OF MIDNIGHT ON THE EARLY TERMINATION DATE, EXCEPT FOR
THOSE OBLIGATIONS WHICH BY THEIR NATURE SURVIVE THE EXPIRATION OF THIS LEASE;
PROVIDED, HOWEVER, THAT TENANT SHALL REMAIN LIABLE FOR ALL OF TENANT'S
OBLIGATIONS WHICH AROSE UNDER THE LEASE WITH RESPECT TO THE TERMINATED PREMISES,
PRIOR TO MIDNIGHT ON THE EARLY TERMINATION DATE, AND PROVIDED FURTHER THAT IF
TENANT EXERCISES THE TERMINATION OPTION, BUT FAILS TO VACATE AND SURRENDER THE
TERMINATION PREMISES BY THE EARLY TERMINATION DATE, THE PROVISIONS OF
SECTION 15.1 ABOVE SHALL APPLY TO SUCH HOLDOVER.
IF THE TERMINATION PREMISES IS
COMPRISED OF LESS THAN THE ENTIRE PREMISES THEN LEASED HEREUNDER, THEN EFFECTIVE
AS OF THE DATE IMMEDIATELY FOLLOWING THE EARLY TERMINATION DATE, THE BASE RENT
PAYABLE UNDER THIS LEASE AND TENANT'S PROPORTIONATE SHARE SHALL BE REDUCED TO
REFLECT THE TERMINATION OF THE LEASE WITH RESPECT TO THE TERMINATED PREMISES.
19.4
EFFECTIVENESS OF TERMINATION.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY ABOVE, TENANT'S RIGHT TO TERMINATE THIS LEASE PURSUANT TO THE ABOVE
SHALL, AT LANDLORD'S OPTION, BE INAPPLICABLE IF, AT THE TIME OF DELIVERY OF
TENANT'S TERMINATION NOTICE, OR ON THE EARLY TERMINATION DATE, THERE EXISTS AN
UNCURED EVENT OF DEFAULT UNDER THE LEASE, OR IF TENANT FAILS TO PAY THE ENTIRE
TERMINATION FEE REQUIRED HEREUNDER.
ARTICLE 20.
RIGHT OF FIRST OFFER TO PURCHASE
20.1
RIGHT OF FIRST OFFER.
IF LANDLORD RECEIVES A BONA FIDE OFFER TO
PURCHASE FEE TITLE TO THE BUILDING AND LANDLORD DESIRES TO ACCEPT SUCH OFFER OR
LANDLORD OTHERWISE DESIRES TO ENTER INTO AN AGREEMENT TO SELL OR EXCHANGE
LANDLORD'S INTEREST IN THE PROJECT, BEFORE ACCEPTING SUCH OFFER OR ENTERING INTO
A BINDING AGREEMENT TO ENGAGE IN SUCH TRANSACTION, LANDLORD SHALL IMMEDIATELY
NOTIFY TENANT IN WRITING OF THE EXACT TERMS AND CONDITIONS OF THE PROPOSED
TRANSACTION, INCLUDING RELEVANT CONTINGENCIES (THE "OFFER NOTICE"), AND THE
FOLLOWING PROVISIONS SHALL THEREAFTER APPLY:
(A)
THE OFFER NOTICE SHALL CONSTITUTE AN OFFER BY LANDLORD TO SELL THE
PROJECT TO TENANT ON THE SAME TERMS AND CONDITIONS AS SET FORTH IN THE BONA FIDE
OFFER FROM THE THIRD PARTY, AND FOR A PERIOD OF FIFTEEN (15) BUSINESS DAYS
THEREAFTER TENANT SHALL HAVE THE RIGHT AND OPTION, EXERCISABLE BY WRITTEN NOTICE
TO LANDLORD ("NOTICE OF EXERCISE"), TO ELECT TO PURCHASE THE PROJECT UPON THE
SAME TERMS AND CONDITIONS SET FORTH IN THE OFFER NOTICE (INCLUDING
CONTINGENCIES, IF ANY, FOR TITLE, ENVIRONMENTAL AND PHYSICAL CONDITION
INSPECTIONS AND DUE DILIGENCE), PROVIDED, HOWEVER, THE PURCHASE PRICE SHALL IN
ALL EVENTS BE PAYABLE IN ALL CASH TO LANDLORD (I.E. THERE SHALL BE NO SELLER
FINANCING).
(B)
IF TENANT FAILS TO EXERCISE SUCH RIGHT AND OPTION BY GIVING NOTICE
OF EXERCISE TO LANDLORD WITHIN SUCH FIFTEEN (15) BUSINESS DAY PERIOD, LANDLORD
MAY AT ANY TIME THEREAFTER CONSUMMATE A SALE OF THE PROJECT FOR A TOTAL PURCHASE
PRICE OF NOT LESS THAN NINETY PERCENT (90%) OF THAT SPECIFIED IN THE OFFER
NOTICE. IF LANDLORD
41
ELECTS TO REDUCE THE PURCHASE PRICE TO A SUM WHICH IS LESS THAN NINETY PERCENT
(90%) OF THAT SPECIFIED IN THE OFFER NOTICE, LANDLORD