Common use of Tenancies Clause in Contracts

Tenancies. The title of Seller to the Property at Closing shall be subject to the rights of persons and/or entities which are currently tenants of the Property pursuant to the Lease, as set forth on Exhibit D annexed hereto, and persons, and/or entities which shall hereafter become tenants of the Property pursuant to leases entered into in accordance with this Article 5 (the “Tenancy” or “Tenancies” and any lease entered into in accordance with this Article 5 shall constitute a “Lease” hereunder and, together with the Lease, shall constitute the “Leases” hereunder). It is distinctly understood and agreed that Seller does not undertake or guarantee that the Tenancies existing on the date hereof will be in force and effect at Closing, and Purchaser agrees that the removal or vacation of tenants prior to Closing shall not give rise to any claim on the part of Purchaser under paragraph 15 hereof. With Purchaser’s consent, Seller shall have the right, but not the obligation, to institute summary proceedings or take such other legal action as it desires in the event of any default or failure of a tenant to perform under its lease prior to Closing. In addition, with Purchaser’s consent (which shall not be unreasonably withheld, conditioned, or delayed), Seller may apply the security deposit of any tenant who is in default under such tenant’s lease prior to Closing. Seller may not without the consent of Purchaser, lease any space now vacant or which may become vacant between the date hereof and Closing, or modify or renew any existing Tenancy. The expenses and costs incurred by Seller in connection with any such lease for decorating, repairs and brokerage commissions pursuant to the Commission Agreement, shall be prorated over the term of such lease and Purchaser shall assume and pay such costs for the lease period from the Closing Date to the date of expiration of such. Purchaser agrees to assume the obligations of Seller under the Lease and the Commission Agreement first arising from and after the Closing Date (including, by way of example and not limitation, any obligations under the Commission Agreement relating to an expansion, extension, or renewal of a lease which event occurs after the Closing Date), except that the Seller shall be solely responsible for the lease commissions arising pursuant to agreements other than the Commission Agreement and/or relating to the original Lease and initial term thereof. Purchaser and Seller shall each indemnify the other from and against any liability which may arise with respect to the Tenancies arising during their respective ownership. Not later than forty-five (45) days prior to the Closing Date, Seller shall submit to Tenant for execution an Estoppel Certificate in the form attached hereto as Exhibit I (the “Tenant Estoppel”) and, at all times thereafter, Seller shall use commercially reasonable efforts to cause Tenant to deliver the Tenant Estoppel; provided that such efforts shall not require the Seller to declare a default under the Lease or to institute litigation. Pursuant to a license agreement in the form attached hereto as Exhibit J (the “License Agreement”), during the period from the Closing Date through April 30, 2015 (the “License Term”), Seller (and one or more of Seller’s affiliates currently occupying the Property) shall be permitted to occupy the approximately 126,474 square feet of space in the Improvements more fully described in the License Agreement. Seller shall pay a license fee under the License Agreement equal to $40,000 per month (gross, but net of utilities) (the “License Fee”). During the pendency of this Agreement, Purchaser shall have the right to seek tenants for the property on terms acceptable to Purchaser, provided that (i) any such lease will commence after Closing; (ii) any such efforts will not interfere with the use or occupancy of the premises by Landlord or its Tenants; and (iii) Purchaser shall not publicly advertise the Property for rent in any manner. With respect to any other space that becomes vacant, Purchaser shall have the right to market same consistent with the terms of preceding section. This provision shall survive Closing.

