Common use of Operation of the Properties Clause in Contracts

Operation of the Properties. (a) Between the date hereof and the Closing Date, Sellers shall continue to operate and maintain the Properties in the ordinary course of business in accordance with present business practices. (b) During the period between the Due Diligence Period and the Closing Date, except as otherwise expressly provided in this Agreement, with respect to the Occupied Leases, Sellers may not, without the prior written consent of Buyer in each instance (which consent shall not be unreasonably withheld, conditioned or delayed), (i) cancel or terminate any Lease (other than for a material default thereunder by a party other than any Seller), (ii) amend or modify any Lease in any respect, (iii) renew or extend any Lease (other than pursuant to existing renewal or extension options in favor of Tenants), and (iv) apply any Security Deposit of any tenant under a Lease for a delinquency or default by such tenant (all such activity set forth in this Section 15.1(b) shall be called, “Leasing Activity”). Between the date hereof and the Closing Date, each Seller shall give Buyer notice (via the email address as set forth in Section 17.1 below) prior to doing any of the Leasing Activity referred to in this Section 15.1(b), which notice shall include the material terms of the proposed Leasing Activity as well as, if after the expiration of the Due Diligence Period, a request for Buyer’s consent thereto. If Buyer’s consent is required and Buyer does not respond to such Seller’s request for consent to its Leasing Activity within ten (10) Business Days after receipt thereof, time being of the essence with respect thereto, Buyer shall be deemed to have consented to such Leasing Activity. Notwithstanding the foregoing, each Seller shall have the right, without the prior consent of Buyer, to enter into (1) leases for the Earnout Spaces and the Master Lease Space; provided, however, that after the Due Diligence Period, such leases for Earnout Spaces and the Master Lease Spaces shall be in accordance with the requirements set forth in Section 4.3(b) and Section 4.4(a) respectively, and (2) any contract which can be terminated upon thirty (30) days written notice. (c) Notwithstanding any limitation set forth herein, Sellers may, without Buyer’s consent and without cost to Buyer (unless otherwise set forth herein or unless otherwise approved by Buyer) (i) take such actions, if any, with respect to the Properties, reasonably necessary to comply with the terms of the Leases, and any insurance requirements or to comply with laws, rules or regulations of any governmental authority, (ii) take such actions as it deems reasonably necessary to repair any insured or uninsured casualty or damage, and (iii) take such actions with respect to the Properties reasonably necessary to prevent loss of life, personal injury or property damage.

Operation of the Properties. (a) Between From the date Effective Date hereof and until the Closing Dateor earlier termination of this Agreement, Sellers each Contributor: (i) shall continue to (1) use, operate and maintain the Properties Property owned by such Contributor in a manner consistent with the manner in which such Contributor has operated and maintained the Property prior to the date hereof, it being agreed that the forgoing shall in no event require the making of any Capital Improvements to the Improvements, (2) not directly or indirectly negotiate with any third party respecting the sale of such Property, or any portion thereof or any interest therein, and (3) continue to maintain a commercial property insurance policy or policies covering such Property as are in force and effect on the Effective Date or substantially equivalent or better to such policy or policies; (ii) shall not (1) enter into any renewal, expansion, termination, amendment or modification of any Lease or any License, (2) enter into any new lease, license or other agreement granting any rights of use or occupancy at any portion of any Property, or (3) waive in writing any rights of such Contributor under any Lease or any License, in each case without the Partnership’s consent which consent may be given or withheld in the ordinary course of business in accordance with present business practices. (b) During Partnership’s sole discretion; provided, however, that the period between the Due Diligence Period and the Closing Date, except as otherwise expressly provided in this Agreement, with respect to the Occupied Leases, Sellers may