Common use of Operation of the Property Clause in Contracts

Operation of the Property. Until the earlier of the Closing or the termination of this Agreement, Seller undertakes and agrees (and shall cause each Facility Owner to comply with) the following: (a) Seller shall 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, 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 (and shall not cause or permit any Facility Owner to) enter into any new (or 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 other Property) upon or after the consummation of the transactions contemplated by this Agreement, 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 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 (30) 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 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 solicit, accept, entertain or enter into any negotiations or agreements with respect to the sale or disposition of any or all of the Assets, or any interest therein, or sell, assign, transfer or otherwise dispose of the Assets or any portion thereof or interest therein. (f) [Intentionally Deleted] (g) Seller shall not 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 proceeding with respect to all or any portion of the Assets without the 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. (l) Subject to the rights of Existing Tenant, Seller and Facility Owner shall not (with respect any Facility Owner or any Facility), without the 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 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 contained in this Agreement untrue or misleading in any material respect or (B) any covenant or agreement of Seller under this Agreement incapable of being performed. At any time prior to Closing and after the occurrence of any of the 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 extent Seller breaches any of the covenants in this Section 16, and that breach will materially adversely affect any Facility Owner or the ownership, use, operation, repair or maintenance of any part of the Property, Purchaser shall be entitled to all of the rights and remedies set forth in Section 18, it being expressly understood that Seller’s obligation to provide information to Purchaser under this Section 16 will not relieve Seller of any liability for a breach by Seller of any of its representations, warranties, covenants or agreements under this Agreement.

Operation of the Property. Until the earlier of the Closing or the termination of this Agreement, Seller undertakes and agrees (and shall cause each Facility Owner to comply with) the followingas follows: (a) Seller shall 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(c8.1(b) and 16(d8.1(c), without PurchaserBuyer’s prior written approval, which may be withheld in PurchaserBuyer’s sole and absolute discretion, Seller shall not directly or indirectly (i) sell, assigncontribute, transfer assign or otherwise dispose of all create any right, title or any portion of the Assets, except for Personal Property replaced interest whatsoever in the ordinary course of business, 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 during the Permitted Exceptions)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. (cb) Without PurchaserBuyer’s prior written approval, which approval will not may be unreasonably withheld, conditioned or delayedwithheld 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 (and shall not cause or permit any Facility Owner to) enter into any new (or extend, terminate, amend, renew or replace anyany existing) 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 other Property) Buyer upon or after the consummation its acquisition of the transactions contemplated by this AgreementProperty, 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 PurchaserBuyer’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 (30) days’ 30 days notice from the owner of the Property and is disclosed promptly in writing to PurchaserBuyer; 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) Subject Seller may continue to the rights of Existing Tenant under the Existing Leases, Seller shall not, without the prior written consent of 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 solicit, accept, entertain or enter into any negotiations or agreements with respect to the sale or disposition of any or all of the AssetsProperty, or any interest therein, or sell, assign, transfer or otherwise dispose so long as all such negotiations are expressly subject to the terms and conditions of the Assets or any portion thereof or interest thereinthis Agreement. (f) [Intentionally Deleted] (ge) 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 not direct or cause Existing Tenant to terminate maintain all casualty and liability insurance in place as of the Effective Date with respect to the Facilities Property in amounts and with deductibles substantially the other Propertysame as existing on the Effective Date. (hf) Seller shall not direct or cause Existing Tenant to remove any material item of Personal Property from the Real Property except as permitted under unless the Existing Leasesame 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. (i) [Intentionally Deleted] (jg) Seller shall not accept any rent from Existing any Tenant (or any new tenant under any new lease permitted pursuant to the terms hereof) for more than one (1) 1 month in advance of the payment date. (k) Subject to the rights of Existing Tenant. Other than actions against a Tenant that do not seek eviction, Seller shall not commence or allow to be commenced on its behalf any action, suit or proceeding with respect to all or any portion of the Assets Property without the 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 discretionBuyer. (l) Subject to the rights of Existing Tenant, Seller and Facility Owner shall not (with respect any Facility Owner or any Facility), without the 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 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 contained in this Agreement untrue or misleading in any material respect or (B) any covenant or agreement of Seller under this Agreement incapable of being performed. At any time prior to Closing and after the occurrence of any of the 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 extent Seller breaches any of the covenants in this Section 16, and that breach will materially adversely affect any Facility Owner or the ownership, use, operation, repair or maintenance of any part of the Property, Purchaser shall be entitled to all of the rights and remedies set forth in Section 18, it being expressly understood that Seller’s obligation to provide information to Purchaser under this Section 16 will not relieve Seller of any liability for a breach by Seller of any of its representations, warranties, covenants or agreements under this Agreement.

