|AMAZON COM INC filed this Form 10-K on 01/30/2013|
6.1.1 From the Effective Date until the Closing, Seller shall continue to operate, maintain, and repair the Property in the ordinary course of business and to the standard that Seller has operated the Property to date, and shall perform obligations of Seller under any and all easements burdening or benefitting the Property to the extent such obligations are required to be performed prior to Closing, but shall not take any of the following actions after the expiration of the Due Diligence Period without the prior written consent of Purchaser, which consent may be granted or withheld in Purchasers reasonable discretion, and which consent shall be deemed granted if Purchaser fails to respond to a written request for its consent within ten (10) Business days: (a) make or permit to be made any material alterations to or upon the Property (provided, however, Purchasers consent shall not be required for repairs or other work of an emergency nature, as required by law, or under any Lease or License, provided that Seller shall notify Purchaser of such work as soon as practicable), (b) enter into any contracts for the provision of services and/or supplies to the Property that are not terminable without premium or penalty by Purchaser upon no more than thirty (30) days prior written notice, or amend or modify any of the Contracts in any material respect, unless such Contract, as amended, may be terminated without premium or penalty by Purchaser upon no more than thirty (30) days prior written notice, (c) enter into any leases, licenses, or other occupancy agreements for the Property or any part thereof, or extend (except pursuant to a provision of the existing Lease or License), terminate or cancel (except in the event of a tenant default), or otherwise amend (except pursuant to a provision of the existing Lease or License) any of the Leases or Licenses, (d) remove or permit the removal from the Property of any fixtures, mechanical equipment, or any other item included in the Property except when replaced with items of equal or greater quality and value by Seller prior to Closing, and except for the use and consumption at the Property of inventory, office, and other supplies and spare parts, and the replacement of worn out, obsolete, and defective tools, equipment, and appliances, in each case in the ordinary course of business, (e) settle, compromise, withdraw, or terminate any real estate tax appeal or proceeding affecting the Property other than any relating solely to periods prior to tax year 2012, or (f) grant any easements or title encumbrances that will affect the Property after the Closing Date. Provided, however that there shall be no deemed consent granted by Purchasers failure to timely respond with regard to any new leases, licenses, or other occupancy agreements or to an amendment of any Lease or License. If Seller grants, permits or creates any title encumbrance prior to the Closing Date, and does not agree to remove such encumbrance pursuant to Section 3.2, Purchaser may treat such failure as a Seller default.
[Notwithstanding the provisions of Section 6.1.1 above, from the Effective Date until the Closing Date prospective new Leases or Licenses will be handled in the following manner. Seller shall keep Purchaser reasonably informed of discussions with any prospective tenant including, without limitation, the identity of potential tenants, offered lease terms and the like. Any proposed Letters of Intent for leases shall be subject to Purchasers prior written approval, which approval may be granted or withheld in Purchasers reasonable discretion and which consent shall be deemed granted if Purchaser fails to respond to a written request for its consent within ten (10) Business days. All new leases shall utilize the form retail lease which is attached hereto as Exhibit N (the Form Retail Lease). It shall be considered reasonable for Purchaser withhold its consent and, notwithstanding the language above, consent shall not be deemed granted due to Purchasers failure to timely respond to any of the following terms: