Common use of Operation of the Property Clause in Contracts

Operation of the Property. Regarding the operation, 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; (b) Seller agrees that it will not enter into any new lease or contract with respect to any portion of the Property, or terminate or amend any Lease or Contract except (i) with the prior written consent of Buyer (not to be unreasonably withheld or delayed) or (ii) to the extent same is in the ordinary course of business and is 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 to be unable to satisfy or perform any of the material conditions precedent to the obligations of Buyer hereunder; provided, however, that this provision shall not apply to any Partnership Vote Meeting or any matters arising therefrom; (d) Seller shall at all times (i) promptly deliver to Buyer copies of any written notices received by Seller from any person, firm, corporation, or governmental agency alleging any default on the part of Seller under any contract or agreement relating to the Property, 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 herein contained or adversely affect the ability of Seller to satisfy any condition precedent to the obligations of Buyer hereunder, and (ii) promptly advise Buyer in writing of any material change in Seller's representations and warranties made in Section 10.2 above; (e) Seller will not consent to, authorize, or approve any change in zoning or similar land use classification for the Land or any part thereof; and (f) Seller shall use commercially reasonable efforts to keep its existing policies of insurance, or substantially equivalent policies of insurance, in full force and effect.

Operation of the Property. Regarding Until the operation, maintenance, and repair earlier of the Property between Closing or the Effective Date and the Closing Date (or earlier termination of this Agreement):, Seller undertakes and agrees as follows: (ai) Seller shall operate pay (or cause to be paid) prior to delinquency, all mortgages, real property and personal property taxes, assessments and other levies which become due and payable with respect to the Property. (ii) Seller shall not voluntarily (i) sell, contribute, assign or create any right, title or interest whatsoever in or to the Property, except as otherwise permitted herein, or (ii) cause any mortgage or deed of trust to be placed of record against the Property. (iii) Without Buyer's prior written approval, which may be withheld in Buyer's sole and absolute discretion, 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 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) Seller may enter into service or similar contracts without Buyer's approval if such contract is entered into in the ordinary course of business, but Seller's business and is terminable without penalty or premium 4815-0899-8962.7 22484/0204 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 Leases pursuant to Section 4(c)(iv). (iv) 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 of the Effective Date. (v) Seller shall not be required to make remove any capital improvements to material item of Personal Property from the Property; Property unless the same is obsolete and is replaced by tangible personal property of equal or greater utility and value. (bvi) Seller agrees that it will shall not enter into commence or allow to be commenced on its behalf any new lease action, suit or contract proceeding with respect to all or any portion of the Property, or terminate or amend any Lease or Contract except (i) with Property without the prior written consent of Buyer Buyer. (not to be unreasonably withheld or delayed) or (ii) to the extent same is in the ordinary course of business and is terminable upon thirty (30) calendar days notice without penalty; (cvii) Seller shall not take maintain the Property in its present condition, ordinary wear and tear and casualty excepted. Until the earlier of Closing or the termination of this Agreement, Seller agrees to notify Buyer in writing promptly upon learning or receiving notice, whichever first occurs, of: (i) Seller's material breach of any actionof its representations, warranties or covenants in this Agreement, or suffer any action to be taken in its name fact or on its behalf, the effect of event which would cause make (i) any of the representations or warranties of Seller herein contained to be in this Agreement untrue or incorrect misleading in any material respect on and as of the Closing Date, or which would have the effect of causing Seller to be unable to satisfy (ii) any covenant or perform any of the material conditions precedent to the obligations of Buyer hereunder; provided, however, that this provision shall not apply to any Partnership Vote Meeting or any matters arising therefrom; (d) Seller shall at all times (i) promptly deliver to Buyer copies of any written notices received by Seller from any person, firm, corporation, or governmental agency alleging any default on the part agreement of Seller under any contract this Agreement incapable or agreement relating to the Propertysubstantially less likely of being performed; (ii) Any damage or destruction (excluding normal wear and tear), or any part thereof, taking by condemnation or eminent domain (or any violation threat thereof), 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 herein contained or adversely affect the ability of Seller to satisfy any condition precedent to the obligations of Buyer hereunder, and (ii) promptly advise Buyer in writing of any material change in Seller's representations and warranties made in Section 10.2 above; (e) Seller will not consent to, authorize, or approve any change in zoning or similar land use classification for the Land Property or any part thereof; and and (fiii) Seller shall use commercially reasonable efforts to keep its existing policies Any written notice of insurance, or substantially equivalent policies of insurance, in full force and effectviolation from any governmental authority.