Tenancies. The title of Seller to That the rent roll, attached hereto and incorporated herein as Exhibit "E" ("Rent Roll"), accurately sets forth all tenants and/or occupants presently, with the rights to, or in possession of, the Property at Closing shall be subject to and that all the rights of persons and/or entities which are currently tenants of the Property pursuant to the Lease, as information set forth on Exhibit D annexed heretotherein is true and correct and the leases for the tenant's described therein are in full force and effect; that Seller shall take no action by act or omission, that would result in a default by Seller under or a termination of any of said leases or occupancy agreements; that each of such occupants and tenants have accepted possession of its respective demised premises, and persons, and/or entities which shall hereafter become tenants has commenced payment of the Property pursuant to leases entered into rent in accordance with this Article 5 (the “Tenancy” terms of its respective lease or “Tenancies” and any lease entered into occupancy agreement; that, to the knowledge of Seller, that there are in accordance with this Article 5 shall constitute a “Lease” hereunder and, together with the Lease, shall constitute the “Leases” hereunder). It is distinctly understood and agreed that Seller does not undertake existence no promissory notes or guarantee that the Tenancies existing on the date hereof will be in force and effect at Closing, and Purchaser agrees that the removal other documents or vacation of tenants prior to Closing shall not give rise to any claim instruments evidencing an obligation on the part of Purchaser any tenant or occupant in the Property to pay rentals or other sums due under paragraph 15 hereof. With Purchaser’s consentany of said tenant leases or occupancy agreements; that, to the knowledge of Seller, there are no monetary defaults of any nature and no non-monetary defaults of a material nature on the part of the tenant or landlord under any of the tenant leases or occupancy agreements affecting the Property; that there are no rentals prepaid by more than thirty (30) days, security deposits, rent concessions or other concessions in connection with any of said tenant leases or occupancy agreements, except as specifically set forth on the Rent Roll; that, to the knowledge of Seller, all alterations, installations, decorations and other work required to be performed by the landlord, as of the Effective Date and re- acknowledged as of the date of Closing, under the provision of any tenant lease or occupancy agreement have been completed and fully paid; that Seller has not and will not collect any of the rents of other sums arising or accruing under any of said tenant leases, occupancy agreements or any new leases entered into by Seller, more than thirty (30) days in advance of the time when they shall become due; that there are no proceedings pending before any court or agency to which Seller or the Property is a party affecting any of the tenant leases or occupancy agreements; that Seller has not given or suffered any assignment, pledge, or encumbrance in respect to any of the tenant leases or occupancy agreements or its interests thereunder; that Seller has received no written notice, from any tenant or occupant listed on the Rent Roll alleging that any provision in its lease violates any other lease or any restrictive covenant or governmental requirement affecting the Property; that any allowances required to be paid by Seller on or prior to Closing to any tenant set forth on the Rent Roll (as updated) shall be paid by Seller in full on or before the date of Closing; that, except for the tenants listed on the Rent Roll, the Property is not subject to any lease, and that, from and after the expiration of the Inspection Period and so long as this Contract remains in force, Seller shall have will not, without the rightprior written consent of Purchaser, but such consent not the obligation, to institute summary proceedings or take such other legal action as it desires in the event of any default or failure of a tenant to perform under its lease prior to Closing. In addition, with Purchaser’s consent (which shall not be unreasonably withheld, conditionedlease or convey all or any portion of the Property, or delayed)enter into any agreement granting to any person any right in respect to the Property, or any portion thereof, or alter, amend or modify the terms of said existing tenant leases or occupancy agreements in any manner or respect whatsoever; that prior to the expiration of the Inspection Period, Seller may apply shall be permitted to lease portions of the security deposit Property or alter, amend, or modify the terms of any existing tenant who leases; provided that, Purchaser shall have a minimum of five (5) business days from actual receipt (notwithstanding the second sentence of Paragraph 13) of such new lease, amendment or modification to review same and the Inspection Period shall be extended, if necessary, to give Purchaser such full five (5) business day period to examine same and so as to permit Purchaser to cancel this Contract in the event Purchaser is dissatisfied with such lease, amendment