Common use of Space Leases Clause in Contracts

Space Leases. Seller shall not (i) enter into any Space Leases, (ii) amend, modify, renew, or extend any Space Lease, (iii) consent to any assignment or sublease of a Space Lease which requires Seller’s consent, or (iv) take any other material action with respect to any Space Lease (excluding actions that Seller deems reasonably necessary to comply with the terms of, or otherwise avoid default or liability under, the applicable Space Lease; provided that Seller shall use reasonable efforts to consult with Purchaser prior to taking any action with respect to the foregoing), except with the prior written consent of Purchaser, which consent may be granted or withheld in Purchaser’s sole discretion (except to the extent Seller is obligated as landlord to be reasonable under such Space Lease, in which event Purchaser’s consent will not be unreasonably withheld, conditioned or delayed); provided, however, that (a) if Purchaser fails to object to any such action by Seller within ten (10) business days (or such shorter time period in which Seller is required to respond pursuant to the applicable Space Lease) after Seller gives Purchaser notice thereof, then Purchaser shall be deemed to have consented to such action, and (b) subject to Section 5.6.3, Seller may terminate any Space Lease with Purchaser’s consent, which consent will not be unreasonably withheld, conditioned or delayed, and, in connection with any such termination, Seller may permit the tenant to remain in occupancy, and/or extend the term of the lease, for a period not longer than the last date of the term of the New Seller Space Lease. Notwithstanding the foregoing, Seller makes no assurances, nor shall it be a condition to closing, that the Space Leases will be in good standing and performing or in force and effect on the Closing Date.

Space Leases. Seller shall not 24.1 All Space Leases of all or any portion of the Mortgaged Property hereafter entered into after the date hereof by the Mortgagor (i) enter into any Space Leases, will be subordinated to the Lien created by this Mortgage unless Mortgagee directs otherwise and (ii) amend, modify, renewshall provide that following the sale of the Mortgaged Property or any part thereof through foreclosure or otherwise, or extend following conveyance of the Mortgaged Property or any part thereof by deed or assignment in lieu of foreclosure, the Space Lease, (iii) consent to any assignment or sublease of a Tenant under each such Space Lease which requires Seller’s consentwill, or (iv) take any other material action with respect to any Space Lease (excluding actions that Seller deems reasonably necessary to comply with the terms of, or otherwise avoid default or liability under, the applicable Space Lease; provided that Seller shall use reasonable efforts to consult with Purchaser prior to taking any action with respect to the foregoing), except with the prior written consent of Purchaser, which consent may be granted or withheld in Purchaser’s sole discretion (except to the extent Seller is obligated as landlord to be reasonable under such Space Lease, in which event Purchaser’s consent will not be unreasonably withheld, conditioned or delayed); provided, however, that (a) if Purchaser fails to object to any such action by Seller within upon ten (10) business days days' written notice from the purchaser of the Mortgaged Property or any part thereof (or its assignee) given within sixty (60) days after the sale thereof, attorn to such shorter time period in which Seller is purchaser or assignee as the direct tenant of such purchaser or assignee. 24.2 The Mortgagor shall duly and punctually perform and serve all of the material terms, covenants and conditions of the Space Leases required to respond pursuant be performed and observed by it as landlord thereunder substantially in accordance with the terms thereof. The Mortgagor will further do all things reasonably necessary to preserve and keep unimpaired its rights under all Space Leases. The Mortgagor shall require all Space Tenants to observe, keep and perform all material covenants and agreements imposed upon them under the Space Leases. The Mortgagor shall appear in and defend any action or proceeding arising under or in any manner connected with any of the Space Leases. 24.3 The Mortgagor shall furnish to the applicable Mortgagee a copy of each Space Lease promptly after its execution. At any time, and from time to time, upon request and on reasonable notice from the Mortgagee. the Mortgagor shall deliver to the Mortgagee a schedule of all Space Leases then in effect, which schedule shall include the following: (i) the name of the Space Tenant under the Space Lease; (ii) after Seller gives Purchaser notice thereofa description of the space leased thereunder in form satisfactory to the Mortgagee, then Purchaser shall be deemed including but not limited to have consented to the approximate number of square feet leased thereunder, type of activity performed under such actionlease and type of space leased; (iii) the rental rate, and including any escalations, if any; (biv) subject to Section 5.6.3, Seller may terminate any Space Lease with Purchaser’s consent, which consent will not be unreasonably withheld, conditioned or delayed, and, in connection with any such termination, Seller may permit the tenant to remain in occupancy, and/or extend the term of the lease, for Space Lease and a period not longer than description of any renewal options; and (v) such other information as the last date of the term of the New Seller Space Lease. Notwithstanding the foregoing, Seller makes no assurances, nor shall it be a condition to closing, that the Space Leases will be in good standing and performing or in force and effect on the Closing DateMortgagee may reasonably request.