Operation of the Property. Regarding the operation, maintenance, and repair of the Property between From the Effective Date and until the Closing Date (or earlier termination of this Agreement):Closing: (a) the Seller shall (and shall cause the Company to) operate the Property Real Property, the Lady Lynsey and the other Assets in the ordinary course of businesssame manner in which the Company operated the Real Property, but the Lady Lynsey and the other Assets before the Effective Date, so as to keep the Real Property, the Lady Lynsey and other Assets in substantially the same condition that they were in on the Effective Date, reasonable wear and tear, casualty and condemnation excepted; (b) the Seller shall not be (and shall cause the Company to not) cause or permit the sale, conveyance, assignment or other transfer of the Real Property or any portion thereof, except for (i) Contracts made in the Ordinary Course of Business, (ii) compliance with obligations of the Company under Contracts or under Applicable Laws, and (iii) any such action expressly permitted or required under any other provision of this Agreement; (c) the Seller shall (and shall cause the Company to) pay all premiums on Insurance Policies and maintain the same in full force and effect unless such Insurance Policy is replaced, without any lapse of coverage, by another policy or policies providing coverage at least as extensive as the policy or policies being replaced; (d) the Seller shall not (and shall cause the Company to make not) modify or release any capital improvements warranties or guaranties held by Seller or the Company with respect to the Real Property; . The Seller shall not (and shall cause the Company to not) enter into or otherwise negotiate any new collective bargaining agreement with any existing or prospective collective bargaining unit, except as required by Applicable Laws or as would be permitted pursuant to and in accordance with the Management Agreement if the same were then in effect; (e) the Seller shall not (and shall cause the Company to not) cause or permit any reductions of FAS or Inventories levels below customary, seasonally adjusted levels; (f) the Seller shall not (and shall cause the Company to not) enter into, modify or amend any Material Contract unless (a) any such agreement or modification will not bind Purchaser or the Company after the Closing Date or (b) the Seller agrees that it will has obtained Purchaser’s prior written consent to such agreement, modification or amendment, which consent shall not enter into any new lease be unreasonably withheld, conditioned or contract with respect to any portion delayed. Purchaser shall have a period of ten (10) days after receipt of the PropertySeller’s request to enter into, or terminate modify or amend any Lease Material Contract to approve or Contract except disapprove in writing of the Seller’s request, and if Purchaser fails to approve or disapprove of the Seller’s request within such ten (i10) with day period, such request shall be deemed approved by Purchaser; and (g) the prior written consent of Buyer (not to be unreasonably withheld or delayed) or (ii) to the extent same is in the ordinary course of business and is 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 to be unable to satisfy or perform any of the material conditions precedent to the obligations of Buyer hereunder; provided, however, that this provision shall not apply to any Partnership Vote Meeting or any matters arising therefrom; (d) Seller shall at all times (i) promptly deliver to Buyer copies provide Purchaser with a copy of any written notices notice received by Seller from Manager or the Company from any person, firm, corporation, or governmental agency alleging Governmental Authority of a proceeding to create any default on new assessment district that would include the part of Seller under any contract or agreement relating to the Property, Real Property 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 herein contained or adversely affect the ability of Seller to satisfy any condition precedent to the obligations of Buyer hereunder, and (ii) promptly advise Buyer in writing of any material change in Seller's representations and warranties made in Section 10.2 above; (e) Seller will not consent to, authorize, or approve any change in zoning or similar land use classification for the Land or any part thereof; and (f) Seller shall use commercially reasonable efforts to keep its existing policies of insurance, or substantially equivalent policies of insurance, in full force and effect.

