Common use of Space Leases Clause in Contracts

Space Leases. (a) Purchaser and Seller shall cooperate to attempt to obtain (i) any landlord consents or other consents as may be necessary in connection with the assignment and assumption of the Space Leases or in connection with Purchaser’s acquisition of † Management Company (with respect to any such leases under which † Management Company is the lessee), and (ii) any landlord estoppels requested by Purchaser with respect to the Space Leases. If despite the parties’ good faith efforts to obtain any such required consent to any such assignment of a Space Lease cannot be obtained, Purchaser may elect to sublease the applicable Leased Space from Seller provided that all necessary consents, if any, required in connection with any such sublease are obtained. Any such sublease shall be on the same economic terms and for the same duration as the applicable Space Lease. It shall be a condition to Purchaser’s obligation to assume any Space Lease or to sublease the space leased thereunder that Purchaser receive a landlord estoppel reasonably acceptable to Purchaser. The inability to obtain consents necessary to assume any Space Lease (or to the change in ownership of † Management Company where † Management Company is the lessee) or sublease the space leased thereunder shall not be deemed to be a failure of a condition to Closing. In connection with obtaining the consents described in this Section, the parties shall also endeavor to have the landlords release the current tenants (other than † Management Company) and any guarantors from any liability under the Space Leases with respect to the period after Closing. (b) The parties have agreed that (assuming Closing occurs) † Management Company shall have the right to assign the Home Office Lease to † (or another Person designated by †) as of the end of the fifth lease year or (if not previously so assigned) as of the end of any lease year thereafter, and to be released from any further liability thereunder (other than with respect to events or circumstances that occurred between the date Purchaser acquired † Management Company and the date of such assignment) upon such assignment; provided that † Management Company shall not be entitled to make such an assignment at any time when a material default exists under the Home Office Lease (although † Management Company may thereafter assign the Home Office Lease in accordance with the terms of this Section if such material default is first cured). Accordingly, † hereby agrees to so assume (or cause another Person to assume) the Home Office Lease upon not less than six months’ and not more than eighteen months’ prior written notice (an “Assignment Notice”) from † Management Company effective upon the end of the fifth lease year or (if not previously so assigned) as of the end of any lease year thereafter, provided that the Home Office Landlord (i) consents to such assignment, and (ii) agrees that † Management Company shall be released from any liability under the Home Office Lease with respect to events or circumstances first occurring during the period from and after the date of such assignment (such consent and agreement to be evidenced by a written “Home Office Consent and Release”). Commencing promptly after † receives an Assignment Notice, † shall use commercially reasonable efforts to obtain the Home Office Consent and Release. If the Home Office Consent and Release is not obtained by the date which is 60 days after the delivery of the Assignment Notice, then † Management Company may deliver the Termination Notice referenced in Section 2.4 of the Home Office Lease, and † shall pay the Termination Fee referenced in such Section 2.4. Because such Termination Fee is required to be delivered simultaneously with such Termination Notice, † shall remit such Termination Fee to † Management Company (or, at his election, directly to Home Office Landlord with evidence thereof to † Management Company) within ten days after notice from † Management Company that it has elected to deliver such Termination Notice. If † fails to so remit the Termination Fee, † Management Company may itself pay the Termination Fee to Home Office Landlord, and † shall on demand reimburse † Management Company therefor with interest thereon at the prime rate of interest (as reported in the Wall Street Journal) plus six percent per annum until paid in full. If the Home Office Lease is assigned to † (or his designee) as contemplated by this Section 6.5(b), then (1) † Management Company and Purchaser shall indemnify † (or such designee) against any liability under such lease arising out of any events or circumstances taking place during the period from the date Purchaser acquired † Management Company to the date of such assignment, and (2) † shall indemnify † Management Company and Purchaser against any liability under such lease arising out of any events or circumstances taking place after the date of any such assignment. Without limiting the generality of the foregoing, † shall pay any termination fees due under such lease arising after any such assignment. The terms of this Section 6.5(b) shall survive Closing and shall not be subject to or limited by any of the provisions of Article 7 hereof (e.g. amounts due shall not be subject to the liability caps or survival period limitations set forth therein).

