Common use of Operations Pending Closing Clause in Contracts

Operations Pending Closing. At all times prior to the Closing or the sooner termination of this Agreement, Seller agrees: (a) to maintain, manage and operate the Property free from waste and neglect, in accordance with applicable law and consistent with its past management practices; (b) to maintain the Property in its current condition and state of repair (normal wear and tear and casualty loss excepted); (c) to maintain its existing casualty and liability insurance on the Property (to the extent such insurance continues to be available at commercially reasonable premiums); and (d) to perform all of its material obligations under the Tenant Leases and the Contracts. At all times after the expiration of the Inspection Period (or earlier waiver of the Inspection Contingency), Seller agrees (e) not to amend, modify or terminate or permit the termination of any of the Tenant Leases (other than for expansions, renewals and other changes contemplated by a Tenant Lease existing on the Date of this Agreement) or the Contracts without the prior written consent of Buyer, which shall not unreasonably be withheld or delayed; (f) not to lease or rent any portion of the Property without the prior written consent of Buyer, which shall not unreasonably be withheld or delayed; or (g) not to issue a new Contract (other than a Contract in the ordinary course of business and terminable on thirty (30) days or less notice by the owner of the Property) without the prior written consent of Buyer, which shall not be unreasonably withheld or delayed. All amendments and modifications of the existing Tenant Leases, and all new leases and rental agreements, made by Seller prior to Closing and permitted under this Agreement shall be considered part of the "Tenant Leases." All amendments and modifications of the existing Contracts, and all new contracts concerning utilities, maintenance, services or operation of the Property, made by Seller prior to Closing and permitted under this Agreement shall be considered part of the "Contracts."

Operations Pending Closing. At all times prior Seller, at its expense, shall use reasonable efforts to operate the Property until the Closing Date or until the sooner termination of this Agreement, Seller agrees: (a) to maintain, manage and operate the Property free from waste and neglectwhichever is earlier, in accordance with applicable law and consistent with its Seller’s past management practices. For purposes of this Agreement: (i) the term “Existing Leases” shall mean each of the leases of space then in effect or affecting the Property as of the Contract Date; (bii) to maintain the term “New Leases” shall mean any lease of space affecting the Property entered into after the Contract Date in accordance with the terms of this Agreement; and (iii) the term “Lease” or “Leases” shall mean Existing Leases and New Leases collectively. Except as specifically set forth below in this paragraph, Seller may enter into New Leases and renewals, extensions, cancellations or other modifications to Leases (collectively, “Modifications”), subject to Buyer's right to review and approve each New Lease or Modification in advance (excepting modifications embodying solely a tenant's exercise of an existing right to renew, extend or cancel; provided, however, Seller shall remain responsible to provide Buyer with written notice of the timing and terms of any such exercise), and, in addition, Seller may enforce its current condition remedies under any Lease in which the tenant is in default, subject to Buyer's right to review in advance Seller's proposed termination of any Lease to remedy a default thereunder. Buyer's approval of each New Lease or Modification shall also constitute Buyer's agreement to pay its prorata share of all reasonable leasing commissions and state charges, if any, related to the New Lease or Modification, and the cost of repair (normal wear any reasonable tenant improvements and tear capital improvements to be constructed or installed for the tenant under the New Lease or Modification, and casualty loss excepted); (c) the value of any reasonable “free rent” periods under the New Lease or Modification. Such prorata share shall be based on a fraction, the denominator of which shall be the number of days in the lease term of such Lease and the numerator of which shall be the number of days in such lease term excluding any days during the lease term that elapse before the Closing Date. To the extent any such commissions, tenant improvement costs, capital improvement costs or provisions of free rent are paid by Seller prior to maintain its existing casualty Closing, Buyer will reimburse Seller at Closing, but only up to the Buyer's prorata share of such costs and liability insurance on amounts in connection with the Property (New Lease or Modification approved by Buyer and, to the extent such insurance continues are payable after the Closing, Seller shall credit Buyer at the Closing but only up to the Seller’s prorata share of such costs and amounts in connection with the New Lease or Modification. Any New Lease or Modification provided to Buyer for review, and any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, not approved by Buyer in writing within 5 business days after Buyer's receipt of the New Lease or Modification or notice of the proposed termination shall be available at commercially reasonable premiumsconclusively considered to have been approved by Buyer. If prior to the expiration of the Inspection Period, Buyer, for any reason, timely rejects or disapproves of any proposed New Lease or Modification, or any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, and if Seller nevertheless enters into such New Lease or Modification or terminates such Lease by reason of a tenant default (as Seller shall be free to do in its sole and absolute discretion prior to the expiration of the Inspection Period); , Buyer shall have the right, on or prior to the later to occur of (i) the date 3 business days after its receipt of written notice that Seller has entered into such transaction, or (ii) the expiration of the Inspection Period, to elect in writing to terminate this transaction and (d) receive a refund of the Exxxxxx Money. If Buyer does not elect to perform all of its material obligations under terminate the Tenant Leases and transaction in accordance with the Contractspreceding sentence, then Buyer is deemed to have approved the New Lease or Modification, or lease termination. At all times If, after the expiration of the Inspection Period (Period, Buyer, in its reasonable discretion, timely rejects or earlier waiver of the Inspection Contingency), disapproves any proposed New Lease or Modification or any proposed termination by Seller agrees (e) not to amend, modify or terminate or permit the termination of any of the Tenant Leases (other than for expansionsby reason of a tenant default thereunder, renewals and other changes contemplated Seller shall not enter into such New Lease or Modification or carry out such termination except in the event of a default by a Tenant Lease Buyer hereunder. Seller shall have the right to enter into new Service Contracts or modify existing on the Date of this Agreement) or the Service Contracts without Buyer’s consent, provided such new or modified Service Contracts can be (and are) terminated on or before the prior written consent of BuyerClosing Date. Without limiting the foregoing, which Seller shall not unreasonably be withheld or delayed; (f) not to lease or rent solely responsible for all outstanding leasing commissions, tenant improvement/capital improvement costs, as well as any portion "free rent" under any of the Property without Existing Leases which is applicable to the prior written consent of Buyerperiod following the Closing Date (collectively, which shall not unreasonably be withheld or delayed; or the "Existing Tenant Inducement Costs") (g) not to issue a new Contract (other than a Contract in the ordinary course of business and terminable on thirty (30) days or less notice by the owner of the Property) without the prior written consent of Buyer, which shall not be unreasonably withheld or delayed. All amendments and modifications of the existing Tenant Leases, and all new leases and rental agreements, made by Seller prior to Closing and permitted under this Agreement Buyer shall be considered provided a credit at Closing on account thereof), unless such Existing Tenant Inducement Costs were specifically disclosed to Buyer in writing as part of the "Tenant Leases180-page offering memorandum prepared by CBRE." All amendments and modifications of the existing Contracts, and all new contracts concerning utilities, maintenance, services or operation of the Property, made by Seller prior to Closing and permitted under this Agreement shall be considered part of the "Contracts."

