Common use of Operation of the Property Clause in Contracts

Operation of the Property. Between June 1, 1998 and the Closing Date, Seller shall (a) lease, operate, manage and enter into contracts with respect to the Property, in the same manner done by Seller prior to the date hereof (provided, however, that without the prior consent of Purchaser, which as to (i) and (ii) shall not be unreasonably delayed, conditioned or withheld, (i) Seller shall not enter into any Service Contract that cannot be terminated with thirty (30) days notice or materially modify any existing Service Contracts to be assumed by Purchaser at Closing, and (ii) after June 1, 1998, Seller shall not materially modify or terminate any existing Tenant Lease or grant any material consents under any existing Tenant Lease (except as otherwise required pursuant to the terms and conditions of such Tenant Lease), or enter into any new Tenant Lease, and (iii) Seller shall not apply any then unapplied Deposits (as reflected on the Rent Roll delivered by Seller to Purchaser pursuant to Schedule 5.3(vii) hereof) under Tenant Leases); and (b) advise Purchaser of the commencement of any litigation, condemnation or other judicial or administrative proceedings affecting the Property of which Seller has current actual knowledge. Notwithstanding anything to the contrary set forth in this Contract, Purchaser acknowledges that after June 1, 1998 and prior to Closing, Seller will enter into contracts for the completion of Tenant improvements under Tenant Leases entered into after June 1, 1998 pursuant to the terms of Section 12.1 hereof (collectively, the "Tenant Finish Contracts"). Purchaser and Seller agree that at Closing, Purchaser shall assume the obligations of Seller under all such Tenant Finish Contracts including, without limitation, the obligations to pay any costs and expenses charged with respect to construction of improvements in the space subject to such Tenant Leases. At Closing, Purchaser shall execute and deliver to the Seller an Assignment, Assumption and Indemnity Agreement in the form attached hereto as Exhibit H and made a part hereof for all purposes.

Operation of the Property. Between June 1Regarding the operation, 1998 maintenance, and repair of the Property between the Effective Date and the Closing Date (or earlier termination of this Agreement): (a) Seller shall operate the Property in the ordinary course of business, but Seller shall not be required to make any capital improvements to the Property, except improvements or repairs that Seller reasonably determines to be of an emergency nature; (b) Seller agrees that it will not, without the prior written consent of Buyer (not to be unreasonably withheld or delayed), enter into any sublease or contract with respect to any portion of the Property which is not terminable upon thirty (30) calendar days notice without penalty; (c) Seller shall not take any action, or suffer any action to be taken in its name or on its behalf, the effect of which would cause any of the representations or warranties of Seller herein contained to be untrue or incorrect in any material respect on and as of the Closing Date, or which would have the effect of causing Seller shall (a) lease, operate, manage and enter into contracts with respect to be unable to satisfy or perform any of the conditions precedent to the Property, in the same manner done by Seller prior to the date hereof (obligations of Buyer hereunder; provided, however, that without this provision shall not apply to any Partnership Vote Meeting or the prior consent giving of Purchasernotice to the parties to the Collective Bargaining Agreement of the pending sale of the Property, which as to or any matters arising from or in connection with either; (d) Seller shall at all times (i) and (ii) shall not be unreasonably delayedpromptly deliver to Buyer copies of any notices received by Seller from any person, conditioned firm, corporation, or withheldgovernmental agency alleging any default on the part of Seller under any contract or agreement relating to the Property, (i) or any part thereof, or any violation of any applicable law or ordinance with respect thereto which, if the facts alleged therein were true, would constitute a breach of any representation or warranty of Seller shall not enter into herein contained or adversely affect the ability of Seller to satisfy any Service Contract that cannot be terminated with thirty (30) days notice or materially modify any existing Service Contracts condition precedent to be assumed by Purchaser at Closingthe obligations of Buyer hereunder, and (ii) after June 1promptly advise Buyer in writing of any change in Seller's representations and warranties made in Section 10.2 above; (e) Seller will not consent to, 1998authorize, Seller shall or approve any change in zoning or similar land use classification for the Land or any part thereof, or any special assessments not materially modify or terminate any existing Tenant Lease or grant any material consents under any existing Tenant Lease (except as otherwise required pursuant heretofore confirmed with respect to the terms and conditions of such Tenant Lease), or enter into any new Tenant Lease, and (iii) Seller shall not apply any then unapplied Deposits (as reflected on the Rent Roll delivered by Seller to Purchaser pursuant to Schedule 5.3(vii) hereof) under Tenant Leases)Land; and (bf) advise Purchaser Seller will not knowingly or deliberately permit any lien or encumbrance to attach to the Property, or any part thereof, and shall cause all monetary liens or encumbrances that attach to the Property between the date of the commencement Commitment and the Closing Date to be removed, and shall use its good faith commercially reasonable efforts to remove (or insure against by means of any litigation, condemnation a title endorsement reasonably satisfactory to Buyer) all non-monetary liens or other judicial or administrative proceedings affecting encumbrances that attach to the Property between the date of the Commitment and the Closing Date. From and after the Closing, Buyer agrees to cause Manager to continue in full force and effect through June 30, 1999, the Collective Bargaining Agreement (a copy of which Seller has current actual knowledge. Notwithstanding anything been provided to Buyer prior to the contrary date hereof); provided, however, that Buyer's obligation to do so shall not prohibit any renegotiation of the Collective Bargaining Agreement if freely agreed to by the union thereunder, and further provided that Buyer's obligation shall be subject to matters outside of its or Manager's control including, but not limited to, a decertification of the union by the employees at the Hotel. If prior to June 30, 1999, Manager ceases to be the manager of the Hotel, Buyer shall endeavor in good faith to cause any new manager(s) of the Hotel to continue in full force and effect through June 30, 1999, the Collective Bargaining Agreement. Buyer agrees that Seller shall have no liability for the Collective Bargaining Agreement after the Closing except as expressly set forth in this Contract, Purchaser acknowledges that after June 1, 1998 and prior to Article XII or in Section 9.11 above. Buyer's obligations under this Article XII shall survive the Closing, Seller will enter into contracts for the completion of Tenant improvements under Tenant Leases entered into after June 1, 1998 pursuant to the terms of Section 12.1 hereof (collectively, the "Tenant Finish Contracts"). Purchaser and Seller agree that at Closing, Purchaser shall assume the obligations of Seller under all such Tenant Finish Contracts including, without limitation, the obligations to pay any costs and expenses charged with respect to construction of improvements in the space subject to such Tenant Leases. At Closing, Purchaser shall execute and deliver to the Seller an Assignment, Assumption and Indemnity Agreement in the form attached hereto as Exhibit H and made a part hereof for all purposes.

Operation of the Property. Between June 1, 1998 and the Closing Date, Seller shall (a) lease, operate, manage and enter into contracts with respect to the Property, in the same manner done by Seller prior to the date hereof (provided, however, that without the prior consent of Purchaser, which as to (i) and (ii) shall not be unreasonably delayed, conditioned or withheld, (i) Seller shall not enter into any Service Contract that cannot be terminated with thirty (30) days notice or materially modify any existing Service Contracts to be assumed by Purchaser at Closing, and (ii) after June 1, 1998, Seller shall not materially modify or terminate any existing Tenant Lease or grant any material consents under any existing Tenant Lease (except as otherwise required pursuant to the terms and conditions of such Tenant Lease), or enter into any new Tenant Lease, and (iii) Seller shall not apply any then unapplied Deposits (as reflected on the Rent Roll delivered by Seller to Purchaser pursuant to Schedule 5.3(vii) hereof) under Tenant Leases); and (b) advise Purchaser of the commencement of any litigation, condemnation or other judicial or administrative proceedings affecting the Property of which Seller has current actual knowledge. Notwithstanding the foregoing, Purchaser acknowledges that Seller is currently negotiating with Healthtech Rehab over outstanding Tenant improvement expenditures and past due rents. Purchaser agrees that Seller shall be entitled to settle and compromise such disputes provided that there are no material amendments to such lease (other than a reduction in the amount of tenant improvement expenditures due and owing to such Tenant under such Lease) and Seller shall not be entitled to terminate such Lease. Notwithstanding anything to the contrary set forth in this Contract, Purchaser acknowledges that after June 1, 1998 and prior to Closing, Seller will enter into contracts for the completion of Tenant improvements under Tenant Leases entered into after June 1, 1998 pursuant to the terms of Section 12.1 hereof (collectively, the "Tenant Finish Contracts"). Purchaser and Seller agree that at Closing, Purchaser shall assume the obligations of Seller under all such Tenant Finish Contracts including, without limitation, the obligations to pay any costs and expenses charged with respect to construction of improvements in the space subject to such Tenant Leases. At Closing, Purchaser shall execute and deliver to the Seller an Assignment, Assumption and Indemnity Agreement in the form attached hereto as Exhibit H and made a part hereof for all purposes.

Operation of the Property. Between June 1, 1998 the date hereof and the Closing Date, Seller shall Closing (a) lease, operate, manage and Seller will not enter into contracts any contract (other than new Leases) that will be an obligation affecting the Property subsequent to the Closing Date except for contacts entered into in the ordinary course of business that are terminable without cause and without payment of a penalty on not more than 30 days’ notice. (b) Seller will not remove any personal property from the Property except as may be required for necessary repair or replacement, and in the event of such replacement, the replacement shall be of materially equal or better quality and quantity as existed as of the time of its removal. (c) Seller will maintain casualty insurance of a level and type consistent with the insurance maintained by Seller prior to the execution of this Agreement with respect to the Property; (d) Seller shall not do anything, in nor authorize anything to be done, which would adversely affect the same manner done by Seller prior to condition of title as shown on the date hereof (provided, however, that Title Commitment without the prior consent of Purchaser, Purchaser which as to (i) and (ii) consent shall not be unreasonably delayedwithheld, conditioned or withhelddelayed. (e) Seller will maintain and operate the Property in accordance with first class apartment management practices for the Richmond, Virginia area. (f) Seller agrees that no new leases will be entered into with any new or existing tenants unless such leases (i) Seller shall not enter into any Service Contract that cannot be terminated with thirty have a lease term (30including renewals and extensions) days notice or materially modify any existing Service Contracts to be assumed by Purchaser at Closingof no longer than one year, and (ii) after June 1, 1998, provide for rent at rates consistent with the rents reflected in the current rent roll and (iii) are pursuant to the form of lease attached hereto as part of Exhibit D. (g) Seller shall not materially modify make all payments due on the Loan or terminate any existing Tenant Lease or grant any material consents under any existing Tenant Lease (except as otherwise required pursuant to the terms Loan Documents, pay all operating expenses through the Closing Date and conditions otherwise duly observe and perform its obligations under the Loan Documents, the Leases and the Contracts. Upon request, Seller shall keep Purchaser reasonably informed as to the status of such Tenant Lease), or enter into any leasing prior to the Closing Date and shall deliver to Purchaser copies of all new Tenant Lease, and Leases. (iiih) Seller shall not apply any then unapplied Deposits restore all units that become vacant at least five (as reflected on the Rent Roll delivered by Seller to Purchaser pursuant to Schedule 5.3(vii5) hereof) under Tenant Leases); and (b) advise Purchaser of the commencement of any litigation, condemnation or other judicial or administrative proceedings affecting the Property of which Seller has current actual knowledge. Notwithstanding anything days prior to the contrary set forth Closing to “rent-ready” condition in this Contract, Purchaser acknowledges that after June 1, 1998 accordance with Seller’s customary practice and prior to Closing, Seller will enter into contracts procedure for the completion of Tenant improvements under Tenant Leases entered into after June 1, 1998 pursuant to the terms of Section 12.1 hereof (collectively, the "Tenant Finish Contracts")Property. Purchaser and Seller agree shall inspect each of such vacant units prior to the Closing to confirm that at they are in rent ready” condition. To the extent any of such units is not in “rent ready” condition as of the date of Closing, Purchaser shall assume be entitled to a credit in the obligations amount of the costs, as Purchaser and Seller under all such Tenant Finish Contracts includingagree, without limitationacting reasonably, the obligations are necessary in order to pay any costs and expenses charged with respect for the cost of restoring such vacant units to construction of improvements in the space subject to such Tenant Leases. “rent ready” condition. (i) At Closing, Purchaser Seller shall execute and deliver cause any property management agreement for the Property to the Seller an Assignmentbe terminated, Assumption and Indemnity Agreement in the form attached hereto as Exhibit H and made a part hereof for all purposesat no cost, liability or expense to Purchaser.