or modification, in default under Purchaser's sole discretion, with failure to so notify Seller of Purchaser's election being deemed to be acceptance of such tenant’s lease prior lease, amendment or modification; that all leases relative to Closing. the tenants listed on the Rent Roll are assignable by Seller may not without the consent of Purchaserany other party; that there exists as of the Effective Date, lease and at Closing will exist, no unpaid broker's or leasing commissions (including commissions of Agent) and no agreements for Leasing Commissions under any space now vacant tenant leases or which may become vacant between occupancy agreements related to or affecting the date hereof Property, except as set forth in subparagraph 3(a) above and Closing, or modify or renew any existing Tenancy. The expenses and costs incurred by Seller in connection with any such lease for decorating, repairs and brokerage commissions pursuant to the Commission Agreement, further except Purchaser shall be prorated over required to pay to Agent a leasing commission (the term of such lease and Purchaser shall assume and pay such costs for the lease period from the Closing Date to the date of expiration of such. Purchaser agrees to assume the obligations of Seller under the "Equity Lease and the Commission Agreement first arising from and after the Closing Date (including, by way of example and not limitation, any obligations under the Commission Agreement relating to an expansion, extension, or renewal of a lease which event occurs after the Closing Date), except that the Seller shall be solely responsible for the lease commissions arising pursuant to agreements other than the Commission Agreement and/or relating to the original Lease and initial term thereof. Purchaser and Seller shall each indemnify the other from and against any liability which may arise Commission") with respect to the Tenancies arising during their respective ownership. Not later than forty-five (45) days prior to execution of any new lease, the Closing Daterenewal of the term of any existing lease, Seller shall submit to Tenant for execution an Estoppel Certificate in or the form attached hereto expansion or relocation of the leased premises under any existing lease, so long as Exhibit I (the “Tenant Estoppel”) and, at all times thereafter, Seller shall use commercially reasonable efforts to cause Tenant to deliver the Tenant Estoppel; provided that such efforts shall not require the Seller to declare a default under the Lease or to institute litigation. Pursuant to a license agreement in the form attached hereto as Exhibit J (the “License Agreement”), during the period from the Closing Date through April 30, 2015 (the “License Term”), Seller (and one or more of Seller’s affiliates currently occupying the Property) shall be permitted to occupy the approximately 126,474 square feet of space in the Improvements more fully described in the License Agreement. Seller shall pay a license fee under the License Agreement equal to $40,000 per month (gross, but net of utilities) (the “License Fee”). During the pendency of this Agreement, Purchaser shall have the right to seek tenants for the property on terms acceptable to Purchaser, provided that (i) any such new lease, lease will commence expansion, renewal or relocation is entered into by Purchaser within the first ninety (90) days after the Closing; , (ii) such agreement is not entered into pursuant to the exercise of an option or right granted to such tenant under the terms of any such efforts will not interfere with the use or occupancy lease existing as of the premises by Landlord or its Tenants; Closing and (iii) the applicable tenant has either delivered to Purchaser and Seller or Agent a "lease application" prior to Closing (each such applicable transaction being referred to herein as a "Commission Transaction"). The Equity Lease Commission on any Commission Transaction shall not publicly advertise the Property for rent in any manner. With respect to any other space that becomes vacant, Purchaser shall have the right to market same consistent with the terms of preceding section. This provision shall survive Closing.be calculated as follows:

Tenancies. The title rent roll attached hereto as Exhibit "E" sets forth all tenants presently in possession of the Property. True copies of the Tenant Leases, together with any written modifications thereof, shall be furnished by Seller to the Property at Closing shall be subject Buyer prior to the rights of persons and/or entities which are currently tenants close of the Property pursuant inspection period. To the best to Seller's knowledge, the Tenant Leases are in full force and effect; and have not been amended or modified except as shown on Exhibit "B". From the date hereof until the date of closing, Seller shall take no action, by act or omission, that would result in a default by Seller under, or a termination of any, of said tenant leases. To Seller's best knowledge, there are no defaults under any of said leases. Seller has not collected and will not collect any of the rents or other sums arising or accruing under any of said tenant more than thirty (30) day prior to the Lease, as set forth on