Operation of the Property. Regarding Until the operationearlier of Closing or termination of this Agreement, maintenanceSeller 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 repair absolute discretion, Seller shall not directly or indirectly sell, contribute, assign or create any right, title or interest whatsoever in or to the Property during the term of this Agreement. This Section shall not prevent Seller from encumbering the Property with a lien or mortgage that will be removed at Closing without the approval of Buyer. (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 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 may continue to market for sale, and 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, so long as all such negotiations are expressly subject to the terms and conditions of this Agreement. (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 (Date, Seller shall be responsible for the repair or earlier termination replacement of this Agreement):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. (ag) Seller shall operate not accept any rent from any Tenant (or any new tenant under any new lease permitted pursuant to the Property terms hereof) for more than 1 month in advance of the ordinary course of businesspayment date. Other than actions against a Tenant that do not seek eviction, but Seller shall not commence or allow to be required to make commenced on its behalf any capital improvements to the Property; (b) Seller agrees that it will not enter into any new lease action, suit or contract proceeding with respect to all or any portion of the Property, or terminate or amend any Lease or Contract except (i) with Property without the prior written consent of Buyer (not to be unreasonably withheld or delayed) or (ii) to the extent same is in the ordinary course of business and is 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 to be unable to satisfy or perform any of the material conditions precedent to the obligations of Buyer hereunder; provided, however, that this provision shall not apply to any Partnership Vote Meeting or any matters arising therefrom; (d) Seller shall at all times (i) promptly deliver to Buyer copies of any written notices received by Seller from any person, firm, corporation, or governmental agency alleging any default on the part of Seller under any contract or agreement relating to the Property, 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 herein contained or adversely affect the ability of Seller to satisfy any condition precedent to the obligations of Buyer hereunder, and (ii) promptly advise Buyer in writing of any material change in Seller's representations and warranties made in Section 10.2 above; (e) Seller will not consent to, authorize, or approve any change in zoning or similar land use classification for the Land or any part thereof; and (f) Seller shall use commercially reasonable efforts to keep its existing policies of insurance, or substantially equivalent policies of insurance, in full force and effectBuyer.

Operation of the Property. Regarding Until the operationearlier of Closing or termination of this Agreement, maintenanceSeller 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 repair absolute discretion, no Seller Party shall 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, no Seller Party shall 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 sole and absolute discretion, no Seller Party shall (i) enter into any new lease (each, a “New Lease”) for any portion of the Property, (ii) terminate the Tenant Lease, or (iii) extend, amend, renew or replace the Tenant Lease, expand the space leased by a Tenant thereunder or grant any voluntary consent under the Tenant Lease (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. Notwithstanding the foregoing, Buyer acknowledges that Seller is currently negotiating the First Amendment and that, prior to the Closing Date, Seller shall be permitted to enter into the First Amendment substantially in the form attached hereto as Exhibit D and containing either the Option A Terms or the Option B Terms and otherwise in a form acceptable to Buyer in Buyer’s sole and absolute discretion. From and after the Effective Date, Seller shall keep Buyer reasonably informed as to the progress of such negotiations and shall supply Buyer with copies of any drafts of the First Amendment as and when exchanged, for Buyer’s review and approval. Buyer shall promptly review and provide to Seller, with reasonably detailed specificity, any objections and comments to any drafts of the First Amendment submitted to it by Seller and shall otherwise reasonably cooperate with Seller in connection with the review and approval of the First Amendment. Seller shall incorporate such Buyer’s comments prior to submitting any drafts of the First Amendment to Tenant. In the event Seller and Tenant have agreed upon the final form of the First Amendment, Seller shall submit the same to Buyer for approval, which approval may be withheld in Buyer’s sole and absolute discretion; provided, however, Buyer acknowledges that it has previously approved the form of the First Amendment attached hereto as Exhibit D and the Option A Terms or the Option B Terms. If Buyer fails to respond to any draft of the First Amendment (including the final draft) within 5 Business Days after receipt thereof, Buyer shall be deemed to have approved such draft. Upon Buyer’s approval of the First Amendment, the parties hereto shall acknowledge in writing the final form of the First Amendment. Seller shall deliver to Buyer a copy of the executed First Amendment promptly following execution and delivery thereof. Prior to Closing, Seller shall fully and finally (x) pay all First Amendment Costs and (y) complete, and pay for, all First Amendment TI. The parties acknowledge that the First Amendment