(6TH), SEVENTH (7TH), EIGHTH (8TH), NINTH (9TH), FIFTEENTH (15TH) AND TWENTIETH
(20TH) LEASE YEAR, SUBJECT TO AND IN ACCORDANCE WITH THE TERMS OF THIS
SECTION 24.2 (EACH A "PURCHASE OPTION").
THE TERM "LEASE YEAR" AS REFERRED TO
HEREIN SHALL MEAN EACH TWELVE-MONTH PERIOD WITHIN THE LEASE TERM COMMENCING UPON
THE TERM COMMENCEMENT DATE.
EACH SUBSEQUENT LEASE YEAR ENDS TWELVE MONTHS AFTER
THE PRECEDING ONE.
THE LAST DAY OF EACH OF THE FIFTH (5TH), SIXTH (6TH),
SEVENTH (7TH), EIGHTH (8TH), NINTH (9TH), FIFTEENTH (15TH) AND TWENTIETH (20TH)
LEASE YEAR SHALL BE REFERRED TO HEREIN AS THE "PURCHASE OPTION CLOSING DATE" FOR
EACH APPLICABLE PURCHASE OPTION.
24.2.2
TENANT SHALL HAVE NO RIGHT TO EXERCISE ANY PURCHASE OPTION, OR
CONSUMMATE ANY ACQUISITION PURSUANT THERETO, (A) DURING ANY PERIOD WHEN A TENANT
DEFAULT EXISTS AND IS CONTINUING UNDER THIS LEASE (EXCEPT AS PROVIDED IN
SECTION 19.1.4), OR (B) IF THIS LEASE HAS EXPIRED OR OTHERWISE BEEN TERMINATED.
THE RIGHTS CONTAINED IN THIS SECTION 24.2 SHALL BE PERSONAL TO TENANT OR TO ANY
ASSIGNEE PURSUANT TO AN EXEMPT ASSIGNMENT, AND SHALL AUTOMATICALLY BECOME NULL
AND VOID UPON ANY TRANSFER OR ASSIGNMENT BY THE TENANT (OTHER THAN AN EXEMPT
ASSIGNMENT).
24.2.3
IF TENANT CHOOSES TO EXERCISE ANY PURCHASE OPTION, THEN (A) THE
CLOSING DATE FOR THE PURCHASE OF THE PREMISES SHALL BE THE RESPECTIVE PURCHASE
OPTION CLOSING DATE, AND (B) TENANT SHALL DELIVER WRITTEN NOTICE TO LANDLORD OF
TENANT'S DECISION TO EXERCISE THE PURCHASE OPTION (THE "PURCHASE OPTION EXERCISE
NOTICE") AT LEAST NINETY (90) DAYS PRIOR TO SUCH PURCHASE OPTION CLOSING DATE.
IF TENANT EXERCISES ANY PURCHASE OPTION, BUT THE CLOSING OF TENANT'S PURCHASE OF
THE PREMISES DOES NOT OCCUR BY THE PURCHASE OPTION CLOSING DATE (FOR ANY REASON
OTHER THAN DUE TO THE MATERIAL DEFAULT OF LANDLORD HEREUNDER OR UNDER THE
APPLICABLE PURCHASE AND SALE AGREEMENT OR A FAILURE OF CLOSING CONDITIONS FOR
THE BENEFIT OF TENANT SET FORTH IN SECTION 4 OF THE PURCHASE AND SALE
AGREEMENT), THEN THE PURCHASE OPTION EXERCISED BY TENANT (AND ALL OTHER PURCHASE
OPTIONS UNDER THIS LEASE) SHALL AUTOMATICALLY LAPSE AND BE OF NO FURTHER FORCE
OR EFFECT, AND TENANT SHALL HAVE NO FURTHER RIGHTS UNDER THIS SECTION 24.2.
NOTWITHSTANDING THE FOREGOING, IF LANDLORD HAS ENCUMBERED THE TITLE TO THE
PREMISES IN A MANNER WHICH CONSTITUTES A VIOLATION OF THE TERMS OF THIS LEASE,
THEN (UNLESS TENANT PREVIOUSLY CONSENTED TO SUCH ENCUMBRANCE) THE APPLICABLE
PURCHASE OPTION CLOSING DATE SHALL BE AUTOMATICALLY EXTENDED UNTIL SUCH
ENCUMBRANCE IS EITHER (I) REMOVED AS AN ENCUMBRANCE ON TITLE TO THE PREMISES, OR
(II) INSURED OVER BY THE APPLICABLE TITLE COMPANY.
24.2.4
UPON LANDLORD'S RECEIPT OF THE PURCHASE OPTION EXERCISE NOTICE FROM
TENANT, LANDLORD AND TENANT SHALL EXECUTE A PURCHASE AND SALE AGREEMENT FOR THE
PREMISES SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT 'G' (THE "PURCHASE
AND SALE AGREEMENT").
IN CONNECTION WITH SUCH PURCHASE AND SALE, TENANT SHALL
REIMBURSE LANDLORD FOR ALL REASONABLE AND CUSTOMARY COSTS ACTUALLY INCURRED BY
LANDLORD IN CONNECTION WITH THE PURCHASE AND SALE TRANSACTION INCLUDING, BUT NOT
LIMITED