Space Leases. Seller Beneficiary is authorized to foreclose this Deed of Trust subject to the rights of any tenants of the Trust Estate, and the failure to make any such tenants parties defendant to any such foreclosure proceedings and to foreclose their rights shall not be, nor be asserted by Trustor to be, a defense to any proceedings instituted by Beneficiary to collect the sums secured hereby or to collect any deficiency remaining unpaid after the foreclosure sale of the Trust Estate, or any portion thereof. Unless otherwise agreed by Beneficiary in writing, all Space Leases executed subsequent to the date hereof, or any part thereof, shall be subordinate and inferior to the lien of this Deed of Trust; provided, however that (i) enter into any Space Leases, Beneficiary shall at Trustor's request execute a non-disturbance and attornment agreement in connection with applicable lease transactions; and (ii) amendfrom time to time Beneficiary may execute and record among the land records of the jurisdiction where this Deed of Trust is recorded, modify, renew, or extend any Space Lease, (iii) consent to any assignment or sublease of a Space Lease which requires Seller’s consent, or (iv) take any other material action subordination statements with respect to any such of said Space Lease (excluding actions that Seller deems reasonably necessary to comply with the terms ofLeases as Beneficiary may designate in its sole discretion, or otherwise avoid default or liability under, the applicable Space Lease; provided that Seller shall use reasonable efforts to consult with Purchaser prior to taking any action with respect to the foregoing), except with the prior written consent of Purchaser, which consent may be granted or withheld in Purchaser’s sole discretion (except to the extent Seller is obligated as landlord to be reasonable under such Space Lease, in which event Purchaser’s consent will not be unreasonably withheld, conditioned or delayed); provided, however, that (a) if Purchaser fails to object to any such action by Seller within ten (10) business days (or such shorter time period in which Seller is required to respond pursuant to the applicable Space Lease) after Seller gives Purchaser notice thereof, then Purchaser shall be deemed to have consented to such action, and (b) subject to Section 5.6.3, Seller may terminate any Space Lease with Purchaser’s consent, which consent will not be unreasonably withheld, conditioned or delayed, and, in connection with any such termination, Seller may permit the tenant to remain in occupancy, and/or extend the term of the lease, for a period not longer than the last date of the term of the New Seller Space Lease. Notwithstanding the foregoing, Seller makes no assurances, nor shall it be a condition to closing, that whereby the Space Leases will so designated by Beneficiary shall be made superior to the lien of this Deed of Trust for the term set forth in good standing such subordination statement. From and performing or in force after the recordation of such subordination statements, and for the respective periods as may be set forth therein, the Space Leases therein referred to shall be superior to the lien of this Deed of Trust and shall not be affected by any foreclosure hereof. All such Space Leases shall contain a provision to the effect on that the Closing DateTrustor and Space Lessee recognize the right of Beneficiary to elect and to effect such subordination of this Deed of Trust and consents thereto.