Operation of the Property. Between June 1, 1998 the date hereof and the Closing Date, Seller shall Closing: (a) lease, operate, manage and Seller will not enter into contracts any contract (other than new Leases) that will be an obligation affecting the Property subsequent to the Closing Date except for contacts entered into in the ordinary course of business that are terminable without cause and without payment of a penalty on not more than 30 days’ notice. (b) Seller will not remove any personal property from the Property except as may be required for necessary repair or replacement, and in the event of such replacement, the replacement shall be of materially equal or better quality and quantity as existed as of the time of its removal. (c) Seller will maintain casualty insurance of a level and type consistent with the insurance maintained by Seller prior to the execution of this Agreement with respect to the Property. (d) Seller shall not do anything, in nor authorize anything to be done, which would adversely affect the same manner done by Seller prior to condition of title as shown on the date hereof (provided, however, that Title Commitment without the prior consent of Purchaser, Purchaser which as to (i) and (ii) consent shall not be unreasonably delayedwithheld, conditioned or withhelddelayed. (e) Seller will maintain and operate the Property in accordance with first class apartment management practices for the Richmond, Virginia area. (f) Seller agrees that no new leases will be entered into with any new or existing tenants unless such leases (i) Seller shall not enter into any Service Contract that cannot be terminated have a lease term (including renewals and extensions) of no longer than one year, (ii) provide for rent at rates consistent with thirty (30) days notice or materially modify any existing Service Contracts to be assumed by Purchaser at Closingthe rents reflected in the current rent roll, and (iiiii) after June 1are pursuant to the form of lease attached hereto as part of Exhibit D. (g) Seller shall make all payments due on the Loan or as otherwise required pursuant to the Loan Documents, 1998pay all operating expenses through the Closing Date and otherwise duly observe and perform its obligations under the Loan Documents, the Leases and the Contracts. Upon request, Seller shall keep Purchaser reasonably informed as to the status of leasing prior to the Closing Date and shall deliver to Purchaser copies of all new Leases. (h) Seller shall restore all units that become vacant at least five (5) days prior to the Closing to "rent-ready" condition in accordance with Seller’s customary practice and procedure for the Property. Purchaser and Seller shall inspect each of such vacant units prior to the Closing to confirm that they are in "rent ready" condition. To the extent any of such units is not materially modify in "rent ready" condition as of the date of Closing, Purchaser shall be entitled to a credit in the amount of the costs, as Purchaser and Seller agree, acting reasonably, are necessary in order to pay for the cost of restoring such vacant units to "rent ready" condition. (i) At Closing, Seller shall cause any property management agreement for the Property to be terminated, at no cost, liability or terminate any existing Tenant Lease or grant any material consents under any existing Tenant Lease expense to Purchaser. (except as otherwise required j) Seller and Purchaser shall each use its respective good faith efforts to negotiate mutually acceptable Easements pursuant to the terms and conditions of such Tenant Lease), or enter into any new Tenant Lease, and (iiisubparagraph 5(e) Seller shall not apply any then unapplied Deposits (as reflected on the Rent Roll delivered by Seller to Purchaser pursuant to Schedule 5.3(vii) hereof) under Tenant Leases); and (b) advise Purchaser of the commencement of any litigation, condemnation or other judicial or administrative proceedings affecting the Property of which Seller has current actual knowledge. Notwithstanding anything to the contrary set forth in this Contract, Purchaser acknowledges that after June 1, 1998 and prior to Closing, Seller will enter into contracts for the completion of Tenant improvements under Tenant Leases entered into after June 1, 1998 pursuant to the terms of Section 12.1 hereof (collectively, the "Tenant Finish Contracts"). Purchaser and Seller agree that at Closing, Purchaser shall assume the obligations of Seller under all such Tenant Finish Contracts including, without limitation, the obligations to pay any costs and expenses charged with respect to construction of improvements in the space subject to such Tenant Leases. At Closing, Purchaser shall execute and deliver to the Seller an Assignment, Assumption and Indemnity Agreement in the form attached hereto as Exhibit H and made a part hereof for all purposesAgreement.

Operation of the Property. (a) Between June 1, 1998 the date hereof and the Closing Date, Seller shall continue to operate and maintain the Property in the ordinary course of business in accordance with present business practices. (ab) leaseDuring the period between the Due Diligence Period and the Closing Date, operateexcept as otherwise expressly provided in this Agreement, manage with respect to the Occupied Leases, Seller 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 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, 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 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, Seller shall have the right, without the prior consent of Buyer, to enter into contracts (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, Seller 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 Property, in reasonably necessary to comply with the same manner done by Seller prior terms of the Leases, and any insurance requirements or to the date hereof (providedcomply with laws, howeverrules or regulations of any governmental authority, that without the prior consent of Purchaser, which as to (i) and (ii) shall not be unreasonably delayed, conditioned take such actions as it deems reasonably necessary to repair any insured or withheld, (i) Seller shall not enter into any Service Contract that cannot be terminated with thirty (30) days notice uninsured casualty or materially modify any existing Service Contracts to be assumed by Purchaser at Closing, and (ii) after June 1, 1998, Seller shall not materially modify or terminate any existing Tenant Lease or grant any material consents under any existing Tenant Lease (except as otherwise required pursuant to the terms and conditions of such Tenant Lease), or enter into any new Tenant Leasedamage, and (iii) Seller shall not apply any then unapplied Deposits (as reflected on the Rent Roll delivered by Seller to Purchaser pursuant to Schedule 5.3(vii) hereof) under Tenant Leases); and (b) advise Purchaser of the commencement of any litigation, condemnation or other judicial or administrative proceedings affecting the Property of which Seller has current actual knowledge. Notwithstanding anything to the contrary set forth in this Contract, Purchaser acknowledges that after June 1, 1998 and prior to Closing, Seller will enter into contracts for the completion of Tenant improvements under Tenant Leases entered into after June 1, 1998 pursuant to the terms of Section 12.1 hereof (collectively, the "Tenant Finish Contracts"). Purchaser and Seller agree that at Closing, Purchaser shall assume the obligations of Seller under all take such Tenant Finish Contracts including, without limitation, the obligations to pay any costs and expenses charged actions with respect to construction the Property reasonably necessary to prevent loss of improvements in the space subject to such Tenant Leases. At Closinglife, Purchaser shall execute and deliver to the Seller an Assignment, Assumption and Indemnity Agreement in the form attached hereto as Exhibit H and made a part hereof for all purposespersonal injury or property damage.

