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Estate for the purpose of undertaking such project(which may contain an option for Ivy Tech to purchase the Real Estate following the expiration or termination of the 1993 Lease). 2. Right of First Refusal. During the Extension Term(as defined herein)the exclusivity right set forth in Section is extinguished. Subject to the exception set forth in Section 3 hereof, should the Commission receive a bona fide offer to lease the Real Estate from a third party(the"Third Party")during the Extension Term that the Commission would desire to pursue,the Commission shall give written notice thereof to Ivy Tech(the"Offering Notice") which Offering Notice shall contain(i)the name and address of the third party lessee; (ii)the terms and conditions of said offer; and(iii)an offer to lease the Real Estate to Ivy Tech for the Ivy Tech Uses upon terms and conditions similar to those proposed by said third party or upon such other terms and conditions as may be agreed to by Ivy Tech and the Commission within thirty(30)days thereof. If Ivy Tech fails to agree, in writing, to a lease of the Real Estate upon terms and conditions agreeable to both parties hereto within thirty(30)days of the receipt of the Offering Notice,the Commission shall have the right to enter into an agreement for the lease of the Real Estate with the Third Party. 3. - Right of First Refusal Exception. Notwithstanding Section 2 hereof,during the Extension Term,the Commission may accept an offer-from a Third Party without providing an Offering Notice to,and extending any right of first refusal by, Ivy Tech if the offer from the Third Party received by the Commission would create employment opportunities or taxable assessed value or otherwise lead to the completion of a development that the Commission in its sole determination finds that such employment,taxable assessed value or type of development would provide a transformational opportunity to the City of South Bend downtown. In such event,the Commission shall provide a notice to Ivy Tech that the Commission is terminating this Agreement. This exception only applies to an offer received by the Commission by a Third Party during the Extension Term. 4. Term,Extension,Termination and Remedies. (a) The term of this Agreement(the"Initial Term") shall run from the Effective Date and,subject to extension or termination as provided herein, expire on October 24, 2014. (b) At its option, Ivy Tech may determine to extend the Initial Term for an additional period, ending December 24,2014(the"Extension Term")by providing written notice of such extension to the Commission on or before the expiration of the Initial Term. (c) Notwithstanding the foregoing,this Agreement shall terminate(i)during the Initial Term,upon the Commission paying to Ivy Tech$40,000, reflecting Ivy Tech's investment in a feasibility study for the Real Estate; 2 US.53700158.05