Space Leases. Seller (a) Notwithstanding anything to the contrary contained herein, from the date hereof until the Closing or earlier termination of this Agreement, Seller, the Companies and their Subsidiaries shall not (i) be permitted to enter into any Space Leasesinto, (ii) amend, modify, renew, supplement or extend any Space Lease; provided, that such action is taken in the ordinary course of business and consistent with past practice pursuant to arm’s length transactions on market terms; provided further, Seller shall not, and shall cause the Companies and its Subsidiaries not to, enter into, amend, modify, supplement or extend any Major Space Lease or terminate any Space Lease without the prior consent of Buyer, which consent may be withheld, conditioned or delayed in Buyer’s sole discretion (iiia “Major Space Lease Transaction”); provided further, without the prior written consent of Buyer, Seller, the Companies and their Subsidiaries are authorized to (i) accept the termination of any Space Leases at the end of their existing terms or enter into amendments memorializing extensions of any Space Leases as required thereunder and not subject to landlord consent thereunder (or permitting landlord any discretion with respect to the terms thereof) or (ii) enforce any assignment or sublease rights and remedies against a tenant as a result of such tenant’s default under a Space Lease which requires other than a Major Space Lease, provided that such enforcement action is taken in the ordinary course of business and consistent with past practice. If Seller, the Companies and/or their Subsidiaries desires to enter into a Major Space Lease Transaction and Buyer’s consentconsent is required hereunder, and Buyer does not respond within five (5) Business Days after receipt of a notice from Seller with respect to such Major Space Lease Transaction including reasonable details thereof, together with a written request for Buyer’s approval of such lease transaction, then Buyer shall be deemed to have approved such Major Space Lease Transaction. Upon Buyer’s request, Seller shall provide Buyer with the monthly statement of material leasing activities generated by Seller in the ordinary course of business. Notwithstanding the foregoing and anything else to the contrary contained herein, Seller shall not exercise any rights or negotiate with any tenant with respect to any purchase option under any Space Lease without the prior written consent of Buyer. (ivb) take Seller shall not (and shall not permit or cause the Companies and their Subsidiaries to) release or return any security or other material action deposits other than upon and in connection with the termination of any Space Lease as required pursuant to the terms of such Space Lease, shall not apply any security or other deposits under any Space Lease to the obligations of any tenant except with respect to any Space Lease (excluding actions that Seller deems reasonably necessary to comply is not a Major Space Lease in the ordinary course of business and consistent with past practice and in accordance with the terms of, or otherwise avoid default or liability under, of the applicable non-Major Space Lease; provided that Seller shall use reasonable efforts to consult with Purchaser prior to taking any action with respect to the foregoing), except with the prior written consent of Purchaser, which consent may be granted or withheld in Purchaser’s sole discretion (except to the extent Seller is obligated as landlord to be reasonable under such Space Lease, in which event Purchaser’s consent will not be unreasonably withheld, conditioned or delayed); provided, however, that (a) if Purchaser fails to object to any such action by Seller within ten (10) business days (or such shorter time period in which Seller is required to respond pursuant to the applicable Space Lease) after Seller gives Purchaser notice thereof, then Purchaser shall be deemed to have consented to such action, and (b) subject to Section 5.6.3, Seller may terminate any Space Lease with Purchaser’s consent, which consent will not be unreasonably withheld, conditioned or delayed, and, in connection with any such termination, Seller may permit the tenant to remain in occupancy, and/or extend the term of the lease, for a period not longer than the last date of the term of the New Seller Space Lease. Notwithstanding the foregoing, Seller makes no assurances, nor shall it be a condition to closing, that the Space Leases will be in good standing and performing or in force and effect on the Closing Date.