Operations Pending Closing. At all times prior Sellers, at their expense, shall use reasonable efforts to operate the Properties until the Closing Date or until the sooner termination of this Agreement, Seller agrees: (a) to maintain, manage and operate the Property free from waste and neglectwhichever is earlier, in accordance with applicable law and consistent with its past management practices; (b) to maintain the Property in its current condition and state of repair (normal wear and tear and casualty loss excepted); (c) to maintain its existing casualty and liability insurance on the Property (to the extent such insurance continues to be available at commercially reasonable premiums); and (d) to perform all of its material obligations under the Tenant Leases and the Contracts. At all times after the expiration of the Inspection Period (or earlier waiver of the Inspection Contingency)Sellers shall not, Seller agrees (e) not to amend, modify or terminate or permit the termination of any of the Tenant Leases (other than for expansions, renewals and other changes contemplated by a Tenant Lease existing on the Date of this Agreement) or the Contracts without the prior written consent of Buyer, which shall not unreasonably be withheld or delayed; (f) not to lease or rent any portion of the Property without the prior written consent of Buyer, which shall not unreasonably be withheld or delayed; or (g) not to issue a new Contract (other than a Contract in the ordinary course of business and terminable on thirty (30) days or less notice by the owner of the Property) without the prior written consent of Buyer, which shall not be unreasonably withheld withheld: (a) enter into or delayed. All amendments and modifications agree to enter into any lease or other agreement concerning occupancy or use of any of the Properties; (b) enter into any other agreements concerning operation or ownership of the Properties; (c) modify or amend any existing Lease, Service Contract (unless said Service Contract can be terminated without cause on written notice of thirty or less days), or any other agreement relating to the Properties which would survive Closing; or (d) initiate any summary or other eviction proceeding or action against any Tenant Leasesor occupant of the Properties. In connection with leases or renewals of existing Leases executed by Sellers after the Contract Date, Buyer shall be responsible for payment of only the unamortized portion (amortized without interest on a straight line basis over the Lease term) of any Tenant finish allowance, commissions and concessions, and all new leases leasing costs including design costs granted under such Leases and rental agreementsattributable to the portion of the Lease term after the Closing Date, made by Seller provided Buyer has approved in writing a Seller’s execution of any such Lease or amendment and the amount of the costs to be incurred thereby. The portion of such Tenant finish allowance and commissions attributable to the period on or prior to the Closing and permitted under this Agreement Date shall be considered part of paid by such Seller. Sellers agree, through and including the "Tenant Leases." All amendments Closing Date and modifications of at Sellers' sole cost and expense, to: (aa) keep all existing insurance policies affecting the existing Contracts, Properties or any portion thereof in full force and all new contracts concerning utilities, maintenance, services or operation of the Property, made by Seller prior to Closing and permitted under this Agreement shall be considered part of the "Contracts."effect;

Operations Pending Closing. At all times prior From and after the date hereof, Seller shall continue to operate and maintain the Property between the date hereof and Settlement in the manner in which the same are currently being operated and maintained, but in no less than a commercially reasonable fashion, shall maintain the Property in good condition and repair and will undertake reasonable commercial efforts to prevent any waste to the Closing Property. From and after the date hereof until the expiration of the Due Diligence Period, Seller shall advise and consult with Purchaser regarding any new lease, the modification or amendment of any existing lease (including any extension thereof), or the sooner termination of any existing lease, and shall provide Purchaser with complete copies of same, and Seller shall not apply any tenant’s Security Deposit held as of the date of this Agreement unless such tenant vacates or is no longer in possession of its premises as of Settlement. Seller acknowledges that Purchaser has advised it of that certain lease entered into for a portion of the Property to become effective at Closing, a copy of which is attached hereto as Exhibit P. From and after the Due Diligence Period and provided that Purchaser has not terminated this Agreement, Seller agrees: (a) agrees that it will not take any action which would in any way further encumber the Property, nor will it commence any action to maintaindispossess or evict any tenant without prior consent of Purchaser or enter into any new leases or modifications of existing leases without the written consent of the Purchaser, manage and operate or enter into any management or service contracts for the Property free unless such contract(s) shall be fully cancelable or terminable prior to Settlement. Seller shall, from waste and neglectafter the date hereof perform and discharge all of its duties and obligations and shall otherwise comply with every covenant and agreement of the landlord or lessor under the leases. Furthermore, in accordance with applicable law Seller shall, for the same period, use diligent and consistent with its past management practices; (b) good faith efforts to maintain cause the Property in its current condition and state of repair (normal wear and tear and casualty loss excepted); (c) to maintain its existing casualty and liability insurance on the Property (to the extent such insurance continues to be available at commercially reasonable premiums); and (d) tenant under each lease to perform all of its such tenant’s duties and obligations and otherwise to comply with each and even one of such tenant’s covenants and agreements under such lease and shall enforce the terms and provisions of each such lease. If there shall occur any material obligations under adverse change in the Tenant Leases status of any lease prior to Settlement, Purchaser shall, in addition to any other remedies it may be entitled to hereunder, have the right to terminate this Agreement and the Contracts. At all times after the expiration receive a complete refund of the Inspection Period (or earlier waiver deposits hereunder, together with interest accrued thereon. For purposes of the Inspection Contingency)preceding sentence, Seller agrees the term “material adverse change” shall mean a change which reduces the revenue derived from a lease by five percent (e) not to amend, modify or terminate or permit the termination of any of the Tenant Leases (other than for expansions, renewals and other changes contemplated by a Tenant Lease existing on the Date of this Agreement5%) or the Contracts without the prior written consent of Buyer, which shall not unreasonably be withheld or delayed; (f) not to lease or rent any portion of the Property without the prior written consent of Buyer, which shall not unreasonably be withheld or delayed; or (g) not to issue a new Contract (other than a Contract in the ordinary course of business and terminable on thirty (30) days or less notice by the owner of the Property) without the prior written consent of Buyer, which shall not be unreasonably withheld or delayed. All amendments and modifications of the existing Tenant Leases, and all new leases and rental agreements, made by Seller prior to Closing and permitted under this Agreement shall be considered part of the "Tenant Leasesmore." All amendments and modifications of the existing Contracts, and all new contracts concerning utilities, maintenance, services or operation of the Property, made by Seller prior to Closing and permitted under this Agreement shall be considered part of the "Contracts."