not, without the prior written consent of Buyer in each instance (which consent Partnership shall not be unreasonably withheldwithhold or delay its consent to new leases, conditioned licenses, other occupancy agreements and renewals, expansions, terminations, amendments or delayed), modifications of Leases or Licenses covering less than 5,000 square feet of floor area provided that (i) cancel any such new lease, license or terminate any Lease (other than occupancy agreement uses the standard form of lease for a material default thereunder by a party other than any Seller)the applicable Property, (ii) amend or modify any Lease in any respect, is on market terms and conditions consistent with the offering materials concerning the Properties prepared and submitted to the Partnership by NGKF prior to the Effective Date and (iii) renew or extend any Lease (other than pursuant to existing renewal or extension options in favor of Tenants), the Partnership is given adequate prior written notice and (iv) apply any Security Deposit of any tenant under a Lease for a delinquency or default by such tenant (all such activity set forth in this Section 15.1(b) shall be called, “Leasing Activity”). Between the date hereof and the Closing Date, each Seller shall give Buyer notice (via the email address as set forth in Section 17.1 below) prior to doing any of the Leasing Activity referred to in this Section 15.1(b), which notice shall include the material terms of the proposed Leasing Activity as well as, if after the expiration of the Due Diligence Period, a request for Buyer’s consent consultation rights with respect thereto. If Buyer’s consent is required and Buyer does not respond to such Seller’s request for consent to its Leasing Activity If, within ten (10) Business Days after receipt thereofit receives a written request from a Contributor to consent to a new lease, time being license, other occupancy agreement, renewal, expansion, termination, amendment or modification, that Contributor does not receive written notice of the essence with respect Partnership’s denial of its consent thereto, Buyer shall the Partnership’s consent will be deemed to have consented to such Leasing Activitygiven. Notwithstanding the foregoing, each Seller shall have the Partnership’s consent is not required for any renewal, extension, expansion or termination where the tenant under the applicable Lease or occupancy agreement or the licensee under the applicable License has the right, without landlord consent or with landlord’s consent not to be unreasonably withheld, under its Lease, License or occupancy agreement to such renewal, extension, expansion or termination. Further notwithstanding the prior consent of Buyerforegoing, to enter into (1the leases described on Schedule 6.4(a)(ii) leases for are hereby preapproved on the Earnout Spaces and the Master Lease Space; provided, however, that after the Due Diligence Period, such leases for Earnout Spaces and the Master Lease Spaces shall be in accordance with the requirements terms set forth in Section 4.3(b) such Schedule provided that the Contributors shall be responsible for the payment of all Tenant Inducement Costs and Section 4.4(a) respectively, and (2) any contract which can be terminated upon thirty (30) days written notice. (c) Notwithstanding any limitation set forth herein, Sellers may, without Buyer’s consent and without cost to Buyer (unless otherwise set forth herein or unless otherwise approved by Buyer) (i) take such actions, if any, leasing commissions payable with respect to such leases on Schedule 6.4(a)(ii) but, if at the Propertiestime of Closing, reasonably necessary to comply with payment of a Tenant Inducement Cost that is the terms responsibility of the LeasesContributors is not yet due and payable to its corresponding tenant, and any insurance requirements or to comply with laws, rules or regulations the responsible Contributor will give the Partnership a credit for the corresponding amount in the form of any governmental authority, (ii) take such actions as it deems reasonably necessary to repair any insured or uninsured casualty or damage, and a reduction of the Net Consideration otherwise receivable by that Contributor; and (iii) take shall not remove from any Property any material item of Personal Property and included in the transfer, unless such actions item, in each case, is replaced with respect to the Properties reasonably necessary to prevent loss an item of life, personal injury comparable or property damagebetter utility and value.

