Common use of Choices Clause in Contracts

Choices. On the Designated Sale Date 3COM shall have the right and the obligation to either: (i) purchase BNPLC's interest in the Property and in Escrowed Proceeds, if any, for a net cash price equal to the Purchase Price; or (ii) cause the Applicable Purchaser to purchase BNPLC's interest in the Property and in Escrowed Proceeds, if any, for a net cash price not less than the lesser of (a) the Fair Market Value of the Property, (b) fifteen percent (15%) of Stipulated Loss Value outstanding immediately prior to the purchase or (c) the Purchase Price. If, however, the Fair Market Value is less than fifteen percent (15%) of Stipulated Loss Value and less than the Purchase Price, BNPLC may elect to keep the Property and any Escrowed Proceeds rather than sell to the Applicable Purchaser, in which case 3COM shall pay BNPLC an amount equal to (A) eighty-five percent (85%) of Stipulated Loss Value, less (B) the sum of (x) any Escrowed Proceeds then held and to be retained by BNPLC, (y) any Direct Payments to Participants and (z) any Deposit Taker Losses. Unless BNPLC elects to keep the Property pursuant to the preceding sentence, 3COM must make a supplemental payment to BNPLC on the Designated Sale Date equal to the excess (if any) of the Purchase Price over the net cash price actually paid to BNPLC on the Designated Sale Date by the Applicable Purchaser for BNPLC's interest in the Property and in Escrowed Proceeds, if any. However, provided no Event of Default has occurred and is continuing under the Lease, and provided further that neither 3COM nor any Applicable Purchaser has failed to pay any amount required to be paid by this Agreement on the date such amount first became due, any supplemental payment required by the preceding sentence shall not exceed (1) eighty-five percent (85%) of Stipulated Loss Value on the Designated Sale Date, less (2) any Direct Payments to Participants and any Deposit Taker Losses. Any supplemental payment payable to BNPLC by 3COM, rather than by the Applicable Purchaser, pursuant to this clause (ii) is hereinafter referred to as the "Shortage Amount." If the net cash price actually paid by the Applicable Purchaser to BNPLC exceeds the Purchase Price and all other sums that are then due from 3COM to BNPLC, 3COM shall be entitled to such excess. If any amount payable to BNPLC pursuant to this subparagraph 2(a) is not actually paid to BNPLC on the Designated Sale Date, 3COM shall pay interest on the past due amount computed at the Default Rate from the Designated Sale Date. However, 3Com shall be entitled to a reduction of the interest required by the preceding sentence equal to the Base Rent, if any, paid by 3Com as provided in Paragraph 17 of the Lease for any holdover period after the Designated Sale Date.

Choices. On the Designated Sale Date 3COM shall have the right and the obligation to either: (i) purchase BNPLC's interest in the Property and in Escrowed Proceeds, if any, for a net cash price equal to the Purchase Price; or (ii) cause the Applicable Purchaser to purchase BNPLC's interest in the Property and in Escrowed Proceeds, if any, for a net cash price not less than the lesser of (a) the Fair Market Value of the Property, (b) fifteen percent (15%) of Stipulated Loss Value outstanding immediately prior to the purchase or (c) the Purchase Price. If, however, the Fair Market Value is less than fifteen percent (15%) of Stipulated Loss Value and less than the Purchase Price, BNPLC may elect to keep the Property and any Escrowed Proceeds rather than sell to the Applicable Purchaser, in which case 3COM shall pay BNPLC an amount equal to (A) eighty-five percent (85%) of Stipulated Loss Value, less (B) the sum of (x) any Escrowed Proceeds then held and to be retained by BNPLC, (y) any Direct Payments to Participants and (z) any Deposit Taker Losses. Unless BNPLC elects to keep the Property pursuant to the preceding sentence, 3COM must make a supplemental payment to BNPLC on the Designated Sale Date equal to the excess (if any) of the Purchase Price over the net cash price actually paid to BNPLC on the Designated Sale Date by the Applicable Purchaser for BNPLC's interest in the Property and in Escrowed Proceeds, if any. However, provided no Event of Default has occurred and is continuing under the Lease, and provided further that neither 3COM nor any Applicable Purchaser has failed to pay any amount required to be paid by this Agreement on the date such amount first became due, any supplemental payment required by the preceding sentence shall not exceed (1) eighty-five percent (85%) of Stipulated Loss Value on the Designated Sale Date, less (2) any Direct Payments to Participants and any Deposit Taker Losses. Any supplemental payment payable to BNPLC by 3COM, rather than by the Applicable Purchaser, pursuant to this clause (ii) is hereinafter referred to as the "Shortage Amount." If the net cash price actually paid by the Applicable Purchaser to BNPLC exceeds the Purchase Price and all other sums that are then due from 3COM to BNPLC, 3COM shall be entitled to such excess. If any amount payable to BNPLC pursuant to this subparagraph 2(a) is not actually paid to BNPLC on the Designated Sale Date, 3COM shall pay interest on the past due amount computed at the Default Rate from the Designated Sale Date. However, 3Com Tenant shall be entitled to a reduction of the interest required by the preceding sentence equal to the Base Rent, if any, paid by 3Com Tenant as provided in Paragraph 17 of the Lease for any holdover period after the Designated Sale Date.

