EXECUTE ANY
NEW SUBLEASES OR AMEND, TERMINATE (EXCEPT UPON A MONETARY DEFAULT BY THE TENANT
THEREUNDER) OR ACCEPT THE SURRENDER OF ANY EXISTING TENANCIES WITHOUT THE PRIOR
WRITTEN CONSENT OF PURCHASER, WHICH CONSENT MAY BE WITHHELD BY PURCHASER;
PROVIDED, HOWEVER, PURCHASER'S CONSENT SHALL BE DEEMED TO HAVE BEEN GIVEN IF
PURCHASER DOES NOT RESPOND TO SELLER WITHIN FIVE (5) BUSINESS DAYS AFTER
PURCHASER'S RECEIPT OF WRITTEN NOTICE REQUESTING PURCHASER'S CONSENT TO A MATTER
THAT IS THE SUBJECT OF THE PROVISIONS OF THIS SECTION 20(E).
IN ADDITION, IF
SELLER, PURSUANT TO THE TERMS OF ANY APPLICABLE SUBLEASE, MUST ACT REASONABLY
WITH RESPECT TO ANY ACTION WHICH SELLER SHALL REQUIRE PURCHASER'S CONSENT
PURSUANT TO THIS SECTION 20(E), IN SUCH CASE, PURCHASER'S CONSENT SHALL NOT BE
UNREASONABLY WITHHELD OR DELAYED.
NOTHING HEREIN SHALL PREVENT SELLER FROM
AMENDING, EXTENDING OR OTHERWISE MODIFYING ANY SUBLEASE TO THE EXTENT THE
SUBTENANT THEREUNDER IS ENTITLED TO THE SAME UNDER THE TERMS OF ITS SUBLEASE AS
A MATTER OF RIGHT.
IF PURCHASER SHALL FAIL TO EITHER ACCEPT OR REJECT A
PROPOSED SUBLEASE SUBMITTED TO PURCHASER PURSUANT TO THIS SECTION 20(E) WITHIN
THREE (3) BUSINESS DAYS AFTER RECEIPT OF SELLER'S NOTICE THEREOF WITH REQUEST
FOR APPROVAL, SAID LEASE SHALL BE DEEMED TO BE ACCEPTED AND CONSENTED TO BY
PURCHASER.
IN THE EVENT THAT PURCHASER REJECTS ANY PROPOSED SUBLEASE THAT IS
COMMERCIALLY REASONABLE TO SELLER, PURCHASER SHALL PAY TO SELLER AT THE CLOSING,
IN THE MANNER SPECIFIED IN SECTION 3(A)(II) HEREOF, THE RENT AND ADDITIONAL RENT
THAT WOULD HAVE BEEN PAYABLE UNDER THE PROPOSED SUBLEASE FROM THE DATE ON WHICH
THE TENANT'S OBLIGATION TO PAY RENT WOULD HAVE COMMENCED IF PURCHASER HAD NOT SO
OBJECTED UNTIL THE CLOSING DATE, LESS THE AMOUNT OF THE BROKERAGE COMMISSION
SPECIFIED IN SELLER'S NOTICE AND THE REASONABLE COST OF DECORATION OR OTHER WORK
REQUIRED TO BE PERFORMED BY SELLER, UNDER THE TERMS OF THE PROPOSED SUBLEASE TO
SUIT THE PREMISES TO THE TENANT'S OCCUPANCY, PRORATED IN EACH CASE OVER THE TERM
OF THE PROPOSED SUBLEASE AND APPORTIONED AS OF THE CLOSING DATE.
(G)
NOTICES.
SELLER SHALL PROMPTLY DELIVER TO
PURCHASER A COPY OF ANY WRITTEN NOTICE RECEIVED BY SELLER (I) FROM LESSOR
ALLEGING A DEFAULT BY SELLER UNDER THE EXISTING LEASE, (II) FROM SELLER'S
LEASEHOLD MORTGAGEE ALLEGING A DEFAULT BY SELLER UNDER SELLER'S EXISTING
LEASEHOLD MORTGAGE, (III) FROM ANY SUBTENANT UNDER A SUBLEASE ALLEGING A DEFAULT
BY SELLER UNDER SUCH SUBLEASE, AND (IV) FROM ANY GOVERNMENTAL AUTHORITY WITH
RESPECT TO A PENDING CONDEMNATION OF THE PROPERTY OR ANY PORTION THEREOF (A
"TAKING NOTICE").
IN THE EVENT OF A TAKING NOTICE, IF THE SUBJECT PORTION OF
THE PROPERTY IS MATERIAL, PURCHASER MAY ELECT TO TERMINATE THIS AGREEMENT,
WHEREUPON THE DEPOSIT SHALL BE RETURNED TO PURCHASER, THIS AGREEMENT SHALL
TERMINATE AND NEITHER PARTY HERETO SHALL HAVE ANY FURTHER OBLIGATIONS HEREUNDER
OTHER THAN THOSE EXPRESSLY PROVIDED HEREIN TO SURVIVE THE TERMINATION OF THIS
AGREEMENT.
FOR PURPOSES OF CLAUSE (IV) ABOVE, "MATERIAL" SHALL MEAN THAT THE
PORTION OF THE PROPERTY DESIGNATED FOR CONDEMNATION IN THE TAKING NOTICE WOULD,