Operation of the Properties. Borrower shall (a) Between cause each of the date hereof JF Properties to be leased to the JF Lessee pursuant to the JF Operating Leases and the Closing Date, Sellers shall continue to operate and maintain the Properties in the ordinary course of business in accordance with present business practices. (b) During cause the period between the Due Diligence Period and the Closing Date, except as otherwise expressly provided in this Agreement, with respect Summerfield Properties to be leased to Summerfield Lessee pursuant to the Occupied Leases, Sellers may not, without the prior written consent of Buyer in each instance (which consent shall not be unreasonably withheld, conditioned Summerfield Operating Leases and managed by Summerfield Lessee or delayed), (i) cancel or terminate any Lease (other than for a material default thereunder by a party other than any Seller), (ii) amend or modify any Lease in any respect, (iii) renew or extend any Lease (other than Manager pursuant to existing renewal the Management Agreements (or extension options such other third-party managers approved by Lender pursuant to management agreements approved as to form and substance by and in favor of Tenantsall respects acceptable to Lender), and (iv) apply any Security Deposit of any tenant under a Lease for a delinquency or default by such tenant (all such activity set forth in this Section 15.1(b) shall be called, “Leasing Activity”). Between the date hereof and the Closing Date, each Seller shall give Buyer notice (via the email address as set forth in Section 17.1 below) prior to doing any of the Leasing Activity referred to in this Section 15.1(b), which notice shall include the material terms of the proposed Leasing Activity as well as, if after the expiration of the Due Diligence Period, a request for Buyer’s consent thereto. If Buyer’s consent is required and Buyer does not respond to such Seller’s request for consent to its Leasing Activity within ten (10) Business Days after receipt thereof, time being of the essence with respect thereto, Buyer shall be deemed to have consented to such Leasing Activity. Notwithstanding the foregoing, each Seller in the event that (A) there shall have occurred and be continuing an Event of Default or (B) on the rightlast day of any calendar quarter, without the prior consent Debt Service Coverage Ratio (using Actual Net Operating Income) is less than 1.40 to 1.00, then, except as hereinafter provided, Lender may instruct Borrower to (i) terminate the JF Operating Leases with respect to any or all of Buyerthe JF Properties and/or (ii) except as otherwise provided in the Summerfield Subordinations, terminate the Summerfield Operating Leases and/or cause Summerfield Lessee to terminate the Management Agreements with respect to any or all of the Summerfield Properties, and/or (iii) may designate either a replacement lessee or a hotel manager, as the case may be, acceptable to Lender and willing to operate the applicable Properties pursuant to terms and conditions and pursuant to operating leases or management agreements approved by Lender, and, except as hereinafter otherwise provided, Borrower shall so terminate the applicable Operating Leases and/or cause Summerfield Lessee to terminate the Management Agreements and appoint or cause the appointment of such replacement lessee or manager. No Individual Borrower shall (and no Individual Borrower shall permit Lessee to) enter into any operating lease or property management agreement in respect of any Property without Lender's prior written consent and unless any such agreement contains a provision permitting such agreement to be terminated as contemplated above and unless such replacement operator or manager executes an agreement substantially similar (1and otherwise in form and substance satisfactory to Lender) leases for to the Earnout Spaces Lessee Subordination. Lender shall not have the right to require the termination of any Operating Lease or any Management Agreement under the circumstances described in the foregoing clause (B) if (x) no Event of Default shall have occurred or be continuing and the Master Lease Space; provided, however, that (y) within ten Business Days after the Due Diligence Periodend of the calendar quarter for which such circumstances have arisen, such leases for Earnout Spaces and Borrower shall defease a portion of the Master Lease Spaces shall be Loan in accordance with Section 2.3.3 sufficient to produce a Debt Service Coverage Ratio (using Actual Net Operating Income) on the requirements set forth in Section 4.3(b) and Section 4.4(a) respectively, and (2) any contract which can be terminated upon thirty (30) days written notice. (c) Notwithstanding any limitation set forth herein, Sellers may, without Buyer’s consent and without cost to Buyer (unless otherwise set forth herein or unless otherwise approved by Buyer) (i) take such actions, if any, with respect to the Properties, reasonably necessary to comply with the terms undefeased portion of the Leases, and any insurance requirements or Loan equal to comply with laws, rules or regulations of any governmental authority, (ii) take such actions as it deems reasonably necessary at least 1.40 to repair any insured or uninsured casualty or damage, and (iii) take such actions with respect to the Properties reasonably necessary to prevent loss of life, personal injury or property damage1.00.