Operations Pending Closing. At all times prior to From the date hereof through the Closing or the sooner termination of this AgreementDate, Seller agrees: agrees as follows: (a) to maintainSeller will manage, manage repair and operate the Property free from waste and neglect, in accordance with applicable law and consistent with its past management practices; (b) to maintain the Property in the same manner as it did prior to the date hereof and will keep the Property in its current condition and present state of repair (subject to normal wear and tear tear, exercising the same degree of care in such matters as Seller has previously exercised. Except as set forth on Exhibit C hereof, Seller shall not remove any item of Building Fixtures from the Property, unless the same is replaced with an item of equal quality or is no longer necessary or useful for the customary operation of the Property and casualty loss excepted)unless any damage reasonably caused by such removal is repaired. Seller shall deliver possession of the Property to Purchaser at the Closing. (b) Seller will not enter into any voluntary renewal, extension, modification or replacement of any existing Lease or Service Contract or enter into any new employment, maintenance, service, supply or other agreement relating to the Property which would create a material contingent liability continuing beyond the Closing or which would otherwise continue beyond the Closing without the express written permission of Purchaser; provided, however, that Seller may enter into Service Contracts with commercially reasonable terms that are terminable on 30 days notice. (c) to maintain its existing casualty and liability insurance on the Property (to the extent such insurance continues to be available at commercially reasonable premiums); and (d) to perform all of its material obligations under the Tenant Leases and the Contracts. At all times after the expiration of the Inspection Period (or earlier waiver of the Inspection Contingency)Seller shall not, Seller agrees (e) not to amend, modify or terminate or permit the termination of any of the Tenant Leases (other than for expansions, renewals and other changes contemplated by a Tenant Lease existing on the Date of this Agreement) or the Contracts without the prior written consent of BuyerPurchaser, enter into any leases or occupancy agreements for space at the Property. (d) Seller will keep in full force and effect all existing fire, casualty, liability and extended coverage and other insurance policies which shall not unreasonably be withheld are presently in effect for the Property, or delayed; (f) not to lease or rent any portion of the Property. (e) Seller shall perform its post-petition obligations when due pursuant to the Leases, Service Contracts and Operating Permits, including, without limitation, any maintenance or repair of the Property without to be performed by Seller. (f) Unless necessary to operate the Specific Properties prior written consent of Buyerto Closing, which but not binding after the Closing, Seller shall not unreasonably be withheld enter into or delayed; record any easement, covenant, license, permit, agreement or other instrument against the Property or any portion thereof without Purchaser's prior consent. (g) not Seller shall cooperate and promptly execute all applications and instruments required by any party or governmental authority in connection with the transfer to issue a new Contract (other than a Contract in the ordinary course Purchaser of business and terminable on thirty (30) days or less notice by the owner any of the PropertyService Contracts or Operating Permits. Purchaser agrees to submit all applications, documentation and information reasonably required to assist Seller in obtaining such consents and transfers. (h) without the prior written consent of BuyerOther than litigation that relates to a claim fully covered by insurance or which relates to a pre-petition claim unless requested by Purchaser, which Seller shall not be unreasonably withheld or delayed. All amendments and modifications give Purchaser prompt notice of the existing Tenant Leasesinstitution of any litigation, and all new leases and rental agreements, made by Seller arbitration or administrative proceeding of which it has actual knowledge prior to the Closing and permitted under Date involving the Property or Seller's ability to consummate the transaction contemplated by this Agreement. (i) Seller will advise Purchaser promptly of any notice it receives of any change in any Legal Requirements that might materially adversely affect the value or use of the Property by Purchaser. Immediately upon receipt, Seller shall send Purchaser a copy of any notice which Seller may receive from any Governmental Authority with respect to the Property having a material adverse affect on the Property. (j) Upon the expiration of Purchaser's right to terminate this Agreement shall be considered part under Section 2.2, Seller will advise Purchaser in writing promptly of the "Tenant Leases." All amendments and modifications of the existing Contracts, and all new contracts concerning utilities, maintenance, services any material notice or operation of offer it receives or has received relating to the Property, made including, without limitation, any offer or proposal from a third party to lease, sublease or purchase the Property or any portion thereof, and shall promptly deliver to Purchaser all information Seller receives or has received relating to such offer or proposal; provided, however, that Seller does not have to so advise Purchaser as to any Property that is deemed, or may be deemed if not cured by Seller prior to Closing and permitted under this Agreement shall be considered part of the "ContractsSeller, an Uncured Property until such Property is no longer an Uncured Property."

Operations Pending Closing. At all times prior to From and after the Closing or the sooner termination of this AgreementEffective Date hereof, Seller agrees: (a) covenants and agrees that: a. Seller will continue to maintain, manage and operate the Property free from waste and neglect, in accordance with applicable law and consistent with its past management practices; (b) to maintain the same manner as it has been operating the Property in its current condition and state during the twelve (12) months immediately preceding the Effective Date. b. Seller shall not enter into any new lease or commitment to lease, or any extension or amendment of repair any existing leases (normal wear and tear and casualty loss excepted); (c) to maintain its existing casualty and liability insurance on including the Property (to the extent such insurance continues to be available at commercially reasonable premiums); and (d) to perform all of its material obligations under the Tenant Leases and the Contracts. At all times after the expiration of the Inspection Period (or earlier waiver of the Inspection ContingencyExisting Lease), Seller agrees (e) not with respect to amend, modify or terminate or permit the termination of any of the Tenant Leases (other than for expansions, renewals and other changes contemplated by a Tenant Lease existing on the Date of this Agreement) or the Contracts without the prior written consent of Buyer, which shall not unreasonably be withheld or delayed; (f) not to lease or rent any portion of the Property without Buyer’s prior written consent, which may be granted or withheld in Buyer’s sole discretion. To the extent any new lease or commitment to lease is consented to by Buyer, each new lease or commitment to lease with respect to any portion of the Property and each extension or amendment of any existing leases for an additional period of time shall include a demolition clause that requires vacation of the premises by the tenant within no more than nine (9) months after written notice from the landlord thereunder. All leases referenced in Exhibit E and any new lease or amendment entered into from and after the date hereof conforming to the terms of this Section 6(b) or with Buyer’s prior written consent shall be deemed included within the term “leases” as used herein and the tenants under any such new leases and/or amendments shall be deemed included within the term “tenants” as used herein. Seller shall comply with the terms and conditions of all leases in effect at the Property. c. Seller will not further encumber the Property, grant any easements or rights of way with respect to the Property or in any way