Notwithstanding anything to the contrary contained herein, Tenant's
agreement to subordinate this Lease shall not be effective unless and until the
mortgagee, beneficiary or lessor, as the case may be, shall execute and deliver
to Tenant a commercially reasonable non-disturbance agreement providing, among
other things, that if any mortgage is foreclosed (or if the Land or the Building
is transferred in lieu of foreclosure), such mortgagee or purchaser shall agree
to accept this Lease and not disturb Tenant's occupancy (so long as Tenant is
not in default hereunder beyond all applicable notice and cure periods).
ARTICLE 20
SURRENDER; [***]; ACQUISITION
20.1
SURRENDER.
UPON TERMINATION OF THE TERM FOR ANY
REASON, (I) TENANT SHALL RETURN THE PREMISES TO LANDLORD BROOM CLEAN, IN GOOD
ORDER AND CONDITION, ORDINARY WEAR AND TEAR EXCEPTED, IN COMPLIANCE WITH ALL
APPLICABLE LAWS; PROVIDED, HOWEVER, THAT TENANT SHALL NOT BE RESPONSIBLE TO
REMOVE ANY RESIDUE OR OTHER MATERIALS WITHIN PIPES, DUCTS, UTILITIES AND
TREATMENT FACILITIES WITHIN THE BUILDING.
IN THE EVENT THAT LANDLORD DOES NOT
EXERCISE THE MICRON [***] PURCHASE OPTION (AS DEFINED IN THE OPERATING
AGREEMENT) TO PURCHASE [***] OWNED BY TENANT, TENANT AND ITS MEMBERS SHALL,
SUBJECT TO SECTION 20.2 BELOW, HAVE THE RIGHT FOR A PERIOD OF UP TO SIXTY (60)
DAYS AFTER THE EXPIRATION OF THE MICRON [***] PURCHASE OPTION, TO REMOVE ALL OR
ANY PORTION OF [***].
TENANT SHALL NOT BE OBLIGATED TO [***] AT THE END OF THE
TERM.
20.2
REPAIR.
IN THE EVENT THAT TENANT SHALL DAMAGE THE
BUILDING IN CONNECTION WITH THE REMOVAL OF ANY ASSOCIATED ASSETS OWNED BY
TENANT, TENANT SHALL, AT ITS EXPENSE, REPAIR SUCH DAMAGE TO RETURN THE BUILDING
TO ITS FORMER CONDITION, REASONABLE WEAR AND TEAR EXCEPTED.
ARTICLE 21
APPLICABLE LAW AND CONSTRUCTION
21.1
GOVERNING LAW.
THIS LEASE SHALL BE GOVERNED BY THE
LAWS OF THE STATE OF DELAWARE AS TO ALL MATTERS OTHER THAN THOSE MATTERS
PERTAINING TO REAL PROPERTY WHICH ARE CUSTOMARILY GOVERNED BY THE LAWS OF THE
STATE WHERE THE PREMISES IS LOCATED.
21.2
INDEPENDENT PROVISIONS.
ANY PROVISION OF THIS LEASE
WHICH IS CONTRARY TO A LAW, WHICH THE PARTIES CANNOT LEGALLY WAIVE OR CONTRACT
AGAINST (SUCH, FOR EXAMPLE, AS LABOR LAWS AND ANTI-TRUST LAWS) IS AND SHALL BE
VOID AND NOT BINDING ON EITHER PARTY HERETO; PROVIDED,
12
HOWEVER, THAT THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OF THIS LEASE
SHALL NOT AFFECT OR IMPAIR ANY OTHER PROVISION OF THIS LEASE.
ARTICLE 22
QUIET ENJOYMENT
Landlord hereby covenants and agrees that if Tenant shall perform all of the
covenants and agreements herein stipulated to be performed on Tenant's part,
Tenant shall at all times during the continuance hereof have peaceable and quiet
enjoyment and possession of the Premises without hindrance from Landlord or any
person or persons lawfully claiming the Premises.
ARTICLE 23
SUCCESSORS AND ASSIGNS
THE TERMS, CONDITIONS AND AGREEMENTS OF THIS LEASE AND ALL RIGHTS AND
OBLIGATIONS HEREIN GIVEN TO OR IMPOSED UPON THE PARTIES HERETO SHALL BIND AND
INURE TO THE BENEFIT OF THE RESPECTIVE HEIRS, EXECUTORS,