Operation of the Property. Between June 1, 1998 and the Closing Date, Seller shall (a) leaseExcept as otherwise provided in or restricted by this Article 9, operate, manage and enter into contracts each Seller shall at all times prior to Closing (i) continue to conduct business with respect to its Property in the Property, ordinary course of its business substantially in the same manner done by Seller prior to in which said business has been heretofore conducted, including, without limitation, pursuing the date hereof (providedissuance of the Initial Bonds, however, that without the prior consent of Purchaser, which as to (i) and (ii) shall not be unreasonably delayed, conditioned or withheld, (i) Seller shall not enter into perform its obligations under the Leases and any Service Contract that cannot be terminated with thirty (30) days notice or materially modify any existing Service Contracts to be assumed by Purchaser at Closing, and (ii) after June 1, 1998, Seller shall not materially modify or terminate any existing Tenant Lease or grant any material consents under any existing Tenant Lease (except as otherwise required pursuant to the terms and conditions of such Tenant Lease), or enter into any new Tenant Lease, and (iii) Seller shall not apply any then unapplied Deposits (as reflected on the Rent Roll delivered by Seller to Purchaser pursuant to Schedule 5.3(vii) hereof) under Tenant Leases); and (b) advise Purchaser of the commencement of any litigation, condemnation contracts or other judicial or administrative proceedings agreements affecting the its Property of which Seller has current actual knowledge. Notwithstanding anything to the contrary set forth in this Contract, Purchaser acknowledges that after June 1, 1998 and prior to Closing, Seller will enter into contracts for the completion of Tenant improvements under Tenant Leases entered into after June 1, 1998 pursuant to the terms of Section 12.1 hereof (collectively, the "Tenant Finish Contracts"). Purchaser and Seller agree that at Closing, Purchaser shall assume the obligations of Seller under all such Tenant Finish Contracts including, without limitation, the Construction Agreements, the Contracts and the Permitted Exceptions), (iii) comply, in all material respects, with all applicable Legal Requirements, (iv) continue to insure its Property substantially as it is currently insured and (v) not take any action that would cause any of its Seller Representations to become inaccurate in any material respect or any of the covenants of such Seller to be materially breached. Without limiting the generality of the foregoing, Seller shall pay all accounts payable, and any debts or obligations owed by Seller relating to pay its Property when due (“when due,” “coming due” or like words means the time for payment set forth in any costs contract, or if no time is set forth then within thirty days (30) of the date when an invoice for payment is received by Seller). (b) Purchaser hereby acknowledges that Seller has certain rights and expenses charged obligations under this Agreement (including, without limitation, with respect to construction the Construction Agreements) that will continue after Closing, and agrees that Purchaser shall reasonably cooperate with Seller after Closing in connection with Seller’s performance of improvements in its obligations, exercise of its rights and otherwise with respect to such continuing rights and obligations, all at no out-of-pocket cost to Purchaser (unless such cost is reimbursed to Purchaser). Purchaser further acknowledges and agrees that, notwithstanding anything to the space contrary contained herein, any deposits or other sums that Seller or its affiliates have deposited or otherwise paid with respect to any Construction Agreements shall, to the extent returned under such Construction Agreement (whether prior to or following Closing), be retained by the applicable Seller, and Purchaser shall have no rights thereto. (c) Purchaser hereby acknowledges that the owners of the 11 Fan Pier Property and 50 Northern Property, respectively, each have rights to vote and approve certain matters under the Fan Pier Declaration and the bylaws of FPOC (including, without limitation, amendments thereto) (“Declaration Voting and Approval Rights”), and further acknowledges that there remain certain undeveloped portions of the Fan Pier Project that will be developed by Developer or its affiliates after Closing. Accordingly, Purchaser hereby agrees that it shall (i) subject to such Tenant Leases. At Closingthe immediately following sentence, Purchaser shall execute delegate its Declaration Voting and deliver Approval Rights with respect to each Property to the Seller an Assignment, Assumption Developer for a period from the Closing Date until the Declaration Delegation Expiration by delivering to Developer at Closing a written delegation and Indemnity Agreement proxy in the form attached hereto as Exhibit H Schedule 9.3(c) (the “Declaration Delegation”), which Developer may, at its option, record with the Registry, and (ii) promptly confirm the foregoing Declaration Delegation and take or cause to be taken such additional action (including the execution and delivery of such further instruments and documents) in furtherance of the foregoing as Developer may reasonably request from time to time, all without further consideration but at no out-of-pocket cost to Purchaser. Notwithstanding anything contained in this Section 9.3(c) to the contrary, Declaration Voting and Approval Rights with respect to matters that (A) exclusively affect the 11 Fan Pier Property or the 50 Northern Property, or (B) are proposed by the owner of the 11 Fan Pier Property or the owner of the 50 Northern Property so long as such matters do not Adversely Affect (as such term is defined in the Fan Pier Declaration) the other Parcels (as such term is defined in the Fan Pier Declaration), are excluded from the Declaration Voting and Approval Rights to be delegated to Developer pursuant to the Declaration Delegation. Purchaser hereby grants to Developer a power of attorney (which shall be irrevocable until the expiration or earlier termination of this Section 9.3(c)), which power of attorney shall be coupled with an interest, and hereby appoints Developer and its designees as Purchaser’s attorney-in-fact to take any and all actions necessary or appropriate to confirm the Declaration Delegation or take or cause to be taken any such additional action in furtherance of the foregoing as Developer may reasonably determine if Purchaser fails to take such actions within five (5) Business Days after a written request from Developer. Developer hereby agrees that it will exercise such Declaration Voting and Approval Rights as follows: (1) To the extent that Seller has agreed to exercise their respective Declaration Voting and Approval Rights in certain ways under the applicable Vertex Leases as in effect on the Closing Date, Developer shall exercise the Declaration Voting and Approval Rights with respect to each Property in a manner that would comply with any provisions of such applicable Vertex Lease related to the exercise of such voting and approval rights. (2) With respect to all other matters, Developer shall exercise the Declaration Voting and Approval Rights at its discretion, except that Developer shall not exercise such Declaration Voting and Approval Rights in a manner that would Adversely Affect (as such term is defined in the Fan Pier Declaration) the applicable Property. (3) Prior to exercising any delegated Declaration Voting and Approval Rights, Developer shall provide Purchaser with written notice specifying the matter upon which Developer proposes to act and Developer’s proposed action. Purchaser shall review such notice and shall make a good faith determination regarding whether the taking of such action would violate Sections 9.3(c)(1) or (2). If Purchaser determines in good faith that such action would violate either Sections 9.3(c)(1) or (2), then Purchaser may dispute such proposed action by delivering written notice specifying its good faith objections to Developer within five (5) Business Days following delivery to Purchaser of Developer’s written notice of its proposed action. If Purchaser fails to give an objection notice on or before the end of such five (5) Business Days, it shall conclusively be deemed to have determined that the action(s) specified in such notice do not violate Sections 9.3(c)(1) or (2). In the event that Purchaser delivers an objection notice within such five (5) Business Day period, the Developer and Purchaser shall meet promptly after Developer’s receipt of such notice and work together diligently and in good faith to resolve Purchaser’s objections. If the parties are unable to resolve their dispute within five (5) Business Days after Developer’s receipt of Purchaser’s notice, then the matter shall be submitted to arbitration in accordance with the following provisions: (i) The parties shall direct the Boston office of the American Arbitration Association to appoint an arbitrator who shall have a minimum of ten (10) years’ experience in commercial real estate disputes and who shall not be affiliated with either Developer or Purchaser and has not worked for either party or its affiliates at any time during the prior five (5) years. Both Developer and Purchaser shall have the opportunity to present evidence and outside consultants to the arbitrator. (ii) The arbitration shall be conducted in accordance with the expedited commercial arbitration rules of the AAA insofar as such rules are not inconsistent with the provisions of this Agreement (in which case the provisions of this Agreement shall govern). The cost of the arbitration (exclusive of each party’s witness and attorneys’ fees, which shall be paid by such party) shall be borne equally by Purchaser and Developer. Any such arbitration shall be commenced within fifteen (15) days after Developer’s receipt of Purchaser’s notice specifying its good faith objections (or, if later, appointment of the arbitrator). (iii) Within ten (10) days after appointment, the arbitrator shall determine whether or not Developer’s proposed action would violate Sections 9.3(c)(1) or (2). The arbitrator’s decision shall be final and binding on the Developer and Purchaser. If the arbitrator determines that such proposed action would not violate Sections 9.3(c)(1) or (2), then Developer shall be permitted to immediately take its proposed action in accordance with this Agreement. If the arbitrator determines that such action would violate Sections 9.3(c)(1) or (2), then Developer shall not take such action without Purchaser’s prior written consent. Any person dealing with Developer may always rely without further inquiry on a certificate signed by Developer as to the authority of Developer to act, as to the existence or nonexistence of any fact or facts which constitute conditions precedent to action by Developer under, or which are in any other manner germane to, the Declaration Delegation or the Delegation Voting and Approval Rights covered by the Declaration Delegation. Execution, delivery or recording of any such certificate shall not be a condition precedent to the validity of any action or transaction of Developer with respect to the Declaration Delegation. The provisions of this Section 9.3(c) shall survive the Closing until the Declaration Delegation Expiration. (d) Purchaser hereby further acknowledges that the owners of the 11 Fan Pier Property and 50 Northern Property, respectively, each have rights to vote and approve certain matters under the Garage REA (including, without limitation, amendments thereto) (“Garage REA Voting and Approval Rights”), and further acknowledges that there remain certain undeveloped portions of the Fan Pier Project that will be developed by Developer or its affiliates at certain times after Closing. Accordingly, Purchaser hereby agrees that it shall (i) partially delegate its Garage REA Voting and Approval Rights with respect to each Property to the Developer for a period from the Closing Date until the earliest to occur of (1) completion of the Unified Garage (as such term is defined in the Garage REA), (2) November 21, 2029 and (3) the occurrence of any willful breach with respect to the Garage REA Delegation (for purposes of the foregoing, the term “willful breach” means any exercise or attempted exercise of the Garage REA Voting and Approval Rights contrary to or inconsistent with either or both of Sections 9.3(d)(1) or (2) or any other breach of any provision of the Garage REA Delegation, unless in each case made by Developer in the good faith belief, on the basis of advice of counsel, that the same was not so contrary or inconsistent or otherwise in breach of the Garage REA Delegation), by delivering to Developer at Closing a part hereof for written delegation and proxy in the form attached as Schedule 9.3(d) (the “Garage REA Delegation”), which Developer may, at its option, record with the Registry, and (ii) promptly confirm the foregoing Garage REA Delegation and take or cause to be taken such additional action (including the execution and delivery of such further instruments and documents) in furtherance of the foregoing as Developer may reasonably request from time to time, all purposes.without further consideration but at no out-of-pocket cost to Purchaser. Purchaser hereby grants to Developer a power of attorney (which shall be irrevocable until the expiration or earlier termination of this Section 9.3(d)), which power of attorney shall be coupled with an interest, and hereby appoints Developer and its designees as Purchaser’s attorney-in-fact to take any and all actions necessary or appropriate to confirm the Garage REA Delegation or take or cause to be taken any such additional action in furtherance of the foregoing as Developer may reasonably determine if Purchaser fails to take such actions within five (5) Business Days after a written request from Developer. The Parties hereby acknowledge and agree that:

Operation of the Property. Between June 1, 1998 and (a) Following the Effective Date until the Closing Date, Seller shall (a) lease, continue to operate, manage maintain and enter into contracts repair the Property in the ordinary course of business and consistent with the Seller’s operation, maintenance and repair prior to the Effective Date. Following the Effective Date, without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed granted in the event that Buyer fails to respond to a written request for its consent within two (2) Business Days, Seller may not make or permit to be made any material alterations to or upon the Property unless the same is expressly permitted or required to be made pursuant to the terms of the Lease (provided, however, Buyer’s consent shall not be required for and Seller shall be able to make repairs or other work of an emergency nature, as required by law, or as required under any Lease, provided that Seller shall notify Buyer of such work as soon as practicable). (b) Seller agrees that following the Effective Date until the Closing Date, Seller shall: (i) continue to perform in all material respects its obligations as landlord under the Leases; (ii) not make any commitment or incur any liability to any labor union, through negotiations or otherwise with respect to the Property; and (iii) maintain in full force and effect the Seller’s current insurance for the Property, in substantially the same manner done by form as currently maintained. (c) Following the Effective Date, Seller prior shall not, directly or indirectly (i.e., through any representative, agent or otherwise), solicit or entertain offers from any person other than Buyer, related to the acquisition of the Property until the earlier to occur of the following: (i) the date hereof Buyer terminates this Agreement, or (providedii) the date Buyer defaults under its obligations hereunder and Seller terminates this Agreement. (d) Promptly after receipt, however, Seller shall provide Buyer with true and complete copies of any written notices that without the prior consent of Purchaser, which as Seller receives from any governmental authority with respect to (i) and any special assessments or proposed increases in the valuation of the Property; (ii) shall not be unreasonably delayed, conditioned or withheld, (i) Seller shall not enter into any Service Contract that cannot be terminated with thirty (30) days notice or materially modify any existing Service Contracts to be assumed by Purchaser at Closing, and (ii) after June 1, 1998, Seller shall not materially modify or terminate any existing Tenant Lease or grant any material consents under any existing Tenant Lease (except as otherwise required pursuant to the terms and conditions of such Tenant Lease), or enter into any new Tenant Lease, and (iii) Seller shall not apply any then unapplied Deposits (as reflected on the Rent Roll delivered by Seller to Purchaser pursuant to Schedule 5.3(vii) hereof) under Tenant Leases); and (b) advise Purchaser of the commencement of any litigation, condemnation or other judicial or administrative eminent domain proceedings affecting the Property or any portion thereof; or (iii) any material violation of which Seller has current actual knowledge. Notwithstanding anything any environmental law or any zoning, health, fire, safety or other law, regulation or code applicable to the contrary set forth in this Contract, Purchaser acknowledges that after June 1, 1998 and prior to ClosingProperty. In addition, Seller will enter into contracts for shall deliver or cause to be delivered to Buyer, promptly upon the completion giving or receipt thereof by Seller, true and complete copies of Tenant improvements under Tenant Leases entered into after June 1, 1998 pursuant to the terms any written notices of Section 12.1 hereof (collectively, the "Tenant Finish Contracts"). Purchaser and Seller agree that at Closing, Purchaser shall assume the obligations of default or potential default given or received by Seller under all any of the Leases or Permits or any of the Contracts. (e) Seller will advise Buyer promptly of any suit, action, arbitration, or legal or other proceeding or governmental investigation which is filed after the Effective Date and which concerns or affects Seller or the Property, other than any such Tenant Finish Contracts including, without limitation, the obligations to pay any costs matters (such as slip and expenses charged with respect to construction of improvements in the space subject to such Tenant Leases. At Closing, Purchaser shall execute fall and deliver to the Seller an Assignment, Assumption and Indemnity Agreement in the form attached hereto as Exhibit H and made a part hereof for all purposessimilar claims) that are covered by Seller’s insurance.