Space Leases. (i) Subject to this Section 13 and Section 14 hereof, between the date hereof and the Closing (such period hereinafter referred to as the "Contract Period"), Seller shall keep and maintain the Improvements and the Additional Property in the manner presently maintained and operated by Seller (excepting only ordinary wear and tear and natural deterioration and any maintenance which is the obligation of the Tenants to provide). Seller shall not (i) enter into any Space Leases, or (ii) terminate any Space Lease, or (iii) amend, modify, renew, or extend any Space Lease, (iii) consent to any assignment or sublease of a Space Lease which requires Seller’s consent, or (iv) take any other material action with respect to any Space Lease (excluding actions that Seller deems reasonably necessary to comply with the terms of, or otherwise avoid default or liability under, the applicable Space Lease; except in each case as provided that Seller shall use reasonable efforts to consult with Purchaser prior to taking any action with respect to the foregoing), except with the prior written consent of Purchaser, which consent may be granted or withheld in Purchaser’s sole discretion (except to the extent Seller is obligated as landlord to be reasonable for under such Space Lease, other than, in which event each case, with the consent of Purchaser’s consent will , not to be unreasonably withheld, conditioned or delayed); provided, however, that (a) if Purchaser fails to object to any such action by Seller within ten five (105) business days (or such shorter time period in which Seller is required to respond pursuant to the applicable Space Lease) after Seller gives Purchaser notice thereof, then Purchaser shall be is deemed to have consented to such actionSpace Lease Action, and (b) subject upon notice to Section 5.6.3Purchaser, Seller may terminate any Space Lease with Purchaser’s consent, which consent will not be unreasonably withheld, conditioned or delayed, and, in connection with any such termination, Seller may permit during the tenant to remain in occupancy, and/or extend the term Contract Period by reason of the lease, for a period not longer than Tenant's default thereunder (beyond the last date expiration of the term of the New Seller Space Leaseany applicable grace period) without Purchaser's prior consent. Notwithstanding the foregoing, Seller makes no assurances, nor shall it be a condition to closing, assurances that the Space Leases will be in good standing and performing or in force and effect on the Closing Date. Any new Space Lease, termination of a Space Lease, or amendment, modification, renewal, expansion, extension or waiver of any right to terminate any Space Lease (or any other action that results in liability for a brokerage commission) that in any case becomes effective from and after the date hereof being referred to herein as a "Space Lease Action". Seller shall promptly provide Purchaser with a copy of any written notice of default under any Space Lease given or received between the date hereof and the Closing Date. (ii) Purchaser shall pay to Seller at the Closing, in addition to the Purchase Price and the other amounts then due to Seller hereunder, an amount equal to the costs incurred by Seller in connection with any Space Lease Actions to which Purchaser consents or is deemed to have consented as contemplated by this Section 13 (including, without limitation, brokerage commissions, legal fees, takeover expenses, free rent, the costs of work performed by or on behalf of Seller in the Improvements and the Additional Property and work allowances incurred in connection with such Space Lease Actions). Purchaser, during the Contract Period, shall not contact, speak to, or commence any negotiations or discussions with any Tenant or prospective Tenant without the prior written consent of Seller in each case. Nothing contained in this Section 13 abrogates Purchaser's obligation to accept the Property in the condition described in Section 12 hereof.

