America Online 2010 Annual Report Download - page 154

6.2.3 No Violations. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Purchaser do not
in any material respect (i) violate or conflict with the certificate of formation of Purchaser, (ii) violate or conflict with any judgment, decree or
order of any court applicable to or affecting Purchaser, (iii) to Purchaser's knowledge, breach the provisions of, or constitute a default under, any
contract, agreement, instrument or obligation to which Purchaser is a party or by which Purchaser is bound, or (iv) to Purchaser's knowledge,
violate or conflict with any law applicable to Purchaser, in all cases, in a manner that impacts the enforceability of this Agreement.
6.3 Maintenance and Operation of Property.
6.3.1 From the Effective Date through the Closing Date (the "Contract Period"), Seller shall (i) maintain in full force and effect all of the insurance
policies and coverages currently in effect with respect to the Property; (ii) operate, manage and maintain the Property, including without
limitation, the building systems, software systems and plant equipment related to the Buildings in the manner consistent with current practices;
(iii) make such repairs and replacements as are reasonably required of Seller under the Leases; (iv) inform Purchaser promptly of any default
under any Lease and of any litigation, arbitration proceeding or administrative hearing that affects the Property in any manner and which is
instituted after the Effective Date; and (v) perform and comply with the obligations of the lessor under the Leases.
6.3.2 During the Contract Period, Seller shall not, without Purchaser's prior written consent (i) execute new contracts for services to the Property that
will be effective on or after the Closing Date (which consent shall not be unreasonably withheld, conditioned or delayed); (ii) create, grant or
record any liens or encumbrances on title, except in accordance with this Agreement; (iii) except as otherwise required by the Leases, modify,
amend, supplement, renew, extend or terminate any of the Leases or consent to the assignment of any Lease or to any sublease of any portion of
the Property; (iv) enter into any new leases or occupancy agreements of any kind for any portion of the Property; (v) make or permit to be made
any alterations to or upon the Property (other than alterations made pursuant to one of the Leases) (which consent shall not be unreasonably
withheld, conditioned or delayed); or (vi) consent to any change in the zoning classification applicable to the Property.
6.3.3 Termination of Service Contracts; Assignment of TCG Agreement. On or before the Closing Date, Seller will terminate the Service Contracts
with respect to the Property; provided, however, subject to receipt of the necessary consents, which Seller shall use commercially reasonable
efforts to obtain, at Closing, Seller shall assign to Purchaser all right, title
25