Space Leases. (aNotwithstanding the provisions of Subsection 16.4(a) Purchaser and Seller above, the following provisions shall cooperate apply to attempt to obtain Subleases that are “Space Leases” as hereinafter defined: (i) For purposes of this Subsection (c), a “Space Lease” shall be any landlord consents Sublease which involves the lease of all or other consents as may be necessary in connection with the assignment and assumption a portion of the common area of the Improvements located on the Parcel to an unrelated third party. The term “Space Leases or in connection with Purchaser’s acquisition Lease” is therefore intended to cover leases of † Management Company (with respect ancillary retail space, including, without limitation, restaurant and bar space, within buildings located on the Parcel but may not include a lease of an entire building located on the Parcel. The term “Space Lease” shall not include a lease of land only and shall also exclude any Sublease to any such leases under which † Management Company is the lessee), and an Affiliate of Lessee. (ii) any landlord estoppels requested by Purchaser with respect If this Lease is terminated prior to the Space Leases. If despite the parties’ good faith efforts expiration of its Term and provided Lessor has entered into a subordination, non-disturbance and attornment agreement with such Sublessee in a form acceptable to obtain any such required consent to any such assignment of Lessor in its sole but reasonable discretion, then, so long as each tenant under a Space Lease cannot be obtained, Purchaser may elect to sublease complies with the applicable Leased Space from Seller provided that all necessary consents, if any, required in connection with any such sublease are obtained. Any such sublease shall be on the same economic terms and for the same duration as the applicable Space Lease. It shall be a condition to Purchaser’s obligation to assume any conditions of its Space Lease or and shall attorn directly to sublease the space leased thereunder that Purchaser receive a landlord estoppel reasonably acceptable Lessor, Lessor shall attorn to Purchaser. The inability to obtain consents necessary to assume any such Space Lease (or to the change in ownership of † Management Company where † Management Company is the lessee) or sublease the space leased thereunder shall not be deemed to be a failure of a condition to Closing. In connection with obtaining the consents described in this Section, the parties shall also endeavor to have the landlords release the current tenants (other than † Management Company) and any guarantors from any liability under the Space Leases with respect to the period after Closing. (b) The parties have agreed that (assuming Closing occurs) † Management Company shall have the right to assign the Home Office Lease to † (or another Person designated by †) as of the end of the fifth lease year or (if not previously so assigned) as of the end of any lease year thereafter, and to be released from any further liability thereunder (other than with respect to events or circumstances that occurred between the date Purchaser acquired † Management Company and the date of such assignment) upon such assignment; provided that † Management Company shall not be entitled to make such an assignment at any time when a material default exists under the Home Office Lease (although † Management Company may thereafter assign the Home Office Lease in accordance with the terms of this Section if such material default is first cured). Accordingly, † hereby agrees to so the applicable Space Lease except only as follows: (1) Lessor shall not assume (or cause another Person to assume) the Home Office Lease upon not less than six months’ and not more than eighteen months’ prior written notice (an “Assignment Notice”) from † Management Company effective upon the end any affirmative obligations of the fifth lease year or (if not previously so assigned) as of the end of any lease year thereafter, provided that the Home Office Landlord (i) consents to such assignment, and (ii) agrees that † Management Company shall be released from any liability under the Home Office Lease landlord with respect to events any Space Lease (e.g., to construct Improvements, to maintain and/or repair leased premises, or circumstances first occurring during the period from and after the date of such assignment (such consent and agreement to be evidenced by a written “Home Office Consent and Release”maintain and/or repair common areas). Commencing promptly after † receives an Assignment NoticeIn consideration of Lessor not assuming any such affirmative obligations, † the tenant under a Space Lease shall use commercially reasonable efforts have the right (but not the obligation), alone or in conjunction with similarly situated tenants under other Space Leases, to obtain perform any affirmative obligations of the Home Office Consent landlord under the Space Lease and Releaseto set-off the amount expended by such tenant in performing such affirmative obligations against the rent due to Lessor under the Space Lease; provided, however, that unless Lessor has otherwise agreed, in no event shall such set-off reduce the rent payable to Lessor under any such Space Lease below 60% of the rent otherwise payable thereunder. If