Common use of NON-CURABLE TERMINATING EVENTS Clause in Contracts

NON-CURABLE TERMINATING EVENTS. (1) Owner may terminate this Agreement on not less than 15 days written notice to Manager upon the occurrence of any of the following events: (1) the Bankruptcy of Manager; (2) Owner sells or transfers 100% of its interest in the Property (other than to a Related Person), whether directly or indirectly; (3) any of the Other Management Agreements are validly terminated by Owner or one of its Affiliates in accordance with their terms by reason of Manager's material default thereunder; (4) the foreclosure by any mortgagee upon the Property or the taking of possession thereof by deed-in-lieu of foreclosure, except as otherwise agreed in writing by Manager and such Mortgagee; (5) an act of fraud, embezzlement or theft constituting a felony against Owner or its Affiliates which causes it material injury is perpetrated by Manager or by Developer or by Advisor in its corporate capacity (as distinguished from the acts of any employees of such entities which are taken without the approval or complicity of the Board of Directors of Manager's managing general partner) under this Agreement, the Advisory Agreement, the Development Framework Agreement, any Development Agreement or any Leasing Agreement; or (6) the Property or a substantial part of the Property is damaged or destroyed where the Owner has determined not to rebuild or reconstruct, provided, however, that in such event Manager will continue to operate the Property for a reasonable period of time until Owner winds down the operation of the Property, and provided further that (i) this Agreement shall be automatically reinstated if, within twenty-four (24) months after the date of such damage or destruction, Owner determines to rebuild the Property or develop a new shopping center as a replacement for the Property, and (ii) in the case of the destruction of only a substantial part of the Property, if Owner elects to continue the operation of the remaining portion of the Property, this Agreement shall remain in effect with respect to the portion of the Property to be operated. (2) This Agreement shall terminate if Manager shall notify Owner that management of regional shopping centers shall cease to be one of the principal business undertakings of Westfield Holdings Limited and its affiliates in the United States, PROVIDED that this Agreement shall continue for a period of 180 days after delivery of such notice to Owner if Owner shall be reasonably satisfied with Manager's ability to continue managing the Property during such period.

NON-CURABLE TERMINATING EVENTS. (1) Owner may terminate this Agreement on not less than 15 days written notice to Manager upon the occurrence of any of the following events: (1i) the Bankruptcy of Manager; (2ii) Owner sells or transfers 100% of its interest in the Property (other than to a Related Person), whether directly or indirectly; (3iii) any of the Other Management Agreements are validly terminated by Owner or one of its Affiliates in accordance with their terms by reason of Manager's material default thereunder; (4iv) the foreclosure by any mortgagee upon the Property or the taking of possession thereof by deed-in-lieu of foreclosure, except as otherwise agreed in writing by Manager and such Mortgagee; (5v) an act of fraud, embezzlement or theft constituting a felony against Owner or its Affiliates which causes it material injury is perpetrated by Manager or by Developer or by Advisor in its corporate capacity (as distinguished from the acts of any employees of such entities which are taken without the approval or complicity of the Board of Directors of Manager's managing general partner) under this Agreement, the Advisory Agreement, the Development Framework Agreement, any Development Agreement or any Leasing Agreement; or (6vi) the Property or a substantial part of the Property is damaged or destroyed where the Owner has determined not to rebuild or reconstruct, provided, however, that in such event Manager will continue to operate the Property for a reasonable period of time until Owner winds down the operation of the Property, and provided further that (i) this Agreement shall be automatically reinstated if, within twenty-four (24) months after the date of such damage or destruction, Owner determines to rebuild the Property or develop a new shopping center as a replacement for the Property, and (ii) in the case of the destruction of only a substantial part of the Property, if Owner elects to continue the operation of the remaining portion of the Property, this Agreement shall remain in effect with respect to the portion of the Property to be operated. (2) This Agreement shall terminate if Manager shall notify Owner that management of regional shopping centers shall cease to be one of the principal business undertakings of Westfield Holdings Limited and its affiliates in the United States, PROVIDED that this Agreement shall continue for a period of 180 days after delivery of such notice to Owner if Owner shall be reasonably satisfied with Manager's ability to continue managing the Property during such period."