affect the title to the Property, and shall not engage in any activity or effect any transaction with respect to the Property, including but not limited to the disposal of any items of personal property or fixtures which are attached to the realty and are part of the Property, which is outside the normal and ordinary course of business of the Property without the Buyer’s prior written consent which shall not be unreasonably withheld, conditioned or delayed. d. Seller shall promptly furnish to Buyer copies of any and all notices that it receives from federal, state or local governmental authorities having jurisdiction over the Property, any Board of Fire Underwriters and from any other body having jurisdiction with respect to the use and occupancy or physical condition of the Property. e. Seller shall maintain in force a policy or policies of fire and extended coverage, hazard insurance and a liability insurance policy with respect to the Property in an amount not less than is presently in force unless the requirements of the Existing Lender permit otherwise. f. Seller shall comply with the terms and conditions of all contracts and agreements pertaining to the operation, management, leasing, and maintenance of the Property to which Seller is a party. Without the prior written consent of BuyerBuyer in each case, which the Seller shall not unreasonably be withheld (i) enter into any new contracts concerning the operation, management, leasing or delayed; maintenance of the Property or (g) services thereto which are not to issue a new Contract (other than a Contract in the ordinary course of business and terminable cancelable without premium or penalty on thirty (30) days days’ notice or less notice (ii) make or contract for any maintenance item or capital repair exceeding a cost of $2,500.00 (a “Maintenance/Capital Repair Contract”), unless the same is completed and paid for in full before or at Closing; provided that, in the event that Seller enters into any such Maintenance/Capital Repair Contract with the intention that the same be completed and paid for in full before or at Closing, but for reasons outside of Seller’s control, Seller is unable to so complete and pay for the same in full before or at Closing, such circumstance shall not constitute a default by Seller hereunder so long as the full amount then payable by Seller under such Maintenance/Capital Repair Contract is deposited into escrow with the Title Company at closing pursuant to an escrow agreement reasonably acceptable to Buyer and Seller and Seller thereafter diligently and in good faith pursues the completion of all maintenance and capital repair work contemplated by such Maintenance/Capital Repair Contract. g. Seller shall not take any action or fail to take any action required to be taken, which would result in any of the representations, warranties and covenants of Seller set forth in this Amended and Restated Contract not being and remaining true in all material respects through Closing. h. With respect to the Existing Financing, until Closing, Seller shall (1) make the payments required by the owner terms of the PropertyExisting Financing Documents, (2) without not make any voluntary principal prepayments of the prior written Existing Financing Note (i.e., no principal payments greater than those mandatory principal payments presently required by the terms of the Existing Financing Note), (3) not join in or consent of Buyer, which shall not be unreasonably withheld or delayed. All amendments and to any modifications of the existing Tenant LeasesExisting Financing Documents without Buyer’s prior written consent, and all new leases and rental agreements, made by Seller prior to Closing and permitted under this Agreement shall be considered part (4) keep the Existing Financing out of the "Tenant Leasesdefault." All amendments and modifications of the existing Contracts, and all new contracts concerning utilities, maintenance, services or operation of the Property, made by Seller prior to Closing and permitted under this Agreement shall be considered part of the "Contracts."

Operations Pending Closing. At all times Xxxxxx agrees, with respect to itself and the Subject Premises owned by such Seller, that between the date hereof and the Closing: (a) Seller shall operate, manage and maintain the Subject Premises or cause same to be operated, managed and maintained in substantially the same general manner as it is being operated on the date hereof. (b) Seller shall not, without Xxxxx’s prior written consent amend, renew or extend any Lease in any material respect, unless required by law or the terms of the Lease. (c) Seller shall not permit occupancy of, or enter into any new lease for, space which is presently vacant or which may hereafter become vacant (each, a “New Lease”), or any lease renewal (unless required by law or the terms of the Lease), without first obtaining Buyer’s prior written consent thereto. (d) Seller shall not enter into any service agreements (each, a “New Service Agreement”) which would be binding on Buyer after the Closing or modify any Service Agreement without obtaining Buyer’s written consent. Not later than five (5) Business Days prior to the Closing or Date, Buyer shall determine and advise Seller in writing as to which Service Agreements Buyer shall elect to have Seller terminate (such “Service Agreements” assumed by Buyer are referred to herein as collectively, the sooner termination of this Agreement, Seller agrees: (a) to maintain, manage and operate the Property free from waste and neglect, in accordance with applicable law and consistent with its past management practices; (b) to maintain the Property in its current condition and state of repair (normal wear and tear and casualty loss excepted); (c) to maintain its existing casualty and liability insurance on the Property (to the extent such insurance continues to be available at commercially reasonable premiums); and (d) to perform all of its material obligations under the Tenant Leases and the Contracts. At all times after the expiration of the Inspection Period (or earlier waiver of the Inspection Contingency“Assumed Service Agreements”), whereupon Seller agrees shall deliver notices of termination at Closing canceling such Service Agreements and Seller shall be solely responsible for any termination fees or penalties. (e) not to amendBetween the Effective Date and the Closing Date, modify or terminate Seller shall not, without Buyer’s prior written consent, create, allow or permit the termination of any of the Tenant Leases (other than for expansionsliens, renewals and other changes contemplated by a Tenant Lease existing easements, restrictions, covenants, or encumbrances on the Date of this Agreement) or the Contracts without the prior written consent of Buyer, which shall not unreasonably be withheld or delayed; Subject Premises. (f) Between the Effective Date and the Closing Date, Seller shall not to lease or rent file any portion application for any change of the Property without present zoning classification of the prior written consent of Buyer, which shall not unreasonably be withheld or delayed; or Subject Premises. (g) not to issue a new Contract (other than a Contract Between the Effective Date and the Closing Date, Seller shall perform no alterations or improvements in the condition of the Subject Premises except routine maintenance in the ordinary course of Seller’s business and terminable on thirty or as may be required by law or the Leases. (30h) days Seller shall not solicit, market, negotiate, grant, or less notice by the owner enter into any agreements of sale, options to purchase or rights of first refusal or first offer for all or any portion of the Property) without the prior written consent of Buyer, which shall not be unreasonably withheld or delayed. All amendments and modifications of the existing Tenant Leases, and all new leases and rental agreements, made by Seller prior to Closing and permitted under Subject Premises while this Agreement is in effect. (i) Seller shall be considered part allow Buyer or Buyer’s representatives reasonable access to the Subject Premises in accordance with the terms and conditions of the "Tenant LeasesSection 16 below." All amendments and modifications of the existing Contracts, and all new contracts concerning utilities, maintenance, services or operation of the Property, made by Seller prior to Closing and permitted under this Agreement shall be considered part of the "Contracts."