Operation of the Properties. (a) Between the date hereof Effective Date and the Closing Date: (a) Subject to Sections 15.1(b), (c), (d), (e), (f), (g), (h) and (i), Sellers shall continue to operate and maintain the Properties and to purchase supplies for the Properties in the ordinary course of business in accordance with present business practices. In no event shall Sellers be obligated to Buyer, however, to expend any sums to correct any violations, or make any capital improvements or repairs to capital improvements, or to otherwise cause the Properties to be in compliance with any law, regulation or ordinance. (b) During the period between the Due Diligence Period and the Closing Date, except Except as otherwise expressly provided in this Agreement, with respect to the Occupied Leases, Sellers may not, without the prior written consent of Buyer in each instance (which consent shall not be unreasonably withheld, conditioned or delayed), (i) cancel or terminate any Lease (other than for a material default thereunder by a party other than any Seller), (ii) amend or modify any Lease in any respect, (iii) renew or extend any Lease (other than in accordance with the leasing guidelines for each Property annexed as Exhibit Y, or pursuant to existing renewal the terms of options or extension options in favor of Tenants), and (iv) apply any Security Deposit of any tenant under a Lease for a delinquency or default by such tenant (all such activity extensions set forth in this Section 15.1(bany existing Lease) or (iii) enter into any new lease other than in accordance with the leasing guidelines for each Property annexed as Exhibit Y. Each such Seller shall have the right to sxx Tenants and to collect such delinquencies, but no action shall be called, “Leasing Activity”)taken to dispossess any such Tenant following Closing. Between Seller shall be entitled to any monetary awards resulting such suits (less reasonable allocation of costs and expenses for attorneys’ fees) for Rents pertaining to the date hereof and three month period prior to the Closing Date, each and for operating expense delinquencies applicable to any period of time prior to the Closing Date. Each Seller shall give Buyer written notice (via the email address as set forth in Section 17.1 below) prior to doing taking any of the Leasing Activity actions referred to in this Section 15.1(b), which notice shall include the material terms of the proposed Leasing Activity action. (c) Except as otherwise expressly provided in this Agreement, Sellers may not, without the prior written consent of Buyer in each instance (which consent shall not be unreasonably withheld, conditioned or delayed), cancel, terminate, renew, extend or modify in any material respect any of the Service Contracts, or enter into any new service contract or equipment lease for all or any portion of the Properties unless, in the case of any such cancellation or termination, a new service contract or equipment lease on substantially similar or more favorable terms is entered into and the same is terminable upon thirty (30) days’ notice or, in the case of any extension or renewal of a Service Contract or entering into of any new service contract or equipment lease, the same may be terminated on not more than thirty (30) days notice. Each Seller shall give Buyer written notice prior to taking any of the actions referred to in this Section 15.1 (c), which notice shall include the material terms of the proposed action as well as, if after the expiration of the Due Diligence Period, as a request for Buyer’s consent thereto. If Buyer’s thereto if such consent is required and by the terms of the foregoing provisions of this Subsection (c). If Buyer does not respond to such Seller’s request for consent to its Leasing Activity notice within ten five (105) Business Days after receipt thereof, time being of the essence with respect thereto, Buyer shall be deemed to have consented to such Leasing Activity. Notwithstanding the foregoingactions, each Seller shall have the right, without the prior consent of Buyer, to enter into (1) leases for the Earnout Spaces and the Master Lease Space; provided, however, that after the Due Diligence Period, such leases for Earnout Spaces and the Master Lease Spaces shall be in accordance with the requirements as set forth in Section 4.3(b) and Section 4.4(a) respectively, and (2) any contract which can be terminated upon thirty (30) days written notice15.4 below. (cd) Sellers shall not make any expenditures with respect to the Properties which are not in the ordinary course of business in accordance with present business practices without Buyer’s consent (which consent shall not be unreasonably withheld, conditioned or delayed), except in the case of emergencies to protect any property or person from damage or injury, Sellers Outstanding Lease Obligations, the Out-for Signature Leasing Costs, the Vacancy Leasing Costs (for which Buyer shall receive a credit at Closing), the capital expense projects