may be executed simultaneously with or just prior to the Closing. (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 and/or cause Personality and Handcraft to 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) No Seller Party shall 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 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. (g) No Seller Party shall accept any rent from any Tenant (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; (b) Seller agrees that it will not enter into 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 do not seek eviction, No Seller Party shall commence or contract allow to be commenced on its behalf any action, suit or proceeding with respect to all or any portion of the Property, or terminate or amend any Lease or Contract except (i) with Property without the prior written consent of Buyer (not to be unreasonably withheld or delayed) or (ii) to Buyer. The provisions of this Section 8.1 shall survive the extent same is in the ordinary course of business and is 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 to be unable to satisfy or perform any of the material conditions precedent to the obligations of Buyer hereunder; provided, however, that this provision shall not apply to any Partnership Vote Meeting or any matters arising therefrom; (d) Seller shall at all times (i) promptly deliver to Buyer copies of any written notices received by Seller from any person, firm, corporation, or governmental agency alleging any default on the part of Seller under any contract or agreement relating to the Property, 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 herein contained or adversely affect the ability of Seller to satisfy any condition precedent to the obligations of Buyer hereunder, and (ii) promptly advise Buyer in writing of any material change in Seller's representations and warranties made in Section 10.2 above; (e) Seller will not consent to, authorize, or approve any change in zoning or similar land use classification for the Land or any part thereof; and (f) Seller shall use commercially reasonable efforts to keep its existing policies of insurance, or substantially equivalent policies of insurance, in full force and effectClosing.

Operation of the Property. Regarding the operation, maintenance, and repair of the Property between (a) Following the Effective Date and until the Closing Date (or earlier termination of this Agreement): (a) Date, Seller shall operate continue to operate, maintain and repair the Property in the ordinary course of businessbusiness and consistent with the Seller’s operation, but 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 capital improvements to the Property; Lease, provided that Seller shall notify Buyer of such work as soon as practicable). (b) Seller agrees that it will 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 enter into make any new lease commitment or contract incur any liability to any labor union, through negotiations or otherwise with respect to any portion of the Property; and (iii) maintain in full force and effect the Seller’s current insurance for the Property, in substantially the same form as currently maintained. (c) Following the Effective Date, Seller shall not, directly or terminate indirectly (i.e., through any representative, agent or amend otherwise), solicit or entertain offers from any Lease or Contract except person other than Buyer, related to the acquisition of the Property until the earlier to occur of the following: (i) with the prior written consent of date Buyer (not to be unreasonably withheld or delayed) terminates this Agreement, or (ii) to the extent same is in the ordinary course of business date Buyer defaults under its obligations hereunder and is 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 to be unable to satisfy or perform any of the material conditions precedent to the obligations of Buyer hereunder; provided, however, that terminates this provision shall not apply to any Partnership Vote Meeting or any matters arising therefrom; Agreement. (d) Promptly after receipt, Seller shall at all times (i) promptly deliver to provide Buyer with true and complete copies of any written notices that Seller receives from any governmental authority with respect to (i) any special assessments or proposed increases in the valuation of the Property; (ii) any condemnation or eminent domain proceedings affecting the Property or any portion thereof; or (iii) any material violation of any environmental law or any zoning, health, fire, safety or other law, regulation or code applicable to the Property. In addition, Seller shall deliver or cause to be delivered to Buyer, promptly upon the giving or receipt thereof by Seller, true and complete copies of any written notices of default or potential default given or received by Seller from any person, firm, corporation, or governmental agency alleging any default on the part of Seller under any contract of the Leases or agreement relating to the Property, Permits 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 herein contained or adversely affect the ability of Seller to satisfy any condition precedent to the obligations of Buyer hereunder, and (ii) promptly advise Buyer in writing of any material change in Seller's representations and warranties made in Section 10.2 above; Contracts. (e) Seller will not consent toadvise Buyer promptly of any suit, authorizeaction, arbitration, or approve 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 change in zoning or such matters (such as slip and fall and similar land use classification for the Land or any part thereof; and (fclaims) Seller shall use commercially reasonable efforts to keep its existing policies of that are covered by Seller’s insurance, or substantially equivalent policies of insurance, in full force and effect.