Exhibit D annexed heretotime when they shall become due. Each of such tenants has accepted possession of its respective demised Premises without reservation, and persons, and/or entities which shall hereafter become tenants has commenced payment of the Property pursuant to leases entered into rent in accordance with this Article 5 (the “Tenancy” or “Tenancies” and any lease entered into in accordance with this Article 5 shall constitute a “Lease” hereunder andterms of its respective lease. To the best of Seller's knowledge, together with the Lease, shall constitute the “Leases” hereunder). It is distinctly understood and agreed that Seller does not undertake or guarantee that the Tenancies existing on the date hereof will be in force and effect at Closing, and Purchaser agrees that the removal or vacation of tenants prior to Closing shall not give rise to any claim there are no defaults on the part of Purchaser the landlord under paragraph 15 hereofany of said tenant leases. With Purchaser’s consentTo the best of Seller's knowledge, there are no defaults of any nature on the part of the tenant under any of the leases affecting the Property. To the best of Seller's knowledge, except for the tenancies described on the attached Exhibit "B" the Property is not subject to any lease or claim of tenant in possession. So long as this Contract remains in force, Seller shall have will not lease all or any portion of the rightProperty, but not or enter into any agreement granting to any person any right with respect to the obligationProperty, to institute summary proceedings or take such other legal action as it desires in the event of any default portion thereof, of alter, amend or failure modify the terms of a said existing tenant to perform under its lease leases without the prior to Closing. In additionwritten consent of Purchaser, with Purchaser’s which consent (which shall not be unreasonably withheld. Nothing in this paragraph shall prohibit Seller from continuing in its negotiations with the General Services Administration (Internal Revenue Service) for the renewal of its current lease, conditionedand the amendment of the lease to increase the square footage of that lease. Except as otherwise provided in the Tenant Leases, or delayed), Seller may apply the security deposit of any tenant who is in default under such tenant’s lease prior to Closing. Seller may not Tenant Leases are assignable without the consent of Purchaser, lease any space now vacant or which may become vacant between the date hereof and Closing, or modify or renew any existing Tenancy. The expenses and costs incurred by Seller in connection with any such lease for decorating, repairs and brokerage commissions pursuant to the Commission Agreement, shall be prorated over the term of such lease and Purchaser shall assume and pay such costs for the lease period from the Closing Date to the date of expiration of such. Purchaser agrees to assume the obligations of Seller under the Lease and the Commission Agreement first arising from and after the Closing Date (including, by way of example and not limitation, any obligations under the Commission Agreement relating to an expansion, extension, or renewal of a lease which event occurs after the Closing Date), except that the Seller shall be solely responsible for the lease commissions arising pursuant to agreements party other than the Commission Agreement and/or relating to the original Lease and initial term thereof. Purchaser and Seller shall each indemnify the other from and against any liability which may arise with respect to the Tenancies arising during their respective ownership. Not later than forty-five (45) days prior to the Closing Date, Seller shall submit to Tenant for execution an Estoppel Certificate in the form attached hereto as Exhibit I (the “Tenant Estoppel”) and, at all times thereafter, Seller shall use commercially reasonable efforts to cause Tenant to deliver the Tenant Estoppel; provided that such efforts shall not require the Seller to declare a default under the Lease or to institute litigation. Pursuant to a license agreement in the form attached hereto as Exhibit J (the “License Agreement”), during the period from the Closing Date through April 30, 2015 (the “License Term”), Seller (and one or more of Seller’s affiliates currently occupying permanent lender on the Property) shall be permitted to occupy the approximately 126,474 square feet of space in the Improvements more fully described in the License Agreement. Seller shall pay a license fee under the License Agreement equal to $40,000 per month (gross, but net of utilities) (the “License Fee”). During the pendency of this Agreement, Purchaser shall have the right to seek tenants for the property on terms acceptable to Purchaser, provided that (i) any such lease will commence after Closing; (ii) any such efforts will not interfere with the use or occupancy of the premises by Landlord or its Tenants; and (iii) Purchaser shall not publicly advertise the Property for rent in any manner. With respect to any other space that becomes vacant, Purchaser shall have the right to market same consistent with the terms of preceding section. This provision shall survive Closing.