identified on Exhibit N hereto and further provided that Buyer’s consent shall not be required for, and Sellers shall be permitted to pay, any actual increase in property taxes, insurance premiums, or increased costs caused by any increase in any utility rates. Each Seller shall complete all work described on Exhibit N hereto pertaining to such Seller’s Property, and if the same is not completed prior to Closing, such Seller shall provide a credit to Buyer at Closing for the cost of completing such work. (e) Sellers will keep in full force and effect with respect to the Properties policies of insurance providing coverage at least as extensive as that described in Exhibit Z. (f) Unless to be discharged in full on or prior to the Closing Date with releases or discharges delivered contemporaneously with, or prior to, the Closing Date, Sellers shall not further encumber the Properties with any mortgage, deed of trust or similar security agreement. Furthermore, unless to be discharged in full on or prior to the Closing Date, Sellers shall not, without Buyer’s prior written approval not to be unreasonably withheld, conditioned or delayed (i) execute any easement agreements except those required in connection with ongoing development at a Property, and, (ii) unless otherwise permitted pursuant to the terms of this Agreement, execute any other documents or agreements affecting title to the Properties. (g) Notwithstanding any limitation set forth herein, Sellers may, without Buyer’s consent and without cost to Buyer (unless otherwise set forth herein or unless otherwise approved by Buyer) (i) take such actions, if any, with respect to the Properties, reasonably necessary to comply with the terms of the Leases, Leases and any insurance requirements or to comply with laws, rules or regulations of any governmental authority, (ii) take such actions as it deems they deem reasonably necessary to repair any insured or uninsured casualty or damage, and (iii) take such actions with respect to the Properties reasonably necessary to prevent loss of life, personal injury or property damage. (h) Each of Buyer and the Seller of Parcel 29G (the “29G Seller”) acknowledges and agrees that 29G Seller will enter into separate contracts (collectively, the “29G Construction Contracts”) with the following entities for the construction of improvements on Parcel 29G: (i) Trinity Group Construction, Inc. (the general contractor), (ii) Metroplex Retaining Walls of Virginia, (iii) Axxxxxxx Site Contracting, Inc., and (iv) contracts with other entities reasonably required by 29G Seller for the construction of the improvements on Parcel 29G, each of which shall be subject to Buyer’s reasonable consent. The final form of the 29G Construction Contracts will be mutually agreeable to Buyer and 29G Seller. 29G Seller shall perform all of the obligations of the property owner under each of the 29G Construction Contracts from the Effective Date until the Closing Date, and, at Closing 29G Seller shall assign, and Buyer shall assume, all of 29G Seller’s obligations under the 29G Construction Contracts (which shall include, without limitation, all outstanding amounts owed and other liabilities thereunder). 29G Seller covenants to not modify any 29G Construction Contract without the prior consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. At Closing, (I) 29G Seller shall receive reimbursement for (A) the costs incurred as of the Effective Date by 29G Seller in connection with the development of the improvements on Parcel 29G (which costs are set forth on Exhibit DD attached hereto (the “29G Construction Costs”)), and (B) any additional costs incurred by 29G Seller in connection with the construction of the 29G Building between the Effective Date and the Closing Date, including those costs incurred under the 29G Construction Contracts, are otherwise consistent with the 29G budget posted in the War Room as of the Effective Date, or are reasonably approved by Buyer (collectively, the “29G Construction Costs”), and (II) The Wxxxxxx Family Trust (the “Trust”) and Buyer shall enter into a master lease payment agreement for the building being constructed on Parcel 29G in the form of Exhibit EE attached hereto. (i) Each of Buyer and the Seller of Parcel 20 located in TransDulles Centre (the “Parcel 20 Seller”) acknowledge and agree that Parcel 20 Seller has entered into a letter of intent with, and is currently negotiating a build-to-suit lease with Universal Technical Institute or its affiliate (collectively “UTI”) for approximately 150,000 rentable square feet of space (the “Parcel 20 Minimum Space”) within a building to be constructed on a portion of the Parcel 20 Land (the “Parcel 20 Building”). In the event UTI and Parcel 20 Seller terminate negotiations, Parcel 20 Seller shall market the Parcel 20 Building and seek to enter into one or more leases for no less than the Parcel 20 Minimum