Operation of the Property. Regarding Until the operationearlier of Closing or termination of this Agreement, maintenanceSeller 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 repair 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 sole and absolute discretion, 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 (if applicable), 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. In addition to the foregoing, Seller acknowledges and agrees that Buyer shall have the right to discuss Lease Renewals with existing Tenants and to negotiate New Leases directly; provided that such agreements shall be subject to Buyer’s acquisition of the Property as provided herein, and provided further that in no event will Seller be required to incur or assume any obligations or liabilities in connection therewith. (d) 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. (e) 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 (Date, Seller shall be responsible for the repair or earlier termination replacement of this Agreement):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. (af) Seller shall operate not accept any rent from any Tenant (or any new tenant under any new lease permitted pursuant to the Property terms hereof) for more than 1 month in advance of the ordinary course of businesspayment date. Other than actions against a Tenant that do not seek eviction, but Seller shall not commence or allow to be required commenced on its behalf any action, suit or proceeding with respect to make all or any capital improvements to portion of the Property; Property without the prior written consent of Buyer, which shall not be unreasonably withheld as long as same will not have a material impact following the Closing. (bg) Seller agrees that it will shall remove the Property from the market for sale, and not solicit, accept, entertain or enter into any new lease negotiations or contract agreements with respect to the sale or disposition of any portion or all of the Property, or terminate any interest therein, or amend sell, contribute or assign any Lease or Contract except (i) with the prior written consent of Buyer (not to be unreasonably withheld or delayed) or (ii) to the extent same is interest in the ordinary course of business and is 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 to be unable to satisfy or perform any of the material conditions precedent to the obligations of Buyer hereunder; provided, however, that this provision shall not apply to any Partnership Vote Meeting or any matters arising therefrom; (d) Seller shall at all times (i) promptly deliver to Buyer copies of any written notices received by Seller from any person, firm, corporation, or governmental agency alleging any default on the part of Seller under any contract or agreement relating to the Property, 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 herein contained or adversely affect the ability of Seller to satisfy any condition precedent to the obligations of Buyer hereunder, and (ii) promptly advise Buyer in writing of any material change in Seller's representations and warranties made in Section 10.2 above; (e) Seller will not consent to, authorize, or approve any change in zoning or similar land use classification for the Land or any part thereof; and (f) Seller shall use commercially reasonable efforts to keep its existing policies of insurance, or substantially equivalent policies of insurance, in full force and effect.

Operation of the Property. Regarding Until the operationearlier of Closing or termination of this Agreement, maintenanceSeller 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 repair 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 sole and absolute discretion, 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, 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. (c) Without Buyer’s prior written approval, which may be withheld in Buyer’s sole and absolute discretion, Seller shall not (i) enter into any new lease for any portion of the Property, (ii) terminate the Tenant Lease, or (iii) extend, amend, renew or replace the Tenant Lease. (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 the Tenant Lease 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 (Date, Seller shall be responsible for the repair or earlier termination replacement of this Agreement):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. (ag) Seller shall operate not accept any rent from Tenant (or any new tenant under any new lease permitted pursuant to the Property terms hereof) for more than 1 month in advance of the ordinary course of businesspayment date. Other than actions against Tenant that does not seek eviction, but Seller shall not commence or allow to be required to make commenced on its behalf any capital improvements to the Property; (b) Seller agrees that it will not enter into any new lease action, suit or contract proceeding with respect to all or any portion of the Property, or terminate or amend any Lease or Contract except (i) with Property without the prior written consent of Buyer (not to be unreasonably withheld or delayed) or (ii) to the extent same is in the ordinary course of business and is 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 to be unable to satisfy or perform any of the material conditions precedent to the obligations of Buyer hereunder; provided, however, that this provision shall not apply to any Partnership Vote Meeting or any matters arising therefrom; (d) Seller shall at all times (i) promptly deliver to Buyer copies of any written notices received by Seller from any person, firm, corporation, or governmental agency alleging any default on the part of Seller under any contract or agreement relating to the Property, 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 herein contained or adversely affect the ability of Seller to satisfy any condition precedent to the obligations of Buyer hereunder, and (ii) promptly advise Buyer in writing of any material change in Seller's representations and warranties made in Section 10.2 above; (e) Seller will not consent to, authorize, or approve any change in zoning or similar land use classification for the Land or any part thereof; and (f) Seller shall use commercially reasonable efforts to keep its existing policies of insurance, or substantially equivalent policies of insurance, in full force and effectBuyer.

