EXTEND THE LEASE TERM FOR THE ENSUING
OPTION TERM AND ALL TERMS, COVENANTS AND CONDITIONS OF THIS LEASE WILL REMAIN IN
FULL FORCE AND EFFECT DURING THE ENSUING OPTION TERM EXCEPT THAT THE BASE RENT
WITH RESPECT TO THE PREMISES DURING THAT OPTION TERM WILL BE THE FAIR MARKET
RENTAL RATE.
26.5
RISK OF LOSS.
THE RIGHTS AND OBLIGATIONS OF THE LANDLORD AND
TENANT UNDER THIS ARTICLE XXVI WILL NOT BE AFFECTED BY THE OCCURRENCE OF ANY
DAMAGES TO THE PREMISES OR ANY PORTION THEREOF BY FIRE OR OTHER CASUALTY,
WHETHER OCCURRING BEFORE OR AFTER TENANT EXERCISES THE OPTION TO EXTEND.
IF THE
FAIR MARKET RENTAL RATE HAS NOT BEEN DETERMINED PRIOR TO THE OCCURRENCE OF SUCH
FIRE OR OTHER CASUALTY, THE PARTIES AGREE THAT SUCH DETERMINATION WILL BE MADE
AS IF THE DAMAGES TO THE PREMISES HAD NOT OCCURRED AND ALL IMPROVEMENTS TO THE
PREMISES WERE IN THE CONDITION IN WHICH THEY EXISTED IMMEDIATELY PRIOR TO SUCH
CASUALTY EVENT.
IF THE FAIR MARKET RENTAL RATE HAS BEEN DETERMINED PRIOR TO THE
OCCURRENCE OF SUCH FIRE OR OTHER CASUALTY, THE PARTIES AGREE THAT NO DISCOUNT OR
REDUCTION SHALL BE MADE TO THE PREVIOUSLY DETERMINED AMOUNTS BECAUSE OF SUCH
DAMAGES.
UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE REPAIR AND
RESTORATION OF THE DAMAGES WILL PROCEED IN ACCORDANCE WITH SECTION 11.1.3(B) OR
SECTION 11.2 ABOVE.
ARTICLE XXVII.
TENANT'S PURCHASE RIGHT OF FIRST OFFER
27.1
LANDLORD'S
ROFO NOTICE.
IN THE EVENT LANDLORD DESIRES TO SELL
THE PREMISES AT ANY TIME DURING THE LEASE TERM (AS MAY BE EXTENDED), PRIOR TO
INITIATING NEGOTIATIONS WITH PROSPECTIVE PURCHASERS REGARDING THE POSSIBLE SALE,
LANDLORD SHALL FIRST OFFER TO SELL THE PREMISES TO TENANT ("TENANT'S ROFO").
ANY SUCH OFFER TO TENANT SHALL BE IN WRITING, AND SHALL STATE THE TERMS UPON
WHICH LANDLORD WOULD BE WILLING TO SELL THE PREMISES TO TENANT INCLUDING WITHOUT
LIMITATION, THE PROPOSED PURCHASE PRICE, EARNEST MONEY REQUIREMENTS, DURATION OF
INSPECTION PERIOD AND OTHER PERTINENT TIME PERIODS, CLOSING DATE AND ANY OTHER
MATERIAL TERMS OR CONDITIONS ("LANDLORD'S ROFO NOTICE").
LANDLORD SHALL ALSO
SUBMIT TOGETHER WITH LANDLORD'S ROFO NOTICE A COPY OF ANY PROPOSED PROJECT
OFFERING MEMORANDUM OR BROCHURE TO THE EXTENT ONE HAS BEEN PREPARED AT SUCH
TIME.
53
27.2
EXERCISE OF TENANT'S ROFO.
TENANT SHALL HAVE THE RIGHT AND OPTION
TO EXERCISE TENANT'S ROFO AND PURCHASE THE PREMISES, FOR THE PRICE AND UPON THE
TERMS AND CONDITIONS SPECIFIED IN THE LANDLORD'S ROFO NOTICE, WHICH RIGHT AND
OPTION MAY BE EXERCISED ONLY BY GIVING NOTICE OF EXERCISE THEREOF TO LANDLORD
WITHIN THIRTY (30) DAYS FOLLOWING THE DATE ON WHICH TENANT RECEIVES THE
LANDLORD'S ROFO NOTICE.
27.3
EFFECT OF TENANT'S ELECTION.
IF TENANT EXERCISES THE TENANT'S
ROFO IN ACCORDANCE WITH SECTION 27.2 ABOVE, LANDLORD AND TENANT WILL, WITHIN
THIRTY (30) DAYS FOLLOWING SUCH EXERCISE OF THE TENANT'S ROFO, ENTER INTO A
PURCHASE AND SALE AGREEMENT DOCUMENTING THE TERMS AND CONDITIONS OF THE SALE OF
THE PREMISES AS EXPRESSED IN LANDLORD'S ROFO NOTICE AND SHALL PROCEED TO A
CLOSING OF THE SALE IN ACCORDANCE WITH