Choices. On the Designated Sale Date 3COM Date, even if an Event of Default shall have occurred and be continuing or the Lease shall have been terminated, Solectron shall have the right and the obligation to either: (i) purchase BNPLC's interest in the Property and in Escrowed Proceeds, if any, for a net cash price equal to the Purchase Price; or (ii) or cause the Applicable Purchaser an Affiliate of Solectron to purchase BNPLC's interest in the Property and in Escrowed Proceeds, if any, for a cash price equal to the Break Even Price; or (ii) cause an Applicable Purchaser who is not an Affiliate of Solectron to purchase the Property and Escrowed Proceeds, if any, from BNPLC for a net cash price set by Solectron at an amount not less than below the lesser of (a) the Fair Market Value of the PropertyValue, (b) fifteen percent (15%) the Residual Risk Percentage of Stipulated Loss Value outstanding immediately prior to the purchase purchase, or (c) the Purchase Break Even Price. If, however, pursuant to the Fair Market Value is less than fifteen percent (15%) preceding sentence Solectron sets a net cash price below the Residual Risk Percentage of Stipulated Loss Value and less than below the Purchase PriceBreak Even Price (because Fair Market Value is lower), BNPLC may affirmatively elect to keep the Property and any Escrowed Proceeds rather than sell to the Applicable Purchaser, in which case 3COM shall Solectron must pay to BNPLC an amount a supplemental payment equal to (A) eighty-five percent (85%) of Stipulated Loss Value, less (B) the sum of (x) any Escrowed Proceeds then held and to be retained by BNPLC, (y) any Direct Payments to Participants and (z) any Deposit Taker LossesSolectron's Maximum Remarketing Obligation. Unless BNPLC elects to keep the Property pursuant to the preceding sentence, 3COM Solectron must make a supplemental payment to BNPLC on the Designated Sale Date equal to the excess (if any) of the Purchase Break Even Price over the net total of the cash price actually paid to BNPLC on the Designated Sale Date by the Applicable Purchaser for BNPLC's interest in the Property and in any Escrowed Proceeds; provided, if any. Howeverhowever, provided no Event of Default has occurred and is continuing under the Lease, and provided further that neither 3COM nor any Applicable Purchaser has failed to pay any amount required to be paid by this Agreement on the date such amount first became due, any supplemental payment required by the preceding sentence shall not exceed Solectron's Maximum Remarketing Obligation. (1) eighty-five percent (85%) of Stipulated Loss Value on the Designated Sale Date, less (2) any Direct Payments to Participants and any Deposit Taker Losses. Any supplemental payment payable to BNPLC by 3COMSolectron, rather than by the Applicable Purchaser, pursuant to this clause (ii) is hereinafter herein referred to as the "Shortage AmountSUPPLEMENTAL PAYMENT." ") If the net cash price actually paid by the Applicable Purchaser to BNPLC exceeds the Purchase Break Even Price and all other sums that are then due from 3COM Solectron to BNPLCBNPLC under the Lease and Closing Certificate, 3COM Solectron shall be entitled to such excess. If any amount payable to BNPLC pursuant to this subparagraph 2(a. (a) is not actually paid to BNPLC on the Designated Sale Date, 3COM Solectron shall pay interest on the past due amount computed at the Default Rate from the Designated Sale Date. However, 3Com Solectron shall be entitled to a reduction of credit against the interest required by the preceding sentence equal to the Base Rent, if any, actually paid by 3Com as provided in Paragraph 17 of Solectron pursuant to the Lease for any holdover period after the Designated Sale Date.

