relocate a tenant and otherwise in the ordinary course of business or (y) such Lease terminating by its terms) or (ii) modify, extend, amend or renew the any Lease or enter into any new lease Lease (unless in each case, the term of such Lease is 13 months or less, the Lease is with a third party, the terms and conditions of such Lease are consistent with the then market conditions with respect to such Property as determined in Seller's reasonable good faith judgment, and such Lease is otherwise in the Property (including without limitation reducing ordinary course of business). At Closing, Purchaser shall assume the amount obligations of any security deposit or releasing or modifying any guaranty, if any, Seller and the Affiliates under all of the Lease). Any modification, extension, amendment, or renewal Leases that exist as of the date hereof (other than those that were duly terminated) and such Leases that are entered into (modified or renewed) after the date hereof not in accordance with violation of this Paragraph 3(c) Agreement, and the parties shall be deemed a part of the Lease, subject to the covenants, representations and warranties indemnify each other as more particularly set forth in this Agreement with respect to the Lease. (d) Seller shall comply with all federal, state, municipal and other governmental laws, ordinances, requirements, rules, regulations, notices and orders, and all agreements, covenants, conditions, easements and restrictions relating to the Property, including, without limitation, any such requirements, rules, regulations, notices or orders issued or imposed after the date of this Agreement. (e) If and when Seller has knowledge of the occurrence of any event which affects the truth or accuracy of any representations or warranties made by Seller under or pursuant to this Agreement, Seller shall promptly give written notice to Purchaser of such event, including, but not limited to, Seller’s receipt of (i) any written notices of material default or alleged material default by the landlord or the Tenant under the Lease or by any party under any of the Service Contracts delivered or received by Seller from and after the Effective Date, and (ii) any written notices of alleged material violations of applicable law with respect to the Premises received by Seller from and after the Effective Date. (f) Purchaser shall have access to the Property upon reasonable prior notice to Seller (oral or written) or during normal business hours as is reasonably necessary for it to inspect same to assure that Seller is complying with the requirements of this Section 3, provided Purchaser’s access shall not unreasonably interfere with the Tenant’s use and enjoyment thereof under the Lease, nor shall such access violate the terms and provisions thereof. (g) Seller shall cause to be maintained in force fire and extended coverage insurance and commercial general liability insurance upon the Premises in amounts of not less than One Million and 00/100 Dollars ($1,000,000.0013(I). (hD) Without the prior consent of Purchaser, Seller shall not and shall cause the Affiliates not to terminate (except in the case of (x) a default and otherwise in the ordinary course of business or (y) such Service Contract terminating by its terms), modify, extend, amend or renew any Service Contract or enter into any new Service Contract (except (i) any new, renewed, modified, amended, or extended Service Contract that is not terminable within thirty on 30 days notice without cost, (ii) for extensions or renewals that are automatic and (iii) for contracts that are entered into in accordance with Section 3(E)). However, as of written notice relating to the Premises without the prior written consent of PurchaserClosing, which shall not be unreasonably withheld, and Seller shall comply in and shall cause the Affiliates to terminate any management contracts and antenna agreements affecting the Property. At Closing, Purchaser shall assume the obligations of Seller and the Affiliates under all material respects with its obligations under any of the Service Contracts that exist as of the Effective Date. Seller hereby agrees date hereof (other than those that were duly terminated or required to be terminated as aforesaid) and acknowledges such Service Contracts that Purchaser may require Seller to terminate the existing Service Contracts, if any, at Seller’s sole cost and expense effective not later than thirty are entered into (30modified or renewed) days after the Closing Date date hereof not in violation of this Agreement, and the parties shall indemnify each other as more particularly set forth in Section 13(I). (E) Seller shall and shall cause the Affiliates to continue to have the construction and repair work performed that is set forth on Exhibit H, and Purchaser shall receive, without duplication of any other adjustment or credit, a condition of Purchaser’s consummating credit against the purchase Purchase Price for that portion of the Premises. Seller further agrees that any and all management agreements and brokers’ agreements affecting $2,379,980 not paid under the Premises shall be terminated Service Contracts as of the Closing Datein connection with such construction and repair work that is set forth on Exhibit H, or if no fixed amount is set forth on page 3 of Exhibit H, the reasonable estimate of the amount needed to complete such work as determined by Seller. Notwithstanding anything herein to the contrary, Purchaser shall not receive a credit for the amounts owed under the Service Contract at Sherwood Acres (183) (Job #1590) for amounts that are due after 90 days from the date hereof. With respect to any agreement entered into after the date hereof for construction and repair work at any Property, Seller shall provide receive at the Closing for such Property, without duplication of any other adjustment or credit, a credit towards the Purchase Price for any amounts paid by Seller or an Affiliate under such agreements and Purchaser shall assume the