Operations Pending Closing. At all times prior to Seller, at its expense, shall operate the Property until the Closing Date or until the sooner termination of this Agreement, Seller agrees: (a) to maintain, manage and operate the Property free from waste and neglectwhichever is earlier, in accordance with applicable law and consistent with its past management practices; (b) to maintain the Property in its current condition and state of repair (normal wear and tear and casualty loss excepted); (c) to maintain its existing casualty and liability insurance on the Property (to the extent such insurance continues to be available at commercially reasonable premiums); and (d) to perform all of its material obligations under the Tenant Leases and the Contracts. At all times after the expiration of the Inspection Period (or earlier waiver of the Inspection Contingency)Seller shall not, Seller agrees (e) not to amend, modify or terminate or permit the termination of any of the Tenant Leases (other than for expansions, renewals and other changes contemplated by a Tenant Lease existing on the Date of this Agreement) or the Contracts without the prior written consent of Buyer, Buyer (which consent shall not unreasonably be withheld or delayed; withheld): (fi) not to enter into any new lease or renew any existing Lease for a term of more than one year; (ii) provide any rent concessions for any portion new lease (or extension of an existing Lease); (iii) sell, mortgage, pledge, hypothecate or otherwise transfer or dispose of all or any part of the Property, or incur any liabilities other than in the ordinary course of operating and managing the Property, except for such liabilities as will be discharged on or before Closing; (iv) transfer or remove any Personal Property or fixtures from the Property subsequent to the Contract Date, except for purposes of replacement thereof in the ordinary course of business, in which case such replacements shall be installed prior to Closing at Seller’s sole cost and expense and shall be reasonably comparable in quantity and quality to the item(s) being replaced; (v) apply any security deposits on account of a default of a Tenant unless such Tenant has vacated the Property or will not be a resident of the Property without on the prior written consent of Buyer, which shall not unreasonably be withheld Closing Date; (vi) modify or delayedamend any Service Contract or any other agreement relating to the Property that would survive the Closing; or or (gvii) not to issue a new Contract (other than a Contract in the ordinary course of business consistent with past practice, initiate any summary or other eviction proceeding or action against any Tenant. Seller agrees, through and terminable on thirty including the Closing Date and at Seller’s sole cost and expense, to: 1. keep all apartment units that have been vacant for at least five (305) days or less notice by the owner of the Property) without the prior written consent of Buyer, which shall not be unreasonably withheld or delayed. All amendments and modifications of the existing Tenant Leases, and all new leases and rental agreements, made by Seller prior to Closing and permitted under this Agreement shall be considered part of the "Tenant Leases." All amendments and modifications of the existing Contractsin “rent ready” condition (i.e. thoroughly clean; all appliances, lights, doors, sliding doors, windows, locks, and mechanical systems in good working order; all new contracts concerning utilitiescarpet and other flooring clean and in good condition); all walls clean and in good condition; 2. use commercially reasonable efforts to lease any vacant apartment units at the highest rents possible and as soon as possible after such units become vacant; 3. by the twentieth (20th) day of each calendar month, maintenancecommencing with the month following the Contract Date (and on the third business day prior to Closing) provide to Buyer an updated rent roll for the immediately preceding calendar month, services certified by Seller to be true, accurate and complete in all material respects; 4. keep all existing insurance policies affecting the Property or any portion thereof in full force and effect; 5. use commercially reasonable efforts to keep in full force and effect and/or to renew all licenses and permits, if any, pertaining to Seller’s ownership or operation of the PropertyProperty or any portion thereof; 6. give Buyer written notice of any citation or other notice that Seller may receive subsequent to the Contract Date and prior to the Closing Date from any governmental authority that alleges any violation of any law, made ordinance, code rule, regulation or order regulating the Property or the use thereof, and cure the matter raised by such notice prior to Closing; 7. use commercially reasonable efforts to continue to provide all services currently provided by Seller prior with respect to Closing the Property or any portion thereof, and permitted under this Agreement shall be considered part of to continue to operate, manage and maintain the "ContractsProperty in substantially the same manner as Seller currently operate, manage, repair, replace and maintain the Property."

Operations Pending Closing. At all times prior to Seller hereby covenants and agrees that after the Contract Date, until the earlier of the Closing or Date the sooner earlier termination of this Agreement, Seller agrees: : (a) Seller shall continue to maintain, maintain the Property in accordance with its customary business practices. (b) Seller shall continue to fulfill all of its obligations under the Leases. (c) Seller shall continue to otherwise manage and operate the Property free from waste and neglect, in accordance with applicable law and consistent with its past management customary business practices; (b) to maintain the Property in its current condition and state of repair (normal wear and tear and casualty loss excepted); (c) to maintain its existing casualty and liability insurance on the Property (to the extent such insurance continues to be available at commercially reasonable premiums); and . (d) to perform all of its material obligations under the Tenant Leases and the Contracts. At all times after the expiration of the Inspection Period (or earlier waiver of the Inspection Contingency)Seller shall not, Seller agrees (e) not to amend, modify or terminate or permit the termination of any of the Tenant Leases (other than for expansions, renewals and other changes contemplated by a Tenant Lease existing on the Date of this Agreement) or the Contracts without the prior written consent of Buyer, Buyer (which shall not unreasonably be withheld or delayed; (f) not to lease or rent any portion of the Property without the prior written consent of Buyer, which shall not unreasonably be withheld or delayed; or (g) not to issue a new Contract (other than a Contract in the ordinary course of business and terminable on thirty (30) days or less notice by the owner of the Property) without the prior written consent of Buyer, which shall not be unreasonably withheld or delayed. All amendments and modifications ), enter into any new Lease (or renew any existing Lease) for a term exceeding 1 year or enter into any Lease in a form other than the standard lease form delivered to Buyer pursuant to Section 6.1. (e) Seller shall not sell, mortgage, pledge, hypothecate or otherwise transfer or dispose of all or any part of the existing Tenant LeasesProperty or incur any liabilities other than in the ordinary course of operating and managing the Property, except for such liabilities as will be discharged on or before Closing. After the Contract Date, Seller shall not, without the written consent of Buyer (which consent shall not be unreasonably withheld or delayed), enter into any new Service Contracts unless such new Service Contract is on market-rate or better terms and can be terminated upon no more than 30 day’s notice without penalty. Notwithstanding Seller’s obligation set forth in Section 11(a), Seller has no obligation to make any repairs or replacements to the Property if the cumulative cost of all new leases and rental agreements, made reasonably necessary repairs or replacements is reasonably estimated by Seller to exceed $50,000. If Seller declines to make any reasonably necessary repairs or replacements because the estimated cumulative cost of all repairs and replacements would exceed $50,000, then Buyer may terminate this Agreement prior to Closing and permitted under on written notice to Seller, and, in such event, this Agreement shall terminate, the Exxxxxx Money shall be considered part of the "Tenant Leases." All amendments and modifications of the existing Contractsreturned to Buyer, and all new contracts concerning utilitiesneither party shall have any further obligation hereunder except as to covenants which are to survive termination. Seller’s obligation set forth in Section 11(a) shall expire upon Closing; if this transaction closes, maintenance, services or operation of then Seller’s obligation to maintain the Property, made by Seller prior to Closing and permitted under this Agreement Property shall be considered part of the "Contractsdeemed to have been satisfied or waived."

