from Landlord. Capitalized terms used
herein but not otherwise defined shall have the meanings ascribed thereto in the
Lease.
2.
Lease Term.
The Lease shall take effect on March 30, 2010. The
term of the Lease shall be for two hundred forty (240) months commencing on the
Substantial Completion Date (as defined in the Lease) (the "Term Commencement
Date") and ending on the date that is two hundred forty (240) months after the
Term Commencement Date (the "Lease Term"), subject to earlier termination of the
Lease as provided therein; provided, however, that the Lease provides Tenant
with four (4) options to extend the Lease Term, as further described in the
Article 36 of the Lease.
3.
PURCHASE OPTION. THE LEASE GRANTS TENANT THE OPTION TO PURCHASE
THE PREMISES FROM LANDLORD AT THE END OF THE FOLLOWING RESPECTIVE LEASE YEARS:
THE FIFTH (5TH), SIXTH (6TH), SEVENTH (7TH), EIGHTH (8TH), NINTH (9TH),
FIFTEENTH (15TH) AND TWENTIETH (20TH) LEASE YEAR, SUBJECT TO AND IN ACCORDANCE
WITH SECTION 24.2 OF THE LEASE.
4.
RIGHT OF FIRST NEGOTIATION.
THE LEASE GRANTS TENANT THE RIGHT OF
FIRST NEGOTIATION WITH RESPECT TO ANY SALE OF THE PREMISES BY LANDLORD TO A
THIRD PARTY, SUBJECT TO AND IN ACCORDANCE WITH SECTION 24.3 OF THE LEASE.
5.
NO EFFECT ON LEASE. THE PARTIES HAVE PREPARED, SIGNED, AND
ACKNOWLEDGED THIS MEMORANDUM SOLELY FOR RECORDING PURPOSES. THIS MEMORANDUM DOES
NOT MODIFY, INCREASE, DECREASE, OR IN ANY OTHER WAY AFFECT ANY PARTY'S RIGHTS,
DUTIES, OR OBLIGATIONS UNDER THE LEASE. LANDLORD AND TENANT EACH HAS RIGHTS,
DUTIES, AND OBLIGATIONS (AND CONDITIONS TO ITS RIGHTS) UNDER THE LEASE BUT NOT
STATED IN THIS MEMORANDUM. IF THE PROVISIONS OF THE LEASE AND THE PROVISIONS OF
THIS MEMORANDUM CONFLICT, THEN THE PROVISIONS OF THE LEASE SHALL GOVERN. NOTHING
IN THIS MEMORANDUM CONSTITUTES ANY REPRESENTATION OR WARRANTY BY EITHER PARTY.
TO THE EXTENT, IF ANY, THAT THE LEASE LIMITS THE LIABILITY OF EITHER LANDLORD OR
TENANT, SUCH LIMITATION ALSO APPLIES TO ANY SUCH LIABILITY UNDER THIS
MEMORANDUM.
6.
SUCCESSORS AND ASSIGNS. THE LEASE AND THIS MEMORANDUM SHALL BIND
AND BENEFIT THE PARTIES HERETO AND THEIR SUCCESSORS AND ASSIGNS.
7.
TERMINATION. THIS MEMORANDUM SHALL AUTOMATICALLY TERMINATE AND BE
OF NO FORCE OR EFFECT UPON ANY TERMINATION OF THE LEASE. WITHIN FIFTEEN (15)
DAYS FOLLOWING SUCH TERMINATION, TENANT WILL PROVIDE TO LANDLORD AN EXECUTED AND
ACKNOWLEDGED QUITCLAIM DEED, RELEASING AND QUITCLAIMING ALL RIGHT, TITLE AND
INTEREST IN AND TO THE PROPERTY, SPECIFICALLY INCLUDING ANY INTEREST PURSUANT TO
THE LEASE.
8.
Counterparts.
This Memorandum may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of such
counterparts shall constitute one agreement.
To facilitate the execution of
this Memorandum, the parties may execute and exchange by telephone facsimile or
by other electronic methods (including email) counterparts of this Memorandum or
the signature pages hereto.
Signatures to this Memorandum transmitted
electronically or by telecopy shall be valid and effective to bind the party so
signing.
Each party hereto agrees to promptly