Participation in Sale Proceeds. If Landlord sells the Premises at any time within the first three (3) years of the Term to any party other than Tenant or any subsidiary of Tenant (whether pursuant to the provisions of Section 35 or otherwise), then Tenant shall receive from Landlord ten percent (10%) of Landlord’s Profit (defined below) from such sale. Whether Landlord sells the Premises, and the terms and conditions of such sale, shall be in the sole and absolute discretion of Landlord and not subject to review or approval by Tenant. Notwithstanding anything herein to the contrary, nothing contained in this section shall be deemed to reduce or terminate the Term unless Landlord and Tenant shall expressly consent to the same in writing. For purposes of this Section 36, the term “Profit” means:
Participation in Sale Proceeds. If Borrower shall sell the Property, then, in addition to the outstanding principal and all accrued interest thereon and all other sums which may be due to Lender under the Note, Security Deed and the Other Loan Documents, Borrower shall pay to Lender an amount equal to twenty-five percent (25%) of the Net Sale Proceeds. "Net Sale Proceeds" as used herein shall mean the gross sale price of the Property less (i) the outstanding principal balance of the Note, (ii) all accrued and unpaid interest under the Note, (iii) any Prepayment Premium required by Section 4 of this Third Amendment, (iv) customary closing costs incident to the sale and closing actually incurred by Borrowers, and (v) an amount equal to the capital contributions actually made by the partners of Borrower prior to the date hereof to fund capital expenses of Borrower for tenant improvement costs and leasing commissions related solely to the Property; provided, however, Borrower shall provide to Lender such documentation and back up information as Lender shall reasonably request to verify such contributions and expenses, which documentation and information shall be in form and substance reasonably satisfactory to Lender, and in no event shall the total amount expended under this subsection 5.1(v) exceed $120,000 for the purposes of calculating Net Sale Proceeds. Closing costs shall include only the following: (a) actual amounts paid by Borrower as a sales or brokerage commission or other like fee to real estate agents (in no event shall any such commission or fee be payable to Borrower or any partners of Borrower or any affiliate of Borrower or its partner if the total commission would exceed the normal sales commission by a third party broker), (b) normal adjustments between Borrower and the purchaser such as taxes (including any transfer tax paid by Borrower), rents, security deposits, utilities and other similar Property expenses, (c) actual and reasonable attorneys' fees incurred by Borrower for the negotiation of the contract for sale and consummation of the sale, and (d) any other costs approved by Lender prior to sale in Lender's reasonable discretion. "Gross Sale Price" shall mean total consideration in whatever form paid for the Property (including, e.g., the value of sums to be received by Borrower or any related party pursuant to a long term management agreement, leasing commissions or similar devices to the extent the consideration received pursuant to or in the form of such managem...
Participation in Sale Proceeds