Operation of the Property. Until the earlier of the Closing or the termination of this Agreement, Seller undertakes and agrees (and shall cause each Facility Owner to comply with) the followingas follows: (a) Seller shall 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(c8.1(b) and 16(d8.1(c), without PurchaserBuyer’s prior written approval, which may be withheld in PurchaserBuyer’s sole and absolute discretion, no Seller Party shall not directly or indirectly (i) sell, assigncontribute, transfer assign or otherwise dispose of all create any right, title or any portion of interest whatsoever in or to the AssetsProperty, except for Personal Property replaced in the ordinary course of business, or (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. (cb) Without PurchaserBuyer’s prior written approval, which approval will not may be unreasonably withheldwithheld 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, conditioned or delayed, no Seller Party shall not (and shall not cause or permit any Facility Owner to) enter into any new (or extend, terminate, amend, renew or replace anyany existing) 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 other Property) Buyer upon or after the consummation its acquisition of the transactions contemplated by this AgreementProperty, 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 PurchaserBuyer’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 (30) days’ 30 days notice from the owner of the Property and is disclosed promptly in writing to PurchaserBuyer; 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) Subject to the rights of Existing Tenant under the Existing Leases, Seller shall not, without the prior written consent of 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) 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 AssetsProperty, or any interest therein, or sell, assign, transfer contribute or otherwise dispose of assign any interest in the Assets or any portion thereof or interest thereinProperty. (f) [Intentionally Deleted] (ge) 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 not direct or maintain and/or cause Existing Tenant Personality and Handcraft to terminate maintain all casualty and liability insurance in place as of the Effective Date with respect to the Facilities Property in amounts and with deductibles substantially the other Propertysame as existing on the Effective Date. (hf) No Seller Party shall not direct or cause Existing Tenant to remove any material item of Personal Property from the Real Property except as permitted under unless the Existing Leasesame 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. (ig) [Intentionally Deleted] (j) No Seller Party shall not accept any rent from Existing any Tenant (or any new tenant under any new lease permitted pursuant to the terms hereof) for more than one (1) 1 month in advance of the payment date. (k) Subject to the rights of Existing Tenant. Other than actions against a Tenant that do not seek eviction, No Seller Party shall not commence or allow to be commenced on its behalf any action, suit or proceeding with respect to all or any portion of the Assets Property without the 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. (l) Subject to the rights of Existing Tenant, Seller and Facility Owner shall not (with respect any Facility Owner or any Facility), without the 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 Buyer. The provisions of this Agreement, Seller Section 8.1 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 or could materially and adversely affect any Facility Owner or any portion of survive 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 contained in this Agreement untrue or misleading in any material respect or (B) any covenant or agreement of Seller under this Agreement incapable of being performed. At any time prior to Closing and after the occurrence of any of the 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 extent Seller breaches any of the covenants in this Section 16, and that breach will materially adversely affect any Facility Owner or the ownership, use, operation, repair or maintenance of any part of the Property, Purchaser shall be entitled to all of the rights and remedies set forth in Section 18, it being expressly understood that Seller’s obligation to provide information to Purchaser under this Section 16 will not relieve Seller of any liability for a breach by Seller of any of its representations, warranties, covenants or agreements under this AgreementClosing.

