transferred) to and cooperate with Landlord or
Landlord's nominee in connection with the processing of all applications for
licenses, operating permits and other governmental
34
authorizations and all contracts, including contracts with governmental or
quasi-governmental Entities which may be necessary for the use and operation of
the Facility as then operated.
If requested by Landlord, Tenant shall continue
to manage one or more of the Facilities after the expiration of the Term for up
to one hundred eighty (180) days, on such reasonable terms (which shall include
an agreement to reimburse Tenant for its reasonable out-of-pocket costs and
expenses, and reasonable administrative costs), as Landlord shall reasonably
request.
5.4
MANAGEMENT AGREEMENT.
TENANT SHALL NOT,
WITHOUT LANDLORD'S PRIOR WRITTEN CONSENT (WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD, DELAYED OR CONDITIONED), ENTER INTO, AMEND OR MODIFY THE
PROVISIONS OF ANY MANAGEMENT AGREEMENT WITH RESPECT TO ANY PROPERTY.
ANY
MANAGEMENT AGREEMENT ENTERED INTO PURSUANT TO THE PROVISIONS OF THIS SECTION 5.4
SHALL BE SUBORDINATE TO THIS AGREEMENT AND SHALL PROVIDE, INTER ALIA, THAT ALL
AMOUNTS DUE FROM TENANT TO MANAGER THEREUNDER SHALL BE SUBORDINATE TO ALL
AMOUNTS DUE FROM TENANT TO LANDLORD (PROVIDED THAT, AS LONG AS NO EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING, TENANT MAY PAY ALL AMOUNTS DUE TO
MANAGER THEREUNDER PURSUANT TO SUCH MANAGEMENT AGREEMENT) AND FOR TERMINATION
THEREOF, AT LANDLORD'S OPTION, UPON THE TERMINATION OF THIS AGREEMENT.
TENANT
SHALL NOT TAKE ANY ACTION, GRANT ANY CONSENT OR PERMIT ANY ACTION UNDER ANY SUCH
MANAGEMENT AGREEMENT WHICH MIGHT HAVE A MATERIAL ADVERSE EFFECT ON LANDLORD,
WITHOUT THE PRIOR WRITTEN CONSENT OF LANDLORD, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD, DELAYED OR CONDITIONED.
ARTICLE 6
IMPROVEMENTS, ETC.
6.1
IMPROVEMENTS TO THE LEASED PROPERTY.
TENANT
SHALL NOT MAKE, CONSTRUCT OR INSTALL (OR PERMIT TO BE MADE, CONSTRUCTED OR
INSTALLED) ANY CAPITAL ADDITIONS WITHOUT, IN EACH INSTANCE, OBTAINING LANDLORD'S
PRIOR WRITTEN CONSENT, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD, DELAYED
OR CONDITIONED PROVIDED THAT (A) CONSTRUCTION OR INSTALLATION OF THE SAME WOULD
NOT ADVERSELY AFFECT OR VIOLATE ANY MATERIAL LEGAL REQUIREMENT OR INSURANCE
REQUIREMENT APPLICABLE TO ANY PROPERTY AND (B) LANDLORD SHALL HAVE RECEIVED AN
OFFICER'S CERTIFICATE CERTIFYING AS TO THE SATISFACTION OF THE CONDITIONS SET
OUT IN CLAUSE (A) ABOVE; PROVIDED, HOWEVER, THAT NO SUCH CONSENT SHALL BE
REQUIRED IN THE EVENT IMMEDIATE ACTION IS REQUIRED TO PREVENT IMMINENT HARM TO
PERSON OR PROPERTY.
PRIOR TO COMMENCING CONSTRUCTION OF ANY CAPITAL ADDITION,
TENANT SHALL SUBMIT TO LANDLORD, IN WRITING, A PROPOSAL SETTING FORTH, IN
REASONABLE DETAIL, ANY SUCH PROPOSED IMPROVEMENT AND SHALL PROVIDE TO LANDLORD
SUCH
35
PLANS AND SPECIFICATIONS, AND SUCH PERMITS, LICENSES, CONTRACTS AND SUCH OTHER
INFORMATION CONCERNING THE SAME AS LANDLORD MAY REASONABLY REQUEST.
LANDLORD
SHALL HAVE THIRTY (30) DAYS TO REVIEW ALL MATERIALS SUBMITTED TO LANDLORD IN
CONNECTION WITH ANY SUCH PROPOSAL.
FAILURE OF LANDLORD TO RESPOND TO TENANT'S
PROPOSAL WITHIN THIRTY (30) DAYS AFTER RECEIPT OF ALL INFORMATION AND MATERIALS
REQUESTED BY LANDLORD IN CONNECTION WITH THE PROPOSED IMPROVEMENT SHALL BE
DEEMED TO