Space Leases. 10.1. After the date of this Agreement, Seller shall not, without Purchaser's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed and shall be given or denied, with the reasons for such denial, within the applicable period specified in Section 10.2 hereof, (ia) enter into any Space Leases, (ii) amend, modify, renewa new lease for space in the Premises which is presently vacant or which may become vacant, or extend or renew any now existing Space Lease, except pursuant to the exercise by a tenant of a right or option to enter into a new lease, extend, renew or lease, or right of first offer or similar right contained in such tenant's existing Space Lease (iiia "New Lease") or (b) consent to any an assignment or sublease of a Space Lease which requires Seller’s consent, or (iv) take any other material action with respect subletting as to any Space Lease as to which Seller's consent is required and for which the conditions for Seller not to unreasonably withhold consent have not been satisfied (excluding actions that the "Assignment or Subletting"). Seller deems shall furnish Purchaser with all information in Seller's possession or required to be delivered to Seller under the applicable Space Lease or New Lease regarding such proposed New Lease or Assignment or Subletting, reasonably necessary to comply enable Purchaser to make informed decisions including in respect of a "New Lease" the form of "New Lease" being proposed for execution. Notwithstanding anything to the contrary contained in the previous provisions of this Section, Purchaser hereby approves of (a) the terms of the proposed "New Leases" set forth and described in Exhibit H annexed hereto, if any, so that any such New Lease which Seller desires to enter into in accordance with the terms of, or otherwise avoid default or liability under, the applicable Space Lease; provided that Seller provisions of this sentence shall use reasonable efforts to consult with Purchaser prior to taking any action with respect to the foregoing), except with the not require Purchaser's prior written consent of Purchaser, which consent may be granted or withheld in Purchaser’s sole discretion (except as to the extent Seller is obligated financial and other terms set forth and described in Exhibit H, but Purchaser's consent shall be required as to the form of the New Lease being proposed for execution prior to its execution and delivery by the tenant and Seller, in its capacity as landlord thereunder. Seller shall deliver to be reasonable under Purchaser a true and complete copy of each such Space New Lease or Assignment or Subletting, if any, promptly after the execution and delivery thereof. 10.1.1. Seller shall keep accurate records of all of the following types of expenses (collectively, "Expenses") incurred or payable by Seller in connection with any New Lease, in which event Purchaser’s consent will not be unreasonably withheld, conditioned or delayed); provided, however, that : (a) if brokerage commissions and fees to effect such leasing transaction, (b) expenses incurred for demolition, asbestos abatement, repairs, improvements, equipment, painting, decorating, partitioning and other items to satisfy the tenant's requirements with regard to such leasing transactions, (c) reimbursements to the tenant for the cost of any of the items described in the preceding clause (b), (d) legal fees for services in connection with the preparation of documents and other services rendered in connection with the effectuation of the leasing transaction, (e) without duplication of the foregoing, the obligations to reimburse the tenant for its initial tenant installations or improvements and (f) expenses incurred for the purpose of satisfying or terminating the obligations of a tenant under a New Lease to a landlord under another lease (whether or not such other lease covers space in the Premises). If, prior to the Closing, Seller shall have entered into a New Lease in accordance with the provisions of Section 10.1 above, at the Closing, (x) Purchaser fails shall reimburse Seller in the amount of all Expenses theretofore paid for or incurred by Seller, and (y) Seller shall credit Purchaser in the amount of any Rents or Additional Rents, including prepaid Rents, and Security Deposits, received by Seller under the New Lease in excess of a per diem amount for each day of the term of the New Lease through the day prior to object the Closing based upon Eighteen Dollars ($18.00) per annum per rentable square foot of the New Lease. Seller shall make available to Purchaser all records, bills, vouchers and other data in such Seller's control verifying such Expenses and the payment thereof. 10.1.2. Nothing herein shall be deemed to create any obligation on Seller's part to enter into any "New Lease" for space which is presently vacant or which may become vacant. 10.2. With respect to any such action by Seller matter to be submitted to Purchaser for its consent pursuant to Sections 10.1, 10.3 or 10.4 hereof, Purchaser shall consent or deny consent in writing within ten five (105) business days (or such shorter time period in which Seller is required to respond pursuant to the applicable Space Lease) after Seller gives receipt by Purchaser of Seller's notice thereof. If Purchaser's denial or objection is not given to Seller within such time period, then Purchaser shall be deemed to have granted its approval. 