Operation of the Property. Regarding Until the operation, maintenance, and repair earlier of the Property between Closing or the Effective Date and the Closing Date (or earlier termination of this Agreement):, Seller undertakes and agrees (and shall cause each Facility Owner to comply with) the following: (a) Seller shall operate perform, or cause to be performed, its obligations relating to the Assets (including under the Existing Leases), including to pay (or cause to be paid) prior to delinquency, all amounts due with respect to the Existing Loans. (b) Subject to Sections 16(c) and 16(d), without Purchaser’s prior written approval, which may be withheld in Purchaser’s sole and absolute discretion, Seller shall not directly or indirectly (i) sell, assign, transfer or otherwise dispose of all or any portion of the Assets, except for Personal Property replaced in the ordinary course of business, but or (ii) cause or permit any mortgage, deed of trust, Lien, assessment, obligation, interest, encroachment or liability to be placed of record against the Property (other than the Permitted Exceptions). (c) Without Purchaser’s prior written approval, which approval will not be unreasonably withheld, conditioned or delayed, Seller shall not be required to make (and shall not cause or permit any capital improvements to the Property; (bFacility Owner to) Seller agrees that it will not enter into any new lease (or contract with respect to extend, terminate, amend, renew or replace any) agreement, service contract, employment contract, permit or obligation affecting the Facilities or the other Property or which would be binding upon Purchaser or the Facilities (or any portion other Property) upon or after the consummation of the Propertytransactions contemplated by this Agreement, or terminate file for, pursue, accept or amend obtain any Lease zoning, land use permit or Contract except other development approval or entitlement, or consent to the inclusion of the Property into any special district; provided, however, Seller may enter into service or similar contracts without Purchaser’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 thirty (i30) with days’ notice from the owner of the Property and is disclosed promptly in writing to Purchaser. (d) Subject to the rights of Existing Tenant under the Existing Leases, Seller shall not, without the prior written consent of Buyer Purchaser, dispose of the Assets or any portion thereof or enter into any lease or modify any of the Existing Leases except as set forth in the Existing Lease Termination Documents. (e) Until the expiration or sooner termination of this Agreement, Seller shall remove the Assets (including all of the Facilities) from the market for sale, and not to be unreasonably withheld solicit, accept, entertain or delayed) enter into any negotiations or (ii) agreements with respect to the extent same is in sale or disposition of any or all of the ordinary course Assets, or any interest therein, or sell, assign, transfer or otherwise dispose of business and is terminable upon thirty the Assets or any portion thereof or interest therein. (30f) calendar days notice without penalty; [Intentionally Deleted] (cg) Seller shall not take direct or cause Existing Tenant to terminate insurance in place as of the Effective Date with respect to the Facilities and the other Property. (h) Seller shall not direct or cause Existing Tenant to remove any material item of Personal Property from the Real Property except as permitted under the Existing Lease. (i) [Intentionally Deleted] (j) Seller shall not accept any rent from Existing Tenant for more than one (1) month in advance of the payment date. (k) Subject to the rights of Existing Tenant, Seller shall not commence or allow to be commenced on its behalf any action, suit or suffer proceeding with respect to all or any action portion of the Assets without the prior written consent of Purchaser, which (i) prior to the expiration of the Inspection Period, shall not be taken unreasonably withheld, and (ii) after the expiration