Lessor may agree to allow a greater set-off to a tenant under a Space Lease if ▇▇▇▇▇▇ believes such a set-off is in the Home Office Consent and Release is not obtained best interests of the Lessor. The tenant’s rights with respect to such affirmative obligations shall be limited to such a set-off right or, if permitted by the date which is 60 days after the delivery terms of the Assignment Notice, then † Management Company may deliver the Termination Notice referenced in Section 2.4 of the Home Office Space Lease, and † to terminating its Space Lease. In no event shall pay the Termination Fee referenced in such Section 2.4. Because such Termination Fee is required a tenant under a Space Lease have any right to be delivered simultaneously with such Termination Notice, † shall remit such Termination Fee recover damages against Lessor for failing to † Management Company (or, at his election, directly to Home Office Landlord with evidence thereof to † Management Company) within ten days after notice from † Management Company that it has elected to deliver such Termination Notice. If † fails to so remit the Termination Fee, † Management Company may itself pay the Termination Fee to Home Office Landlord, and † shall on demand reimburse † Management Company therefor with interest thereon at the prime rate of interest (as reported in the Wall Street Journal) plus six percent per annum until paid in full. If the Home Office Lease is assigned to † (or his designee) as contemplated by this Section 6.5(b), then (1) † Management Company and Purchaser shall indemnify † (or such designee) against perform any liability affirmative obligation under such lease arising out of any events or circumstances taking place during the period from the date Purchaser acquired † Management Company to the date of such assignment, and Space Lease. (2) † All Space Leases shall indemnify † Management Company and Purchaser against any liability under such lease arising out of any events or circumstances taking place after the date of any such assignment. Without limiting the generality of the foregoing, † shall pay any termination fees due under such lease arising after any such assignment. The terms of this Section 6.5(b) shall survive Closing and shall not be subject to or limited by any of the provisions of Article 7 hereof (e.g. amounts due shall not be subject to the liability caps or survival period limitations set forth thereinterms of Subsection 16.4(a) and Subsection 16.4(b)(ii). (3) Except as specified herein, Lessor shall honor all provisions of any Space Lease.

Space Leases. (a) Purchaser Notwithstanding anything to the contrary contained herein, from the date hereof until the Closing or earlier termination of this Agreement, Seller, the Companies and their Subsidiaries shall be permitted to enter into, amend, modify, supplement or extend any Space Lease; provided, that such action is taken in the ordinary course of business and consistent with past practice pursuant to arm’s length transactions on market terms; provided further, Seller shall cooperate not, and shall cause the Companies and its Subsidiaries not to, enter into, amend, modify, supplement or extend any Major Space Lease or terminate any Space Lease without the prior consent of Buyer, which consent may be withheld, conditioned or delayed in Buyer’s sole discretion (a “Major Space Lease Transaction”); provided further, without the prior written consent of Buyer, Seller, the Companies and their Subsidiaries are authorized to attempt to obtain (i) accept the termination of any Space Leases at the end of their existing terms or enter into amendments memorializing extensions of any Space Leases as required thereunder and not subject to landlord consents consent thereunder (or permitting landlord any discretion with respect to the terms thereof) or (ii) enforce any rights and remedies against a tenant as a result of such tenant’s default under a Space Lease other consents as may than a Major Space Lease, provided that such enforcement action is taken in the ordinary course of business and consistent with past practice. If Seller, the Companies and/or their Subsidiaries desires to enter into a Major Space Lease Transaction and Buyer’s consent is required hereunder, and Buyer does not respond within five (5) Business Days after receipt of a notice from Seller with respect to such Major Space Lease Transaction including reasonable details thereof, together with a written request for Buyer’s approval of such lease transaction, then Buyer shall be necessary in connection deemed to have approved such Major Space Lease Transaction. Upon Buyer’s request, Seller shall provide Buyer with the assignment monthly statement of material leasing activities generated by Seller in the ordinary course of business. Notwithstanding the foregoing and assumption of anything else to the Space Leases contrary contained herein, Seller shall not exercise any rights or in connection negotiate with Purchaser’s acquisition of † Management Company (any tenant with respect to any such leases purchase option under which † Management Company is the lessee), and (ii) any landlord estoppels requested by Purchaser with respect to the Space Leases. If despite the parties’ good faith efforts to obtain any such required consent to any