ELECTION AND WITHOUT FURTHER NOTICE TO
MANAGER, THIS AGREEMENT SHALL TERMINATE UPON THE OCCURRENCE OF THE FOLLOWING
EVENTS WITH RESPECT TO THE PROPERTY:
(I) THE SALE OR CONVEYANCE OF THE
PROPERTY, WHETHER BY FORECLOSURE, SALE BY DEED-IN-LIEU OF FORECLOSURE, THE
ASSIGNMENT OF OWNER'S OWNERSHIP INTEREST TO ANY PURCHASER, LENDER OR ITS
DESIGNEE, OR OTHERWISE; (II) CONDEMNATION OF THE PROPERTY OR SUCH SUBSTANTIAL
PORTION OF THE PROPERTY THAT OWNER DETERMINES THAT THE REMAINDER CANNOT BE
OPERATED IN A COMMERCIALLY REASONABLE MANNER; OR (III) THE DESTRUCTION OF ALL OF
THE IMPROVEMENTS COMPRISING SUCH PROPERTY OR SUCH A SUBSTANTIAL PORTION THEREOF
THAT OWNER DETERMINES THAT THE REMAINDER THEREOF CANNOT CONTINUE TO BE OPERATED
IN A COMMERCIALLY REASONABLE MANNER, AND OWNER DETERMINES IN ITS SOLE DISCRETION
NOT TO REBUILD THE PROPERTY.
29
12.3
FINAL ACCOUNTING.
UPON TERMINATION OF THIS AGREEMENT, MANAGER WILL
DELIVER TO OWNER THE FOLLOWING WITH RESPECT TO THE PROPERTY ("FINAL
ACCOUNTING"):
(A)
A FINAL ACCOUNTING, REFLECTING THE BALANCE OF INCOME AND EXPENSES
OF THE PROPERTY AS OF THE DATE OF TERMINATION OR WITHDRAWAL, TO BE DELIVERED
WITHIN THIRTY (30) DAYS AFTER SUCH TERMINATION;
(B)
ANY BALANCE OF ANY MONIES OF OWNER, PREPAID RENT OR TENANT
SECURITY DEPOSITS, OR BOTH, HELD BY MANAGER WITH RESPECT TO THE PROPERTY, TO BE
DELIVERED IMMEDIATELY UPON SUCH TERMINATION; AND
(C)
THE BOOKS AND RECORDS AND ALL OTHER RECORDS, CONTRACTS, LEASES,
TENANT CORRESPONDENCE, FILES, RECEIPTS FOR DEPOSITS, UNPAID BILLS AND OTHER
PAPERS, DOCUMENTS OR COMPUTER DISKS OR INFORMATION WHICH PERTAIN IN ANY WAY TO
THE PROPERTY, TO BE DELIVERED IMMEDIATELY UPON SUCH TERMINATION.
12.4
OBLIGATION TO VACATE:
ORDERLY TRANSITION.
UPON TERMINATION OF
THIS AGREEMENT, MANAGER PROMPTLY WILL VACATE ANY OFFICE SPACE PROVIDED BY OWNER
FOR THE LOCATION OF MANAGER'S PERSONNEL, AND WILL RESTORE ANY SUCH OFFICE SPACE
TO THE SAME CONDITION THAT IT WAS IN AT THE TIME SUCH SPACE WAS FIRST PROVIDED
TO MANAGER, OR TO SUCH BETTER CONDITION AS MAY HAVE EXISTED AT ANY TIME DURING
THE TERM OF THIS AGREEMENT, REASONABLE WEAR AND TEAR EXCEPTED.
UPON TERMINATION
OF THIS AGREEMENT, MANAGER WILL COOPERATE IN ALL RESPECTS IN ORDER TO EFFECT AN
ORDERLY TRANSITION OF THE MANAGEMENT FUNCTIONS TO A NEW MANAGER.
MANAGER'S
OBLIGATIONS UNDER SECTION 12.3 AND THIS SECTION 12.4 WILL SURVIVE TERMINATION OF
THIS AGREEMENT.
Article 13.
Subsidiaries and Affiliates
13.1
SUBSIDIARIES AND AFFILIATES.
MANAGER HAS SET FORTH ON EXHIBIT F
HERETO ALL AFFILIATES OF MANAGER WHICH MAY COMPETE IN THE STATE IN WHICH THE
PROPERTY IS LOCATED AS AT THE DATE OF THIS AGREEMENT.
MANAGER WILL PROMPTLY
NOTIFY OWNER OF ANY CHANGES OR ADDITIONS TO THE INFORMATION SET FORTH ON
EXHIBIT F.
ANY CONTRACT OR LEASE OF ANY KIND WHATSOEVER BETWEEN MANAGER AND ANY
AFFILIATE OF MANAGER WITH RESPECT TO THE PROPERTY WILL BE SUBJECT TO THE PRIOR
WRITTEN APPROVAL OF OWNER, WHICH APPROVAL MAY BE WITHHELD AT OWNER'S SOLE
DISCRETION.
Article 14.
Notices
14.1
NOTICES.
(A)
ALL NOTICES GIVEN HEREUNDER SHALL BE IN WRITING AND SHALL BE
DELIVERED BY HAND, BY NATIONALLY RECOGNIZED OVERNIGHT EXPRESS DELIVERY SERVICE
(ALL CHARGES