payable by Tenant upon the purchase of the Premises or
any Site pursuant to any provisions of this Lease shall, at Landlord's sole
option, be determined as of the actual date of such purchase by Tenant, provided
that Tenant shall have paid to Landlord all Rent due and payable hereunder to
and including such date.
Any prepaid Fixed Rent or other prepaid sums paid to
Landlord shall be prorated as of the date the purchase is completed, and the
prorated unapplied balance shall be deducted from the applicable purchase price
due to Landlord.
No apportionment of any Impositions shall be made upon such purchase, Tenant
being liable for payment thereof during the Term as Tenant and being liable
thereafter as owner.
(C)
IN THE EVENT OF THE PURCHASE OF THE
PREMISES OR ANY SITE BY TENANT PURSUANT TO ANY PROVISION OF THIS LEASE, TENANT
SHALL, ON THE DATE OF THE CLOSING OF SUCH PURCHASE, PAY TO LANDLORD (IN ADDITION
TO PAYMENT OF THE APPLICABLE PURCHASE PRICE) ALL RENT AND OTHER SUMS THEN DUE
AND OWING BY TENANT TO LANDLORD HEREUNDER RELATING TO THE PROPERTY PURCHASED
THROUGH THE DATE OF THE CLOSING OF SUCH PURCHASE.
30.
RIGHT OF FIRST REFUSAL
(A)
FROM AUGUST 1, 2012 THROUGH OCTOBER 31,
2012 ("ROFR PERIOD") AND SO LONG AS NO EVENT OF DEFAULT THEN EXISTS (UNLESS,
SOLELY FOR THE PURPOSES OF THIS PARAGRAPH 30, EITHER (X) SUCH EVENT OF DEFAULT
IS WAIVED IN WRITING BY LANDLORD, LANDLORD HAVING NO OBLIGATION TO DO SO OR (Y)
TENANT REMEDIES SUCH EVENT OF DEFAULT AS FOLLOWS:
(1) WITH RESPECT TO A
MONETARY EVENT OF DEFAULT, TENANT PAYS ALL SUMS THEN DUE AND PAYABLE TO CURE
SUCH EVENT OF DEFAULT AND (2) WITH RESPECT TO A NON-MONETARY EVENT OF DEFAULT,
TENANT INDEMNIFIES LANDLORD AGAINST ANY AND ALL LOSSES OR CLAIMS ARISING AS A
RESULT OF SUCH NON-MONETARY EVENT OF DEFAULT), BUT SUBJECT TO TERMINATION AS SET
FORTH BELOW, TENANT SHALL HAVE A RIGHT OF FIRST REFUSAL TO PURCHASE THE PREMISES
UPON THE TERMS AND CONDITIONS SET FORTH IN THIS PARAGRAPH 30.
DURING THE ROFR
PERIOD LANDLORD SHALL NOT SELL OR AGREE TO SELL THE PREMISES WITHOUT FIRST
COMPLYING WITH THIS PARAGRAPH 30.
(B)
DURING THE ROFR PERIOD, IF LANDLORD RECEIVES
AN OFFER TO SELL THE PREMISES TO A PERSON THAT IS NOT A LANDLORD AFFILIATE OR AN
AFFILIATE OF TENANT OR GUARANTOR WHICH LANDLORD
DESIRES TO ACCEPT, LANDLORD SHALL NOTIFY ("ROFR NOTICE") TENANT IN WRITING OF
SUCH EVENT.
LANDLORD AGREES THAT IF LANDLORD RECEIVES SUCH AN OFFER TO SELL THE
PREMISES DURING THE ROFR PERIOD FOR A PURCHASE PRICE OF $16,280,000.00 OR
GREATER ON AN ALL-CASH BASIS, LANDLORD SHALL AGREE TO ACCEPT SUCH OFFER SOLELY
FOR PURPOSES OF THIS PARAGRAPH 30 AND COMPLYING WITH THE PROVISIONS OF THIS
PARAGRAPH 30.
THE DATE SUCH NOTICE IS GIVEN IS HEREIN CALLED THE "ROFR NOTICE
DATE".
THE ROFR NOTICE SHALL STATE THAT LANDLORD INTENDS TO SELL THE PREMISES
TO A PERSON THAT IS NOT A LANDLORD AFFILIATE OR AN AFFILIATE OF