Operation of the Properties. (a) Between the date hereof Effective Date and the Closing Date: (a) Subject to Sections 15.1(b), (c), (d), (e), (f), (g), (h) and (i), Sellers shall continue to operate and maintain the Properties and to purchase supplies for the Properties in the ordinary course of business in accordance with present business practices. In no event shall Sellers be obligated to Buyer, however, to expend any sums to correct any violations, or make any capital improvements or repairs to capital improvements, or to otherwise cause the Properties to be in compliance with any law, regulation or ordinance. (b) During the period between the Due Diligence Period and the Closing Date, except Except as otherwise expressly provided in this Agreement, with respect to the Occupied Leases, Sellers may not, without the prior written consent of Buyer in each instance (which consent shall not be unreasonably withheld, conditioned or delayed), (i) cancel or terminate any Lease (other than for a material default thereunder by a party other than any Seller), (ii) amend or modify any Lease in any respect, (iii) renew or extend any Lease (other than in accordance with the leasing guidelines for each Property annexed as Exhibit Y, or pursuant to existing renewal the terms of options or extension options in favor of Tenants), and (iv) apply any Security Deposit of any tenant under a Lease for a delinquency or default by such tenant (all such activity extensions set forth in this Section 15.1(bany existing Lease) or (iii) enter into any new lease other than in accordance with the leasing guidelines for each Property annexed as Exhibit Y. Each such Seller shall have the right to xxx Tenants and to collect such delinquencies, but no action shall be called, “Leasing Activity”)taken to dispossess any such Tenant following Closing. Between Seller shall be entitled to any monetary awards resulting such suits (less reasonable allocation of costs and expenses for attorneys’ fees) for Rents pertaining to the date hereof and three month period prior to the Closing Date, each and for operating expense delinquencies applicable to any period of time prior to the Closing Date. Each Seller shall give Buyer written notice (via the email address as set forth in Section 17.1 below) prior to doing taking any of the Leasing Activity actions referred to in this Section 15.1(b), which notice shall include the material terms of the proposed Leasing Activity action. (c) Except as otherwise expressly provided in this Agreement, Sellers may not, without the prior written consent of Buyer in each instance (which consent shall not be unreasonably withheld, conditioned or delayed), cancel, terminate, renew, extend or modify in any material respect any of the Service Contracts, or enter into any new service contract or equipment lease for all or any portion of the Properties unless, in the case of any such cancellation or termination, a new service contract or equipment lease on substantially similar or more favorable terms is entered into and the same is terminable upon thirty (30) days’ notice or, in the case of any extension or renewal of a Service Contract or entering into of any new service contract or equipment lease, the same may be terminated on not more than thirty (30) days notice. Each Seller shall give Buyer written notice prior to taking any of the actions referred to in this Section 15.1 (c), which notice shall include the material terms of the proposed action as well as, if after the expiration of the Due Diligence Period, as a request for Buyer’s consent thereto. If Buyer’s thereto if such consent is required and by the terms of the foregoing provisions of this Subsection (c). If Buyer does not respond to such Seller’s request for consent to its Leasing Activity notice within ten five (105) Business Days after receipt thereof, time being of the essence with respect thereto, Buyer shall be deemed to have consented to such Leasing Activity. Notwithstanding the foregoingactions, each Seller shall have the right, without the prior consent of Buyer, to enter into (1) leases for the Earnout Spaces and the Master Lease Space; provided, however, that after the Due Diligence Period, such leases for Earnout Spaces and the Master Lease Spaces shall be in accordance with the requirements as set forth in Section 4.3(b) and Section 4.4(a) respectively, and (2) any contract which can be terminated upon thirty (30) days written notice15.4 below. (cd) Sellers shall not make any expenditures with respect to the Properties which are not in the ordinary course of business in accordance with present business practices without Buyer’s consent (which consent shall not be unreasonably withheld, conditioned or delayed), except in the case of emergencies to protect any property or person from damage or injury, Sellers Outstanding Lease Obligations, the Out-for Signature Leasing Costs, the Vacancy Leasing Costs (for which Buyer shall receive a credit at Closing), the capital expense projects identified on Exhibit N hereto and further provided that Buyer’s consent shall not be required for, and Sellers