Operations Pending Closing. At Until the closing and subject to Purchaser's indemnification under Section 4.B. above, Seller shall have the full responsibility and the entire liability for any and all times damages or injury of any kind whatsoever to the Property. If, prior to the closing, fifty per cent (50%) or more of the Property is damaged or destroyed ("Major Casualty"), or, if the Property shall be the subject of an action in eminent domain or a proposed taking by a governmental authority, whether temporary or permanent, Purchaser, at its sole discretion, shall have the right to terminate this Agreement upon written notice to Seller without liability on its part in which event all Xxxxxxx Money shall be refunded to Purchaser. If (a) Purchaser does not exercise its right of termination in the event of a Major Casualty or a taking as described above, or (b) in the event of a casualty which is not a Major Casualty, then any and all insurance proceeds not to exceed the Purchase Price arising out of such damage or destruction, or compensation of awards arising out of any such eminent domain or taking, shall be assigned to or paid over to the Purchaser on the Closing Date. Seller agrees to keep in full force and effect pending the closing hereunder, (i) fire and casualty insurance for the values currently in force for the Property, and (ii) liability insurance in customary amounts for property similar to the Property. From the Effective Date until the Closing Date or the sooner earlier termination of this Agreement, Seller agreesshall not do, suffer or permit or agree to do any of the following: (a) enter into any transaction in respect to maintain, manage and operate or affecting the Property free from waste and neglect, in accordance with applicable law and consistent with its past management practicesoutside of the ordinary course of business; (b) to maintain sell, encumber or grant any interest in the Property or any part thereof in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property or which will prevent or inhibit Seller's performance of its current condition and state of repair (normal wear and tear and casualty loss excepted)obligations hereunder; or (c) enter into any lease or other agreement with respect to maintain its existing casualty and liability insurance on the Property (to the extent such insurance continues to be available at commercially reasonable premiums); and (d) to perform all of its material obligations under the Tenant Leases and the Contracts. At all times after the expiration of the Inspection Period (or earlier waiver of the Inspection Contingency)modify, Seller agrees (e) not to amendextend or otherwise amend any current lease or agreement, modify or terminate or permit the termination of any of the Tenant Leases (other than for expansions, renewals and other changes contemplated by a Tenant Lease existing on the Date of this Agreement) or the Contracts without the prior except with Purchaser's express written consent of Buyerconsent, which shall not unreasonably may be withheld or delayed; (f) not to lease or rent any portion of the Property without the prior written consent of Buyer, which shall not unreasonably be withheld or delayed; or (g) not to issue a new Contract (other than a Contract in the ordinary course of business and terminable on thirty (30) days or less notice by the owner of the Property) without the prior written consent of Buyer, which shall not be unreasonably withheld or delayed. All amendments and modifications of the existing Tenant Leases, and all new leases and rental agreements, made by Seller prior to Closing and permitted under this Agreement shall be considered part of the "Tenant LeasesPurchaser's reasonable discretion." All amendments and modifications of the existing Contracts, and all new contracts concerning utilities, maintenance, services or operation of the Property, made by Seller prior to Closing and permitted under this Agreement shall be considered part of the "Contracts."

Operations Pending Closing. At all times The Seller and the Members agree to conduct and operate the Business prior to the Closing in all respects as the Business has been conducted heretofore and agree, pending the Closing, not to make any material changes in the Seller's Business or working force or the sooner termination terms and conditions of its working force, except such changes as are necessary for the proper conduct of the Business. The Seller and the Members agree to make no increase in the compensation payable or to become payable to any employee, agent or independent contractor of the Seller, nor to make any bonus payment or arrangement to or with any employee, agent, or independent contractor of the Seller during the time between the execution of this AgreementAgreement and the Closing, Seller agrees: (a) to maintain, manage and operate except as currently in effect or in the Property free from waste and neglect, in accordance with applicable law and ordinary conduct of its business consistent with its past management practices; (b) to maintain prior practice. No contract or commitment shall be entered into by or on behalf of the Property Seller which extends beyond the date of the Closing, except normal commitments necessary for the ordinary operation of the Business, unless such extraordinary commitments are first approved by the Buyer in its current condition and state of repair (normal wear and tear and casualty loss excepted); (c) to maintain its existing casualty and liability insurance on writing. During the Property (period from the date hereof to the extent such insurance continues Closing, except as otherwise expressly provided herein, the Seller shall operate its Business only in the ordinary course of business. The Seller shall use its reasonable best efforts to be available at commercially reasonable premiums); and (d) to perform all of its material obligations under preserve intact the Tenant Leases and the Contracts. At all times after the expiration present organization of the Inspection Period (or earlier waiver Business, keep available the services of the Inspection Contingency), Seller agrees (e) not to amend, modify or terminate or permit the termination of any present officers and employees of the Tenant Leases (other than for expansionsBusiness and preserve relationships with customers, renewals suppliers, licensors, licensees, contractors, distributors and other changes contemplated by a Tenant Lease existing on others having business dealings with the Date Business. Without limiting the generality of this Agreement) or the Contracts foregoing, from the date hereof the Seller shall not, without the prior written consent of Buyerthe Buyer to the extent related to the Business: (i) sell, lease, encumber, transfer or dispose of any assets or rights or acquire any assets or rights which shall not unreasonably would be withheld or delayed; (f) not to lease or rent any portion of included in the Property without the prior written consent of BuyerAssets, which shall not unreasonably be withheld or delayed; or (g) not to issue a new Contract (other than a Contract unless in the ordinary course of business and business, (ii) fail to collect any accounts receivables or fail to pay any accounts payable, other than in the ordinary course of business, (iii) enter into any material commitment or transaction unless in the ordinary course of business, (iv) permit any Asset to suffer any liability thereupon, (v) enter into or offer to enter into any employment or consulting agreement with any person outside the ordinary course of business, unless terminable on thirty (30) days or less notice at will by the owner Buyer, (vi) make any capital expenditures outside the ordinary course of business, (vii) enter into, amend or terminate any material contract, except in the ordinary course of business, (viii) enter into any transaction or any contract with any affiliate, other than transactions on arm's -length terms in the ordinary course of business, or (ix) authorize, or commit or agree to take, any of the Property) without foregoing actions. At the prior written consent of Buyer, which shall not be unreasonably withheld or delayed. All amendments and modifications time of the existing Tenant LeasesClosing, possession of the Assets shall be given to the Buyer as the same existed on the date of the signing of the Letter of Intent (i.e., January 17, 2000), on the date of the signing of this Agreement and the date of Closing, and all new leases as were used by the Seller in the Business, delivered by the Seller to the Buyer in order that the Buyer may commence and rental agreements, made by Seller prior to Closing and permitted under this Agreement shall be considered part of continue the "Tenant Leases." All amendments and modifications of the existing Contracts, and all new contracts concerning utilities, maintenance, services or operation of the Property, made by Seller prior to Closing Business in an orderly manner with the least interruption and permitted under this Agreement shall be considered part of the "Contractsinconvenience possible."