such assignment of a Space Lease cannot be obtained, Purchaser may elect to sublease the applicable Leased Space from Seller provided that all necessary consents, if any, required in connection with any such sublease are obtained. Any such sublease shall be on the same economic terms and for the same duration as the applicable Space Lease. It shall be a condition to Purchaser’s obligation to assume any Space Lease or to sublease without the space leased thereunder that Purchaser receive a landlord estoppel reasonably acceptable to Purchaser. The inability to obtain consents necessary to assume any Space Lease (or to the change in ownership prior written consent of † Management Company where † Management Company is the lessee) or sublease the space leased thereunder shall not be deemed to be a failure of a condition to Closing. In connection with obtaining the consents described in this Section, the parties shall also endeavor to have the landlords release the current tenants (other than † Management Company) and any guarantors from any liability under the Space Leases with respect to the period after ClosingBuyer. (b) The parties have agreed that Seller shall not (assuming Closing occursand shall not permit or cause the Companies and their Subsidiaries to) † Management Company release or return any security or other deposits other than upon and in connection with the termination of any Space Lease as required pursuant to the terms of such Space Lease, shall have the right to assign the Home Office not apply any security or other deposits under any Space Lease to † (or another Person designated by †) as of the end of the fifth lease year or (if not previously so assigned) as of the end obligations of any lease year thereafter, and to be released from any further liability thereunder (other than tenant except with respect to events or circumstances any Space Lease that occurred between is not a Major Space Lease in the date Purchaser acquired † Management Company ordinary course of business and the date of such assignment) upon such assignment; provided that † Management Company shall not be entitled to make such an assignment at any time when a material default exists under the Home Office Lease (although † Management Company may thereafter assign the Home Office Lease consistent with past practice and in accordance with the terms of this Section if such material default is first cured). Accordingly, † hereby agrees to so assume (or cause another Person to assume) the Home Office Lease upon not less than six months’ and not more than eighteen months’ prior written notice (an “Assignment Notice”) from † Management Company effective upon the end of the fifth lease year or (if not previously so assigned) as of the end of any lease year thereafter, provided that the Home Office Landlord (i) consents to such assignment, and (ii) agrees that † Management Company shall be released from any liability under the Home Office Lease with respect to events or circumstances first occurring during the period from and after the date of such assignment (such consent and agreement to be evidenced by a written “Home Office Consent and Release”). Commencing promptly after † receives an Assignment Notice, † shall use commercially reasonable efforts to obtain the Home Office Consent and Release. If the Home Office Consent and Release is not obtained by the date which is 60 days after the delivery of the Assignment Notice, then † Management Company may deliver the Termination Notice referenced in Section 2.4 of the Home Office applicable non-Major Space Lease, and † shall pay the Termination Fee referenced in such Section 2.4. Because such Termination Fee is required to be delivered simultaneously with such Termination Notice, † shall remit such Termination Fee to † Management Company (or, at his election, directly to Home Office Landlord with evidence thereof to † Management Company) within ten days after notice from † Management Company that it has elected to deliver such Termination Notice. If † fails to so remit the Termination Fee, † Management Company may itself pay the Termination Fee to Home Office Landlord, and † shall on demand reimburse † Management Company therefor with interest thereon at the prime rate of interest (as reported in the Wall Street Journal) plus six percent per annum until paid in full. If the Home Office Lease is assigned to † (or his designee) as contemplated by this Section 6.5(b), then (1) † Management Company and Purchaser shall indemnify † (or such designee) against any liability under such lease arising out of any events or circumstances taking place during the period from the date Purchaser acquired † Management Company to the date of such assignment, and (2) † shall indemnify † Management Company and Purchaser against any liability under such lease arising out of any events or circumstances taking place after the date of any such assignment. Without limiting the generality of the foregoing, † shall pay any termination fees due under such lease arising after any such assignment. The terms of this Section 6.5(b) shall survive Closing and shall not be subject to or limited by any of the provisions of Article 7 hereof (e.g. amounts due shall not be subject to the liability caps or survival period limitations set forth therein).