Operation of the Property. Until the earlier of the Closing or the termination of this Agreement, Seller undertakes and agrees (and shall cause each Facility Owner to comply with) the followingas follows: (a) Seller shall 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(c8.1(b) and 16(d8.1(c), without PurchaserBuyer’s prior written approval, which may be withheld in PurchaserBuyer’s sole and absolute discretion, Seller shall not directly or indirectly (i) sell, assigncontribute, transfer assign or otherwise dispose of all create any right, title or any portion of interest whatsoever in or to the Assets, except for Personal Property replaced in the ordinary course of businessProperty, or (ii) cause or permit any mortgage, deed to secure debt, or Lien to be placed of trust, Lien, 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. (cb) Without PurchaserBuyer’s prior written approval, which approval will not may be unreasonably withheld, conditioned or delayedwithheld in Buyer’s sole and absolute discretion, Seller shall not (and shall not cause or permit any Facility Owner to) enter into any new (or extend, terminate, amend, renew or replace anyany existing) 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 other Property) Buyer upon or after the consummation its acquisition of the transactions contemplated by this AgreementProperty, 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 service any new lease (each, a “New Lease”) for any portion of the Property, (ii) terminate any existing Tenant Lease, or similar contracts without Purchaser’s approval if (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 contract is entered into in New Lease Request: (i) the ordinary course name of Seller’s business and is terminable without penalty the proposed or premium on not more than thirty existing Tenant, (30ii) days’ notice from identification of the owner 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 is disclosed promptly in writing 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 Purchaserrespond 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) Subject to the rights of Existing Tenant under the Existing Leases, Seller shall not, without the prior written consent of 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) 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 AssetsProperty, or any interest therein, or sell, assign, transfer contribute or otherwise dispose of assign any interest in the Assets or any portion thereof or interest thereinProperty. (f) [Intentionally Deleted] (ge) 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 not direct or cause Existing Tenant to terminate maintain all casualty and liability insurance in place as of the Effective Date with respect to the Facilities Property in amounts and with deductibles the other Propertysame as existing on the Effective Date. (hf) Seller shall not direct or cause Existing Tenant to remove any material item of Personal Property from the Real Property except as permitted under unless the Existing 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, Seller shall be responsible for the reasonable repair or replacement of such equipment, fixtures or services, unless a Tenant is required to repair or replace the same in accordance with an applicable Lease. (i) [Intentionally Deleted] (jg) Seller shall not accept any rent from Existing any Tenant (or any new tenant under any new lease permitted pursuant to the terms hereof) for more than one (1) 1 month in advance of the payment date. (k) Subject to the rights of Existing Tenant. Other than actions against a Tenant that do not seek eviction, Seller shall not commence or allow to be commenced on its behalf any action, suit or proceeding with respect to all or any portion of the Assets Property without the 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 discretionBuyer. (l) Subject to the rights of Existing Tenant, Seller and Facility Owner shall not (with respect any Facility Owner or any Facility), without the 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 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 contained in this Agreement untrue or misleading in any material respect or (B) any covenant or agreement of Seller under this Agreement incapable of being performed. At any time prior to Closing and after the occurrence of any of the 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 extent Seller breaches any of the covenants in this Section 16, and that breach will materially adversely affect any Facility Owner or the ownership, use, operation, repair or maintenance of any part of the Property, Purchaser shall be entitled to all of the rights and remedies set forth in Section 18, it being expressly understood that Seller’s obligation to provide information to Purchaser under this Section 16 will not relieve Seller of any liability for a breach by Seller of any of its representations, warranties, covenants or agreements under this Agreement.

Operation of the Property. Until the earlier of the Closing or the termination of this Agreement, Seller undertakes and agrees (and shall cause each Facility Owner to comply with) the followingas follows: (ai) Seller shall 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 mortgages, real property and personal property taxes, assessments and other levies which become due and payable with respect to the Existing LoansProperty. (bii) Subject Seller shall not voluntarily (i) sell, contribute, assign or create any right, title or interest whatsoever in or to Sections 16(cthe Property, except as otherwise permitted herein, or (ii) and 16(d), without Purchaser’s 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 Purchaser’s Buyer'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, 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 (and shall not cause or permit any Facility Owner to) enter into any new (or extend, terminate, amend, renew or replace anyany existing) 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 other Property) Buyer upon or after the consummation its acquisition of the transactions contemplated by this AgreementProperty, 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 Purchaser’s Buyer's approval if such contract is entered into in the ordinary course of Seller’s 's business and is terminable without penalty or premium 4815-0899-8962.7 22484/0204 on not more than thirty (30) 30 days’ notice from the owner of the Property and is disclosed promptly in writing to PurchaserBuyer; and (ii) Seller may enter new Leases pursuant to Section 4(c)(iv). (d) Subject to the