Contracts. Seller shall not amend, modify, extend, cancel or terminate any Contract or enter into any new contract with respect to a Property or any portion thereof (except for contracts entered into by or on behalf of a Seller in the ordinary course of business that are terminable without cause, termination fee or penalty on not more than 30-days' notice), without the prior consent of Purchaser, in Purchaser’s sole discretion. Each Seller shall notify Purchaser of such Seller’s intent to take any of the foregoing actions set forth in this Section 5.2. If Purchaser under this Section 5.2 neither approves or disapproves such action within five (5) business days of receipt of notice of the same, Purchaser shall be deemed to have approved such action); provided, however, notwithstanding anything stated to the contrary herein, each Seller may, at any time without Purchaser's consent, enter into # any contract required for such Seller to comply with certain terms and provisions contained in any Lease, # any contract necessary for health and/or safety reasons relating to the Property owned by such Seller, or # any contract necessary for the maintenance of such Real Property or for any emergency repair or repairs; provided that in each case, unless Purchaser expressly agrees to assume such Contract, Seller shall terminate such Contract effective as of or prior to applicable the Closing Date and any charges accruing thereunder on or after the applicable Closing Date and through the date of actual termination (including any termination fee or penalty) shall be the responsibility of such Seller.

New Contracts. Without Purchaser’s prior written consent in each instance (which consent shall not be unreasonably withheld, conditioned or delayed), Seller will not enter into or amend, terminate, waive any default under, or grant concessions regarding any contract or agreement that will be an obligation affecting the Property or binding on the Purchaser after the Closing except contracts entered into in the ordinary course of business that are terminable without cause or penalty on 30-days’ notice (and Seller agrees to terminate any such contracts by the Closing Date unless otherwise requested by Purchaser prior to the expiration of the Due Diligence Period) (“New Contracts”). Seller shall be solely responsible for the payment of any termination fees, penalties or other related expenses due and owing under any of the New Contracts in connection with the termination of same, said payments to be made to any such New Contract provider on or prior to the Closing Date

New Contracts. During the pendency of this Agreement, Seller will not enter into any contract that will be an obligation affecting the Property subsequent to the Closing, except contracts entered into in the ordinary course of business that are terminable without cause on not more than 30-days’ notice and without payment of a termination fee (other than in a nominal amount) which could be binding on Purchaser or the Property after Closing, without the prior consent of the Purchaser, which shall not be unreasonably withheld, conditioned or delayed, except that from and after the expiration of the Due Diligence Period, Purchaser may withhold its consent thereto in its sole and absolute discretion. In connection with any request for such consent, if Purchaser fails to object in writing to any such agreement within three (3) business days after receipt thereof, Purchaser will be deemed to have approved Seller’s entering into such new contract or agreement. Any notice from Purchaser rejecting the new contract or agreement shall include a description of the reasons for Purchaser’s rejection.