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unsatisfied due to the failure of Tenant to timely perform its obligations under this Lease. Such termination shall be effective immediately upon notice. If Tenant so terminates this Lease due to the fact that the applicable conditions remain unsatisfied for reasons other than the failure of Tenant to timely perform its obligation under this Lease, then within ten (10) days after Tenant's written demand, Landlord shall reimburse Tenant for all out-of-pocket costs and expenses incurred prior to such termination by Tenant in pursuance of this Lease and in the performance of Tenant's undertakings hereunder, including, the cost of Tenant's Work (without limitation) all legal fees, fees and expenses of Tenant's architects and design professionals and amounts paid by Tenant to Landlord hereunder; provided, however, that such costs and expenses will be reimbursable to Tenant only after notice thereof to Landlord. Landlord's reimbursement obligation shall survive the termination of this Lease and shall not be subject to any provisions hereof otherwise purporting to limit Landlord's liability or the recourse that may be had against Landlord. (c) Landlord's Termination Rie:ht. If the Tenant's Work Commencement Conditions are not satisfied (or waived in writing by Tenant, subject to the terms hereof) within thirty (30) months after the Effective Date of this Lease, then Landlord may elect to terminate this Lease by sending written notice to Tenant at any time thereafter but prior to the commencement of Tenant's Work Period; provided, however, that Landlord's right to terminate shall not apply if the applicable conditions remain unsatisfied due to the failure of Landlord to perform its obligations under this Lease. Such termination shall be effective sixty (60) days after the date of such notice; provided, however, that such termination notice shall be void and ineffective if, prior to the expiration of such 60-day period, the underlying conditions are satisfied or waived in writing by Tenant, subject to the next following paragraph. Additionally, if this Lease is terminated by Landlord pursuant to this Section 3 .l( c) but Landlord subsequently proceeds with the development of the Center within two (2) years after the date of such termination and such development includes (or is planned by Landlord to include) a multi-screen theater (the "Alternate Theater Premises"), then Tenant shall have the "right of first refusal" to lease the Alternate Theater Premises from Landlord in accordance with the following procedures and conditions: (1) Upon receipt of an executed term sheet, letter of intent or lease for the Alternate Theater Premises that is acceptable to Landlord (the "Offer to Lease") and in any event at least fifteen (15) days before Landlord executes or becomes bound by any Offer to Lease, Landlord shall deliver a copy of the tenant-executed Offer to Lease to Tenant; (2) If Tenant desires to lease the Alternate Theater Premises from Landlord upon the salient business terms and conditions of the Offer to Lease, Tenant shall exercise its right of first refusal by notice to Landlord ("Tenant's Exercise Notice") within fifteen (15) days after Tenant's receipt of the Offer to Lease; (3) If Tenant fails to deliver Tenant's Exercise Notice to Landlord within fifteen (15) days after Tenant's receipt of the Offer to Lease, then Tenant shall be deemed to have waived its right of first refusal with respect to such Offer to Lease and Landlord shall be free to accept same; (4) If Tenant timely delivers Tenant's Exercise Notice to Landlord then, for the next following thirty (30) days, Landlord and Tenant shall diligently and in good faith endeavor to finalize and execute a binding lease agreement for the Alternate Theater Premises (the "Alternate Lease"), which shall contain the salient business terms and 19 CHG02:3091375.v8 . _... ..