obligations under such agreements, provided that Purchaser consented to such agreements; such consent shall not to be unreasonably withheld or delayed (and shall be deemed given if Purchaser does not object to Seller's written request for consent within three (3) business days after receipt of such request, or such shorter time, even without a written request, in the case of an emergency) if such agreement is on commercially reasonable terms and the construction or work is necessary (a) to comply with evidence confirming Seller's or an Affiliate's obligations under the termination provisions of (i) this Agreement (other than in this Section 3(E), except to the extent it is expressly stated herein that it is Seller's expense, (ii) any of the Leases or (iii) any of the financing documents with respect to the financings set forth on Exhibit I, (b) to protect the health, welfare or safety of individuals at the Properties, (c) to protect the physical structure of the Properties from imminent damage or destruction, (d) to otherwise to prevent waste or avoid loss of a Property or (e) to comply with material legal requirements. At Closing, Purchaser shall assume the obligations of Seller and the Affiliates under all of the Service Contracts for construction and repair work that exist as of the date hereof (other than those that were duly terminated) and such Service Contracts prior to Closingfor construction and repair work that are entered into (modified or renewed) after the date hereof not in violation of this Agreement) and each party shall indemnify the other as more particularly set forth in Section 13(I). (i) Seller will, at its sole cost and expense, repair the damage to or rebuild the clubhouse at Deerhorn Village, based upon plans that the parties reasonably agree to, provided, however, Seller shall not construct be obligated to spend more than the amount that Seller and Purchaser reasonably agree to spend on such project, after obtaining three bids for the work based upon such plans. Purchaser shall receive a credit against the Purchase Price for any portion of such agreed to amount that has not been so spent by Seller prior to the Closing. Notwithstanding anything to the contrary in this Agreement, if the parties can not reasonably agree upon the plans or permit the costs with respect to the repair or rebuilding of the clubhouse, either party may drop such Property pursuant to Section 12 of this Agreement, however, either parties' exercise of its option to drop the Deerhorn Village Apartments shall not count in the determination of whether seven (7) Dropped Properties exist for purposes of termination of this Agreement in accordance with its terms. (F) Seller shall and shall cause the Affiliates to maintain in full force and effect its existing insurance coverages as disclosed to Purchaser on Exhibit K or replacement insurance with coverage that is not materially less favorable. (G) Upon the request of Purchaser with respect to any specific license agreement, lease or other agreement for computer software or hardware, Seller shall request that the licensors, lessees or other contract parties consent to the transfer of such license, lease or other agreement to Purchaser. Seller is under no obligation to obtain such consent, but it shall use its reasonable efforts to work with Purchaser to obtain same. Seller shall also cooperate with Purchaser in connection with coordinating the transfer to Purchaser of copies of all data (and in electronic format, to the extent same is not in a proprietary format of a computer program, other computer software or under a licensing agreement that Seller is not transferring) that pertain to any Property, to the extent in the Seller's or an Affiliate's possession or control. All of the foregoing shall be at Purchaser's sole cost and expense and Purchaser shall reimburse Seller for any such reasonable, out-of-pocket costs it may have to implement same. This Section 3(G) shall survive the Closing. (H) For purposes of this Section 3, other than Sections 3(B), 3(F) and 3(G) (with respect to which this provision does not apply), Purchaser shall not unreasonably withhold or delay its consent and such consent shall be deemed given if Purchaser does not object to Seller's requested written consent within 3 business days after receipt of such request. (I) This Section 3(I) shall apply only with respect to the Property known as Mohawk Gardens in Rome, New York (the "Mohawk Property"). Seller shall, at no cost or expense to Purchaser, cause the two underground storage tanks identified in the EMG Environmental Phase I Report on the Mohawk Property ("USTs") to be constructed any improvements closed in accordance with all applicable Environmental Laws and such closure shall not be considered construction or capital items repair for purposes of Section 3(E) of this Agreement. Closure of the USTs shall entail removal of the USTs unless precluded by the proximity of structures at the Mohawk Property, in which case the UST or USTs shall be closed in place subject to approval by the applicable environmental regulatory authority and in compliance with all applicable Environmental Laws. In addition, closure shall entail such sampling, soil removal, remediation, and other environmental investigation or response, governmental approvals, and final signoffs to the extent required under applicable Environmental Laws (all of which are included in the term "closure"), provided, however, that if Seller reasonably estimates that the costs to complete closure are likely to exceed $1 million, Seller may, at its sole option and in its sole discretion, elect either (x) to drop the Mohawk Property from this Agreement pursuant to Section 12; however, Purchaser can void such drop if Purchaser is willing to close on the ImprovementsMohawk Property with the USTs in place or the closure incomplete, including Tenant improvementsand Seller shall transfer the Mohawk Property to Purchaser subject to a credit against the Purchase Price in the amount of $1 