shall be permitted to pay, any actual increase in property taxes, insurance premiums, or increased costs caused by any increase in any utility rates. Each Seller shall complete all work described on Exhibit N hereto pertaining to such Seller’s Property, and if the same is not completed prior to Closing, such Seller shall provide a credit to Buyer at Closing for the cost of completing such work. (e) Sellers will keep in full force and effect with respect to the Properties policies of insurance providing coverage at least as extensive as that described in Exhibit Z. (f) Unless to be discharged in full on or prior to the Closing Date with releases or discharges delivered contemporaneously with, or prior to, the Closing Date, Sellers shall not further encumber the Properties with any mortgage, deed of trust or similar security agreement. Furthermore, unless to be discharged in full on or prior to the Closing Date, Sellers shall not, without Buyer’s prior written approval not to be unreasonably withheld, conditioned or delayed (i) execute any easement agreements except those required in connection with ongoing development at a Property, and, (ii) unless otherwise permitted pursuant to the terms of this Agreement, execute any other documents or agreements affecting title to the Properties. (g) Notwithstanding any limitation set forth herein, Sellers may, without Buyer’s consent and without cost to Buyer (unless otherwise set forth herein or unless otherwise approved by Buyer) (i) take such actions, if any, with respect to the Properties, reasonably necessary to comply with the terms of the Leases, Leases and any insurance requirements or to comply with laws, rules or regulations of any governmental authority, (ii) take such actions as it deems they deem reasonably necessary to repair any insured or uninsured casualty or damage, and (iii) take such actions with respect to the Properties reasonably necessary to prevent loss of life, personal injury or property damage. (h) Each of Buyer and the Seller of Parcel 29G (the “29G Seller”) acknowledges and agrees that 29G Seller will enter into separate contracts (collectively, the “29G Construction Contracts”) with the following entities for the construction of improvements on Parcel 29G: (i) Trinity Group Construction, Inc. (the general contractor), (ii) Metroplex Retaining Walls of Virginia, (iii) Xxxxxxxx Site Contracting, Inc., and (iv) contracts with other entities reasonably required by 29G Seller for the construction of the improvements on Parcel 29G, each of which shall be subject to Buyer’s reasonable consent. The final form of the 29G Construction Contracts will be mutually agreeable to Buyer and 29G Seller. 29G Seller shall perform all of the obligations of the property owner under each of the 29G Construction Contracts from the Effective Date until the Closing Date, and, at Closing 29G Seller shall assign, and Buyer shall assume, all of 29G Seller’s obligations under the 29G Construction Contracts (which shall include, without limitation, all outstanding amounts owed and other liabilities thereunder). 29G Seller covenants to not modify any 29G Construction Contract without the prior consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. At Closing, (I) 29G Seller shall receive reimbursement for (A) the costs incurred as of the Effective Date by 29G Seller in connection with the development of the improvements on Parcel 29G (which costs are set forth on Exhibit DD attached hereto (the “29G Construction Costs”)), and (B) any additional costs incurred by 29G Seller in connection with the construction of the 29G Building between the Effective Date and the Closing Date, including those costs incurred under the 29G Construction Contracts, are otherwise consistent with the 29G budget posted in the War Room as of the Effective Date, or are reasonably approved by Buyer (collectively, the “29G Construction Costs”), and (II) The Xxxxxxx Family Trust (the “Trust”) and Buyer shall enter into a master lease payment agreement for the building being constructed on Parcel 29G in the form of Exhibit EE attached hereto. (i) Each of Buyer and the Seller of Parcel 20 located in TransDulles Centre (the “Parcel 20 Seller”) acknowledge and agree that Parcel 20 Seller has entered into a letter of intent with, and is currently negotiating a build-to-suit lease with Universal Technical Institute or its affiliate (collectively “UTI”) for approximately 150,000 rentable square feet of space (the “Parcel 20 Minimum Space”) within a building to be constructed on a portion of the Parcel 20 Land (the “Parcel 20 Building”). In the event UTI and Parcel 20 Seller terminate negotiations, Parcel 20 Seller shall market the Parcel 20 Building and seek to enter into one or more leases for no less than the Parcel 20 Minimum