Space Leases. With respect to the leases of the tenants set forth on Schedule C attached hereto and made a part hereof: (a) Purchaser and Seller shall cooperate to attempt to obtain (i) any landlord consents or other consents as may be necessary in connection with the assignment and assumption of the Space Leases or in connection with Purchaser’s acquisition of † Management Company (with respect to any represents that it has examined such leases under (which † Management Company is leases, together with any amendments or modifications thereto are collectively referred to herein as the lessee), "Space Leases" and (iithe lessees thereunder are herein called "Space Tenants") any landlord estoppels requested by and Purchaser with respect to or Purchaser's attorney has initialed the Space Leases. If despite there be any discrepancy between Space Leases, as so examined and initialed, and the parties’ good faith efforts information pertaining thereto as listed on Schedule C, the Space Leases shall be controlling and such discrepancy shall not prejudice Seller or affect any liability of Purchaser hereunder. With respect to obtain any such required consent to any such assignment of a Space Lease cannot be obtainedthe information contained on Schedule C, Purchaser may elect acknowledges that Seller is making no representation whatsoever as to sublease the applicable Leased accuracy of such information, except that the Space from Tenants listed on Schedule C are the tenants in the Premises and that the Space Leases are the only leases affecting the Premises with respect to which Seller provided has an interest as a tenant-in-common in the landlord's position thereunder; it being understood that all necessary consentsSeller is making no representation whatsoever with respect to Leases, if any, required in connection with that were entered into by any such sublease are obtained. Any such sublease shall be on the same economic terms and for the same duration as the applicable Space Lease. It shall be a condition to Purchaser’s obligation to assume any Space Lease or to sublease the space leased thereunder that Purchaser receive a landlord estoppel reasonably acceptable to Purchaser. The inability to obtain consents necessary to assume any Space Lease (or to the change in ownership of † Management Company where † Management Company is the lessee) or sublease the space leased thereunder shall not be deemed to be a failure of a condition to Closing. In connection with obtaining the consents described in this Section, the parties shall also endeavor to have the landlords release the current tenants (tenant-in-common other than † Management Company) and any guarantors from any liability under the Space Leases with respect to the period after ClosingSeller. (b) The parties have agreed Purchaser acknowledges that no representation has been made and Seller assumes no responsibility whatsoever with respect to the continued occupancy of the Premises, or any part thereof, by Space Tenants, or any of them. Seller does not undertake or guarantee that (assuming Closing occursi) † Management Company shall have the right to assign the Home Office Lease to † (Space Tenants, or another Person designated by †) any of them, are in occupancy as of the end of date hereof or will be in occupancy at the fifth lease year Closing or (if ii) that the Space Leases will be in full force and effect at the Closing. Prior to the Closing, Seller has the right, but not previously so assigned) the obligation, to enforce its rights against Space Tenants, or any of them, by summary proceedings or in any other manner, except as of otherwise provided in Article 5 hereof. Purchaser agrees that the end removal, prior to the Closing, of any lease year thereafterSpace Tenants, of their own volition and to be released from any further liability thereunder (other than with respect to events without the consent of Seller, or circumstances that occurred between the date Purchaser acquired † Management Company and the date of such assignment) upon such assignment; provided that † Management Company by summary proceedings or otherwise, shall not be entitled the basis for, nor give rise to make such an assignment at any time when a material default exists claim on the part of Purchaser nor affect the obligations of Purchaser under the Home Office Lease (although † Management Company may thereafter assign the Home Office Lease this Contract in accordance with the terms of this Section if such material default is first cured). Accordingly, † hereby agrees to so assume (or cause another Person to assume) the Home Office Lease upon not less than six months’ and not more than eighteen months’ prior written notice (an “Assignment Notice”) from † Management Company effective upon the end of the fifth lease year or (if not previously so assigned) as of the end