million, in which case the indemnity and Seller's obligations in this Section 3(I) shall be void or (y) not drop the Mohawk Property and proceed to close. Seller shall make commercially reasonable efforts to complete the closure prior to the Closing. Notwithstanding anything to the contrary in this Agreement, Seller's exercise of its option to drop the Mohawk Property shall not count in the determination of whether seven (7) Dropped Properties exist for purposes of termination of this Agreement in accordance with its terms and shall not count as one of the three (3) Dropped Properties for which Seller may provide a Cure Election Notice pursuant to Section 12(B)(i). To the extent closure has not been completed prior to the Closing and the Mohawk Property has not been dropped from this Agreement (or, if dropped, was the subject of a Cure Election Notice), then on and after the Closing Date for the Mohawk Property: (a) Purchaser shall grant, or cause to be granted to, Seller and its agents, representatives, contractors and their subcontractors access rights to the Mohawk Property equivalent to the access rights that Seller has granted to Purchaser in Section 13(A)(i), (ii) and (iii) hereunder; (b) Purchaser shall at Seller's sole cost cooperate, or cause its successors and assigns to cooperate, with such parties in achieving closure; (c) Seller shall use commercially reasonable efforts to achieve closure as soon as reasonably practicable; and (d) in the event that Purchaser's lender requires funds to be deposited in escrow for the purpose of completing closure, Seller shall deposit such required funds promptly upon instruction from Purchaser's lender so long as Purchaser's lender makes the funds available for the work. If Seller fails to diligently pursue closure after the Closing, then Purchaser shall have the right upon reasonable advance written notice to Seller to assume responsibility for taking all actions required to achieve closure, and Purchaser shall be entitled to reimbursement from Seller for all reasonable costs and expenses incurred by Purchaser to comply with applicable Environmental Laws. Further, if Seller does not elect to drop the Mohawk Property from this Agreement (or, if dropped, was the subject of a Cure Election Notice) and subject to Purchaser's performance of its obligations in clauses (a) and (b) above after 30 days of Seller's notice to Purchaser requesting such performance: from and after the Closing Date for the Mohawk Property, and without regard to the prior written approval Damage Cap or Deductible, Seller shall indemnify, defend and hold Purchaser and its partners, members, and shareholders, and their respective officers, directors, employees and agents harmless from and against all Claims by third-parties under Environmental Laws relating solely to the USTs. Nothing in this Section 3(I) shall apply against Damage Cap or Deductible. Notwithstanding anything to the contrary contained herein, Seller shall have no obligation or liability to Purchaser hereunder for any Claims to the extent such arise from any negligence, willful misconduct or violation of law attributable to Purchaser, its agents, representatives, or successors or assigns. The obligations of Seller and Purchaser under this subsection 3(I) shall survive Closing (unless the Mohawk Property is dropped and not subject to a Cure Election Notice) until such time as all applicable environmental regulatory agencies and other applicable governmental authorities have issued a final closure letter relating the USTs or, if such agencies no longer routinely issues such letters, an independent environmental consultant reasonably acceptable to the parties determines that no further action is required with respect to the USTs. (J) Upon request of Purchaser, from time to time, Seller shall deliver an updated Rent Roll commencing for the month of April, 2001 and each month thereafter to and including the month in which approval the Closing occurs. Such Rent Rolls shall be for informational purposes only and not as a representation (but the foregoing shall not limit the provisions of Section 7(xi)). (K) Upon the request of Purchaser, Seller shall forward to Purchaser a current insurance loss run, which shall be unreasonably withheld or delayed, except for Tenant improvements that the Tenant is entitled to, or that Seller is required to, make pursuant to the Leaseinformational purposes only.

OPERATION OF PROPERTY THROUGH CLOSING. From the Effective Date through and including Opening of Escrow until the first to occur of Closing (i) the or earlier termination of this Agreement or (ii) the Closing Date:Agreement): (a) Except as otherwise provided in this Paragraph 7, Seller shall manage and operate the Property in the same manner that it is currently managing same and keep the Premises and the tangible Personal Property in good condition and repairaccordance with Seller’s current business practices. Subject to comparable coverage for renewal policies being available at commercially reasonable rates, ordinary wear and tear and casualty damage excepted. Seller shall not transfer nor remove any Personal Property that is material maintain in full force and effect insurance coverage comparable to its current insurance policies with respect to the operation or value of the Premises subsequent to the Effective Date unless Seller replaces the same prior to the Closing Date with Personal Property of equivalent or better utility and quality to the items replacedProperty. (b) Without the prior written consent of Purchaser, which consent may be withheld in Purchaser’s sole and absolute discretionBuyer, Seller shall not sell, mortgage, pledge, hypothecate or otherwise transfer or dispose of all or any part of the Property or any interest therein, nor except in the ordinary course of business or except for such mortgages, pledges or hypothecations as shall Seller initiatebe released at or prior to Closing. Notwithstanding the foregoing, consent to, approve or otherwise take any action with