Operation of the Property. Between June 1, 1998 and From the Effective Date until the Closing DateDate or earlier termination of this Agreement, Seller shall (a) lease, operateown, manage and enter into contracts operate the Property in a manner consistent with respect past practices. Specifically, Seller hereby covenants and agrees to the Propertyfollowing: 12.1 Seller may (subject to the remaining provisions of this Section 12.1 and Section 12.2), in the same manner done by Seller ordinary course and consistent with Seller’s current practices, negotiate with prospective tenants. Between the Effective Date and the date three (3) business days prior to the date hereof expiration of the Review Period, Seller may enter into any new written leases, contracts, easements or other agreements affecting the Property or its operation (providedor any modifications, howeverrenewals, that without the prior consent of Purchasersupplements, which as terminations, extensions, side letters or other agreements relating to (iany existing Leases, contracts, easements or agreements) and shall provide Purchaser notice thereof, together with a copy of such lease, contract, easement or other agreement, on or before the date three (ii3) shall not be unreasonably delayedbusiness days prior to the expiration of the Review Period. From and after the date three (3) business days prior to the expiration of the Review Period, conditioned or withheld, (i) Seller shall not enter into any Service Contract that cannot be terminated with thirty new leases, contracts, easements or other agreements affecting the Property or its operation (30) days notice or materially modify any modifications, renewals, supplements, terminations, extensions, side letters or other agreements relating to any existing Service Contracts to be assumed by Purchaser at ClosingLeases, and contracts, easements or agreements), other than (iia) after June 1, 1998, Seller shall not materially modify any lease agreement or terminate any existing Tenant Lease amendment or grant any material consents under any existing Tenant Lease (except as otherwise termination which is required pursuant to the terms and conditions an existing Lease or memorializes an exercise of such Tenant Lease), an existing right or enter into any new Tenant option under an existing Lease, and (iiib) service contracts or other agreements entered into in the ordinary course of business and which are cancelable by Seller without penalty on or before the Closing Date, unless Seller obtains Purchaser’s prior written consent, which consent, after the date three (3) business days prior to the expiration of the Review Period, may be given or denied in Purchaser’s sole discretion. In any case where Purchaser’s consent is required under this Section 12.1, if Purchaser does not respond to Seller’s consent request within five (5) business days of Seller’s request, Purchaser shall not apply any then unapplied Deposits (as reflected be deemed to have consented to the subject of the consent request. No rents or deposits with respect to the Property are or on the Rent Roll delivered Closing Date will be held by Seller Seller, except security deposits and prepaid rents for the current month. 12.2 Any leases consented to (or deemed consented to) by Purchaser pursuant to Schedule 5.3(viiSection 12.1 shall constitute Leases for all purposes under this Agreement (and any references herein to the term “Leases” shall mean and include those consented to pursuant to Section 12.1) hereofand shall be added to Exhibit I-2 attached hereto. Notwithstanding Section 12.1 of this Agreement, Seller shall have the unilateral right, in Seller’s sole but reasonable discretion, in an emergency situation to enter into any contract or agreement necessary to protect the Property and/or the persons thereon, provided that (a) Seller fully performs all obligations under Tenant Leases); such contract or agreement (monetary or non-monetary) and (b) advise Purchaser of the commencement of any litigation, condemnation contract or other judicial agreement is terminated on or administrative proceedings affecting before the Property of which Seller has current actual knowledge. Notwithstanding anything to the contrary set forth in this Contract, Purchaser acknowledges that after June 1, 1998 and prior to Closing, Seller will enter into contracts for the completion of Tenant improvements under Tenant Leases entered into after June 1, 1998 pursuant to the terms of Section 12.1 hereof (collectively, the "Tenant Finish Contracts"). Purchaser and Seller agree that at Closing, Purchaser shall assume the obligations of Seller under all such Tenant Finish Contracts including, without limitation, the obligations to pay any costs and expenses charged with respect to construction of improvements in the space subject to such Tenant Leases. At Closing, Purchaser shall execute and deliver to the Seller an Assignment, Assumption and Indemnity Agreement in the form attached hereto as Exhibit H and made a part hereof for all purposesClosing Date.

Operation of the Property. Between June 1, 1998 a. American shall consult Capital Center and the Closing Date, Seller shall (a) lease, operate, manage and enter into contracts with respect to L/M on all its leasing decisions regarding the Property, in including the same manner done by Seller execution of new leases, lease renewals and lease terminations prior to September 1, 2006, however, American shall retain the date hereof exclusive authority over such matters except as limited by the Rent Assignment Agreement between Capital Center, L/M and American dated February 1, 2005 (“Rent Assignment Agreement”). b. Maxco, L/M, Capital Center, and Xxxx release and waive any and all claims arising out of or relating to American’s or its agent’s management actions on any matter relating to the question of whether to lease any part of the Property, and the terms thereof, to any other party. This includes but is not limited to claims relating to or arising out of American’s or its agent’s lease related marketing activities, and lease negotiations; provided, however, that without claims for breach of this Agreement are expressly reserved. c. Notwithstanding this Agreement, or any provisions of the prior consent Rent Assignment Agreement to the contrary, the Rent Assignment Agreement shall continue in effect until the earlier to occur of Purchaser(collectively, which as to “Rent Assignment Expiration Event”): (i) and September 2, 2006; (ii) the date upon which American reassigns the leases and rents at Capital Center’s direction as provided under Sections 8.a and 8.b of the Rent Assignment Agreement after American is paid the Settlement Amount; or (iii) the date upon which American records the Deed-in-Lieu of Foreclosure. Provided however, notwithstanding a Rent Assignment Agreement Expiration Event, the Parties’ obligations as to their liabilities and indemnifications as to the Property as provided under Section 8.c of the Rent Assignment Agreement shall continue. Provided further, in the event of reassignment of the leases and rents by American to or as directed by Capital Center, Capital Center and American shall prorate between them the then outstanding liabilities for any expenses for tenant improvements permitted by the Rent Assignment Agreement, by taking into account all reasonable allocations, including but not limited to, monies received and to be received by either of them, from the tenant for whom the improvements were made. d. Notwithstanding this Agreement, or the provisions of the Rent Assignment Agreement, to the contrary, all Parties acknowledge and agree that any and all payments received by American pursuant to the Rent Assignment Agreement shall not be unreasonably delayeddeemed a credit against any part of either the Settlement Amount, conditioned or withheldthe Bankruptcy Amount, (i) Seller shall not enter into any Service Contract that cannot be terminated with thirty (30) days notice or materially modify any existing Service Contracts provided however, such payments are to be assumed applied as provided by Purchaser at Closing, and (ii) after June 1, 1998, Seller shall not materially modify or terminate any existing Tenant Lease or grant any material consents under any existing Tenant Lease (except as otherwise required pursuant to the terms and conditions of such Tenant Lease), or enter into any new Tenant Lease, and (iii) Seller shall not apply any then unapplied Deposits (as reflected on the Rent Roll delivered by Seller to Purchaser pursuant to Schedule 5.3(vii) hereof) Assignment Agreement and credited against the amount owing under Tenant Leases); the Loan Documents and (b) advise Purchaser of used in calculating the commencement of any litigation, condemnation or other judicial or administrative proceedings affecting the Property of which Seller has current actual knowledge. Notwithstanding anything to the contrary set forth in this Contract, Purchaser acknowledges that after June 1, 1998 and prior to Closing, Seller will enter into contracts for the completion of Tenant improvements under Tenant Leases entered into after June 1, 1998 pursuant to the terms of Section 12.1 hereof (collectively, the "Tenant Finish Contracts"). Purchaser and Seller agree that at Closing, Purchaser shall assume the obligations of Seller under all such Tenant Finish Contracts including, without limitation, the obligations to pay any costs and expenses charged with respect to construction of improvements in the space subject to such Tenant Leases. At Closing, Purchaser shall execute and deliver to the Seller an Assignment, Assumption and Indemnity Agreement in the form attached hereto as Exhibit H and made a part hereof for all purposesDefault Amount.

Operation of the Property. Between June 1Until the earlier of Closing or termination of this Agreement, 1998 Seller agrees as follows: (a) Subject to Sections 8.1(b) and 8.1(c), without Buyer’s prior written approval, which may be withheld in Buyer’s sole and absolute discretion, Seller shall not directly or indirectly (i) sell, contribute, assign or create any right, title or interest whatsoever in or to the Property, (ii) cause or permit any mortgage, deed of trust, Lien, assessment, obligation, interest, encroachment or liability whatsoever to be placed of record against the Property (other than the Permitted Exceptions), or (iii) enter into any agreement to do any of the foregoing. (b) Without Buyer’s prior written approval, which may be withheld in Buyer’s reasonable discretion prior to the date which is five days prior to the end of the Inspection Period and in Buyer’s sole and absolute discretion thereafter, Seller shall not enter into any new (or extend, amend, renew or replace any existing) agreement, service contract, employment contract, permit or obligation affecting the Property or which would be binding upon Buyer upon its acquisition of the Property, or file for, pursue, accept or obtain any zoning, land use permit or other development approval or entitlement, or consent to the inclusion of the Property into any special district; provided, however, (i) prior to expiration of the Inspection Period, Seller may enter into service or similar contracts without Buyer’s approval if such contract is entered into in the ordinary course of Seller’s business and is terminable without penalty or premium on not more than 30 days notice from the owner of the Property and is disclosed promptly in writing to Buyer; and (ii) Seller may enter new Tenant Leases pursuant to Section 8.1(c). (c) Without Buyer’s prior written approval, which may be withheld in Buyer’s reasonable discretion prior to the date which is five days prior to the end of the Inspection Period and in Buyer’s sole and absolute discretion thereafter, Seller shall not (i) enter into any new lease (each, a “New Lease”) for any portion of the Property, (ii) terminate any existing Tenant Lease, or (iii) extend, amend, renew or replace any Tenant Lease or expand the space leased by a Tenant thereunder (each, a “Lease Renewal”). If Seller desires to enter into a New Lease or Lease Renewal after the Effective Date, it shall give written notice (the “New Lease Request”) to Buyer and include the following information and documents with such New Lease Request: (i) the name of the proposed or existing Tenant, (ii) identification of the portion of the Property that is the subject of the New Lease or Lease Renewal, (iii) a summary of the material terms of the New Lease or Lease Renewal, including base rent, reimbursement of operating expenses, security deposit, guaranties or other credit enhancement, concessions, proposed tenant improvements and tenant improvement allowance, term, renewal options, early termination rights, permitted uses, and exclusive rights, (iv) a copy of the proposed New Lease or Lease Renewal and all exhibits thereto, and (v) financial information regarding the proposed or existing Tenant. If Buyer fails to respond to any New Lease Request within 5 Business Days after receipt thereof, Buyer shall be deemed to have denied the request to enter into such New Lease or Lease Renewal. (d) Seller shall remove the Property from the market for sale, and not solicit, accept, entertain or enter into any negotiations or agreements with respect to the sale or disposition of any or all of the Property, or any interest therein, or sell, contribute or assign any interest in the Property. (e) Seller shall, except as otherwise provided in this Agreement, operate and maintain the Property in accordance with Seller’s past practice and all applicable Laws. Seller shall maintain all casualty and liability insurance in place as of the Effective Date with respect to the Property in amounts and with deductibles substantially the same as existing on the Effective Date. (f) Seller shall not remove any material item of Personal Property from the Real Property unless the same is obsolete and is replaced by tangible personal property of equal or greater utility and value. Should any material equipment, fixtures or services fail between the Effective Date and the Closing Date, Seller shall be responsible for the repair or replacement of such equipment, fixtures or services with a new unit of similar size and quality, or at Buyer’s option, Seller shall give Buyer an equivalent credit towards the Purchase Price at the Closing. (a) lease, operate, manage and enter into contracts with respect to the Property, in the same manner done by Seller prior to the date hereof (provided, however, that without the prior consent of Purchaser, which as to (i) and (ii) shall not be unreasonably delayed, conditioned or withheld, (ig) Seller shall not enter into accept any Service Contract rent from any Tenant (or any new tenant under any new lease permitted pursuant to the terms hereof) for more than 1 month in advance of the payment date. Other than actions against a Tenant that cando not be terminated with thirty (30) days notice or materially modify any existing Service Contracts to be assumed by Purchaser at Closing, and (ii) after June 1, 1998seek eviction, Seller shall not materially modify commence or terminate allow to be commenced on its behalf any existing Tenant Lease action, suit or grant any material consents under any existing Tenant Lease (except as otherwise required pursuant to the terms and conditions of such Tenant Lease), or enter into any new Tenant Lease, and (iii) Seller shall not apply any then unapplied Deposits (as reflected on the Rent Roll delivered by Seller to Purchaser pursuant to Schedule 5.3(vii) hereof) under Tenant Leases); and (b) advise Purchaser of the commencement of any litigation, condemnation or other judicial or administrative proceedings affecting the Property of which Seller has current actual knowledge. Notwithstanding anything to the contrary set forth in this Contract, Purchaser acknowledges that after June 1, 1998 and prior to Closing, Seller will enter into contracts for the completion of Tenant improvements under Tenant Leases entered into after June 1, 1998 pursuant to the terms of Section 12.1 hereof (collectively, the "Tenant Finish Contracts"). Purchaser and Seller agree that at Closing, Purchaser shall assume the obligations of Seller under all such Tenant Finish Contracts including, without limitation, the obligations to pay any costs and expenses charged proceeding with respect to construction all or any portion of improvements in the space subject to such Tenant Leases. At Closing, Purchaser shall execute and deliver to Property without the Seller an Assignment, Assumption and Indemnity Agreement in the form attached hereto as Exhibit H and made a part hereof for all purposesprior written consent of Buyer.