of the Inspection Period, may be withheld in its name Purchaser’s sole discretion. (l) Subject to the rights of Existing Tenant, Seller and Facility Owner shall not (with respect any Facility Owner or on its behalfany Facility), without the effect prior written consent of Purchaser, which (i) prior to the expiration of the Inspection Period, shall not be unreasonably withheld, and (ii) after the expiration of the Inspection Period, may be withheld in Purchaser’s sole discretion: (A) make any acquisitions or dispositions; (B) settle litigation; or (C) allow intellectual property protections to lapse. (m) Until the earlier of Closing or the termination of this Agreement, Seller shall notify Purchaser in writing promptly upon learning or receiving notice, whichever first occurs, of: (i) Any event, transaction or occurrence prior to Closing which would cause or could materially and adversely affect any Facility Owner or any portion of the Property or the ownership, use, operation, repair or maintenance of any portion of the Property unless resulting from a failure of Existing Tenant to perform its obligations under the Existing Lease; and (ii) Seller’s breach of any of its representations, warranties or covenants in this Agreement, or any fact or event which would make (A) any of the representations or warranties of Seller herein contained to be in this Agreement untrue or incorrect misleading in any material respect on or (B) any covenant or agreement of Seller under this Agreement incapable of being performed. At any time prior to Closing and as after the occurrence of the Closing Date, or which would have the effect of causing Seller to be unable to satisfy or perform any of the material conditions precedent events described in this Section 16 or receipt by Purchaser of notice from Seller that any of the events described in this Section 16 have occurred and ten (10) days has elapsed from the date such events first occurred without Seller effecting a cure, Purchaser shall have the option to terminate this Agreement, in which case Escrow Agent shall return the Deposit to Purchaser, Seller shall pay one-half of all cancellation charges, if any, of Escrow Agent and Title Company, and the Parties shall have no further obligations or liabilities under this Agreement (other than the Surviving Obligations). Further, to the obligations extent Seller breaches any of Buyer hereunder; providedthe covenants in this Section 16, howeverand that breach will materially adversely affect any Facility Owner or the ownership, that this provision shall not apply to any Partnership Vote Meeting use, operation, repair or any matters arising therefrom; (d) Seller shall at all times (i) promptly deliver to Buyer copies maintenance of any written notices received by Seller from any person, firm, corporation, or governmental agency alleging any default on the part of Seller under any contract or agreement relating to the Property, or any part thereofPurchaser shall be entitled to all of the rights and remedies set forth in Section 18, or any violation it being expressly understood that Seller’s obligation to provide information to Purchaser under this Section 16 will not relieve Seller of any applicable law or ordinance with respect thereto which, if the facts alleged therein were true, would constitute liability for a breach by Seller of any representation of its representations, warranties, covenants or warranty of Seller herein contained or adversely affect the ability of Seller to satisfy any condition precedent to the obligations of Buyer hereunder, and (ii) promptly advise Buyer in writing of any material change in Seller's representations and warranties made in Section 10.2 above; (e) Seller will not consent to, authorize, or approve any change in zoning or similar land use classification for the Land or any part thereof; and (f) Seller shall use commercially reasonable efforts to keep its existing policies of insurance, or substantially equivalent policies of insurance, in full force and effectagreements under this Agreement.