Operations Pending Closing. At all times prior Seller agrees to the Closing or the sooner termination of this Agreement, Seller agrees: (a) to maintain, manage and operate the Property free from waste in a prudent manner and neglect, in accordance with applicable law and a manner consistent with its past management existing practices, and to keep the Property in good working order and repair (including all equipment, such as HVAC equipment, elevators, and similar equipment). Seller further agrees: (i) to maintain all usual and necessary business records pertaining to the Property; (bii) to maintain the Property in its current condition and state of repair (normal repair, subject to reasonable wear and tear and casualty loss excepted)tear; (ciii) to maintain its the existing property and casualty and liability insurance on the Property Property, (to the extent such insurance continues to be available at commercially reasonable premiums); and (div) to perform all of its material obligations under the any existing licenses, permits, Tenant Leases Leases, and the Contracts. At all times after the expiration of the Inspection Period Contracts (v) to not lease, rent or earlier waiver of the Inspection Contingency), Seller agrees (e) not otherwise permit any person or persons to amend, modify or terminate or permit the termination of any of the Tenant Leases (other than for expansions, renewals and other changes contemplated by a Tenant Lease existing on the Date of this Agreement) or the Contracts without the prior written consent of Buyer, which shall not unreasonably be withheld or delayed; (f) not to lease or rent occupy any portion of the Property without other than new Tenant Leases executed with the prior written consent approval of Buyer, which shall not to be unreasonably withheld or delayed (vi) to not construct additional improvements on the Property without the approval of Buyer, not to be unreasonably withheld or delayed; or and (gvii) to not enter into any new Contracts without the approval of Buyer not to issue a new Contract (other than a Contract in the ordinary course of business and terminable on thirty (30) days or less notice by the owner of the Property) without the prior written consent of Buyer, which shall not be unreasonably withheld or delayed. All amendments Without in any way limiting the foregoing, Seller agrees to maintain a sufficient inventory of supplies, materials, equipment and modifications of other personal property for the existing Tenant Leasesproper management, maintenance and all new leases and rental agreements, made by Seller prior to Closing and permitted under this Agreement shall be considered part of the "Tenant Leases." All amendments and modifications of the existing Contracts, and all new contracts concerning utilities, maintenance, services or operation of the Property. Seller further agrees not to defer significant maintenance unless specifically instructed to do so by Buyer. Seller shall not remove or permit the removal of any Personal Property from the Property unless such items are replaced immediately with Personal Property of equal or greater value, made by Seller without Buyer’s approval not to be unreasonably withheld or delayed. By no later than the 10th day prior to Closing Closing, Seller shall provide Buyer with a new Rent Roll for the Property as of the first day of such month, together with an income and permitted under this Agreement expense statement for the Property for the prior month. The Rent Roll and income and expense statement shall be considered part of the "Contractscertified to Buyer by Seller."

Operations Pending Closing. At all times prior 8.1 Seller, at its expense, shall use commercially reasonable efforts to maintain the Property until the Closing or the sooner termination of this Agreement, substantially in its present condition and pursuant to Seller's normal course of business in a commercially reasonable manner for a class-A building (such as maintenance obligations but not including extraordinary capital expenditures or expenditures not incurred in such normal course of business), subject to ordinary wear and tear, damage by fire or other casualty and condemnation. In addition, Seller agrees: (a) to maintain, shall operate and manage expenses and operate the Property free from waste and neglect, in accordance with applicable law and consistent with its past management practices; (b) to maintain expenditures for the Property in its substantial accordance with the Operating Budget attached hereto as Exhibit Q subject to emergency expenditures reasonably required to preserve and protect life and/or the Property. In the event any expenses or expenditures for the Property exceed the greater of $7,500 or 7.5% of the amount budgeted for the applicable line item in the Operating Budget, Seller shall obtain Buyer’s prior consent which shall not be unreasonably withheld, conditioned, or delayed (provided that Buyer's consent shall be deemed granted if Buyer does not object in writing within five (5) days after Seller requests such consent from Buyer). Seller shall maintain the current condition and state of repair (normal wear and tear and casualty loss excepted); (c) to maintain its existing casualty and liability insurance on the Property until the Closing or sooner termination of this Agreement. 8.2 Seller shall deliver to Buyer within three (3) Business Days of receipt a copy of any written notice of default or violation delivered or received by Seller from and after the Contract Date (including, without limitation, any notices under the Leases or regarding any alleged violations of zoning, building, fire, health, environmental or other statutes, ordinances, regulations or orders relating to or referring to the extent such insurance continues Property). 8.3 Prior to the Inspection Date, Seller may, with Buyer's consent (which shall not be available at commercially reasonable premiumsunreasonably withheld, conditioned or delayed); and , (da) to perform all of its material obligations under the Tenant Leases and the Contracts. At all times after enter into any new contract or cancel, modify, extend, renew or permit the expiration of any existing Service Contracts or Commission Agreements, or (b) enter into any new lease or any modification, amendment, restatement, termination, or renewal of any existing Lease. Seller shall furnish Buyer with a copy of the proposed agreement which shall contain such information reasonably necessary to enable Buyer to make informed decisions with respect to the advisability of the proposed transaction. If Buyer fails to object in writing to any such agreement within five (5) Business Days after receipt thereof, Buyer shall be deemed to have approved the terms of the proposed transaction. After the Inspection Period (or earlier waiver of the Inspection Contingency)Date, Seller agrees (e) shall not to amend, modify or terminate or permit the termination of enter into any of the Tenant Leases following documents without Buyer's consent (other than in its sole discretion) (provided, that Buyer's consent shall be deemed granted if Buyer does not object in writing within five (5) Business Days after Seller requests such consent from Buyer): (a) contracts for expansions, renewals and other changes contemplated by a Tenant Lease existing on the Date of this Agreement) or the Contracts without the prior written consent of Buyer, which shall not unreasonably be withheld or delayed; (f) not service to lease or rent any portion of the Property unless it is terminable without the prior written consent of Buyer, which shall not unreasonably be withheld or delayed; or (g) not to issue a new Contract (other penalty on no more than a Contract in the ordinary course of business and terminable on thirty (30) days written notice (except that Seller may enter into any such contract in response to any condition or less notice event which would endanger the safety or integrity of the Improvements, provided that Buyer shall have no obligation to assume any such contract unless Buyer approves of such contract in writing), or (b) any new lease or any modification, amendment, restatement, termination, or renewal of any Lease except for letters of understanding, certificates, punch lists and other documents that either tenant or landlord is obligated to deliver pursuant to an existing Lease. Buyer shall have the right to elect to assume any assumable Service Contracts provided that Buyer approves such Service Contracts prior to the Inspection Date, and all such approved Service Contracts shall be deemed “Approved Contracts”. Pursuant to Section 4.2.4, Seller shall, at Seller’s sole cost, terminate all Service Contracts which are not Approved Contracts and all Commission Agreements as of the Closing. 