ALL OF
WHOM HAVE PARTICIPATED IN THE DRAFTING HEREOF.
CONSEQUENTLY, LANDLORD AND
TENANT AGREE THAT NO PARTY SHALL BE DEEMED TO BE THE DRAFTER OF THIS LEASE AND
IN THE EVENT THIS LEASE IS EVER CONSTRUED BY A COURT OF LAW, SUCH COURT SHALL
NOT CONSTRUE THIS LEASE OR ANY PROVISION OF THIS LEASE AGAINST ANY PARTY AS THE
DRAFTER OF THE LEASE.
33.19
SURVIVAL.
THE OBLIGATIONS OF THIS LEASE SHALL SURVIVE THE EXPIRATION
OF THE TERM TO THE EXTENT NECESSARY TO IMPLEMENT ANY REQUIREMENT FOR THE
PERFORMANCE OF OBLIGATIONS OR FORBEARANCE OF AN ACT BY EITHER PARTY HERETO WHICH
HAS NOT BEEN COMPLETED PRIOR TO THE TERMINATION OF THIS LEASE.
SUCH SURVIVAL
SHALL BE TO THE EXTENT REASONABLY NECESSARY TO FULFILL THE INTENT THEREOF, OR IF
SPECIFIED, TO THE EXTENT OF SUCH SPECIFICATION, AS SAME IS REASONABLY NECESSARY
TO PERFORM THE OBLIGATIONS AND/OR FORBEARANCE OF AN ACT SET FORTH IN SUCH TERM,
COVENANT OR CONDITION.
NOTWITHSTANDING THE FOREGOING, IN THE EVENT A SPECIFIC
TERM, COVENANT OR CONDITION IS EXPRESSLY PROVIDED FOR IN SUCH A CLEAR FASHION AS
TO INDICATE THAT SUCH PERFORMANCE OF AN OBLIGATION OR FORBEARANCE
67
OF AN ACT IS NO LONGER REQUIRED, THEN THE SPECIFIC SHALL GOVERN OVER THIS
GENERAL PROVISIONS OF THIS LEASE.
33.20
TERMINATION.
(A)
UPON (I) THE COMMENCEMENT BY OR AGAINST GOOGLE
TECHNOLOGY, INC. (HEREINAFTER REFERRED TO AS THE "AMPHITHEATRE SUBTENANT")
PURSUANT TO THE AMPHITHEATRE SUBLEASE (THE "GOOGLE LEASE") OF ANY STATE OR
FEDERAL PROCEEDINGS IN RESPECT OF BANKRUPTCY, INSOLVENCY OR DISSOLUTION, OR THE
APPOINTMENT OF ANY TRUSTEE, LIQUIDATOR, RECEIVER, OR SIMILAR OFFICER FOR GOOGLE
(EACH, A "GOOGLE INSOLVENCY") AND THE ENTRY OR ISSUANCE OF AN ORDER OR DECREE IN
ANY GOOGLE INSOLVENCY REJECTING, AVOIDING, DISAFFIRMING OR OTHERWISE TERMINATING
THE GOOGLE LEASE (PURSUANT TO THE 11 U.S.C § 365 OR OTHERWISE) AND SUCH ORDER OR
DECREE NOT HAVING BEEN STAYED, AND (II) GOOGLE HAVING SURRENDERED SUBSTANTIALLY
ALL OF THE PREMISES LEASED UNDER THE GOOGLE LEASE, TENANT MAY, AT TENANT'S SOLE
AND EXCLUSIVE OPTION, ELECT TO TERMINATE THIS LEASE AND THE OTHER LEASE FOR
CRITTENDEN A (THE "TERMINATION OPTION"), DURING THE OPTION PERIOD.
THE
TERMINATION OPTION AND ITS EXERCISE SHALL BE VOID IF AN EVENT OF DEFAULT BY
TENANT EXISTS, EITHER AT THE TIME OF EXERCISE OF THE TERMINATION OPTION OR ON
THE OPTION TERMINATION DATE (WHICH SHALL MEAN THE OPTION TERMINATION DATE
APPLICABLE TO THIS LEASE, IF THERE SHALL BE MORE THAN ONE OPTION TERMINATION
DATE BY REASON OF THE OPERATION OF THE SECOND PROVISO OF SECTION 33.20(B) OF THE
OTHER LEASE FOR CRITTENDEN A), OR IF, AT EITHER OF SUCH TIMES, THE TENANT NAMED
HEREIN HAS ASSIGNED ITS INTEREST HEREUNDER OR HAS SUBLEASED ALL OR SUBSTANTIALLY
ALL OF THE PREMISES DEMISED HEREUNDER FOR ALL OR SUBSTANTIALLY ALL OF THE
REMAINDER OF THE TERM OF THIS LEASE.
THE "OPTION PERIOD" SHALL MEAN THE PERIOD
COMMENCING ONE (1) BUSINESS DAY AFTER THE LATER OF THE OCCURRENCE OF THE BOTH
(I) AND (II) ABOVE AND ENDING ON THE THIRTIETH (30TH) BUSINESS DAY THEREAFTER.
TENANT