Operation of the Property. Between June 1Until the earlier of Closing or termination of this Agreement, 1998 Seller agrees as follows: (a) Subject to Sections 8.1(b) and 8.1(c), without Buyer’s prior written approval, which may be withheld in Buyer’s sole and absolute discretion, Seller shall not directly or indirectly (i) sell, contribute, assign or create any right, title or interest whatsoever in or to the Property, (ii) cause or permit any mortgage, deed of trust, Lien, assessment, obligation, interest, encroachment or liability whatsoever to be placed of record against the Property (other than the Permitted Exceptions), or (iii) enter into any agreement to do any of the foregoing. (b) Without Buyer’s prior written approval, which may be withheld in Buyer’s reasonable discretion prior to the date which is five days prior to the end of the Inspection Period and in Buyer’s sole and absolute discretion thereafter, Seller shall not enter into any new (or extend, amend, renew or replace any existing) agreement, service contract, employment contract, permit or obligation affecting the Property or which would be binding upon Buyer upon its acquisition of the Property, or file for, pursue, accept or obtain any zoning, land use permit or other development approval or entitlement, or consent to the inclusion of the Property into any special district or amend, modify terminate the Arctic Lease; provided, however, prior to expiration of the Inspection Period, Seller may enter into service or similar contracts without Buyer’s approval if such contract is entered into in the ordinary course of Seller’s business and is terminable without penalty or premium on not more than 30 days notice from the owner of the Property and is disclosed promptly in writing to Buyer. Notwithstanding the preceding, Seller has informed Buyer that Tenant and Seller have agreed in concept and Seller will work in good faith to amend Section 4(b) of the Arctic Lease (Additional Rent Based on Real Estate Taxes) prior to Closing to reflect that Tenant will be responsible for 100% of the real estate taxes in connection with Folio: 22-2032-012-0030, provided that Tenant shall not be responsible for any of the real estate taxes in connection with Folio: 22-2032-012-0060 (any such amendment approved by Buyer, the “Arctic Lease Amendment”). Prior to entering into the Arctic Lease Amendment, Seller shall provide a draft thereof to Buyer for Buyer’s review and approval and Seller shall incorporate such reasonable comments of Buyer thereto. (c) Without Buyer’s prior written approval, which may be withheld in Buyer’s sole and absolute discretion, Seller shall not enter into any new lease for any portion of the Property. (d) Seller shall not accept or enter into any agreements with respect to the sale or disposition of any or all of the Property, or any interest therein, or sell, contribute or assign any interest in the Property, provided that the foregoing shall not prohibit Seller from marketing the Property prior to the expiration of the Inspection Period. (e) Seller shall, except as otherwise provided in this Agreement, operate and maintain the Property in accordance with Seller’s past practice and all applicable Laws. Seller (or its Tenant) shall maintain all casualty and liability insurance in place as of the Effective Date with respect to the Property in amounts and with deductibles substantially the same as existing on the Effective Date. (f) Except as expressly required under the Arctic Lease, Seller shall not remove any material item of Personal Property from the Real Property unless the same is obsolete and is replaced by tangible personal property of equal or greater utility and value. Should any material equipment, fixtures or services fail between the Effective Date and the Closing Date, Seller or Tenant (in accordance with the Arctic Lease shall be responsible for the repair or replacement of such equipment, fixtures or services with a new unit of similar size and quality, or at Buyer’s option, if Seller or Tenant do not replace or repair such equipment, then Seller shall give Buyer an equivalent credit towards the Purchase Price at the Closing. (a) lease, operate, manage and enter into contracts with respect to the Property, in the same manner done by Seller prior to the date hereof (provided, however, that without the prior consent of Purchaser, which as to (i) and (ii) shall not be unreasonably delayed, conditioned or withheld, (ig) Seller shall not enter into accept any Service Contract that cannot be terminated with thirty (30) days notice or materially modify any existing Service Contracts to be assumed by Purchaser at Closing, and (ii) after June 1, 1998, Seller shall not materially modify or terminate any existing rent from Tenant Lease or grant any material consents under any existing Tenant Lease (except as otherwise required pursuant to the terms and conditions of such Tenant Lease), or enter into any new Tenant Lease, and (iii) Seller shall not apply any then unapplied Deposits (as reflected on the Rent Roll delivered by Seller to Purchaser pursuant to Schedule 5.3(vii) hereof) under Tenant Leases); and (b) advise Purchaser for more than 1 month in advance of the commencement of any litigation, condemnation or other judicial or administrative proceedings affecting the Property of which Seller has current actual knowledge. Notwithstanding anything to the contrary set forth in this Contract, Purchaser acknowledges that after June 1, 1998 and prior to Closing, Seller will enter into contracts for the completion of Tenant improvements under Tenant Leases entered into after June 1, 1998 pursuant to the terms of Section 12.1 hereof (collectively, the "Tenant Finish Contracts"). Purchaser and Seller agree that at Closing, Purchaser shall assume the obligations of Seller under all such Tenant Finish Contracts including, without limitation, the obligations to pay any costs and expenses charged with respect to construction of improvements in the space subject to such Tenant Leases. At Closing, Purchaser shall execute and deliver to the Seller an Assignment, Assumption and Indemnity Agreement in the form attached hereto as Exhibit H and made a part hereof for all purposespayment date.

Operation of the Property. Between June 1During the period from the Effective Date and continuing until the First Closing, 1998 and the Second Closing Dateor the Bay Park Closing, as applicable, each Seller shall own, manage and operate its Property in a manner consistent with past practices. Specifically, each Seller hereby covenants and agrees to the following: (a) lease, operate, manage and enter into contracts with respect to the Property, in the same manner done by Seller prior to the date hereof (provided, however, that without the prior consent of Purchaser, which as to (i) and (ii) shall not be unreasonably delayed, conditioned or withheld, (i) No Seller shall not enter into any Service Contract that cannot be terminated with amendment to or modification of any Lease, or any new contracts, easements or other material agreements affecting such Seller’s Property or its operation (or any modifications, renewals, supplements, terminations, extensions, side letters or other agreements relating to any contracts, easements or agreements, unless such modifications, renewals, extensions or other agreements are pursuant to a right set forth in such contract, easement or agreement), other than contracts or other agreements entered into in the ordinary course of business and which are cancelable by such Seller without penalty within thirty (30) days after giving notice thereof, in any manner unless such Seller obtains Buyer’s prior written consent, which consent may not be unreasonably withheld, conditioned or materially modify any existing Service Contracts delayed. If Buyer does not respond to Seller’s written or emailed consent request within five (5) business days of receipt of Seller’s request, Buyer shall be assumed by Purchaser at Closingdeemed to have consented to the subject of the consent request, so long as such notice contains the following text written in this manner: NOTICE, THIS IS AN OFFICIAL NOTICE PURSUANT TO THAT CERTAIN AGREEMENT DATED SEPTEMBER 16, 2014. THE RECIPIENT OF THIS NOTICE HAS 5-BUSINESS DAYS TO RESPOND, OTHERWISE THE REQUEST BEING MADE WILL BE DEEMED APPROVED. Buyer hereby acknowledges that it has approved in advance the Preapproved Leases, and Buyer shall have no right to object to such Preapproved Leases. (iib) after June 1Notwithstanding Section 5.1(a) of this Agreement, 1998, each Seller shall not materially modify or terminate any existing Tenant Lease or grant any material consents under any existing Tenant Lease (except as otherwise required pursuant have the unilateral right, in such Seller’s sole but reasonable discretion, in an emergency situation to the terms and conditions of such Tenant Lease), or enter into any new Tenant Lease, and contract or agreement necessary to protect such Seller’s Property and/or the persons thereon. (iiic) Each Seller shall maintain and operate its Property in its ordinary course of business and shall not apply sell, further pledge, or otherwise transfer or dispose of all or any then unapplied Deposits part of any its Property (except for such items of Personal Property as reflected become obsolete or are disposed of in the ordinary course of business). Notwithstanding the foregoing, Buyer acknowledges that during the term of this Agreement until the date that Buyer provides Buyer’s Bay Park Notice on a timely basis to the Rent Roll delivered by Bay Park Seller and Escrow Agent indicating that Buyer irrevocably commits to Purchaser pursuant purchasing the Bay Park Property, the Bay Park Seller shall have the right to Schedule 5.3(vii) hereof) under Tenant Leases); offer for sale and (b) advise Purchaser negotiate to sell the Bay Park Property to other prospective purchasers and to contract to sell the same and consummate such sale to another purchaser, all without the consent of Buyer, provided that Bay Park Seller delivers to Buyer and Escrow Agent the Bay Park Seller’s Opt-Out Notice prior to the closing on such sale. No Seller shall make any material alterations affecting the footprints of any of the commencement buildings on its Property without the prior written consent of Buyer, not to be unreasonably withheld, conditioned or delayed; provided that the addition or deletion of signage, building awnings or other building attachments shall not be considered “material”. (d) Each Seller shall keep, observe and perform its obligations as landlord under the Leases affecting its Property in the ordinary course of business. (e) Each Seller shall maintain in full force and effect its current or equivalent property insurance on its Property and shall give Buyer prompt written notice of any litigation, condemnation fire or other judicial casualty or administrative proceedings any other notice regarding condemnation, eminent domain or any other taking affecting its Property after the Property of which Seller has current actual knowledge. Notwithstanding anything to the contrary set forth in this Contract, Purchaser acknowledges that after June 1, 1998 and prior to Closing, Seller will enter into contracts for the completion of Tenant improvements under Tenant Leases entered into after June 1, 1998 pursuant to the terms of Section 12.1 hereof (collectively, the "Tenant Finish Contracts"). Purchaser and Seller agree that at Closing, Purchaser shall assume the obligations of Seller under all such Tenant Finish Contracts including, without limitation, the obligations to pay any costs and expenses charged with respect to construction of improvements in the space subject to such Tenant Leases. At Closing, Purchaser shall execute and deliver to the Seller an Assignment, Assumption and Indemnity Agreement in the form attached hereto as Exhibit H and made a part hereof for all purposesEffective Date.