8.4 Without Buyer’s prior written consent thereto (not to be unreasonably withheld, conditioned or delayed), Seller shall not create or allow any liens or encumbrances on the Property. 8.5 Seller shall not remove nor permit to be removed any Personal Property unless such property is (i) replaced by a substitute of equal or greater value or (ii) an obsolete item of Personal Property. 8.6 Seller shall cooperate with Buyer in delivering subordination agreements in a form reasonably requested by Buyer’s lender to each of the owner tenants of the Property; provided, however, Buyer and Seller acknowledge and agree that such subordination agreements will not be sent out until after the Inspection Date. After such delivery to the tenants, Seller shall use commercially reasonable efforts to assist Buyer in obtaining executed subordination agreements from each of the tenants prior to Closing; provided, however, in no event shall Seller be required by the foregoing to pay any sums (or incur any other liability) without to any tenants in connection with its attempts to obtain such subordination agreements. Notwithstanding any provision contained in this Agreement to the prior written consent of Buyercontrary, which it shall not be unreasonably withheld a condition to Buyer’s or delayed. All amendments and modifications Seller’s obligations hereunder that any subordination agreements are obtained from any of the existing Tenant Leases, and all new leases and rental agreements, made by Seller prior to Closing and permitted under this Agreement shall be considered part of the "Tenant Leases." All amendments and modifications of the existing Contracts, and all new contracts concerning utilities, maintenance, services or operation tenants of the Property. 8.7 Seller shall use commercially reasonable efforts to assist Buyer in obtaining any estoppels and/or certifications requested by Buyer, made including, without limitation, any estoppels under title exception documents, provided, however, in no event shall Seller be required by Seller prior the foregoing to Closing and permitted under pay any sums (or incur any other liability) to any parties in connection with its attempts to obtain such estoppels or certifications. Notwithstanding any provision contained in this Agreement to the contrary, it shall not be considered part of a condition to Buyer’s or Seller’s obligations hereunder that any such estoppels (other than the "Contractsestoppels required to be delivered pursuant to Section 9) are obtained from any parties."

Operations Pending Closing. At all times prior to From and after the Effective Date and until Closing hereunder or the sooner termination of date this Agreement is otherwise terminated as set forth in this Agreement, Seller agrees: covenants and agrees that: A. Seller shall promptly furnish to Purchaser, within five (a5) to maintainbusiness days of Seller’s receipt thereof, manage copies of any and operate all notices which it receives from federal, state or local governmental authorities having jurisdiction over the Property free from waste and neglect, in accordance with alleging any violation of applicable law or regulation with respect to the Property or providing notice of any proceedings affecting the Property including, without limitation, notices concerning zoning or the filing of a tax appeal. B. Seller shall maintain in force the policies of fire and consistent extended coverage and hazard insurance and liability insurance with its past management practices; (b) respect to the Property that are in effect as of the Effective Date. C. Seller shall perform all maintenance and repairs on the Property required by the Leases to be performed by Seller, and generally shall operate, maintain and insure the Property in the same manner in which Seller is operating, maintaining and insuring the Property on the Effective Date (but subject at all times to the obligations of the landlord under the Leases to perform its current obligations set forth therein). This obligation of Seller shall include, without limitation, the performance of all obligations, as owner of the Property, under the Leases, Service Contracts, and under any government approvals or licenses, any easements and other documents relating to the Property. Seller shall deliver the Property to Purchaser at Closing substantially in the condition and state existing as of repair (the Effective Date, subject to normal wear and tear and casualty loss excepted); (c) to maintain its existing casualty and liability insurance on the Property (to the extent such insurance continues to be available at commercially reasonable premiums); and (d) to perform all of its material obligations under the Tenant Leases and the Contracts. At all times after the expiration of the Inspection Period (or earlier waiver of the Inspection Contingency)damage and, Seller agrees (e) not to amend, modify or terminate or permit the termination of any of the Tenant Leases (other than for expansions, renewals and other changes contemplated by a Tenant Lease existing on the Date of as otherwise described in this Agreement) or the Contracts without . Without the prior written consent of BuyerPurchaser in each case, which consent shall not be unreasonably be withheld withheld, conditioned or delayed; (f) , Seller shall not to lease enter into any new contracts concerning the operation, management or rent any portion maintenance of the Property without the prior written consent of Buyeror services thereto. D. Seller shall not knowingly commit any act, which would result in any of the warranties or representations contained in this Agreement not being materially true or correct as of the Closing. E. Seller shall not unreasonably make or permit to be withheld made any material alterations, improvements, or delayed; additions to the Property (except when required by applicable law or (g) not to issue a new Contract (other than a Contract in the ordinary course of business and terminable on thirty (30) days or less notice by the owner of the Propertyany Lease) without the prior written consent of Buyer, the Purchaser (which shall consent will not be unreasonably withheld withheld, conditioned, or delayed. All amendments and modifications ). F. Seller shall not, without Purchaser’s prior written consent (which consent will not be unreasonably withheld, conditioned, or delayed prior to the end of the existing Tenant Leases, Feasibility Period and all new leases and rental agreements, made by Seller prior to Closing and permitted under this Agreement shall be considered part after the end of the "Tenant Leases." All amendments and modifications Feasibility Period will be granted in the Purchaser’s sole discretion): (i) enter into any leases of the existing Contracts, and all new contracts concerning utilities, maintenance, services or operation any part of the Property, made (ii) extend the term of, terminate or modify, any Leases of the Property with existing tenants, (iii) grant any consent to a tenant under a Lease with respect to any action or matter requiring “landlord’s” consent under such Lease, or waive the performance by any tenant of any material obligation under a Lease, (iv) apply any security deposits, or (v) accept rent for more than thirty (30) days in advance. Seller shall deliver to Purchaser, simultaneous with Xxxxxx’s request for Xxxxxxxxx’s consent to a proposed lease, a full copy of the proposed lease and all exhibits thereto, any financial statements on the proposed tenant collected by Xxxxxx, and such other information reasonably requested by Purchaser. G. Seller shall promptly deliver to Purchaser a copy of any written notice of default or exercising any option or requesting Seller to perform any work received by Seller under any of the Leases. H. Seller shall not permit any liens, easements, encumbrances or other clouds on the title to the Property to be created, unless such liens or encumbrances are paid off or otherwise satisfied at Closing. I. Prior to Closing, Seller shall terminate all Service Contracts, including all management and leasing agreements, other than those Service Contracts that Purchaser expressly elects to assume by written notice to Purchaser prior to Closing and permitted under this Agreement shall be considered part the end of the "ContractsFeasibility Period."