Choices. On the Designated Sale Date 3COM Date, regardless of whether an Event of Default shall have occurred and be continuing, Informix shall have the right and the obligation to either: (i) purchase BNPLC's interest in the Property and in Escrowed Proceeds, if any, for a net cash price equal to the Purchase Price; or (ii) cause the Applicable Purchaser to purchase BNPLC's interest in the Property and in Escrowed Proceeds, if any, for a net cash price not less than set by Informix, but in no event shall Informix set a net cash price below the lesser of (a) the Fair Market Value of the Property, (b) fifteen percent (15%) of Stipulated Loss Value outstanding immediately prior to the purchase or (c) the Purchase Price. If, however, pursuant to the Fair Market Value is less than preceding sentence Informix sets a net cash price below fifteen percent (15%) of Stipulated Loss Value and less than below the Purchase Price, BNPLC may elect to keep the Property and any Escrowed Proceeds rather than sell to the Applicable Purchaser, in which case 3COM Informix shall pay BNPLC an amount equal to (A) eighty-five percent (85%) of Stipulated Loss Value, less (B) the sum of (x) any Escrowed Proceeds then held and to be retained by BNPLC, (y) any Direct Payments to Participants and (z) any Deposit Taker Losses. Unless BNPLC elects to keep the Property pursuant to the preceding sentence, 3COM Informix must make a supplemental payment to BNPLC on the Designated Sale Date equal to the excess (if any) of the Purchase Price over the net cash price actually paid to BNPLC on the Designated Sale Date by the Applicable Purchaser for BNPLC's interest in the Property and in Escrowed Proceeds, if any. However, provided no Event of Default has occurred and is continuing under the Lease, and provided further that neither 3COM Informix nor any Applicable Purchaser has failed to pay any amount required to be paid by this Agreement on the date such amount first became due, any supplemental payment required by the preceding sentence shall not exceed (1) eighty-five percent (85%) of Stipulated Loss Value on the Designated Sale Date, less (2) any Direct Payments to Participants and any Deposit Taker Losses. Any supplemental payment payable to BNPLC by 3COMInformix, rather than by the Applicable Purchaser, pursuant to this clause (ii) is hereinafter referred to as the "Shortage Amount." If the net cash price actually paid by the Applicable Purchaser to BNPLC exceeds the Purchase Price and all other sums that are then due from 3COM Informix to BNPLC, 3COM Informix shall be entitled to such excess. If any amount payable to BNPLC pursuant to this subparagraph 2(a) is not actually paid to BNPLC on the Designated Sale Date, 3COM Informix shall pay interest on the past due amount computed at the Default Rate from the Designated Sale Date. However, 3Com Tenant shall be entitled to a reduction of the interest required by the preceding sentence equal to the Base Rent, if any, paid by 3Com Tenant as provided in Paragraph 17 of the Lease for any holdover period after the Designated Sale Date.

Choices. On the Designated Sale Payment Date 3COM Genentech shall have the right and the obligation to either: (i) purchase BNPLCor cause an Applicable Purchaser to purchase BNP's interest in the Property and in Escrowed Proceeds, if any, for a net cash price equal to the Purchase Price; or (ii) cause the an Applicable Purchaser who is not an Affiliate of Genentech to purchase BNPLCBNP's interest in the Property and in Escrowed Proceeds, if any, for a net cash price not less than the lesser of (a) the Fair Market Value of the Property, Property or (b) fifteen eighteen percent (1518%) of Stipulated Loss Value outstanding immediately prior to the purchase or (c) the Purchase Pricepurchase. If, however, the Fair Market Value is less than fifteen eighteen percent (1518%) of Stipulated Loss Value and less than the Purchase PriceValue, BNPLC BNP may elect to keep the Property and any Escrowed Proceeds rather than sell to the Applicable Purchaser, in which case 3COM Genentech shall (1) pay BNPLC BNP an amount equal to (A) eighty-five two percent (8582%) of Stipulated Loss Value, less (B) the sum of (x) any Escrowed Proceeds then held and to be retained by BNPLCBNP, (y) any Direct Payments to Participants and (z2) promptly deliver to BNP (upon BNP's execution of a Transferee's Confidentiality Agreement in favor of Genentech) copies of all plans and specifications for the Property prepared in connection with the construction contemplated by the Lease and all other books and records of Genentech which will be necessary or useful to any Deposit Taker Lossesfuture owner's or occupant's use of the Property in the manner permitted by the Lease, including books and records evidencing the testing and validation of Property for the uses permitted by the Lease. Unless BNPLC BNP elects to keep the Property pursuant to the preceding sentence, 3COM Genentech must make a supplemental payment to BNPLC BNP on the Designated Sale Payment Date equal to the excess (if any) of the Purchase Price over the net cash price actually paid to BNPLC BNP on the Designated Sale Payment Date by the Applicable Purchaser for BNPLCBNP's interest in the Property and in Escrowed Proceeds, if any. However, provided no Event of Default has occurred and is continuing under the Lease, and provided further that neither 3COM Genentech nor any Applicable Purchaser has failed to pay any amount required to be paid by this Agreement on the date such amount first became due, any supplemental payment required by the preceding sentence shall not exceed (1) eighty-five two percent (8582%) of Stipulated Loss Value on the Designated Sale Payment Date, less (2) any Direct Payments to Participants and any Deposit Taker Losses. Any supplemental payment payable to BNPLC BNP by 3COMGenentech, rather than by the Applicable Purchaser, pursuant to this clause (ii) is hereinafter referred to as the "Shortage Amount." If the net cash price actually paid by the Applicable Purchaser to BNPLC BNP exceeds the Purchase Price and all other sums that are then due from 3COM Genentech to BNPLCBNP, 3COM Genentech shall be entitled to such excess. If any amount payable to BNPLC pursuant to this subparagraph 2(a) is not actually paid to BNPLC on the Designated Sale Date, 3COM shall pay interest on the past due amount computed at the Default Rate from the Designated Sale Date. However, 3Com shall be entitled to a reduction of the interest required by the preceding sentence equal to the Base Rent, if any, paid by 3Com as provided in Paragraph 17 of the Lease for any holdover period after the Designated Sale Date.