Operation of the Property. (a) Between June 1the Effective Date and the Closing Date, 1998 and subject to the provisions of the Leases, Seller will use commercially reasonable efforts to (i) maintain (or cause each Tenant to maintain, as appropriate) each Site in substantially the same condition as existed on the Effective Date, subject to reasonable wear and tear and any damage or destruction by Casualty, Condemnation (both as defined below), or other causes or events beyond the reasonable control of Seller, and (ii) maintain, or cause to be maintained, in full force and effect all licenses and permits required to be held by Seller in order for the Property to comply with all Laws. Additionally, between the Effective Date and the Closing Date, Seller shall shall, consistent with past practice, (ax) leasesubject to Section 3.4, operatecomply with, manage in all material respects, the Contracts and enter into contracts use commercially reasonable efforts to enforce its rights under the Contracts consistent with prior practice, (y) maintain, or cause to be maintained, insurance coverage in full force and effect with respect to the Property, Property in the same manner done by Seller ordinary course of its business consistent with past practice, and (z) not, without Buyer’s prior to written consent, cause or initiate any zoning changes. Agreement of Purchase and SaleCMFT Portfolio 31 (b) Between the date hereof (providedexpiration of the Diligence Period and the Closing Date, however, that without the Buyer’s prior consent of Purchaser, (which as to (i) and (ii) consent shall not be unreasonably delayed, conditioned or withheld, (i) delayed or conditioned), Seller shall not enter into any Service Contract that cannot replacement, or amendment to the terms, of any ROFR, to the extent (i) such amended terms or such replacement ROFR, as applicable, would be terminated with thirty (30) days notice binding on Buyer from and after the applicable Closing or materially modify any existing Service Contracts to be assumed by Purchaser at Closing, and (ii) after June 1, 1998such action would have a material adverse impact on Seller’s ability to obtain any waiver sought to be obtained pursuant to this Agreement (or Buyer’s ability to obtain such waivers subsequent to the Closing). Prior to the expiration of the Diligence Period, Seller shall not materially modify provide prompt (and in no event later than two (2) Business Days prior to expiration of the Diligence Period (with such Diligence Period being extended as to any affected Site to afford such two (2) Business Day notice period)) written notice to Buyer of any such replacement, or terminate any existing Tenant Lease or grant any material consents under any existing Tenant Lease (except as otherwise required pursuant amendment to the terms and conditions terms, of such Tenant Lease), or enter into any new Tenant Lease, and ROFR. (iiic) Seller shall not apply any then unapplied Deposits (as reflected on the Rent Roll delivered by Seller use commercially reasonable efforts in accordance with Section 1.4 to Purchaser pursuant to Schedule 5.3(vii) hereof) under Tenant Leases); and (b) advise Purchaser of the commencement of any litigationobtain, condemnation or other judicial or administrative proceedings affecting the Property of which Seller has current actual knowledge. Notwithstanding anything prior to the contrary set forth in this Contract, Purchaser acknowledges that after June 1, 1998 and prior to Closing, Seller will enter into contracts for the completion of a ROFR Waiver from each applicable ROFR Tenant improvements under Tenant Leases entered into after June 1, 1998 pursuant to the terms of Section 12.1 hereof (collectively, the "Tenant Finish Contracts"). Purchaser and Seller agree that at Closing, Purchaser shall assume the obligations of Seller under all such Tenant Finish Contracts including, without limitation, the obligations to pay any costs and expenses charged with respect to construction of improvements in the space subject to such Tenant Leases. At Closing, Purchaser shall execute and deliver to the Seller an Assignment, Assumption and Indemnity Agreement in the form attached hereto as Exhibit H and made a part hereof for all purposeseach applicable ROFR.

Operation of the Property. Between June 1, 1998 (a) Seller covenants and warrants that between the date hereof and the Closing Date: (1) Seller will attempt to satisfy the Consent Condition, but the Seller shall have no liability in the event it does not do so for any reason – and Buyer will attempt to assist Seller in this regard; (a2) leaseSeller will not enter into, operateamend, manage modify or terminate any of the Lease(s) or Contracts, except as provided for in Section 1(b) above, in the definition of the term “Lease(s)” or “Contracts”; and enter (3) Seller will continue to maintain the Property consistent with past practices and in the condition as of the Effective Date, subject to reasonable wear, tear, condemnation and casualty excepted. The Seller shall be entitled to operate the Property in the ordinary course of business without the consent of Buyer, including, but not limited to, entering into contracts the Purchase Contracts, Permitted Contracts and as otherwise permitted by this Agreement; provided, however, the Seller shall not (i) offer any further discounts or inducement for sale of any portion of such Property other than discounts or inducements similar to those that it previously offered in the ordinary course of its business, or (ii) sell any golf course or tract (which is not a lot). Seller shall cease entering into Purchase Contracts and Permitted Contracts forty-eight (48) hours prior to the Closing Date. (b) The parties acknowledge that the Seller presently has employees performing services in connection with respect the ownership and operation of the Property. The Buyer shall have no obligation to retain any of such employees; provided, however, from and after November 5, 2011 (if this Agreement has not been terminated prior to this date), the Buyer shall have the right to interview such employees (which, if Seller desires, shall be in the presence of a representative designated by Seller, provided the Seller makes such representative available within a reasonable time after Buyer desires to schedule such interviews with the employees) and to the extent the Buyer elects to retain any such employees, the Seller agrees that on or after Closing, the Buyer shall have the right, at its sole option, to retain any such employees. Seller shall be responsible for all compensation, deferred obligations and benefits owed to such employees as of Closing as to the employees retained by Buyer and Buyer shall have no obligations for any of Seller’s employees which are not retained by Buyer. The provisions of this Section 12(b) shall survive Closing. (c) The Buyer agrees that the books, records and other documents which will be made available to the Buyer at Closing may be needed by the Seller after Closing in connection with Seller’s business needs. In connection therewith, the Buyer agrees that it shall make such books, records and documents in Buyer’s possession or in the possession of the property owner’s association (“Association”) related to the Property, in available to Seller for inspection and copying as Seller may reasonably request. Additionally, the same manner done by Seller prior Buyer agrees that it and its successors and assigns shall cause the Association, to the date hereof extent within the Buyer’s control, to assist and cooperate with Seller in connection with defense of any Existing Litigation or other business matters that the Seller may reasonably request, provided that the Buyer shall not be required to incur any material liability or expense in connection therewith. The provisions of this paragraph shall survive Closing. (provided, however, that without d) The Buyer shall be responsible for all development activity and other obligations relating to the prior consent ownership and operation of Purchaser, which as the Property from and after Closing. The provisions of this paragraph shall survive Closing. (e) The Seller agrees to the following for a period ending three (3) years after the Closing Date: (i) and The Seller shall not sell or transfer the name “Bluegreen Communities” to a third party (other than in connection with the sale, merger and/or consolidation of Bluegreen Corporation or its subsidiaries), whereby the name “Bluegreen Communities” shall be utilized by such third party in connection with the sale of residential lots (other than as permitted in Section 12(e)(iii)) and/or golf course communities within any of the states in which the Real Property is located; and (ii) Except as set forth in Section 12(e)(iii), neither Bluegreen Corporation or any subsidiary of Bluegreen Corporation (“Specified Companies”) shall not be unreasonably delayed, conditioned compete with the Buyer in connection with the development and/or sale of single family residential lots and/or golf course communities within any of the states in which the Real Property is located. (iii) Notwithstanding anything contained in this Paragraph 12(e)(i) or withheld, (i) Seller shall not enter into any Service Contract that cannot be terminated with thirty (30) days notice or materially modify any existing Service Contracts to be assumed by Purchaser at Closing, and (ii) after June 1, 1998, Seller shall not materially modify or terminate any existing Tenant Lease or grant any material consents under any existing Tenant Lease (except as otherwise required pursuant to the terms and conditions contrary, there shall be no restriction as to the ability of Bluegreen Corporation, any of Bluegreen Corporation’s subsidiaries or any entity in which any such Tenant Lease)Specified Companies is merged, sold or enter into consolidated, including in connection with the use of the name “Bluegreen Communities” to sell, acquire and/or otherwise dispose of any new Tenant Lease, and (iii) Seller shall not apply any then unapplied Deposits (as reflected on of the Rent Roll delivered Excluded Property which is owned by Seller to Purchaser pursuant to Schedule 5.3(vii) hereof) under Tenant Leases); and (b) advise Purchaser and/or any property obtained by Seller and/or any Specified Companies in connection with the receivables comprising a portion of the commencement of any litigation, condemnation or other judicial or administrative proceedings affecting the Property of which Seller has current actual knowledge. Notwithstanding anything to the contrary set forth in this Contract, Purchaser acknowledges that after June 1, 1998 and prior to Closing, Seller will enter into contracts for the completion of Tenant improvements under Tenant Leases entered into after June 1, 1998 pursuant to the terms of Section 12.1 hereof Excluded Property. (collectively, the "Tenant Finish Contracts"). Purchaser and Seller agree that at Closing, Purchaser shall assume the obligations of Seller under all such Tenant Finish Contracts including, without limitation, the obligations to pay any costs and expenses charged with respect to construction of improvements in the space subject to such Tenant Leases. iv) At Closing, Purchaser the Sellers shall execute and deliver enter into an agreement with Buyer agreeing to the Seller an Assignment, Assumption and Indemnity Agreement in the form attached hereto as Exhibit H and made a part hereof for all purposesprovisions of this Paragraph 12(e) (“Restrictive Covenant”).