rights of Existing Tenant under the Existing Leases, Seller shall not, without the prior written consent of 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 solicit, accept, entertain or enter into any negotiations or agreements with respect to the sale or disposition of any or all of the Assets, or any interest therein, or sell, assign, transfer or otherwise dispose of the Assets or any portion thereof or interest therein. (f) [Intentionally Deleted] (giv) Seller shall not direct or cause Existing Tenant to terminate maintain all casualty and liability insurance in place as of the Effective Date with respect to the Facilities Property in amounts and with deductibles substantially the other Propertysame as of the Effective Date. (hv) Seller shall not direct or cause Existing Tenant to remove any material item of Personal Property from the Real Property except as permitted under unless the Existing Leasesame is obsolete and is replaced by tangible personal property of equal or greater utility and value. (ivi) [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 proceeding with respect to all or any portion of the Assets Property without the 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 discretionBuyer. (lvii) Subject to Seller shall maintain the rights of Existing TenantProperty in its present condition, Seller ordinary wear and Facility Owner shall not (with respect any Facility Owner or any Facility), without the prior written consent of Purchaser, which (i) prior to the expiration of the Inspection Period, shall not be unreasonably withheld, tear 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) casualty excepted. Until the earlier of Closing or the termination of this Agreement, Seller shall agrees to notify Purchaser Buyer in writing promptly upon learning or receiving notice, whichever first occurs, of: (i) Any event, transaction or occurrence prior to Closing which would 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 's material breach of any of its representations, warranties or covenants in this Agreement, or any fact or event which would make (Ai) any of the representations or warranties of Seller contained in this Agreement untrue or misleading in any material respect or (Bii) any covenant or agreement of Seller under this Agreement incapable or substantially less likely of being performed. At ; (ii) Any damage or destruction (excluding normal wear and tear), or any time prior to Closing and after the occurrence of taking by condemnation or eminent domain (or any threat thereof), of the events described in this Section 16 Property 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 extent Seller breaches any of the covenants in this Section 16, and that breach will materially adversely affect any Facility Owner or the ownership, use, operation, repair or maintenance of any part thereof; and (iii) Any written notice of the Property, Purchaser shall be entitled to all of the rights and remedies set forth in Section 18, it being expressly understood that Seller’s obligation to provide information to Purchaser under this Section 16 will not relieve Seller of violation from any liability for a breach by Seller of any of its representations, warranties, covenants or agreements under this Agreementgovernmental authority.

Operation of the Property. Until (a) From the date of this Agreement until the earlier of the Closing date of expiration of the General Contingency Period or the termination of this Agreement, Seller undertakes and agrees : (and shall cause each Facility Owner to comply with) the following: (aA) Seller shall perform, or cause to be performed, its obligations relating to manage the Assets (including under the Existing Leases), including to pay (or cause to be paid) prior to delinquency, all amounts due Property in a manner consistent with respect to the Existing Loans. (b) Subject to Sections 16(c) and 16(d), without PurchaserSeller’s prior written approval, which may be withheld in Purchaser’s sole and absolute discretion, management of the Property; (B) Seller shall not directly make any material alterations or indirectly (i) sell, assign, transfer or otherwise dispose of all or any portion of changes to the AssetsProperty, except for Personal Property replaced in the ordinary course of business, or business and following written notice to Buyer; (iiC) 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 (and shall not cause or permit any Facility Owner to) enter into any new agreements or contracts affecting the Property except following written notice to Buyer; (or extend, terminate, D) Seller shall continue to perform all of its material obligations under the Contracts; (E) Seller shall not amend, renew terminate or replace any) agreementotherwise modify the Contracts, 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 other Property) upon or after the consummation of the transactions contemplated by this Agreement, 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 into service or similar contracts without Purchaser’s approval if such contract is entered into except in the ordinary course of Seller’s business and is terminable without penalty following written notice to Buyer; and (F) Seller shall not sell, transfer, convey or premium on not more than thirty (30) days’ notice from the owner of encumber, or cause or permit to be sold, transferred, conveyed or encumbered, 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 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 solicit, accept, entertain or enter into any negotiations or agreements with respect to the sale or disposition of any or all of the Assets, or any interest therein, or sell, assign, transfer or otherwise dispose of the Assets or any portion part thereof or interest therein. (fb) [Intentionally Deleted] From the date of expiration of the General Contingency Period until the earlier of the Close of Escrow or termination of this Agreement: (gA) Seller shall manage the Property in a manner consistent with Seller’s prior management of the Property; (B) Seller shall not direct make any material alterations or cause Existing Tenant to terminate insurance in place as of the Effective Date with respect changes to the Facilities and the other Property. ; (hC) Seller shall not direct enter into any new agreements or cause Existing Tenant contracts affecting the Property without the written consent of Buyer first obtained; (D) Seller shall continue to remove any perform all of its material item of Personal Property from the Real Property except as permitted obligations under the