ONCE PURCHASER HAS APPROVED IN WRITING OR BEEN DEEMED TO HAVE
APPROVED THE LEASE TERM SHEET FOR A PROPOSED LEASE OR AMENDMENT OR MODIFICATION
THERETO, THE RELEVANT PROPERTY OWNER WILL BE FULLY ENTITLED TO ENTER INTO THE
PROPOSED LEASE OR AMENDMENT OR MODIFICATION THERETO ON THE TERMS SET FORTH IN
THE APPROVED LEASE TERM SHEET; PURCHASER HEREBY CONFIRMS THAT IT HAS ALREADY
APPROVED THE LEASE TERM SHEETS AND OTHER MATTERS DESCRIBED ON SCHEDULE 4.1(G);
(H)
WITHOUT THE PRIOR WRITTEN CONSENT OF
PURCHASER, WHICH CONSENT WILL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR
DELAYED, SELLER WILL NOT CAUSE ANY PROPERTY OWNER TO CANCEL ANY LEASE UNLESS
EITHER (A) THE TENANT IS IN A CONTINUING DEFAULT OF A MATERIAL NATURE THEREUNDER
OR (B) THE TENANT IS BEING REPLACED BY A NEW TENANT AND THE TERMS OF THE LEASE
WITH SUCH NEW TENANT HAVE BEEN APPROVED BY PURCHASER IN ACCORDANCE WITH
SECTION 4.1(G) HEREOF;
15
(I)
SELLER WILL NOT CAUSE ANY PROPERTY OWNER
TO MAKE ANY MATERIAL CHANGES TO BE MADE IN ITS STANDARD FORM LEASE FROM SUCH
FORMS AS ARE IN EFFECT ON THE DATE HEREOF AND WHICH WERE PROVIDED OR MADE
AVAILABLE TO PURCHASER AND ARE HEREBY DEEMED APPROVED BY PURCHASER, OR SUCH NEW
FORMS AS MAY BE APPROVED IN WRITING BY PURCHASER, IN EACH CASE WITHOUT FIRST
OBTAINING PURCHASER'S CONSENT THERETO, WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD, CONDITIONED OR DELAYED;
(J)
SELLER WILL NOT CAUSE ANY PROPERTY OWNER
TO ENTER INTO ANY NEW MANAGEMENT, SERVICE, OPERATING, LISTING, BROKERAGE, SUPPLY
OR MAINTENANCE AGREEMENT RELATING TO A PROPERTY (SUCH AGREEMENTS COLLECTIVELY,
THE "OPERATING CONTRACTS") OR AMEND, MODIFY, SUPPLEMENT, TERMINATE OR ACCEPT
EARLY SURRENDER OF ANY OF THE OPERATING CONTRACTS, UNLESS ANY SUCH OPERATING
CONTRACT IS AMENDED, MODIFIED, SUPPLEMENTED OR ENTERED INTO, AS APPLICABLE, IN
THE ORDINARY COURSE OF PROPERTY OWNER'S BUSINESS AND IN ACCORDANCE WITH SUCH
PROPERTY OWNER'S PAST PRACTICE AND EITHER (1) WILL NOT REQUIRE TOTAL PAYMENTS IN
EXCESS OF $300,000 PER ANNUM AND IS TERMINABLE BY SUCH PROPERTY OWNER ON ONE (1)
YEAR'S NOTICE OR LESS OR (2) IS TERMINABLE BY SUCH PROPERTY OWNER WITHOUT
PENALTY ON NINETY (90) DAYS' NOTICE OR LESS;
(K)
ON OR PRIOR TO THE DATE THAT IS THIRTY (30)
DAYS PRIOR TO THE SCHEDULED CLOSING DATE, PURCHASER SHALL GIVE SELLER NOTICE AS
TO ANY OPERATING CONTRACTS THAT PURCHASER DESIRES SELLER TO CAUSE THE APPLICABLE
PROPERTY OWNER TO TERMINATE.
IF SELLER CONSENTS TO THE TERMINATION OF SUCH
OPERATING CONTRACTS (SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD, CONDITIONED
OR DELAYED), THEN FOLLOWING SUCH NOTICE FROM PURCHASER, SELLER WILL CAUSE THE
RELEVANT PROPERTY OWNERS TO USE COMMERCIALLY REASONABLE EFFORTS TO TERMINATE
SUCH OPERATING CONTRACTS AT CLOSING AND SELLER AND PURCHASER SHALL SHARE EQUALLY
IN ANY COSTS ARISING FROM SUCH TERMINATION.
WITHOUT LIMITING THE FOREGOING, THE
PARTIES AGREE THAT SELLER WILL CAUSE THE RELEVANT PROPERTY OWNERS TO USE
COMMERCIALLY REASONABLE EFFORTS TO AMEND THE CONTRACTS SET FORTH ON
SCHEDULE 4.1(K) SO THAT SUCH CONTRACTS CONTAIN A 30-DAY OWNER TERMINATION RIGHT
(OR 60 DAY OWNER TERMINATION RIGHT IF NOTED