10.3. The right and privilege is reserved to Seller to institute summary proceedings against any tenant of a Space Lease for any material default or failure to perform by any such tenant prior to the time of the Closing provided Purchaser is given prior written notice of Seller's intent to commence such proceedings and Purchaser has consented thereto, which consent shall not be unreasonably withheld or delayed if Seller's rights and remedies under the Space Lease would be prejudiced if the Closing were not to such actionoccur prior to the Closing Date contemplated by this Agreement. It is agreed that no representations have been made and no responsibility is assumed by Seller with respect to the continued occupancy of the Premises, and or any part or parts thereof, by any tenant or tenants now or hereafter in possession. 10.4. Seller shall not prior to the Closing Date (a) modify in any respect or cancel any of the Space Leases or New Leases, (b) subject accept a surrender of any Space Lease or New Lease except pursuant to Section 5.6.3any right or option of tenant to do so contained in the Space Lease or New Lease, Seller may (c) terminate any Space Lease or New Lease except as provided in Section 10.3, or (d) extend, renew, replace or modify any Service Contract or enter into a new Service Contract except (x) with the Purchaser’s 's prior written consent, which consent will shall not be unreasonably withheldwithheld or delayed or (y) in the ordinary course of business, conditioned or delayedon a good faith, and, arms-length basis and in connection with the case of a new Service Contract if the applicable Service Contract can be terminated by the owner of the Premises without penalty on not more than thirty (30) days' notice. Subject to the foregoing provisions of this Section and without limiting any such terminationother provision of this Agreement, Seller may, at any time and from time to time prior to the Closing Date in the ordinary course of business (x) enforce (by legal process, agreement or otherwise) or decline to enforce any existing or future Space Lease, New Lease or Service Contract upon any breach of obligation by any party thereto, provided that Seller shall use good faith efforts to keep Purchaser advised with respect thereto, and subject to the provisions of Section 10.3; and (y) otherwise operate the Premises and improvements thereon in the normal course of business; provided, however, except as may permit be required by applicable law (and as limited in Section 12.5 hereof) or by the tenant terms and provisions of any Space Lease or New Lease (to remain the extent such obligation is not assumed by Purchaser), that Seller shall not be obligated to make any capital improvement or replacement or to replace any Equipment depleted in occupancy, and/or extend the term ordinary course of Seller's operation of the leasePremises, and Purchaser shall not be entitled to decline to consummate any transaction contemplated herein or to receive any abatement or other damages or compensation by reason of any act or transaction hereinbefore in this sentence described. 10.5. Seller shall use reasonable efforts (but without obligation to incur any material cost or expense or to pursue any remedy it may have against a tenant for its failure to comply) to obtain and deliver to Purchaser prior to Closing, a period not longer than written estoppel certificate in the last date form of Exhibit L attached hereto and made a part hereof signed by each tenant occupying space at the term of Premises. Seller shall furnish to Purchaser all correspondence and other written instruments obtained from such tenants in response to such request. The signed certificates are referred to herein as the New Seller Space Lease. Notwithstanding the foregoing, Seller makes no assurances, nor shall it be a condition to closing, that the Space Leases will be in good standing and performing or in force and effect on the Closing Date"Estoppel Certificates".

Space Leases. Seller Notwithstanding the provisions of Subsection 16.4(a) above, the following provisions shall not apply to Subleases that are “Space Leases” as hereinafter defined: (i) enter into For purposes of this Subsection (c), a “Space Lease” shall be any Sublease which involves the lease of all or a portion of the common area of the Improvements located on the Parcel to an unrelated third party. The term “Space LeasesLease” is therefore intended to cover leases of ancillary retail space, including, without limitation, restaurant and bar space, within buildings located on the Parcel but may not include a lease of an entire building located on the Parcel. The term “Space Lease” shall not include a lease of land only and shall also exclude any Sublease to an Affiliate of Lessee. (ii) amendIf this Lease is terminated prior to the expiration of its Term and provided Lessor has entered into a subordination, modifynon-disturbance and