TERMS (WHICH THE PURCHASER SHALL EITHER ASSUME OR
REPAY IN ACCORDANCE WITH ITS TERMS SO LONG AS THE MORTGAGE AND THE MEZZANINE
FINANCING SHALL NOT PRECLUDE LESSEE'S ASSUMPTION OF THE SAME IN ACCORDANCE WITH
THE TERMS THEREOF IN A NON-DISCRIMINATORY MANNER IN RESPECT OF LESSEE OR ITS
DESIGNEE IN ACCORDANCE WITH CLAUSE (V) BELOW);
(V)
LESSEE SHALL HAVE THIRTY (30) DAYS (THE "ELECTION PERIOD") AFTER
THE DELIVERY TO LESSEE OF A PROPOSED SALE NOTICE MEETING THE REQUIREMENTS OF
THIS SECTION 23.4(C) TO ELECT, AT ITS SOLE OPTION, TO ACCEPT THE OFFER PURSUANT
TO THE PROPOSED SALE NOTICE AND PURCHASE, OR HAVE A DESIGNEE (LESSEE OR SUCH
DESIGNEE, AS APPLICABLE, THE "LESSEE PURCHASER") PURCHASE, THE PROPERTY ON THE
OFFER TERMS AND IN ACCORDANCE WITH THIS SECTION 24.3. SUCH ELECTION SHALL BE
MADE, IF AT ALL, BY GIVING WRITTEN NOTICE THEREOF (THE "EXERCISE NOTICE") TO
LESSOR WITHIN THE ELECTION PERIOD, TOGETHER WITH A DEPOSIT EQUAL TO FIVE PERCENT
(5%) OF THE PURCHASE PRICE (THE "DEPOSIT") IN LIEU OF THE DEPOSIT, IF ANY,
SPECIFIED IN THE PROPOSED SALE NOTICE, WHICH SHALL BE PAID IN IMMEDIATELY
AVAILABLE FEDERAL FUNDS WIRED TO AN ACCOUNT DESIGNATED BY AN ESCROW AGENT, WHO
SHALL BE AT THE ELECTION OF THE LESSEE (X) ANY REPUTABLE NATIONAL TITLE COMPANY
SELECTED BY LESSEE OR (Y) ANY OTHER PERSON SELECTED BY LESSEE AND REASONABLY
ACCEPTABLE TO LESSOR (THE "ESCROW AGENT"). THE DEPOSIT SHALL BE HELD BY ESCROW
AGENT PURSUANT TO A FORM OF ESCROW AGREEMENT WHICH SHALL BE REASONABLY
SATISFACTORY IN FORM AND SUBSTANCE TO LESSOR AND LESSEE AND AGREED TO AND
EXECUTED BY THE ESCROW AGENT ON OR PRIOR TO THE EXPIRATION OF THE ELECTION
PERIOD.
(VI)
IF WITHIN THE ELECTION PERIOD LESSEE GIVES THE EXERCISE NOTICE AND
DELIVERS THE DEPOSIT IN THE AMOUNT AND MANNER DESCRIBED IN SECTION 23.4(C)(V),
THEN SUCH ACTION SHALL CREATE A CONTRACT (THE "LESSOR PURCHASE AGREEMENT") AMONG
LESSEE PURCHASER AND LESSOR PURSUANT TO WHICH THE LESSEE PURCHASER IRREVOCABLY
AGREES TO ACQUIRE, AND LESSOR IRREVOCABLY AGREES TO SELL, THE PROPERTY FOR THE
PURCHASE PRICE AND ON THE OTHER OFFER TERMS SPECIFIED IN THE PROPOSED SALE
NOTICE. THE CLOSING FOR SUCH SALE SHALL OCCUR ON THE DATE WHICH IS SIXTY (60)
DAYS AFTER THE DELIVERY TO LESSOR BY LESSEE OF THE EXERCISE NOTICE WITH EACH
PARTY HAVING THE RIGHT TO ADJOURN THE CLOSING ONE OR MORE TIMES FOR UP TO THIRTY
(30) DAYS IN THE AGGREGATE (TIME BEING OF THE ESSENCE WITH RESPECT TO BOTH
PARTIES' OBLIGATION TO CLOSE NO MORE THAN ONE HUNDRED AND TWENTY (120) DAYS FROM
THE DATE OF THE EXERCISE NOTICE). IN ADDITION TO THE PURCHASE PRICE AND OTHER
TERMS SPECIFIED IN THE PROPOSED SALE NOTICE AND TO THE EXTENT NOT STATED IN THE
OFFER TERMS, THE LESSOR PURCHASE AGREEMENT SHALL BE DEEMED TO INCLUDE SUCH OTHER
TERMS AS ARE CUSTOMARY FOR COMPARABLE TRANSACTIONS (THE "OTHER TERMS"). THE
LESSEE PURCHASER AND LESSOR SHALL NEGOTIATE IN GOOD FAITH AND MEMORIALIZE IN
BINDING WRITING ALL OF THE OTHER TERMS WITHIN THIRTY (30) DAYS AFTER THE
DELIVERY