of any lease year thereafter, provided that the Home Office Landlord (i) consents to such assignmentmanner whatsoever, and (ii) agrees that † Management Company Purchaser shall be released from any liability under the Home Office Lease with respect to events or circumstances first occurring during the period from close title and after the date of such assignment (such consent and agreement to be evidenced by a written “Home Office Consent and Release”). Commencing promptly after † receives an Assignment Notice, † shall use commercially reasonable efforts to obtain the Home Office Consent and Release. If the Home Office Consent and Release is not obtained by the date which is 60 days after the accept delivery of the Assignment Notice, then † Management Company may deliver Deed without such Space Tenants in possession and without any allowance or reduction in the Termination Notice referenced in Section 2.4 Purchase Price. Seller shall not apply all or any part of the Home Office Lease, and † shall pay the Termination Fee referenced in Security Deposit for any Space Tenant unless such Section 2.4. Because such Termination Fee is required to be delivered simultaneously with such Termination Notice, † shall remit such Termination Fee to † Management Company (or, at his election, directly to Home Office Landlord with evidence thereof to † Management Company) within ten days after notice from † Management Company that it Space Tenant has elected to deliver such Termination Notice. If † fails to so remit the Termination Fee, † Management Company may itself pay the Termination Fee to Home Office Landlord, and † shall on demand reimburse † Management Company therefor with interest thereon vacated its demised premises at the prime rate of interest (as reported in the Wall Street Journal) plus six percent per annum until paid in full. If the Home Office Lease is assigned to † (or his designee) as contemplated by this Section 6.5(b), then (1) † Management Company and Purchaser shall indemnify † (or such designee) against any liability under such lease arising out of any events or circumstances taking place during the period from the date Purchaser acquired † Management Company to the date of such assignment, and (2) † shall indemnify † Management Company and Purchaser against any liability under such lease arising out of any events or circumstances taking place after the date of any such assignment. Without limiting the generality of the foregoing, † shall pay any termination fees due under such lease arising after any such assignment. The terms of this Section 6.5(b) shall survive Closing and shall not be subject to or limited by any of the provisions of Article 7 hereof (e.g. amounts due shall not be subject to the liability caps or survival period limitations set forth therein)Property.

Space Leases. (a) Purchaser and Seller shall cooperate to attempt to obtain not (i) enter into any landlord consents Space Leases, (ii) amend, modify, renew, or extend any Space Lease, (iii) consent to any assignment or sublease of a Space Lease which requires Seller’s consent, or (iv) take any other consents as may be necessary in connection with the assignment and assumption of the Space Leases or in connection with Purchaser’s acquisition of † Management Company (material action with respect to any such leases under which † Management Company is Space Lease (excluding actions that Seller deems reasonably necessary to comply with the lessee)terms of, and (ii) or otherwise avoid default or liability under, the applicable Space Lease; provided that Seller shall use reasonable efforts to consult with Purchaser prior to taking any landlord estoppels requested by Purchaser action with respect to the foregoing), except with the prior written consent of Purchaser, which consent may be granted or withheld in Purchaser’s sole discretion (except to the extent Seller is obligated as landlord to be reasonable under such Space Leases. If despite the parties’ good faith efforts Lease, in which event Purchaser’s consent will not be unreasonably withheld, conditioned or delayed); provided, however, that (a) if Purchaser fails to obtain any such required consent object to any such assignment of a action by Seller within ten (10) business days (or such shorter time period in which Seller is required to respond pursuant to the applicable Space Lease) after Seller gives Purchaser notice thereof, then Purchaser shall be deemed to have consented to such action, and (b) subject to Section 5.6.3, Seller may terminate any Space Lease canwith Purchaser’s consent, which consent will not be obtainedunreasonably withheld, Purchaser may elect to sublease the applicable Leased Space from Seller provided that all necessary consentsconditioned or delayed, if anyand, required in connection with any such sublease are obtained. Any such sublease