attornment agreement with such Sublessee in a form acceptable to Lessor in its sole but reasonable discretion, renewthen, or extend any Space Lease, (iii) consent to any assignment or sublease of so long as each tenant under a Space Lease which requires Seller’s consentcomplies with the terms and conditions of its Space Lease and shall attorn directly to Lessor, or Lessor shall attorn to such Space Lease in accordance with the terms of the applicable Space Lease except only as follows: (iv1) take Lessor shall not assume any other material action affirmative obligations of the landlord with respect to any Space Lease (excluding actions that Seller deems reasonably necessary e.g., to comply with the terms ofconstruct Improvements, to maintain and/or repair leased premises, or otherwise avoid default or liability underto maintain and/or repair common areas). In consideration of Lessor not assuming any such affirmative obligations, the applicable tenant under a Space Lease shall have the right (but not the obligation), alone or in conjunction with similarly situated tenants under other Space Leases, to perform any affirmative obligations of the landlord under the Space Lease and to set-off the amount expended by such tenant in performing such affirmative obligations against the rent due to Lessor under the Space Lease; provided that Seller shall use reasonable efforts to consult with Purchaser prior to taking any action with respect to the foregoing), except with the prior written consent of Purchaser, which consent may be granted or withheld in Purchaser’s sole discretion (except to the extent Seller is obligated as landlord to be reasonable under such Space Lease, in which event Purchaser’s consent will not be unreasonably withheld, conditioned or delayed); provided, however, that (a) if Purchaser fails unless Lessor has otherwise agreed, in no event shall such set-off reduce the rent payable to object to Lessor under any such action Space Lease below 60% of the rent otherwise payable thereunder. Lessor may agree to allow a greater set-off to a tenant under a Space Lease if Xxxxxx believes such a set-off is in the best interests of the Lessor. The tenant’s rights with respect to such affirmative obligations shall be limited to such a set-off right or, if permitted by Seller within ten (10) business days (or such shorter time period in which Seller is required to respond pursuant to the applicable terms of the Space Lease) after Seller gives Purchaser notice thereof, then Purchaser shall be deemed to have consented to such action, and (b) subject to Section 5.6.3, Seller may terminate any Space Lease with Purchaser’s consent, which consent will not be unreasonably withheld, conditioned or delayed, and, in connection with any such termination, Seller may permit the tenant to remain in occupancy, and/or extend the term of the lease, for a period not longer than the last date of the term of the New Seller terminating its Space Lease. Notwithstanding the foregoing, Seller makes In no assurances, nor event shall it be a condition tenant under a Space Lease have any right to closing, that the recover damages against Lessor for failing to perform any affirmative obligation under any Space Lease. (2) All Space Leases will shall be in good standing subject to the terms of Subsection 16.4(a) and performing or in force and effect on the Closing DateSubsection 16.4(b)(ii). (3) Except as specified herein, Lessor shall honor all provisions of any Space Lease.

Space Leases. (a) Purchaser and Seller shall not cooperate to attempt to obtain (i) enter into any landlord consents or other consents as may be necessary in connection with the assignment and assumption of the Space LeasesLeases or in connection with Purchaser’s acquisition of † Management Company (with respect to any such leases under which † Management Company is the lessee), and (ii) amend, modify, renew, or extend any landlord estoppels requested by Purchaser with respect to the Space Lease, (iii) Leases. If despite the parties’ good faith efforts to obtain any such required consent to any such assignment or sublease of a Space Lease which requires Seller’s consentcannot be obtained, or (iv) take any other material action with respect Purchaser may elect to any Space Lease (excluding actions that Seller deems reasonably necessary to comply with the terms of, or otherwise avoid default or liability under, sublease the applicable Leased Space Lease; from Seller provided that Seller shall use reasonable efforts to consult with Purchaser prior to taking any action with respect to the foregoing)all necessary consents, except with the prior written consent of Purchaserif any, which consent may be granted or withheld in Purchaser’s sole discretion (except to the extent Seller is obligated as landlord to be reasonable under such Space Lease, in which event Purchaser’s consent will not be unreasonably withheld, conditioned or delayed); provided, however, that (a) if Purchaser fails to object to any such action by Seller within ten (10) business days (or such shorter time period in which Seller is required to respond pursuant to the applicable Space Lease) after Seller