Lululemon 2010 Annual Report Download - page 114

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- 17 -
prior to the Completion Date, Estoppel Certificates from all of the Other Tenants despite using all reasonable commercial efforts to
obtain the same, the Vendor will execute and deliver to the Purchaser on the Completion Date certificates of the Vendor for such Other
Tenants certifying the information that would have been in the applicable Estoppel Certificates (the “ Replacement Estoppel
Certificates ”). The Replacement Estoppel Certificates will be deemed for all purposes to be a representation and warranty hereunder
by the Vendor of the truth and accuracy of the matters set forth in the Replacement Estoppel Certificates. The Purchaser will, for a
period of sixty (60) days after the Completion Date, return to the Vendor any Replacement Estoppel Certificate (which will be deemed
null and void except in the case of a material conflict of information contained in the Estoppel Certificate and the Replacement
Estoppel Certificate) for which the Vendor delivers to the Purchaser an Estoppel Certificate in accordance with this section 4.5 for the
same Other Lease. For greater certainty, the Vendor will not be required to obtain an Estoppel Certificate from the Purchaser in respect
of the Lululemon Lease or to provide a Replacement Estoppel Certificate in respect thereof.
The Vendor will deliver to the Purchaser for its information, at least 72 hours prior to the Vendor forwarding them to the Other
Tenants, drafts of all the Estoppel Certificates which the Vendor proposes to deliver to the Other Tenants for execution.
4.6
L
EASE
C
HANGES
.
Until the Purchaser’s Conditions have been satisfied or waived, the Parties acknowledge and confirm that any modification of an
existing Lease and all new proposed Leases will be forwarded to the Purchaser for its review. From and after the Effective Date, and
prior to the satisfaction or waiver of all the Purchaser’s Conditions, all such modifications and all such new proposed Leases will be
subject to the prior written approval of the Purchaser, which approval will not be unreasonably withheld. From and after the
satisfaction or waiver of all the Purchaser’s Conditions, approval may be given or withheld in the Purchaser’s sole and unfettered
discretion. The Purchaser agrees that it will respond to any request for approval within three (3) Business Days after such request is
made in writing to it and if the Purchaser fails to respond within such time the Purchaser will be deemed to have approved such
modification or new proposed Lease. Notwithstanding the foregoing, the Purchaser will not unreasonably withhold or delay its
approval in connection with any requests made by the Other Tenants for consents to assignments or sublets in connection with Other
Leases.
4.7
S
ERVICE
C
ONTRACT
C
HANGES
.
Until the Purchaser’s Conditions have been satisfied or waived, the Parties acknowledge and confirm that any modification of an
existing Service Contract and all new proposed Service Contracts will be forwarded to the Purchaser for its review. From and after the
Effective Date, and prior to the satisfaction or waiver of the Purchaser’s Conditions all such modifications and all such new proposed
Service Contracts will be subject to the prior written approval of the Purchaser, which approval will not be unreasonably withheld.
From and after the satisfaction or waiver of the Purchaser’s Conditions, approval may be given or withheld in the Purchaser’s sole and
unfettered discretion. The Purchaser agrees that it will respond to any request for approval within three (3) Business Days after such
request is made in writing to it and if it fails to respond within such time the Purchaser will be deemed to have approved such
modification or new proposed Service Contract. Notwithstanding the foregoing, the Vendor may enter into any modification of an
existing Service Contract or any new Service Contract without requiring the Purchaser’s approval, if the term of same expires prior to
the Completion Date or if the relevant Service Contract is terminable by the Vendor prior to the Completion Date.