NON-CURABLE TERMINATING EVENTS. (1) Owner may terminate this Agreement on not less than 15 days written notice to Manager upon the occurrence of any of the following events: (1i) the Bankruptcy of Manager; (2ii) Owner sells or transfers 100% of its interest in the Property (other than to a Related Person), whether directly or indirectly; (3iii) any of the Other Management Agreements are validly terminated by Owner or one of its Affiliates in accordance with their terms by reason of Manager's material default thereunder; (4iv) the foreclosure by any mortgagee upon the Property or the taking of possession thereof by deed-in-lieu of foreclosure, except as otherwise agreed in writing by Manager and such Mortgagee; (5v) an act of fraud, embezzlement or theft constituting a felony against Owner or its Affiliates which causes it material injury is perpetrated by Manager or by Developer or by Advisor in its corporate capacity (as distinguished from the acts of any employees of such entities which are taken without the approval or complicity of the Board of Directors of Manager's managing general partner) under this Agreement, the Advisory Agreement, the Development Framework Agreement, any Development Agreement or any Leasing Agreement; or; (6vi) the Property or a substantial part of the Property is damaged or destroyed where the Owner has determined not to rebuild or reconstruct, provided, however, that in such event Manager will continue to operate the Property for a reasonable period of time until Owner winds down the operation of the Property, and provided further that (i) this Agreement shall be automatically reinstated if, within twenty-four (24) months after the date of such damage or destruction, Owner determines to rebuild the Property or develop a new shopping center as a replacement for the Property, and (ii) in the case of the destruction of only a substantial part of the Property, if Owner elects to continue the operation of the remaining portion of the Property, this Agreement shall remain in effect with respect to the portion of the Property to be operated.; or (vii) an Event of Default (as defined therein) shall have occurred and be continuing under that certain Pledge and Security Agreement, dated as of May , 1997, among the Company, Westland Management, Inc., Westfield Partners, Inc. and Westland Realty, Inc. (2) This Agreement shall terminate if Manager shall notify Owner that management of regional shopping centers shall cease to be one of the principal business undertakings of Westfield Holdings Limited and its affiliates in the United States, PROVIDED that this Agreement shall continue for a period of 180 days after delivery of such notice to Owner if Owner shall be reasonably satisfied with Manager's ability to continue managing the Property during such period."

NON-CURABLE TERMINATING EVENTS. (1) Owner may terminate this Agreement on not less than 15 days written notice to Manager upon the occurrence of any of the following events: (1i) the Bankruptcy of Manager; (2ii) Owner sells or transfers 100% of its interest in the Property (other than to a Related Person), whether directly or indirectly; (3iii) the aggregate direct and indirect interest of Westfield America Trust, a public unit trust organized under the laws of New South Wales and Westfield Holdings Limited, a company incorporated in the State of New South Wales ("WHL") or their respective Affiliates (including any investment vehicle sponsored, promoted or managed by any such entity) in CenterMark is less than 20%; (iv) any of the Other Management Agreements are validly terminated by Owner or one of its Affiliates in accordance with their terms by reason of Manager's material default thereunder; (4v) the foreclosure by any mortgagee upon the Property or the taking of possession thereof by deed-in-lieu of foreclosure, except as otherwise agreed in writing by Manager and such Mortgagee; (5vi) an act of fraud, embezzlement or theft constituting a felony against Owner or its Affiliates which causes it material injury is perpetrated by Manager or by Developer or by Advisor in its corporate capacity (as distinguished from the acts of any employees of such entities which are taken without the approval or complicity of the Board of Directors of Manager's managing general partner) under this Agreement, the Advisory Agreement, the Development Framework Agreement, any Development Agreement or any Leasing Agreement; or (6vii) the Property or a substantial part of the Property is damaged or destroyed where the Owner has determined not to rebuild or reconstruct, provided, however, that in such event Manager will continue to operate the Property for a reasonable period of time until Owner winds down the operation of the Property, and provided further that (i) this Agreement shall be automatically reinstated if, within twenty-four (24) months after the date of such damage or destruction, Owner determines to rebuild the Property or develop a new shopping center as a replacement for the Property, and (ii) in the case of the destruction of only a substantial part of the Property, if Owner elects to continue the operation of the remaining portion of the Property, this Agreement shall remain in effect with respect to the portion of the Property to be operated. (2) This Agreement shall terminate if Manager shall notify Owner that management of regional shopping centers shall cease to be one of the principal business undertakings of Westfield Holdings Limited and its affiliates WHL in the United States, PROVIDED that this Agreement shall continue for a period of 180 days after delivery of such notice to Owner if Owner shall be reasonably satisfied with Manager's ability to continue managing the Property during such period.