Operation of the Properties. (a) Between the date hereof and the Closing Date, Sellers Borrower shall continue to operate and maintain cause each of the Properties in the ordinary course of business in accordance with present business practices. (b) During the period between the Due Diligence Period and the Closing Date, except as otherwise expressly provided in this Agreement, with respect to be leased to the Occupied Leases, Sellers may not, without the prior written consent of Buyer in each instance (which consent shall not be unreasonably withheld, conditioned or delayed), (i) cancel or terminate any Lease (other than for a material default thereunder by a party other than any Seller), (ii) amend or modify any Lease in any respect, (iii) renew or extend any Lease (other than Lessee pursuant to existing renewal the Operating Lease and managed by Lessee or extension options by Manager pursuant to the Management Agreements (or such other third-party managers approved by Lender pursuant to management agreements approved as to form and substance by and in favor of Tenantsall respects acceptable to Lender), and (iv) apply any Security Deposit of any tenant under a Lease for a delinquency or default by such tenant (all such activity set forth in this Section 15.1(b) shall be called, “Leasing Activity”). Between the date hereof and the Closing Date, each Seller shall give Buyer notice (via the email address as set forth in Section 17.1 below) prior to doing any of the Leasing Activity referred to in this Section 15.1(b), which notice shall include the material terms of the proposed Leasing Activity as well as, if after the expiration of the Due Diligence Period, a request for Buyer’s consent thereto. If Buyer’s consent is required and Buyer does not respond to such Seller’s request for consent to its Leasing Activity within ten (10) Business Days after receipt thereof, time being of the essence with respect thereto, Buyer shall be deemed to have consented to such Leasing Activity. Notwithstanding the foregoing, each Seller in the event that (A) there shall have occurred and be continuing an Event of Default or (B) on the rightlast day of any calendar quarter, without the prior consent Debt Service Coverage Ratio (using Actual Net Operating Income) is less than 1.40 to 1.00, then, except as hereinafter provided, Lender may instruct Borrower to (i) terminate the Operating Lease with respect to any or all of Buyerthe Properties and/or (ii) except as otherwise provided in the Management Agreements, cause Lessee to terminate the Management Agreement with respect to any or all of the Marriott Managed Properties, and may designate either a replacement lessee or a hotel manager, as the case may be, acceptable to Lender and willing to operate the Properties pursuant to terms and conditions and pursuant to an Operating Lease or management agreement approved by Lender, and except as hereinafter otherwise provided, Borrower shall so terminate the Operating Lease and/or cause Lessee to terminate the Management Agreement(s) and appoint or cause the appointment of such replacement lessee or manager. No Individual Borrower shall (and no Individual Borrower shall permit Lessee to) enter into any operating lease or property management agreement in respect of any Property without Lender's prior written consent and unless any such agreement contains a provision permitting such agreement to be terminated as contemplated above and unless such replacement operator or manager executes an agreement substantially similar (1and otherwise in form and substance satisfactory to Lender) leases for to the Earnout Spaces Lessee Subordination or the Manager Subordination, as the case may be. Lender shall not have the right to require the termination of the Operating Lease or any Management Agreement under the circumstances described in the foregoing clause (B) if (x) no Event of Default shall have occurred or be continuing and the Master Lease Space; provided, however, that (y) within ten Business Days after the Due Diligence Period, end of the calendar quarter for which such leases for Earnout Spaces and circumstances have arisen. Borrower shall defease a 40 portion of the Master Lease Spaces shall be Loan in accordance with Section 2.3.3 sufficient to produce a Debt Service Coverage Ratio (using Actual Net Operating Income) on the requirements set forth in Section 4.3(b) and Section 4.4(a) respectively, and (2) any contract which can be terminated upon thirty (30) days written notice. (c) Notwithstanding any limitation set forth herein, Sellers may, without Buyer’s consent and without cost to Buyer (unless otherwise set forth herein or unless otherwise approved by Buyer) (i) take such actions, if any, with respect to the Properties, reasonably necessary to comply with the terms undefeased portion of the Leases, and any insurance requirements or Loan equal to comply with laws, rules or regulations of any governmental authority, (ii) take such actions as it deems reasonably necessary at least 1.40 to repair any insured or uninsured casualty or damage, and (iii) take such actions with respect to the Properties reasonably necessary to prevent loss of life, personal injury or property damage1.00.