Operation of the Property. Between June 1During the period from the Effective Date and continuing until the First Closing, 1998 and the Second Closing Dateor the Bay Park Closing, as applicable, each Seller shall own, manage and operate its Property in a manner consistent with past practices. Specifically, each Seller hereby covenants and agrees to the following: (a) lease, operate, manage and enter into contracts with respect to the Property, in the same manner done by Seller prior to the date hereof (provided, however, that without the prior consent of Purchaser, which as to (i) and (ii) shall not be unreasonably delayed, conditioned or withheld, (i) No Seller shall not enter into any Service Contract that cannot be terminated with amendment to or modification of any Lease, or any new contracts, easements or other material agreements affecting such Seller’s Property or its operation (or any modifications, renewals, supplements, terminations, extensions, side letters or other agreements relating to any contracts, easements or agreements, unless such modifications, renewals, extensions or other agreements are pursuant to a right set forth in such contract, easement or agreement), other than contracts or other agreements entered into in the ordinary course of business and which are cancelable by such Seller without penalty within thirty (30) days after giving notice thereof, in any manner unless such Seller obtains Buyer’s prior written consent, which consent may not be unreasonably withheld, conditioned or materially modify any existing Service Contracts delayed. If Buyer does not respond to Seller’s written or emailed consent request within five (5) business days of receipt of Seller’s request, Buyer shall be assumed by Purchaser at Closingdeemed to have consented to the subject of the consent request, so long as such notice contains the following text written in this manner: NOTICE, THIS IS AN OFFICIAL NOTICE PURSUANT TO THAT CERTAIN AGREEMENT DATED SEPTEMBER 16, 2014. THE RECIPIENT OF THIS NOTICE HAS 5-BUSINESS DAYS TO RESPOND, OTHERWISE THE REQUEST BEING MADE WILL BE DEEMED APPROVED. Buyer hereby acknowledges that it has approved in advance the Preapproved Leases, and Buyer shall have no right to object to such Preapproved Leases. (iib) after June 1Notwithstanding Section 5.1(a) of this Agreement, 1998, each Seller shall not materially modify or terminate any existing Tenant Lease or grant any material consents under any existing Tenant Lease (except as otherwise required pursuant have the unilateral right, in such Seller’s sole but reasonable discretion, in an emergency situation to the terms and conditions of such Tenant Lease), or enter into any new Tenant Lease, and contract or agreement necessary to protect such Seller’s Property and/or the persons thereon. (iiic) Each Seller shall maintain and operate its Property in its ordinary course of business and shall not apply sell, further pledge, or otherwise transfer or dispose of all or any then unapplied Deposits part of any its Property (except for such items of Personal Property as reflected become obsolete or are disposed of in the ordinary course of business). Notwithstanding the foregoing, Buyer acknowledges that during the term of this Agreement until the date that Buyer provides Buyer's Bay Park Notice on a timely basis to the Rent Roll delivered by Bay Park Seller and Escrow Agent indicating that Buyer irrevocably commits to Purchaser pursuant purchasing the Bay Park Property, the Bay Park Seller shall have the right to Schedule 5.3(vii) hereof) under Tenant Leases); offer for sale and (b) advise Purchaser negotiate to sell the Bay Park Property to other prospective purchasers and to contract to sell the same and consummate such sale to another purchaser, all without the consent of Buyer, provided that Bay Park Seller delivers to Buyer and Escrow Agent the Bay Park Seller's Opt-Out Notice prior to the closing on such sale. No Seller shall make any material alterations affecting the footprints of any of the commencement buildings on its Property without the prior written consent of Buyer, not to be unreasonably withheld, conditioned or delayed; provided that the addition or deletion of signage, building awnings or other building attachments shall not be considered "material". (d) Each Seller shall keep, observe and perform its obligations as landlord under the Leases affecting its Property in the ordinary course of business. (e) Each Seller shall maintain in full force and effect its current or equivalent property insurance on its Property and shall give Buyer prompt written notice of any litigation, condemnation fire or other judicial casualty or administrative proceedings any other notice regarding condemnation, eminent domain or any other taking affecting its Property after the Property of which Seller has current actual knowledge. Notwithstanding anything to the contrary set forth in this Contract, Purchaser acknowledges that after June 1, 1998 and prior to Closing, Seller will enter into contracts for the completion of Tenant improvements under Tenant Leases entered into after June 1, 1998 pursuant to the terms of Section 12.1 hereof (collectively, the "Tenant Finish Contracts"). Purchaser and Seller agree that at Closing, Purchaser shall assume the obligations of Seller under all such Tenant Finish Contracts including, without limitation, the obligations to pay any costs and expenses charged with respect to construction of improvements in the space subject to such Tenant Leases. At Closing, Purchaser shall execute and deliver to the Seller an Assignment, Assumption and Indemnity Agreement in the form attached hereto as Exhibit H and made a part hereof for all purposesEffective Date.

Operation of the Property. Between June 1The Sellers shall not, 1998 after the date hereof and prior to the Closing Date or any earlier termination of this Agreement, enter into or terminate any lease or amendment of lease pertaining to the Property or any service contract or amendment thereto extending beyond the Closing Date without in each case obtaining Buyer's prior written consent thereto, which consent Buyer shall not withhold or delay except in the exercise of sound business judgment and which shall be deemed given unless denied in writing within three (3) business days after request therefor. After the date hereof and prior to the Closing Date, Seller the Sellers shall (a) lease, operate, manage and enter into contracts with respect to operate the Property, Property substantially in the same manner done in which property operations have been administered by the Sellers during the six (6) months preceding the date hereof, and make all payments due under the NYLICO Loans. Sellers shall reasonably cooperate with the efforts of Buyer to obtain updated or additional property information respecting the subject matter of the Work Product, but in no event shall any Seller be deemed in default of this Agreement in any respect whatsoever for failure to deliver such additional information. After the date hereof and prior to the date hereof (Closing Date the Sellers shall not directly or indirectly list any portion of the Property for sale, and none of the Property shall be conveyed, disposed of, or removed without the prior written consent of Buyer, except for immaterial items of tangible personal property in the ordinary course of operations. Buyer and the Sellers mutually covenant and agree to reasonably cooperate with each other to cause their commercial general liability insurers to add the other party, respectively, as an additional insured for incidents occurring during the time of ownership of the named insured, provided, however, that without the prior consent of Purchaser, which as no party shall be obligated to (i) and (ii) shall not be unreasonably delayed, conditioned expend additional funds for endorsement cost or withheld, (i) Seller shall not enter into any Service Contract that cannot be terminated with thirty (30) days notice or materially modify any existing Service Contracts to be assumed by Purchaser at Closing, and (ii) after June 1, 1998, Seller shall not materially modify or terminate any existing Tenant Lease or grant any material consents under any existing Tenant Lease (except as otherwise required pursuant to the terms and conditions of such Tenant Lease), or enter into any new Tenant Lease, and (iii) Seller shall not apply any then unapplied Deposits (as reflected on the Rent Roll delivered by Seller to Purchaser pursuant to Schedule 5.3(vii) hereof) under Tenant Leases); and (b) advise Purchaser of the commencement of any litigation, condemnation or other judicial or administrative proceedings affecting the Property of which Seller has current actual knowledge. Notwithstanding anything to the contrary set forth insurer indemnity in this Contract, Purchaser acknowledges that after June 1, 1998 and prior to Closing, Seller will enter into contracts for the completion of Tenant improvements under Tenant Leases entered into after June 1, 1998 pursuant to the terms of Section 12.1 hereof (collectively, the "Tenant Finish Contracts"). Purchaser and Seller agree that at Closing, Purchaser shall assume the obligations of Seller under all such Tenant Finish Contracts including, without limitation, the obligations to pay any costs and expenses charged with respect to construction of improvements in the space subject to such Tenant Leases. At Closing, Purchaser shall execute and deliver to the Seller an Assignment, Assumption and Indemnity Agreement in the form attached hereto as Exhibit H and made a part hereof for all purposesconnection therewith.

Operation of the Property. Between June 1, 1998 and 16.1 After the Closing Effective Date, Seller and Xxxxxx covenant that Property Owner (a) shall only enter into new Leases or renew existing Leases provided that same are made at arm’s length, at the rents and with no concessions other than as set forth on Exhibit 16.1 attached hereto and made a part hereof, for a term of not less than nine (9) months and not more than thirteen (13) months and in accordance with Property Owner’s customary leasing procedures, such leasing procedures being delivered to Purchaser as a part of the Materials, (b) shall only modify, terminate (upon a tenant default) or accept the surrender or forfeiture of any of the Leases in the ordinary course of business and (c) shall not modify any of the Property Contracts without first obtaining the written consent of Purchaser, which consent shall be given or withheld in Purchaser’s sole discretion. 16.2 Except as specifically set forth in this ARTICLE 16, Xxxxxx and Seller shall (a) lease, operate, manage and enter into contracts with respect cause the Property Owner to operate the Property, Property after the Effective Date in the same manner done by Seller prior to the date hereof (provided, however, that without the prior consent ordinary course of Purchaser, which as to (i) and (ii) shall not be unreasonably delayed, conditioned or withheld, (i) Seller shall not enter into any Service Contract that cannot be terminated with thirty (30) days notice or materially modify any existing Service Contracts to be assumed by Purchaser at Closing, and (ii) after June 1, 1998, Seller shall not materially modify or terminate any existing Tenant Lease or grant any material consents under any existing Tenant Lease (except as otherwise required pursuant to the terms and conditions of such Tenant Lease), or enter into any new Tenant Lease, and (iii) Seller shall not apply any then unapplied Deposits (as reflected on the Rent Roll delivered by Seller to Purchaser pursuant to Schedule 5.3(vii) hereof) under Tenant Leases); business and (b) advise Purchaser maintain the Improvements in their condition as of the commencement Effective Date, ordinary wear and tear excluded, and (c) manage and market the lease up of any litigation, condemnation or other judicial or administrative proceedings affecting the Property of which Seller has current actual knowledge. Notwithstanding anything to the contrary set forth in this Contracta manner consistent with prudent business practices, Purchaser acknowledges that after June 1, 1998 and prior to Closing, Seller will enter into contracts for the completion of Tenant improvements under Tenant Leases entered into after June 1, 1998 pursuant to the terms of Section 12.1 hereof (collectively, the "Tenant Finish Contracts"). Purchaser and Seller agree that at Closing, Purchaser shall assume the obligations of Seller under all such Tenant Finish Contracts including, without limitation, maintaining the obligations same levels of staffing and personnel at the Property as currently maintained on the Property. Except as necessary in the Seller’s or Morrow’s sole discretion to pay address any costs life or safety issue at the Property, Seller and expenses charged Xxxxxx covenant that Property Owner will not make any material alterations to the Property or remove any of the Fixtures and Tangible Personal Property without the prior written consent of Purchaser which consent shall not be given or withheld in Purchaser’s sole discretion. Seller and Xxxxxx shall cause Property Owner to comply with or cure all notices of violation of present and hereafter issued all applicable 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. Xxxxxx and Seller shall cause Property Owner not to sell, further pledge, encumber or otherwise transfer or dispose of all or any part of any Property (except for such items of Fixtures and Tangible Personal Property as become obsolete or are disposed of in the ordinary course and only if replaced by an item of like quality and functionally unless same is no longer necessary for the operation of the Property). Xxxxxx and Seller shall cause Property Owner not to initiate, consent to, approve or otherwise take any action with respect to construction zoning or any other governmental rules or regulations presently applicable to all or any portion of improvements in the space Property. 16.3 Any new Property Contract entered into after the date hereof shall be subject to such Tenant Leases. At Closingthe covenants, Purchaser representations and warranties set forth in this Purchase Contract and applicable to Property Contracts. 16.4 Xxxxxx and Seller shall execute cause the Property Owner to maintain in full force and deliver effect property insurance on the Property, which insurance provides for casualty insurance covering the full replacement value of the Property. 16.5 On the Closing Date, all vacant units within the Property shall be in “rent ready condition,” except those units which were occupied and which became vacant within five (5) Business Days prior to the Closing Date. With respect to any such units becoming vacant within the five (5) Business Day period prior to the Closing Date that are not “rent-ready” on the Closing date, Seller an Assignmentshall provide Purchaser with a credit against the Purchase Price at Closing of Eight Hundred and 00/100 ($800.00) Dollars per unit. The term “rent-ready condition” shall mean: interior carpets have been cleaned or replaced as necessary, Assumption freshly painted interior walls, working kitchen appliances (and Indemnity Agreement in water heaters and HVAC to the form attached hereto as Exhibit H extent such items serve only the individual vacant unit(s)), and made a part hereof for all purposesno material damage to the doors, walls, ceilings, floors or windows inside such vacant units.