Existing Lease. Contracts; (i) [Intentionally Deleted] (jE) Seller shall not accept any rent from Existing Tenant for more than one amend, terminate or otherwise modify the Contracts without the written consent of Buyer first obtained; and (1F) month in advance of the payment date. (k) Subject to the rights of Existing Tenant, Seller shall not commence sell, transfer, convey or allow encumber, or cause or permit to be commenced on its behalf any actionsold, suit transferred, conveyed or proceeding with respect to all or any portion of the Assets without the prior written consent of Purchaserencumbered, 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. (l) Subject to the rights of Existing Tenant, Seller and Facility Owner shall not (with respect any Facility Owner or any Facility), without the 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 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 contained in this Agreement untrue or misleading in any material respect or (B) any covenant or agreement of Seller under this Agreement incapable of being performed. At any time prior to Closing and after the occurrence of any of the 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 extent Seller breaches any of the covenants in this Section 16, and that breach will materially adversely affect any Facility Owner or the ownership, use, operation, repair or maintenance of any part of the Property, Purchaser shall be entitled to all of the rights and remedies set forth in Section 18, it being expressly understood that Seller’s obligation to provide information to Purchaser under this Section 16 will not relieve Seller of any liability for a breach by Seller of any of its representations, warranties, covenants thereof or agreements under this Agreementinterest therein.

Operation of the Property. Until From the earlier of Effective Date until the Closing or the termination of this Agreement, Seller undertakes and agrees (and shall cause each Facility Owner to comply with) the followingClosing: (a) the Seller shall perform(and shall cause the Company to) operate the Real Property, the Lady Lynsey and the other Assets in the same manner in which the Company operated the Real Property, 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 (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 be performed, its obligations relating to not) modify or release any warranties or guaranties held by Seller or the Assets (including under the Existing Leases), including to pay (or cause to be paid) prior to delinquency, all amounts due Company 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, Real Property. The Seller shall not directly or indirectly (iand shall cause the Company to not) sell, assign, transfer enter into or otherwise dispose of all negotiate any new collective bargaining agreement with any existing or any portion of the Assetsprospective collective bargaining unit, except for Personal Property replaced as required by Applicable Laws or as would be permitted pursuant to and in accordance with the ordinary course of business, or Management Agreement if the same were then in effect; (iie) the Seller shall not (and shall cause the Company to not) cause or permit any mortgagereductions of FAS or Inventories levels below customary, deed of trust, Lien, assessment, obligation, interest, encroachment or liability to be placed of record against the Property (other than the Permitted Exceptions).seasonally adjusted levels; (cf) Without 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 has obtained Purchaser’s prior written approvalconsent to such agreement, modification or amendment, which approval will consent shall not be unreasonably withheld, conditioned or delayed, Seller . Purchaser shall not (and shall not cause or permit any Facility Owner to) enter into any new (or 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 other Property) upon or after the consummation have a period of the transactions contemplated by this Agreement, 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 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 (30) 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 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 solicit, accept, entertain or enter into any negotiations or agreements with respect to the sale or disposition of any or all of the Assets, or any interest therein, or sell, assign, transfer or otherwise dispose of the Assets or any portion thereof or interest therein. (f) [Intentionally Deleted] (g) Seller shall not 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 proceeding with respect to all or any portion of the Assets without the 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. (l) Subject to the rights of Existing Tenant, Seller and Facility Owner shall not (with respect any Facility Owner or any Facility), without the 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 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 contained in this Agreement untrue or misleading in any material respect or (B) any covenant or agreement of Seller under this Agreement incapable of being performed. At any time prior to Closing and after the occurrence of any of the 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 after receipt of the date Seller’s request to enter into, modify or amend any Material Contract to approve or disapprove in writing of the Seller’s request, and if Purchaser fails to approve or disapprove of the Seller’s request within such events first occurred without Seller effecting a cureten (10) day period, Purchaser such request shall have be deemed approved by Purchaser; and (g) the option to terminate this Agreement, in which case Escrow Agent shall return the Deposit to Purchaser, Seller shall pay one-half provide Purchaser with a copy 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 extent Seller breaches any of the covenants in this Section 16, and that breach will materially adversely affect any Facility Owner written notice received from Manager or the ownership, use, operation, repair Company from any Governmental Authority of a proceeding to create any new assessment district that would include the Real Property or maintenance of any part of the Property, Purchaser shall be entitled to all of the rights and remedies set forth in Section 18, it being expressly understood that Seller’s obligation to provide information to Purchaser under this Section 16 will not relieve Seller of any liability for a breach by Seller of any of its representations, warranties, covenants or agreements under this Agreementthereof.

