EXERCISE OF OPTION.
(A)
SELLER SHALL, NOT LESS THAN THIRTY (30) DAYS PRIOR TO THE ESCROW
CLOSING, ADVISE LESSOR THAT SELLER INTENDS TO EXERCISE ITS PURCHASE OPTION UNDER
SECTION 24 OF THE EXISTING LEASE (INDICATING THAT SELLER DESIRES TO CLOSE ON THE
PURCHASE WITHIN 48 HOURS AFTER FORMALLY EXERCISING THE PURCHASE OPTION), AND
REQUEST THAT LESSOR COOPERATE WITH SELLER IN THE PURCHASE AND SALE OF THE
PROPERTY WITHIN SAID TIME-FRAME.
SUCH NOTICE TO LESSOR SHALL NOT, HOWEVER, BE
INTENDED TO CONSTITUTE THE EXERCISE OF THE PURCHASE OPTION, OR BE BINDING UPON
SELLER.
(B)
PROVIDED THAT (I) THIS AGREEMENT SHALL BE IN FULL FORCE AND
EFFECT, AND (II) PURCHASER SHALL NOT THEN BE IN DEFAULT OF ANY OF ITS
OBLIGATIONS HEREUNDER, SELLER SHALL, AS SOON AS REASONABLY PRACTICABLE FOLLOWING
(OR, AT SELLER'S DISCRETION, SIMULTANEOUSLY WITH, AS PROVIDED IN
SECTION 9(D) BELOW) THE CONSUMMATION OF THE ESCROW CLOSING, (A) EXERCISE THE
OPTION PURSUANT TO AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF SECTION 24
OF THE EXISTING LEASE, INSTRUCTING THAT THE CLOSING THEREUNDER OCCUR NOT SOONER
THAN ONE (1) BUSINESS DAY, AND NOT LATER THAN FOUR (4) BUSINESS DAYS, AFTER THE
DATE OF THE ESCROW CLOSING AND (B) PROMPTLY DELIVER TO PURCHASER A COPY OF
SELLER'S WRITTEN OPTION NOTICE TO LESSOR.
(C)
PURCHASER AGREES, AT PURCHASER'S SOLE COST AND EXPENSE (INCLUDING,
WITHOUT LIMITATION, PAYMENT OF THE PROPERTY PURCHASE PRICE), TO PURCHASE THE
PROPERTY FROM LESSOR AT CLOSING (AND TO RECEIVE FROM LESSOR SUCH DOCUMENTS AS
ARE NECESSARY TO TRANSFER FEE TITLE TO THE PROPERTY), PURSUANT TO AND IN
ACCORDANCE WITH SECTION 24 OF THE EXISTING LEASE, AND TO PERFORM ALL OBLIGATIONS
OF "LESSEE" UNDER THE EXISTING LEASE WITH RESPECT TO THE EXERCISE OF THE OPTION
AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED THEREBY, ALL SUBJECT TO
THE TERMS AND CONDITIONS OF THIS AGREEMENT (COLLECTIVELY, THE "PROPERTY
CLOSING").
(D)
NOTWITHSTANDING THE PROVISIONS OF SECTIONS 24(A)(II),
24(A)(III) AND 24(H) OF THE EXISTING LEASE, PURCHASER AND SELLER AGREE THAT
PURCHASER DOES NOT DESIRE, AND PURCHASER SHALL NOT BE OBLIGATED, TO ACCEPT A
LESSOR LOAN (AS DEFINED IN THE EXISTING LEASE), AND THAT PURCHASER SHALL PAY THE
DOWN PAYMENT (AS DEFINED IN THE EXISTING LEASE) IN THE FULL AMOUNT OF THE
PURCHASE PRICE, IN CASH, AT THE PROPERTY CLOSING.
SELLER AND PURCHASER AGREE
THAT IN THE EVENT THAT LESSOR REQUIRES THAT A LESSOR LOAN BE MADE, THAT
(I) PURCHASER SHALL BORROW THE LESSOR LOAN AND PREPAY AND DISCHARGE THE SAME
SIMULTANEOUSLY AT THE PROPERTY CLOSING, (II) SELLER SHALL CONTRIBUTE TOWARD SUCH
PREPAYMENT THE AMOUNT OF THE 2% PREPAYMENT PREMIUM, IF ANY, CHARGED BY LESSOR IN
CONNECTION WITH SUCH PREPAYMENT AT CLOSING OF THE LESSOR LOAN, AND
(III) PURCHASER SHALL RECEIVE AT CLOSING, AS A CREDIT AGAINST THE ASSIGNMENT
PURCHASE PRICE, THE AMOUNT OF ANY DIRECT OUT-OF-POCKET EXPENSES (I.E. MORTGAGE
RECORDING TAXES), EXCLUDING PURCHASER'S LEGAL FEES, ACTUALLY AND NECESSARILY
INCURRED BY PURCHASER IN CONNECTION WITH THE AFORE-DESCRIBED BORROWING AND
PREPAYMENT MECHANISM.
10
(E)
WITHOUT LIMITING ANY OTHER RIGHTS OR REMEDIES OF SELLER PURSUANT
TO SECTION