Operation of the Property. Between June 1(i) Borrower shall cause the Property to be maintained in a good and safe condition and repair in all material respects, 1998 and at all times keep the Closing DateProperty in good working order and repair (subject to ordinary wear and tear and casualty damage, Seller shall (a) leaseand, operate, manage and enter into contracts with respect to the PropertyBuilding B only, in the same manner done by Seller taking into account, prior to Substantial Completion, the date hereof (provided, however, that without construction of the prior consent of Purchaser, which as Required Improvements to (i) and (ii) shall not be unreasonably delayed, conditioned or withheld, (i) Seller shall not enter into any Service Contract that cannot be terminated the extent effectuated in accordance with thirty (30) days notice or materially modify any existing Service Contracts to be assumed by Purchaser at Closing, and (ii) after June 1, 1998, Seller shall not materially modify or terminate any existing Tenant Lease or grant any material consents under any existing Tenant Lease (except as otherwise required pursuant to the terms and conditions of such Tenant Lease), or enter into any new Tenant Lease, and (iii) Seller shall not apply any then unapplied Deposits (as reflected on the Rent Roll delivered by Seller to Purchaser pursuant to Schedule 5.3(vii) hereof) under Tenant Leases); and (b) advise Purchaser of the commencement of any litigation, condemnation or other judicial or administrative proceedings affecting the Property of which Seller has current actual knowledge. Notwithstanding anything to the contrary set forth in this Contract, Purchaser Agreement). Lender acknowledges that after June 1the Property is managed as of the Closing Date by Borrower and does not have professional management as otherwise required by this Section 5.1.2(f). Lender agrees, 1998 and prior to Closing, Seller will enter into contracts for the completion of Tenant improvements under Tenant Leases entered into after June 1, 1998 pursuant subject to the terms of Section 12.1 hereof 5.1.2(f)(ii), that Borrower may continue to manage the Property. (collectivelyii) Borrower will not engage a Manager, developer or leasing agent without Lender’s prior written consent, not to be unreasonable withheld, conditioned or delayed. If Lender reasonably determines that the "Tenant Finish Contracts"Property is not being managed in accordance with generally accepted management practices for properties similar to the Property, then Lender may, at its option, deliver written notice to Borrower, which written notice will specify the issues for Lender’s determination. If Lender determines that the issues specified in such written notice are not remedied to Lender’s reasonable satisfaction by Borrower (iii) If Borrower is required to engage a Qualified Manager in accordance with Section 5.1.2(f)(ii), then Borrower shall cause the Property to be operated, in all material respects, in accordance with the Management Agreement. Purchaser If the Management Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement in accordance with the terms and Seller agree that at Closingprovisions of this Agreement), Purchaser Borrower shall assume promptly enter into a Management Agreement in form and content reasonably acceptable to Lender with Manager approved by Lender. Borrower shall: (i) promptly perform and/or observe, in all material respects, all of the obligations covenants and agreements required to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of Seller any material default under all such Tenant Finish Contracts including, without limitation, the obligations to pay any costs and expenses charged with respect to construction Management Agreement of improvements in the space subject to such Tenant Leases. At Closing, Purchaser shall execute and which it is aware; (iii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under the Seller Management Agreement; and (IV) enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed by Manager under the Management Agreement, in a commercially reasonable manner. If (1) an AssignmentEvent of Default occurs or if Lender or any other Person takes possession of the Property or any portion thereof through foreclosure, Assumption conveyance in lieu of foreclosure or other similar transaction, (2) if Manager files or is the subject of a petition in bankruptcy or similar proceeding, or a trustee or receiver is appointed for Manager’s assets or Manager makes an assignment for the benefit of creditors or Manager is adjudicated insolvent, (3) a default occurs under the Management Agreement on the part of either Borrower or Manager, beyond any applicable grace and Indemnity cure periods, (4) a change of Control of Manager occurs, or (5) Manager shall commit gross negligence, fraud, illegal acts, or willful misconduct, Borrower shall, at the request of Lender, terminate the Management Agreement in the form attached hereto as Exhibit H and made replace Manager with a part hereof for all purposesManager reasonably approved by Lender.

Operation of the Property. Between June 1Until the earlier of Closing or termination of this Agreement, 1998 Seller agrees as follows: (a) Subject to Sections 8.1(b) and 8.1(c), without Buyer’s prior written approval, which may be withheld in Buyer’s sole and absolute discretion, Seller shall not directly or indirectly (i) sell, contribute, assign or create any right, title or interest whatsoever in or to the Property, (ii) cause or permit any mortgage, deed of trust, Lien, assessment, obligation, interest, encroachment or liability whatsoever to be placed of record against the Property (other than the Permitted Exceptions), or (iii) enter into any agreement to do any of the foregoing. (b) Without Buyer’s prior written approval, which may be withheld in Buyer’s reasonable discretion prior to the date which is five days prior to the end of the Inspection Period and in Buyer’s sole and absolute discretion thereafter, Seller shall not enter into any new (or extend, amend, renew or replace any existing) agreement, service contract, employment contract, permit or obligation affecting the Property or which would be binding upon Buyer upon and/or after its acquisition of the Property, or file for, pursue, accept or obtain any zoning, land use permit or other development approval or entitlement, or consent to the inclusion of the Property into any special district; provided, however, (i) prior to expiration of the Inspection Period, Seller may enter into service or similar contracts without Buyer’s approval if such contract is entered into in the ordinary course of Seller’s business and is terminable without penalty or premium on not more than 30 days’ notice from the owner of the Property and is disclosed promptly in writing to Buyer; and (ii) Seller may enter new Tenant Leases pursuant to Section 8.1(c). (c) Without Buyer’s prior written approval, which may be withheld in Buyer’s reasonable discretion prior to the date which is five days prior to the end of the Inspection Period and in Buyer’s sole and absolute discretion thereafter, Seller shall not (i) enter into any new lease (each, a “New Lease”) for any portion of the Property, (ii) terminate any existing Tenant Lease, or (iii) extend, amend, renew or replace any Tenant Lease or expand the space leased by a Tenant thereunder (each, a “Lease Renewal”). If Seller desires to enter into a New Lease or Lease Renewal after the Effective Date, it shall give written notice (the “New Lease Request”) to Buyer and include the following information and documents with such New Lease Request: (i) the name of the proposed or existing Tenant, (ii) identification of the portion of the Property that is the subject of the New Lease or Lease Renewal, (iii) a summary of the material terms of the New Lease or Lease Renewal, including base rent, reimbursement of operating expenses, security deposit, guaranties or other credit enhancement, concessions, proposed tenant improvements and tenant improvement allowance, term, renewal options, early termination rights, permitted uses, and exclusive rights, (iv) a copy of the proposed New Lease or Lease Renewal and all exhibits thereto, and (v) financial information regarding the proposed or existing Tenant. If Buyer fails to respond to any New Lease Request within 5 Business Days after receipt thereof, Buyer shall be deemed to have denied the request to enter into such New Lease or Lease Renewal. (d) Seller shall remove the Property from the market for sale, and not solicit, accept, entertain or enter into any negotiations or agreements with respect to the sale or disposition of any or all of the Property, or any interest therein, or sell, contribute or assign any interest in the Property. (e) Seller shall, except as otherwise provided in this Agreement, operate and maintain the Property in accordance with Seller’s past practice and all applicable Laws. Seller shall maintain all casualty and liability insurance in place as of the Effective Date with respect to the Property in amounts and with deductibles substantially the same as existing on the Effective Date. (f) Seller shall not remove any material item of Personal Property from the Real Property unless the same is obsolete and is replaced by tangible personal property of equal or greater utility and value. Should any material equipment, fixtures or services fail between the Effective Date and the Closing Date, Seller shall be responsible for the repair or replacement of such equipment, fixtures or services with a new unit of similar size and quality, or at Buyer’s option, Seller shall give Buyer an equivalent credit towards the Purchase Price at the Closing. (a) lease, operate, manage and enter into contracts with respect to the Property, in the same manner done by Seller prior to the date hereof (provided, however, that without the prior consent of Purchaser, which as to (i) and (ii) shall not be unreasonably delayed, conditioned or withheld, (ig) Seller shall not enter into accept any Service Contract rent from any Tenant (or any new tenant under any new lease permitted pursuant to the terms hereof) for more than 1 month in advance of the payment date. Other than actions against a Tenant that cando not be terminated with thirty (30) days notice or materially modify any existing Service Contracts to be assumed by Purchaser at Closing, and (ii) after June 1, 1998seek eviction, Seller shall not materially modify commence or terminate allow to be commenced on its behalf any existing Tenant Lease action, suit or grant any material consents under any existing Tenant Lease (except as otherwise required pursuant to the terms and conditions of such Tenant Lease), or enter into any new Tenant Lease, and (iii) Seller shall not apply any then unapplied Deposits (as reflected on the Rent Roll delivered by Seller to Purchaser pursuant to Schedule 5.3(vii) hereof) under Tenant Leases); and (b) advise Purchaser of the commencement of any litigation, condemnation or other judicial or administrative proceedings affecting the Property of which Seller has current actual knowledge. Notwithstanding anything to the contrary set forth in this Contract, Purchaser acknowledges that after June 1, 1998 and prior to Closing, Seller will enter into contracts for the completion of Tenant improvements under Tenant Leases entered into after June 1, 1998 pursuant to the terms of Section 12.1 hereof (collectively, the "Tenant Finish Contracts"). Purchaser and Seller agree that at Closing, Purchaser shall assume the obligations of Seller under all such Tenant Finish Contracts including, without limitation, the obligations to pay any costs and expenses charged proceeding with respect to construction all or any portion of improvements in the space subject to such Tenant Leases. At Closing, Purchaser shall execute and deliver to Property without the Seller an Assignment, Assumption and Indemnity Agreement in the form attached hereto as Exhibit H and made a part hereof for all purposesprior written consent of Buyer.