shall be on termination, Seller may permit the same economic terms and tenant to remain in occupancy, and/or extend the term of the lease, for a period not longer than the same duration as last date of the applicable term of the New Seller Space Lease. It Notwithstanding the foregoing, Seller makes no assurances, nor shall it be a condition to Purchaser’s obligation to assume any Space Lease or to sublease the space leased thereunder closing, that Purchaser receive a landlord estoppel reasonably acceptable to Purchaser. The inability to obtain consents necessary to assume any Space Lease (or to the change in ownership of † Management Company where † Management Company is the lessee) or sublease the space leased thereunder shall not be deemed to be a failure of a condition to Closing. In connection with obtaining the consents described in this Section, the parties shall also endeavor to have the landlords release the current tenants (other than † Management Company) and any guarantors from any liability under the Space Leases with respect to will be in good standing and performing or in force and effect on the period after ClosingClosing Date. (b) The parties have agreed that (assuming Closing occurs) † Management Company shall have the right to assign the Home Office Lease to † (or another Person designated by †) as of the end of the fifth lease year or (if not previously so assigned) as of the end of any lease year thereafter, and to be released from any further liability thereunder (other than with respect to events or circumstances that occurred between the date Purchaser acquired † Management Company and the date of such assignment) upon such assignment; provided that † Management Company shall not be entitled to make such an assignment at any time when a material default exists under the Home Office Lease (although † Management Company may thereafter assign the Home Office Lease in accordance with the terms of this Section if such material default is first cured). Accordingly, † hereby agrees to so assume (or cause another Person to assume) the Home Office Lease upon not less than six months’ and not more than eighteen months’ prior written notice (an “Assignment Notice”) from † Management Company effective upon the end of the fifth lease year or (if not previously so assigned) as of the end of any lease year thereafter, provided that the Home Office Landlord (i) consents to such assignment, and (ii) agrees that † Management Company shall be released from any liability under the Home Office Lease with respect to events or circumstances first occurring during the period from and after the date of such assignment (such consent and agreement to be evidenced by a written “Home Office Consent and Release”). Commencing promptly after † receives an Assignment Notice, † shall use commercially reasonable efforts to obtain the Home Office Consent and Release. If the Home Office Consent and Release is not obtained by the date which is 60 days after the delivery of the Assignment Notice, then † Management Company may deliver the Termination Notice referenced in Section 2.4 of the Home Office Lease, and † shall pay the Termination Fee referenced in such Section 2.4. Because such Termination Fee is required to be delivered simultaneously with such Termination Notice, † shall remit such Termination Fee to † Management Company (or, at his election, directly to Home Office Landlord with evidence thereof to † Management Company) within ten days after notice from † Management Company that it has elected to deliver such Termination Notice. If † fails to so remit the Termination Fee, † Management Company may itself pay the Termination Fee to Home Office Landlord, and † shall on demand reimburse † Management Company therefor with interest thereon at the prime rate of interest (as reported in the Wall Street Journal) plus six percent per annum until paid in full. If the Home Office Lease is assigned to † (or his designee) as contemplated by this Section 6.5(b), then (1) † Management Company and Purchaser shall indemnify † (or such designee) against any liability under such lease arising out of any events or circumstances taking place during the period from the date Purchaser acquired † Management Company to the date of such assignment, and (2) † shall indemnify † Management Company and Purchaser against any liability under such lease arising out of any events or circumstances taking place after the date of any such assignment. Without limiting the generality of the foregoing, † shall pay any termination fees due under such lease arising after any such assignment. The terms of this Section 6.5(b) shall survive Closing and shall not be subject to or limited by any of the provisions of Article 7 hereof (e.g. amounts due shall not be subject to the liability caps or survival period limitations set forth therein).