NON-CURABLE TERMINATING EVENTS. (1) Owner may terminate this Agreement on not less than 15 days written notice to Manager upon the occurrence of any of the following events: (1) the Bankruptcy of Manager; (2) Owner sells or transfers 100% of its interest in the Property (other than to a Related Person), whether directly or indirectly; (3) any of the Other Management Agreements are validly terminated by Owner or one of its Affiliates in accordance with their terms by reason of Manager's material default thereunder; (4) the foreclosure by any mortgagee upon the Property or the taking of possession thereof by deed-in-lieu of foreclosure, except as otherwise agreed in writing by Manager and such Mortgagee; (5) an act of fraud, embezzlement or theft constituting a felony against Owner or its Affiliates which causes it material injury is perpetrated by Manager or by Developer or by Advisor in its corporate capacity (as distinguished from the acts of any employees of such entities which are taken without the approval or complicity of the Board of Directors of Manager's managing general partner) under this Agreement, the Advisory Agreement, the Development Framework Agreement, any Development Agreement or any Leasing Agreement; or; (6) the Property or a substantial part of the Property is damaged or destroyed where the Owner has determined not to rebuild or reconstruct, provided, however, that in such event Manager will continue to operate the Property for a reasonable period of time until Owner winds down the operation of the Property, and provided further that (i) this Agreement shall be automatically reinstated if, within twenty-four (24) months after the date of such damage or destruction, Owner determines to rebuild the Property or develop a new shopping center as a replacement for the Property, and (ii) in the case of the destruction of only a substantial part of the Property, if Owner elects to continue the operation of the remaining portion of the Property, this Agreement shall remain in effect with respect to the portion of the Property to be operated.; or (7) an Event of Default (as defined therein) shall have occurred and be continuing under that certain Pledge and Security Agreement, dated as of May , 1997, among the Company, Westland Management, Inc., Westfield Partners, Inc. and Westland Realty, Inc. (2) This Agreement shall terminate if Manager shall notify Owner that management of regional shopping centers shall cease to be one of the principal business undertakings of Westfield Holdings Limited and its affiliates in the United States, PROVIDED that this Agreement shall continue for a period of 180 days after delivery of such notice to Owner if Owner shall be reasonably satisfied with Manager's ability to continue managing the Property during such period.

NON-CURABLE TERMINATING EVENTS. (1) Owner may terminate this Agreement on not less than 15 days written notice to Manager upon the occurrence of any of the following events: : (1) the Bankruptcy of Manager; ; (2) Owner sells or transfers 100% of its interest in the Property (other than to a Related Person), whether directly or indirectly; ; 31 <PAGE> (3) any of the Other Management Agreements are validly terminated by Owner or one of its Affiliates in accordance with their terms by reason of Manager's material default thereunder; ; (4) the foreclosure by any mortgagee mortgage upon the Property or the taking of possession thereof by deed-in-lieu of foreclosure, except as otherwise agreed in writing by Manager and such Mortgagee; ; (5) an act of fraud, embezzlement or theft constituting a felony against Owner or its Affiliates which causes it material injury is perpetrated by Manager or by Developer or by Advisor in its corporate capacity (as distinguished from the acts of any employees of such entities which are taken without the approval or complicity of the Board of Directors of Manager's managing general partner) under this Agreement, the Advisory Agreement, the Development Framework Agreement, any Development Agreement or any Leasing Agreement; or or (6) the Property or a substantial part of the Property is damaged or destroyed where the Owner has determined not to rebuild or reconstruct, provided, however, that in such event Manager will continue to operate the Property for a reasonable period of time until Owner winds down the operation of the Property, and provided further that (i) this Agreement shall be automatically reinstated if, within twenty-four (24) months after the date of such damage or destruction, Owner determines to rebuild the Property or develop a new shopping center as a replacement for the Property, and (ii) in the case of the destruction of only a substantial part of the Property, if Owner elects to continue the operation of the remaining portion of the Property, this Agreement shall remain in effect with respect to the portion of the Property to be operated. (2) This Agreement shall terminate if Manager shall notify Owner that management of regional shopping centers shall cease to be one of the principal business undertakings of Westfield Holdings Limited and its affiliates in the United States, PROVIDED that this Agreement shall continue for a period of 180 days after delivery of such notice to Owner if Owner shall be reasonably satisfied with Manager's ability to continue managing the Property during such period.