gives Purchaser notice thereof, then Purchaser shall be deemed to have consented to such action, and (b) subject to Section 5.6.3, Seller may terminate any Space Lease with Purchaser’s consent, which consent will not be unreasonably withheld, conditioned or delayed, and, in connection with any such termination, Seller may permit sublease are obtained. Any such sublease shall be on the tenant to remain in occupancy, and/or extend same economic terms and for the term of same duration as the lease, for a period not longer than the last date of the term of the New Seller applicable Space Lease. Notwithstanding the foregoing, Seller makes no assurances, nor It shall it be a condition to closingPurchaser’s obligation to assume any Space Lease or to sublease the space leased thereunder that Purchaser receive a landlord estoppel reasonably acceptable to Purchaser. The inability to obtain consents necessary to assume any Space Lease (or to the change in ownership of † Management Company where † Management Company is the lessee) or sublease the space leased thereunder shall not be deemed to be a failure of a condition to Closing. In connection with obtaining the consents described in this Section, that the parties shall also endeavor to have the landlords release the current tenants (other than † Management Company) and any guarantors from any liability under the Space Leases will with respect to the period after Closing. (b) The parties have agreed that (assuming Closing occurs) † Management Company shall have the right to assign the Home Office Lease to † (or another Person designated by †) as of the end of the fifth lease year or (if not previously so assigned) as of the end of any lease year thereafter, and to be released from any further liability thereunder (other than with respect to events or circumstances that occurred between the date Purchaser acquired † Management Company and the date of such assignment) upon such assignment; provided that † Management Company shall not be entitled to make such an assignment at any time when a material default exists under the Home Office Lease (although † Management Company may thereafter assign the Home Office Lease in good standing accordance with the terms of this Section if such material default is first cured). Accordingly, † hereby agrees to so assume (or cause another Person to assume) the Home Office Lease upon not less than six months’ and performing not more than eighteen months’ prior written notice (an “Assignment Notice”) from † Management Company effective upon the end of the fifth lease year or (if not previously so assigned) as of the end of any lease year thereafter, provided that the Home Office Landlord (i) consents to such assignment, and (ii) agrees that † Management Company shall be released from any liability under the Home Office Lease with respect to events or circumstances first occurring during the period from and after the date of such assignment (such consent and agreement to be evidenced by a written “Home Office Consent and Release”). Commencing promptly after † receives an Assignment Notice, † shall use commercially reasonable efforts to obtain the Home Office Consent and Release. If the Home Office Consent and Release is not obtained by the date which is 60 days after the delivery of the Assignment Notice, then † Management Company may deliver the Termination Notice referenced in force Section 2.4 of the Home Office Lease, and effect † shall pay the Termination Fee referenced in such Section 2.4. Because such Termination Fee is required to be delivered simultaneously with such Termination Notice, † shall remit such Termination Fee to † Management Company (or, at his election, directly to Home Office Landlord with evidence thereof to † Management Company) within ten days after notice from † Management Company that it has elected to deliver such Termination Notice. If † fails to so remit the Termination Fee, † Management Company may itself pay the Termination Fee to Home Office Landlord, and † shall on demand reimburse † Management Company therefor with interest thereon at the prime rate of interest (as reported in the Wall Street Journal) plus six percent per annum until paid in full. If the Home Office Lease is assigned to † (or his designee) as contemplated by this Section 6.5(b), then (1) † Management Company and Purchaser shall indemnify † (or such designee) against any liability under such lease arising out of any events or circumstances taking place during the period from the date Purchaser acquired † Management Company to the date of such assignment, and (2) † shall indemnify † Management Company and Purchaser against any liability under such lease arising out of any events or circumstances taking place after the date of any such assignment. Without limiting the generality of the foregoing, † shall pay any termination fees due under such lease arising after any such assignment. The terms of this Section 6.5(b) shall survive Closing Dateand shall not be subject to or limited by any of the provisions of Article 7 hereof (e.g. amounts due shall not be subject to the liability caps or survival period limitations set forth therein).