Tenancies. The title rent roll attached hereto as Exhibit "D" sets forth all tenants presently in possession of the Property. True copies of the Tenant Leases, together with any written modifications thereof, shall be furnished by Seller to Buyer prior to April 21, 1999. To the Property at Closing best of Seller's knowledge, the Tenant Leases are in full force and effect; and have not been amended or modified except as shown on Exhibit "C". From the date hereof until the date of closing, Seller shall be subject take no action, by act or omission, that would result in a default by Seller under, or a termination of any, of said tenant leases. To Seller's best knowledge, there are no defaults under any of said leases. Seller has not collected and will not collect any of the rents or other sums arising or accruing under any of said tenant more than thirty (30) days prior to the rights time when they shall become due. Each of persons and/or entities which are currently such tenants has accepted possession of the Property pursuant to the Lease, as set forth on Exhibit D annexed heretoits respective demised Premises without reservation, and persons, and/or entities which shall hereafter become tenants has commenced payment of the Property pursuant to leases entered into rent in accordance with this Article 5 (the “Tenancy” or “Tenancies” and any lease entered into in accordance with this Article 5 shall constitute a “Lease” hereunder andterms of its respective lease. To the best of Seller's knowledge, together with the Lease, shall constitute the “Leases” hereunder). It is distinctly understood and agreed that Seller does not undertake or guarantee that the Tenancies existing on the date hereof will be in force and effect at Closing, and Purchaser agrees that the removal or vacation of tenants prior to Closing shall not give rise to any claim there are no defaults on the part of Purchaser the landlord under paragraph 15 hereofany of said tenant leases. With Purchaser’s consentTo the best of Seller's knowledge, there are no defaults of any nature on the part of the tenant under any of the leases affecting the Property. To the best of Seller's knowledge, except for the tenancies described on the attached Exhibit "C" the Property is not subject to any lease or claim of tenant in possession. So long as this Contract remains in force, Seller shall have will not lease all or any portion of the rightProperty, but not or enter into any agreement granting to any person any right with respect to the obligationProperty, to institute summary proceedings or take such other legal action as it desires in the event of any default portion thereof, or failure alter, amend or modify the terms of a said existing tenant to perform under its lease leases without the prior to Closing. In additionwritten consent of Purchaser, with Purchaser’s which consent (which shall not be unreasonably withheld. Except as otherwise provided in the Tenant Leases, conditioned, or delayed), Seller may apply the security deposit of any tenant who is in default under such tenant’s lease prior to Closing. Seller may not Tenant Leases are assignable without the consent of Purchaser, lease any space now vacant or which may become vacant between the date hereof and Closing, or modify or renew any existing Tenancy. The expenses and costs incurred by Seller in connection with any such lease for decorating, repairs and brokerage commissions pursuant to the Commission Agreement, shall be prorated over the term of such lease and Purchaser shall assume and pay such costs for the lease period from the Closing Date to the date of expiration of such. Purchaser agrees to assume the obligations of Seller under the Lease and the Commission Agreement first arising from and after the Closing Date (including, by way of example and not limitation, any obligations under the Commission Agreement relating to an expansion, extension, or renewal of a lease which event occurs after the Closing Date), except that the Seller shall be solely responsible for the lease commissions arising pursuant to agreements party other than the Commission Agreement and/or relating to the original Lease and initial term thereof. Purchaser and Seller shall each indemnify the other from and against any liability which may arise with respect to the Tenancies arising during their respective ownership. Not later than forty-five (45) days prior to the Closing Date, Seller shall submit to Tenant for execution an Estoppel Certificate in the form attached hereto as Exhibit I (the “Tenant Estoppel”) and, at all times thereafter, Seller shall use commercially reasonable efforts to cause Tenant to deliver the Tenant Estoppel; provided that such efforts shall not require the Seller to declare a default under the Lease or to institute litigation. Pursuant to a license agreement in the form attached hereto as Exhibit J (the “License Agreement”), during the period from the Closing Date through April 30, 2015 (the “License Term”), Seller (and one or more of Seller’s affiliates currently occupying permanent lender on the Property) shall be permitted to occupy the approximately 126,474 square feet of space in the Improvements more fully described in the License Agreement. Seller shall pay a license fee under the License Agreement equal to $40,000 per month (gross, but net of utilities) (the “License Fee”). During the pendency of this Agreement, Purchaser shall have the right to seek tenants for the property on terms acceptable to Purchaser, provided that (i) any such lease will commence after Closing; (ii) any such efforts will not interfere with the use or occupancy of the premises by Landlord or its Tenants; and (iii) Purchaser shall not publicly advertise the Property for rent in any manner. With respect to any other space that becomes vacant, Purchaser shall have the right to market same consistent with the terms of preceding section. This provision shall survive Closing.