TO, ATTORNEYS' FEES FOR OUTSIDE COUNSEL (PROVIDED, HOWEVER, THAT TENANT
WILL NOT BE REQUIRED TO REIMBURSE LANDLORD'S ATTORNEYS' FEES IN EXCESS OF
$25,000 (AS SUCH AMOUNT SHALL BE ADJUSTED BY MULTIPLYING $25,000 BY THE CPI
ADJUSTMENT FACTOR DESCRIBED BELOW)).
AS USED HEREIN, THE "CPI ADJUSTMENT
FACTOR" MEANS, AS OF ANY DATE, THE GREATER OF (A) THE CPI FOR SUCH DATE DIVIDED
BY THE CPI FOR THE EFFECTIVE DATE; AND (B) 1.00. AS USED HEREIN, "CPI" MEANS THE
UNITED STATES DEPARTMENT OF LABOR, BUREAU OF LABOR STATISTICS "CONSUMER PRICE
INDEX" FOR ALL URBAN CONSUMERS (CPI-U) PUBLISHED FOR THE LOS
ANGELES-RIVERSIDE-ORANGE COUNTY, CA, METROPOLITAN STATISTICAL AREA, WITH A BASE
OF 1982-1984 = 100.
IF THE CPI CEASES TO BE PUBLISHED, WITH NO SUCCESSOR INDEX,
THEN THE PARTIES SHALL REASONABLY AGREE UPON A REASONABLE SUBSTITUTE INDEX.
THE
CPI FOR ANY DATE MEANS THE CPI LAST PUBLISHED BEFORE THE CALENDAR MONTH THAT
INCLUDES SUCH DATE.
43
24.2.5
THE PURCHASE PRICE PAYABLE BY TENANT FOR THE ACQUISITION OF THE
PREMISES PURSUANT TO THE PURCHASE OPTION SHALL BE AS FOLLOWS:
(A)
WITH REGARD TO ANY ACQUISITION OF THE PREMISES PURSUANT TO THE
PURCHASE OPTION AT THE END OF LEASE YEAR FIVE (5), SIX (6), SEVEN (7), EIGHT
(8) OR NINE (9), THE PURCHASE PRICE SHALL BE CALCULATED AS OF THE APPLICABLE
PURCHASE OPTION CLOSING DATE AS FURTHER DESCRIBED ON EXHIBIT 'D' (REFERRED TO
HEREIN AS THE "PO MODEL").
FOR ILLUSTRATIVE PURPOSES, A SAMPLE CALCULATION OF
THE PURCHASE PRICE PURSUANT TO THIS SECTION 24.2.5(A) IS ALSO ATTACHED HERETO AS
EXHIBIT 'D'.
FURTHERMORE, CONTEMPORANEOUSLY WITH THE EXECUTION OF THIS LEASE,
THE PARTIES WILL EXCHANGE A MUTUALLY AGREED UPON SOFTWARE MODEL IN EXECUTABLE
MICROSOFT EXCEL FORMAT. EACH PARTY SHALL RECEIVE THE SOFTWARE MODEL IN COMPACT
DISC FORMAT, AND SHALL HOLD SUCH COMPACT DISC IN ESCROW UNTIL A PURCHASE OPTION
EXERCISE NOTICE IS DELIVERED, AT WHICH POINT SUCH MODEL SHALL BE UTILIZED TO
CALCULATE THE PURCHASE PRICE AT THE TIME OF THE RELEVANT PURCHASE OPTION CLOSING
DATE.
PROMPTLY FOLLOWING THE [***], THE PARTIES WILL DISCUSS AND ENDEAVOR TO
AGREE UPON THE APPLICABLE PURCHASE PRICE (IN ACCORDANCE WITH EXHIBIT 'D') FOR
THE PURCHASE OPTIONS AT THE END OF LEASE YEAR FIVE (5), SIX (6), SEVEN (7),
EIGHT (8) AND NINE (9), AND THE PARTIES WILL BY WRITTEN AMENDMENT APPEND SUCH
PURCHASE PRICES TO THIS LEASE AS A NEW EXHIBIT.
IF THE PARTIES ARE UNABLE TO
AGREE UPON THE APPLICABLE PURCHASE PRICE, THEN THIS LEASE SHALL CONTINUE IN FULL
FORCE AND EFFECT UNTIL SUCH PURCHASE PRICE IS AGREED UPON.
IF THE DATE ON WHICH
SUCH PURCHASE PRICE IS AGREED UPON IS AFTER THE APPLICABLE PURCHASE OPTION
CLOSING DATE HAS PASSED THEN THE CLOSING SHALL OCCUR ON THE DATE THAT IS THIRTY
DAYS AFTER SUCH PURCHASE PRICE IS AGREED UPON.
(B)
WITH REGARD TO ANY ACQUISITION OF THE PREMISES PURSUANT TO THE
PURCHASE OPTION AT THE END OF LEASE YEAR FIFTEEN (15) OR TWENTY (20), THE
PURCHASE PRICE SHALL EQUAL THE "FAIR MARKET VALUE" FOR THE PREMISES DETERMINED
AS OF THE DATE