LEASE;
(C)
EXCEPT AS SET FORTH ON SCHEDULE 4.1(C), AS
OTHERWISE NECESSARY IN ORDER TO IMPLEMENT THE TRANSACTIONS CONTEMPLATED HEREIN,
MINOR EASEMENTS AND RIGHTS OF WAY THAT QUALIFY AS PERMITTED EXCEPTIONS, AND
LEASING ACTIVITIES IN THE ORDINARY COURSE OF BUSINESS THAT DO NOT VIOLATE THE
RESTRICTIONS SET FORTH IN PARAGRAPHS (G), (H) AND (I) BELOW, SELLER WILL NOT
SELL, TRANSFER, ASSIGN, PLEDGE, GROUND LEASE OR OTHERWISE DISPOSE OF, OR
TRANSFER OR GRANT ANY RIGHT OR INTEREST IN, ANY OF THE PROPERTIES;
14
(D)
SELLER WILL NOT AND WILL NOT CAUSE PROPERTY
OWNERS TO GRANT ANY ADDITIONAL LIENS ON ANY PROPERTY THAT WILL ENCUMBER SUCH
PROPERTY FOLLOWING THE CLOSING (OTHER THAN PERMITTED EXCEPTIONS);
(E)
SELLER WILL NOT AND WILL NOT CAUSE ANY
PROPERTY OWNER TO AMEND, MODIFY, SUPPLEMENT ANY EXISTING, OR ENTER INTO ANY NEW,
EQUIPMENT LEASE THAT WILL CONTINUE TO ENCUMBER A PROPERTY FOLLOWING THE CLOSING
(EXCEPT AS NECESSARY IN ORDER TO IMPLEMENT THE TRANSACTIONS CONTEMPLATED HEREIN)
UNLESS SUCH EQUIPMENT LEASE IS AMENDED, MODIFIED, SUPPLEMENTED OR ENTERED INTO,
AS APPLICABLE, IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE
AND EITHER (1) WILL NOT REQUIRE TOTAL PAYMENTS IN EXCESS OF THREE HUNDRED
THOUSAND DOLLARS ($300,000) PER ANNUM AND IS TERMINABLE BY SELLER ON ONE (1)
YEAR'S NOTICE OR LESS OR (2) IS TERMINABLE BY SELLER WITHOUT PENALTY ON NINETY
(90) DAYS' NOTICE OR LESS;
(F)
EXCEPT AS PERMITTED OR REQUIRED UNDER
THIS AGREEMENT, OR AS MAY BE REQUIRED BY THE APPLICABLE LENDER IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, SO LONG AS THE SAME DO NOT
EXPAND PURCHASER'S, NEWCO'S, RICHMOND'S OR STONERIDGES' OBLIGATIONS BEYOND THE
CURRENT OBLIGATION OF SELLER OR ANY OTHER SRH ENTITIES, SELLER WILL NOT AND WILL
NOT CAUSE ANY PROPERTY OWNER TO MODIFY, AMEND OR SUPPLEMENT ANY OF THE DOCUMENTS
GOVERNING THE ASSUMED MORTGAGE DEBT (THE "ASSUMED LOAN DOCUMENTS") OR THE
DOCUMENTS GOVERNING THE SATISFIED MORTGAGE DEBT;
(G)
EXCEPT AS PERMITTED BY SCHEDULE 4.1(G),
SELLER WILL NOT CAUSE ANY PROPERTY OWNER TO ENTER INTO ANY NEW LEASE UNLESS SUCH
NEW LEASE OR MODIFICATION IS ENTERED INTO PURSUANT TO THE FOLLOWING PROCEDURES:
(1) BEFORE FINALIZING ANY LEASE OR AMENDMENT OR MODIFICATION THERETO, SELLER
WILL SUBMIT A TERM SHEET FOR THE LEASE (A "LEASE TERM SHEET") CONTAINING THE
TERMS OF THE LEASE OR THE AMENDMENT OR MODIFICATION THERETO (INCLUDING, WITHOUT
LIMITATION, ALL LEASING COMMISSIONS OR SIMILAR TERMS PAYABLE WITH RESPECT TO
SUCH PROPOSED LEASE) TO AN INDIVIDUAL DESIGNATED BY PURCHASER FOR ITS WRITTEN
APPROVAL, WHICH APPROVAL PURCHASER AGREES WILL NOT BE UNREASONABLY WITHHELD,
CONDITIONED OR DELAYED SO LONG AS EXISTING LEASE FORMS ARE USED WITH REASONABLE
MODIFICATIONS, (2) UPON RECEIPT OF THE LEASE TERM SHEET FOR A PROPOSED LEASE OR
AMENDMENT OR MODIFICATION THERETO, PURCHASER WILL NOTIFY SELLER IN WRITING
PROMPTLY AND IN ANY EVENT WITHIN THREE (3) BUSINESS DAYS OF RECEIPT THEREOF OF
ANY OBJECTION PURCHASER MAY HAVE TO ANY OF THE TERMS THEREOF (AND ANY FAILURE TO
RESPOND IN WRITING WITHIN SUCH THREE (3) BUSINESS DAY PERIOD WILL BE DEEMED
APPROVAL), AND (3)