TO ADMINISTRATIVE AGENT FOR
ADMINISTRATIVE AGENT'S APPROVAL A TERM SHEET SETTING FORTH THE MAJOR ECONOMIC
AND OTHER BUSINESS TERMS (THE "MATERIAL BUSINESS TERMS") OF SUCH PROPOSED LEASE
OR LEASE MODIFICATION, TOGETHER WITH ALL OTHER MATERIALS REASONABLY REQUESTED BY
ADMINISTRATIVE AGENT IN ORDER TO EVALUATE SUCH MATERIAL BUSINESS TERMS.
EACH
SUCH REQUEST FOR APPROVAL AND CONSENT SHALL CONTAIN A LEGEND IN CAPITALIZED BOLD
LETTERS ON THE TOP OF THE COVER PAGE STATING: "THIS IS A REQUEST FOR CONSENT TO
THE MATERIAL BUSINESS TERMS FOR A [NEW LEASE] [LEASE MODIFICATION].
ADMINISTRATIVE AGENT'S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS.
ADMINISTRATIVE AGENT'S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT
IN ADMINISTRATIVE AGENT'S CONSENT BEING DEEMED TO HAVE BEEN GRANTED." IN THE
EVENT THAT ADMINISTRATIVE AGENT FAILS TO GRANT OR WITHHOLD ITS APPROVAL AND
CONSENT TO SUCH MATERIAL BUSINESS TERMS WITHIN SUCH TEN (10) BUSINESS DAY PERIOD
(WHICH TEN (10) BUSINESS DAY PERIOD SHALL RUN FROM THE DATE UPON WHICH
ADMINISTRATIVE AGENT RECEIVES ALL OTHER MATERIALS
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reasonably requested by Administrative Agent in order to evaluate such Material
Business Terms); and, in the case of a withholding of consent, stating the
grounds therefor in reasonable detail, then Administrative Agent's approval and
consent shall be deemed to have been granted.
Subject to the approval time
periods set forth above with respect to Leases and Lease modifications, so long
as any Lease or Lease modification submitted to Administrative Agent for
approval and consent (a) does not contain Material Business Terms which differ
in any material adverse respect from the Material Business Terms approved by
Administrative Agent and (b) otherwise does not contain any lease terms which
deviate materially from the terms of the standard form of lease (except as
stated in the Material Business Terms which have been approved or deemed
approved by Administrative Agent), Administrative Agent's consent to such Lease
or Lease modification shall not be required.
SECTION 4.15
MANAGEMENT AGREEMENT; PARKING MANAGEMENT AGREEMENT.
(A)
BORROWER SHALL:
(A) PROMPTLY PERFORM AND/OR OBSERVE IN ALL
MATERIAL RESPECTS AND SHALL USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE MANAGER
TO PERFORM AND/OR OBSERVE IN ALL MATERIAL RESPECTS ALL OF THE COVENANTS AND
AGREEMENTS REQUIRED TO BE PERFORMED AND OBSERVED BY IT UNDER THE MANAGEMENT
AGREEMENT AND THE PARKING MANAGEMENT AGREEMENT, AND DO ALL THINGS NECESSARY TO
PRESERVE AND TO KEEP UNIMPAIRED ITS MATERIAL RIGHTS THEREUNDER; (B) PROMPTLY
NOTIFY ADMINISTRATIVE AGENT OF ANY "EVENT OF DEFAULT" UNDER THE MANAGEMENT
AGREEMENT OR PARKING MANAGEMENT AGREEMENT OF WHICH IT IS AWARE; (C) PROMPTLY
DELIVER, AND SHALL USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE MANAGER TO
DELIVER, TO ADMINISTRATIVE AGENT, IF MANAGER IS NOT AN AFFILIATE OF BORROWER, A
COPY OF EACH FINANCIAL STATEMENT, CAPITAL EXPENDITURES PLAN, PROPERTY
IMPROVEMENT PLAN AND ANY OTHER NOTICE, REPORT AND ESTIMATE RECEIVED BY IT UNDER
THE MANAGEMENT AGREEMENT OR PARKING MANAGEMENT AGREEMENT (EXCEPT TO THE EXTENT
THE SAME IS SUBSTANTIALLY EQUIVALENT TO WHAT BORROWER OTHERWISE DELIVERS TO
ADMINISTRATIVE AGENT HEREUNDER); AND (D) ENFORCE IN A COMMERCIALLY REASONABLE
MANNER THE PERFORMANCE AND OBSERVANCE OF THE