Operation of the Property. Regarding (a) From the operation, maintenance, and repair date of this Agreement until the earlier of the Property between date of expiration of the Effective Date and the Closing Date (General Contingency Period or earlier termination of this Agreement): : (aA) Seller shall operate manage the Property in the ordinary course a manner consistent with Seller’s prior management of business, but Seller shall not be required to make any capital improvements to the Property; (bB) Seller agrees that it will shall not enter into make any new lease material alterations or contract with respect changes to any portion of the Property, or terminate or amend any Lease or Contract except (i) with the prior written consent of Buyer (not to be unreasonably withheld or delayed) or (ii) to the extent same is in the ordinary course of business and is terminable upon thirty (30) calendar days following written notice without penaltyto Buyer; (cC) Seller shall not take enter into any action, new agreements or suffer any action contracts affecting the Property except following written notice 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 to be unable to satisfy or perform any of the material conditions precedent to the obligations of Buyer hereunder; provided, however, that this provision shall not apply to any Partnership Vote Meeting or any matters arising therefromBuyer; (dD) Seller shall at continue to perform all times of its material obligations under the Contracts; (iE) promptly deliver Seller shall not amend, terminate or otherwise modify the Contracts, except in the ordinary course of business and following written notice to Buyer copies of any written notices received by Buyer; and (F) Seller from any personshall not sell, firmtransfer, corporationconvey or encumber, or governmental agency alleging cause or permit to be sold, transferred, conveyed or encumbered, the Property or any default on part thereof or interest therein. (b) From the part date of expiration of the General Contingency Period until the earlier of the Close of Escrow or termination of this Agreement: (A) Seller under shall manage the Property in a manner consistent with Seller’s prior management of the Property; (B) Seller shall not make any contract material alterations or agreement relating changes to the Property; (C) Seller shall not enter into any new agreements or contracts affecting the Property without the written consent of Buyer first obtained; (D) Seller shall continue to perform all of its material obligations under the Contracts; (E) Seller shall not amend, terminate or otherwise modify the Contracts without the written consent of Buyer first obtained; and (F) Seller shall not sell, transfer, convey or encumber, or cause or permit to be sold, transferred, conveyed or encumbered, the Property or any part thereof, 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 herein contained or adversely affect the ability of Seller to satisfy any condition precedent to the obligations of Buyer hereunder, and (ii) promptly advise Buyer in writing of any material change in Seller's representations and warranties made in Section 10.2 above; (e) Seller will not consent to, authorize, or approve any change in zoning or similar land use classification for the Land or any part thereof; and (f) Seller shall use commercially reasonable efforts to keep its existing policies of insurance, or substantially equivalent policies of insurance, in full force and effectinterest therein.

Operation of the Property. Regarding Until the operationearlier of the Closing or termination of this Agreement, maintenanceSeller 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 repair 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, or (ii) cause or permit any mortgage, deed to secure debt, or Lien to be placed of record against the Property or cause or fail to take reasonable action within Seller’s control to prevent any 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 sole and absolute discretion, Seller shall not enter into any new (or extend, amend, renew or replace any existing) agreement, service contract, employment contract, permit or obligation 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, 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 sole and absolute discretion, 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 (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 approved 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 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 equipment, fixtures or services fail between the Effective Date and the Closing Date (Date, Seller shall be responsible for the reasonable repair or earlier termination replacement of this Agreement):such equipment, fixtures or services, unless a Tenant is required to repair or replace the same in accordance with an applicable Lease. (ag) Seller shall operate not accept any rent from any Tenant (or any new tenant under any new lease permitted pursuant to the Property terms hereof) for more than 1 month in advance of the ordinary course of businesspayment date. Other than actions against a Tenant that do not seek eviction, but Seller shall not commence or allow to be required to make commenced on its behalf any capital improvements to the Property; (b) Seller agrees that it will not enter into any new lease action, suit or contract proceeding with respect to all or any portion of the Property, or terminate or amend any Lease or Contract except (i) with Property without the prior written consent of Buyer (not to be unreasonably withheld or delayed) or (ii) to the extent same is in the ordinary course of business and is 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 to be unable to satisfy or perform any of the material conditions precedent to the obligations of Buyer hereunder; provided, however, that this provision shall not apply to any Partnership Vote Meeting or any matters arising therefrom; (d) Seller shall at all times (i) promptly deliver to Buyer copies of any written notices received by Seller from any person, firm, corporation, or governmental agency alleging any default on the part of Seller under any contract or agreement relating to the Property, 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 herein contained or adversely affect the ability of Seller to satisfy any condition precedent to the obligations of Buyer hereunder, and (ii) promptly advise Buyer in writing of any material change in Seller's representations and warranties made in Section 10.2 above; (e) Seller will not consent to, authorize, or approve any change in zoning or similar land use classification for the Land or any part thereof; and (f) Seller shall use commercially reasonable efforts to keep its existing policies of insurance, or substantially equivalent policies of insurance, in full force and effectBuyer.