respect to zoning or any other governmental rules or regulations presently applicable to all or any part of the Property other than such action as is necessary to maintain the Property in compliance with such rules and regulations applicable to all or any part of the Property, provided Seller may encumber replace depreciated Personal Property and may otherwise deal with Tenant Leases in a commercially reasonable manner. (c) Except as otherwise provided herein, without the Property with deeds prior written consent of trust existing on the Property as of the Effective Date (which deeds of trust shall be canceled at Closing), general utility easements if necessary for the proper operation thereof, but only after consent by PurchaserBuyer, which consent shall not be unreasonably withheld withheld, conditioned or delayed. (c) From and after Effective Date, without the prior written consent of Purchaser, which consent may be withheld in Purchaser’s sole and absolute discretion, Seller shall not terminate (except for those Service Contracts which Seller and Buyer have agreed in writing to terminate), modify, extend, amend or renew the Lease any Service Contract or enter into any new lease with respect Service Contract, except in each case as may be reasonably necessary to protect the health or safety of individuals or the preservation of the Property (including without limitation reducing the amount of any security deposit or releasing or modifying any guaranty, if any, of the Lease). Any modification, extension, amendment, or renewal entered into otherwise in accordance with this Paragraph 3(cSeller’s current business practices. All new Service Contracts must be terminable, without penalty, on not more than thirty (30) shall be deemed a part of the Lease, subject to the covenants, representations and warranties set forth in this Agreement with respect to the Leasedays’ notice. (d) Seller shall comply with all federal, state, municipal From time to xxxx Xxxxxx and other governmental laws, ordinances, requirements, rules, regulations, notices and orders, and all agreements, covenants, conditions, easements and restrictions relating to the Property, including, without limitation, any such requirements, rules, regulationsSeller’s agents may (in their sole discretion or as otherwise required under this Agreement) sign certifications, notices or orders issued other documents or imposed after take other action in connection with Buyer’s financing, approval by the date of Housing Authority, or otherwise in connection with the transactions contemplated by this Agreement. (e) If . Except with respect to Seller’s representations and when Seller has knowledge of the occurrence of any event which affects the truth or accuracy of any representations or warranties made by Seller under or pursuant to expressly set forth in this Agreement, Buyer hereby agrees to indemnify, defend and hold harmless Seller shall promptly give written notice to Purchaser of such eventand its direct and indirect partners, including, but not limited to, Seller’s receipt of (i) any written notices of material default or alleged material default by the landlord or the Tenant under the Lease or by any party under any of the Service Contracts delivered or received by Seller principals and agents from and after the Effective Date, and (ii) any written notices of alleged material violations of applicable law with respect to the Premises received by Seller from and after the Effective Date. (f) Purchaser shall have access to the Property upon reasonable prior notice to Seller (oral or written) or during normal business hours as is reasonably necessary for it to inspect same to assure that Seller is complying with the requirements of this Section 3, provided Purchaser’s access shall not unreasonably interfere with the Tenant’s use and enjoyment thereof under the Lease, nor shall such access violate the terms and provisions thereof. (g) Seller shall cause to be maintained in force fire and extended coverage insurance and commercial general liability insurance upon the Premises in amounts of not less than One Million and 00/100 Dollars ($1,000,000.00). (h) Seller shall not enter into any new Service Contract that is not terminable within thirty days of written notice relating to the Premises without the prior written consent of Purchaser, which shall not be unreasonably withheld, and Seller shall comply in all material respects with its obligations under any Service Contracts that exist as of the Effective Date. Seller hereby agrees and acknowledges that Purchaser may require Seller to terminate the existing Service Contracts, if any, at Seller’s sole cost and expense effective not later than thirty (30) days after the Closing Date as a condition of Purchaser’s consummating the purchase of the Premises. Seller further agrees that against any and all management agreements claims, demands, losses, liabilities and brokersexpenses, including attorneys’ agreements affecting and accountants’ fees, asserted against or incurred by Seller or its direct and indirect partners, principals, and agents in connection with such certifications, notices, or other documents or actions, except to the Premises extent such claims, demands, losses and liabilities are caused by Seller’s or Seller’s agents’ intentional misconduct. The indemnity set forth in this Paragraph 7(d) shall be terminated as survive any termination of this Agreement and shall survive Closing and the delivery of the Closing Date. Seller shall provide Purchaser with evidence confirming the termination of all such Service Contracts prior to Special Warranty Deed at Closing. (i) Seller shall not construct or permit to be constructed any improvements or capital items to or on the Improvements, including Tenant improvements, without the prior written approval of Purchaser, which approval shall not be unreasonably withheld or delayed, except for Tenant improvements that the Tenant is entitled to, or that Seller is required to, make pursuant to the Lease.