Operation of the Property. Until the earlier of the Closing or the termination of this Agreement, Seller undertakes and agrees (and shall cause each Facility Owner to comply with) the followingas follows: (a) Seller shall 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(c8.1(b) and 16(d8.1(c), without PurchaserBuyer’s prior written approval, which may be withheld in PurchaserBuyer’s sole and absolute discretion, Seller shall not directly or indirectly (i) sell, assigncontribute, transfer assign or otherwise dispose of all create any right, title or any portion of interest whatsoever in or to the AssetsProperty, except for Personal Property replaced in the ordinary course of business, or (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. (cb) Without PurchaserBuyer’s prior written approval, which approval will not may be unreasonably withheld, conditioned or delayedwithheld 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 (and shall not cause or permit any Facility Owner to) enter into any new (or extend, terminate, amend, renew or replace anyany existing) 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 other Property) Buyer upon or after the consummation its acquisition of the transactions contemplated by this AgreementProperty, 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 PurchaserBuyer’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 (30) days’ 30 days notice from the owner of the Property and is disclosed promptly in writing to PurchaserBuyer; 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) Subject 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 rights Property in amounts and with deductibles substantially the same as existing on the Effective Date. (e) Seller shall not remove any material item of Existing Tenant under Personal Property from the Existing LeasesReal 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 notbe 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. (f) Seller shall not accept any 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 do not seek eviction, Seller shall not commence or allow to be commenced on its behalf any action, suit or proceeding with respect to all or any portion of the Property without the prior written consent of PurchaserBuyer, dispose of which shall not be unreasonably withheld as long as same will not have a material impact following 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 DocumentsClosing. (eg) Until the expiration or sooner termination of this Agreement, Seller shall remove the Assets (including all of the Facilities) 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 AssetsProperty, or any interest therein, or sell, assign, transfer contribute or otherwise dispose of assign any interest in the Assets or any portion thereof or interest therein. (f) [Intentionally Deleted] (g) Seller shall not 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 proceeding with respect to all or any portion of the Assets without the 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. (l) Subject to the rights of Existing Tenant, Seller and Facility Owner shall not (with respect any Facility Owner or any Facility), without the 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 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 contained in this Agreement untrue or misleading in any material respect or (B) any covenant or agreement of Seller under this Agreement incapable of being performed. At any time prior to Closing and after the occurrence of any of the 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 extent Seller breaches any of the covenants in this Section 16, and that breach will materially adversely affect any Facility Owner or the ownership, use, operation, repair or maintenance of any part of the Property, Purchaser shall be entitled to all of the rights and remedies set forth in Section 18, it being expressly understood that Seller’s obligation to provide information to Purchaser under this Section 16 will not relieve Seller of any liability for a breach by Seller of any of its representations, warranties, covenants or agreements under this Agreement.

