such cancellation or termination, a new
service contract or equipment lease on substantially similar or more favorable
terms is entered into and the same is terminable upon thirty (30) days' notice
or, in the case of any extension or renewal of a Service Contract or entering
into of any new service contract or equipment lease, the same may be terminated
on not more than thirty (30) days notice.
Each Seller shall give Buyer written
notice prior to taking any of the actions referred to in this Section 15.1 (c),
which notice shall include the material terms of the proposed action as well as
a request for Buyer's consent thereto if such consent is required by the terms
of the foregoing provisions of this Subsection (c).
If Buyer does not respond
to such notice within five (5) Business Days after receipt thereof, time being
of the essence with respect thereto, Buyer shall be deemed to have consented to
such actions, as set forth in Section 15.4 below.
(D)
SELLERS SHALL NOT MAKE ANY EXPENDITURES WITH RESPECT TO THE PROPERTIES
WHICH ARE NOT IN THE ORDINARY COURSE OF BUSINESS IN ACCORDANCE WITH PRESENT
BUSINESS PRACTICES WITHOUT BUYER'S CONSENT (WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD, CONDITIONED OR DELAYED), EXCEPT IN THE CASE OF
EMERGENCIES TO PROTECT ANY PROPERTY OR PERSON FROM DAMAGE OR INJURY, SELLERS
OUTSTANDING LEASE OBLIGATIONS, THE OUT-FOR SIGNATURE LEASING COSTS, THE VACANCY
LEASING COSTS (FOR WHICH BUYER SHALL RECEIVE A CREDIT AT CLOSING), THE CAPITAL
EXPENSE PROJECTS IDENTIFIED ON EXHIBIT N HERETO AND FURTHER PROVIDED THAT
BUYER'S CONSENT SHALL NOT BE REQUIRED FOR, AND SELLERS SHALL BE PERMITTED TO
PAY, ANY ACTUAL INCREASE IN PROPERTY TAXES, INSURANCE PREMIUMS, OR INCREASED
COSTS CAUSED BY ANY INCREASE IN ANY UTILITY RATES.
EACH SELLER SHALL COMPLETE
ALL WORK DESCRIBED ON EXHIBIT N HERETO PERTAINING TO SUCH SELLER'S PROPERTY, AND
IF THE SAME IS NOT COMPLETED PRIOR TO CLOSING, SUCH SELLER SHALL PROVIDE A
CREDIT TO BUYER AT CLOSING FOR THE COST OF COMPLETING SUCH WORK.
(E)
SELLERS WILL KEEP IN FULL FORCE AND EFFECT WITH RESPECT TO THE PROPERTIES
POLICIES OF INSURANCE PROVIDING COVERAGE AT LEAST AS EXTENSIVE AS THAT DESCRIBED
IN EXHIBIT Z.
(F)
UNLESS TO BE DISCHARGED IN FULL ON OR PRIOR TO THE CLOSING DATE WITH
RELEASES OR DISCHARGES DELIVERED CONTEMPORANEOUSLY WITH, OR PRIOR TO, THE
CLOSING DATE, SELLERS SHALL NOT FURTHER ENCUMBER THE PROPERTIES WITH ANY
MORTGAGE, DEED OF TRUST OR SIMILAR SECURITY AGREEMENT.
FURTHERMORE, UNLESS TO
BE DISCHARGED IN FULL ON OR PRIOR TO THE CLOSING DATE, SELLERS SHALL NOT,
WITHOUT BUYER'S PRIOR WRITTEN APPROVAL NOT TO BE UNREASONABLY WITHHELD,
CONDITIONED OR DELAYED (I) EXECUTE ANY EASEMENT AGREEMENTS EXCEPT THOSE REQUIRED
IN CONNECTION WITH ONGOING DEVELOPMENT AT A PROPERTY, AND, (II)
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unless otherwise permitted pursuant to the terms of this Agreement, execute any
other documents or agreements affecting title to the Properties.
(G)
NOTWITHSTANDING ANY LIMITATION SET FORTH HEREIN, SELLERS MAY, WITHOUT
BUYER'S CONSENT AND WITHOUT COST TO BUYER (UNLESS OTHERWISE SET FORTH HEREIN OR