OF THE COMMENCEMENT DATE).
LANDLORD SHALL NOT
BE PERMITTED TO AMEND THE PREPAYMENT TIMEFRAMES AND/OR PREPAYMENT TERMS OF ANY
LOAN IN ANY MANNER THAT IS LESS FAVORABLE TO TENANT DURING THE PERIOD COMMENCING
SIX (6) MONTHS PRIOR TO THE BEGINNING OF TENANT'S OPTION NOTICE PERIOD AND
CONTINUING UNTIL ITS EXPIRATION, WITHOUT TENANT'S CONSENT (NOT TO BE
UNREASONABLY WITHHELD OR DELAYED).
IF TENANT DESIRES TO CLOSE ON A PURCHASE
DATE THAT IS NOT AT LEAST SIX (6) MONTHS PRIOR TO THE LOAN MATURITY DATE (IN
ORDER TO LEAVE LANDLORD SUFFICIENT TIME TO REFINANCE THE LOAN), THEN TENANT MAY
SHORTEN SUCH PERIOD BY UP TO THREE (3) MONTHS BY DEPOSITING WITH AN ESCROW AGENT
AND UNDER ESCROW TERMS WHICH SHALL EACH BE MUTUALLY ACCEPTABLE TO LANDLORD AND
TENANT A NON-REFUNDABLE, INTEREST-BEARING DEPOSIT IN AN AMOUNT EQUAL TO FIVE
(5%) PERCENT OF THE OPTION PRICE ON OR BEFORE THE DATE THAT IS SIX (6) MONTHS
PRIOR TO THE LOAN MATURITY DATE.
IN ADDITION, TENANT MAY CLOSE ON ANY OTHER
EARLIER DATE DURING THE OPTION WINDOW (THAT IS NOT SUBJECT TO LOCKOUT UNDER THE
TERMS OF THE APPLICABLE LOAN) SO LONG AS TENANT PAYS ANY AND ALL PREPAYMENT
PREMIUMS THAT MAY BE DUE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN, TENANT SHALL NOT BE PERMITTED TO DELIVER, AND LANDLORD SHALL NOT BE
OBLIGATED TO ACCEPT, AN OPTION NOTICE AT ANY TIME THAT A MONETARY EVENT OF
DEFAULT SHALL HAVE OCCURRED AND THEN BE CONTINUING UNDER THIS LEASE, BUT THE
ACCEPTANCE OF SUCH OPTION NOTICE BY LANDLORD SHALL NOT CONSTITUTE, OR BE DEEMED
OR CONSTRUED AS, A WAIVER BY LANDLORD OR A CURE OF ANY EVENT OF DEFAULT UNDER
THIS LEASE.
(B)
IF TENANT SHALL EXERCISE THE FOREGOING
PURCHASE OPTION, THEN ON THE LATER TO OCCUR OF (I) THE OPTION PURCHASE DATE OR
(II) THE DATE WHEN TENANT HAS PAID THE OPTION PRICE AND HAS SATISFIED ALL OTHER
MONETARY OBLIGATIONS, LANDLORD SHALL CONVEY THE LEASED PREMISES TO TENANT IN
ACCORDANCE WITH PARAGRAPH 20 HEREOF; PROVIDED, THAT LANDLORD, SHALL NOT BE
OBLIGATED TO HONOR TENANT'S PURCHASE OPTION AT ANY TIME AFTER THE OPTION LAPSE
DATE UNLESS TENANT HAS TIMELY EXERCISED SUCH PURCHASE OPTION AND LANDLORD,
THROUGH NO FAULT OF TENANT HAS FAILED TO CONVEY THE LEASED PREMISES TO TENANT.
IF (I) THIS LEASE SHALL TERMINATE FOR ANY REASON PRIOR TO THE DATE ORIGINALLY
FIXED HEREIN FOR THE EXPIRATION OF THE TERM, OR (II) IF TENANT SHALL FAIL TO
GIVE THE OPTION EXERCISE NOTICE, TIME BEING OF THE ESSENCE, OR (III) THE
TRANSACTION DOCUMENTS HAVE BEEN MODIFIED, REFORMED OR REPLACED WITHOUT THE
CONSENT OF LANDLORD PURSUANT TO A PROCEEDING UNDER THE U.S. BANKRUPTCY CODE OR
OTHERWISE, THEN, IN ANY SUCH EVENT, THE OPTION
60
PROVIDED IN THIS PARAGRAPH 34 AND ANY EXERCISE THEREOF BY TENANT SHALL CEASE AND
TERMINATE AND SHALL BE NULL AND VOID.
IN SUCH EVENT TENANT SHALL EXECUTE A
QUITCLAIM DEED AND SUCH OTHER DOCUMENTS AS LANDLORD SHALL REASONABLY REQUEST
EVIDENCING THE TERMINATION OF ITS OPTION.
THE PURCHASE OPTION SHALL NOT BE
TRANSFERABLE