Operation of the Property. Until the earlier of the Closing or the termination of this Agreement, Seller undertakes and agrees (and shall cause each Facility Owner to comply with) the followingas follows: (a) Seller shall 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(c8.1(b) and 16(d8.1(c), without PurchaserBuyer’s prior written approval, which may be withheld in PurchaserBuyer’s sole and absolute discretion, Seller shall not directly or indirectly (i) sell, assigncontribute, transfer assign or otherwise dispose of all create any right, title or any portion of interest whatsoever in or to the AssetsProperty, except for Personal Property replaced in the ordinary course of business, or (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. (cb) Without PurchaserBuyer’s prior written approval, which approval will not may be unreasonably withheld, conditioned or delayedwithheld in Buyer’s sole and absolute discretion, Seller shall not (and shall not cause or permit any Facility Owner to) enter into any new (or extend, terminate, amend, renew or replace anyany existing) 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 other Property) Buyer upon or after the consummation its acquisition of the transactions contemplated by this AgreementProperty, 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 PurchaserBuyer’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 (30) 30 days’ notice from the owner of the Property and is disclosed promptly in writing to PurchaserBuyer. (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) Subject to the rights of Existing Tenant under the Existing Leases, Seller shall not, without the prior written consent of 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) 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 AssetsProperty, or any interest therein, or sell, assign, transfer contribute or otherwise dispose of assign any interest in the Assets or any portion thereof or interest thereinProperty. (f) [Intentionally Deleted] (ge) 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 not direct or cause Existing Tenant to terminate maintain all casualty and liability insurance in place as of the Effective Date with respect to the Facilities Property in amounts and with deductibles substantially the other Propertysame as existing on the Effective Date. (hf) Seller shall not direct or cause Existing Tenant to remove any material item of Personal Property from the Real Property except as permitted under unless the Existing Leasesame 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. (i) [Intentionally Deleted] (jg) Seller shall not accept any rent from Existing Tenant (or any new tenant under any new lease permitted pursuant to the terms hereof) for more than one (1) 1 month in advance of the payment date. (k) Subject to the rights of Existing Tenant. Other than actions against Tenant that does not seek eviction, Seller shall not commence or allow to be commenced on its behalf any action, suit or proceeding with respect to all or any portion of the Assets Property without the 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 discretionBuyer. (l) Subject to the rights of Existing Tenant, Seller and Facility Owner shall not (with respect any Facility Owner or any Facility), without the 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 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 contained in this Agreement untrue or misleading in any material respect or (B) any covenant or agreement of Seller under this Agreement incapable of being performed. At any time prior to Closing and after the occurrence of any of the 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 extent Seller breaches any of the covenants in this Section 16, and that breach will materially adversely affect any Facility Owner or the ownership, use, operation, repair or maintenance of any part of the Property, Purchaser shall be entitled to all of the rights and remedies set forth in Section 18, it being expressly understood that Seller’s obligation to provide information to Purchaser under this Section 16 will not relieve Seller of any liability for a breach by Seller of any of its representations, warranties, covenants or agreements under this Agreement.

Operation of the Property. Until Regarding the earlier operation, maintenance, and repair of the Property between the Effective Date and the Closing Date (or the earlier termination of this Agreement, Seller undertakes and agrees (and shall cause each Facility Owner to comply with) the following:): (a) Seller shall perform, or cause to be performed, its obligations relating to operate 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 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) 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 (and shall not cause or permit any Facility Owner to) enter into any new (or 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 other Property) upon or after the consummation of the transactions contemplated by this Agreement, 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 into service or similar contracts without Purchaser’s approval if such contract extent same is entered into in the ordinary course of Seller’s business and is terminable without penalty or premium on not more than upon thirty (30) days’ calendar days notice from the owner of the Property and is disclosed promptly in writing to Purchaser. without penalty; (d) Subject to the rights of Existing Tenant under the Existing Leases, Seller shall not, without the prior written consent of 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 solicit, accept, entertain or enter into any negotiations or agreements with respect to the sale or disposition of any or all of the Assets, or any interest therein, or sell, assign, transfer or otherwise dispose of the Assets or any portion thereof or interest therein. (f) [Intentionally Deleted] (gc) Seller shall not 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 take any action, suit or proceeding with respect suffer any action to all be taken in its name or any portion on its behalf, the effect of the Assets without the 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. (l) Subject to the rights of Existing Tenant, Seller and Facility Owner shall not (with respect any Facility Owner or any Facility), without the 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 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) cause any of the representations or warranties of Seller herein contained in this Agreement to be untrue or misleading 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; (Bd) Seller shall at all times (i) promptly deliver to Buyer copies of any covenant written notices received by Seller from any person, firm, corporation, or agreement governmental agency alleging any default on the part of Seller under this Agreement incapable of being performed. At any time prior contract or agreement relating to Closing and after the occurrence of any of the 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 extent Seller breaches any of the covenants in this Section 16, and that breach will materially adversely affect any Facility Owner or the ownership, use, operation, repair or maintenance of any part of the Property, Purchaser shall be entitled 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 all satisfy any condition precedent to the obligations of the rights Buyer hereunder, and remedies set forth (ii) promptly advise Buyer in writing of any material change in Seller's representations and warranties made in Section 18, it being expressly understood that Seller’s obligation to provide information to Purchaser under this Section 16 10.2 above; (e) Seller will not relieve 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 any liability for a breach by Seller insurance, or substantially equivalent policies of any of its representationsinsurance, warranties, covenants or agreements under this Agreementin full force and effect.