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<br />11.Option to Purchase. The Lessor hereby grants to the Lessee the right and option,
<br />on any date, upon sixty (60) days’ written notice to the Lessor, to purchase the Leased Premises,
<br />or any portion thereof, at a price equal to the amount required to pay all indebtedness incurred on
<br />account of the Leased Premises, or such portion thereof (including indebtedness incurred for the
<br />refunding of any such indebtedness), including all premiums payable on the redemption thereof
<br />and accrued and unpaid interest, and including the proportionate share of the expenses and charges
<br />of liquidation, if the Lessor is to be then liquidated. In no event, however, shall such purchase
<br />price exceed the capital actually invested in such property by the Lessor represented by outstanding
<br />securities or existing indebtedness plus the cost of transferring the property and liquidating the
<br />Lessor. The phrase “capital actually invested” as used herein shall be construed to include, but
<br />not by way of limitation, the following amounts expended by the Lessor in connection with the
<br />acquisition and financing of the Leased Premises: organization expenses, financing costs, carry
<br />charges, legal fees, architects’ fees and reasonable costs and expenses incidental thereto.
<br />Upon request of the Lessee, the Lessor agrees to furnish an itemized statement setting forth
<br />the amount required to be paid by the Lessee in order to purchase the Leased Premises, or any
<br />portion thereof, including, but not limited to all indebtedness incurred on account of the Leased
<br />Premises in accordance with the preceding paragraph. Upon the exercise of the option to purchase
<br />granted herein, the Lessor will upon payment of the option price deliver, or cause to be delivered,
<br />to the Lessee documents conveying to the Lessee, or any entity (including the City) designated by
<br />the Lessee, all of the Lessor’s title to the property being purchased, as such property then exists,
<br />subject to the following: (i) those liens and encumbrances (if any) to which title to the property
<br />was subject when conveyed to the Lessor; (ii) those liens and encumbrances created by the Lessee
<br />and to the creation or suffering of which the Lessee consented, and liens for taxes or special
<br />assessments not then delinquent; and (iii) those liens and encumbrances on its part contained in
<br />this Lease.
<br />In the event of purchase of the Leased Premises, or any portion thereof as set forth above,
<br />by the Lessee or conveyance of the Leased Premises, or any portion thereof as set forth above, to
<br />the Lessee or the Lessee’s designee, the Lessee shall procure and pay for all surveys, title searches,
<br />abstracts, title policies and legal services that may be required, and shall furnish at the Lessee’s
<br />expense all documentary stamps or tax payments required for the transfer of title.
<br />Nothing contained herein shall be construed to provide that the Lessee shall be under any
<br />obligation to purchase the Leased Premises, or any portion thereof as set forth above, or under any
<br />obligation respecting the creditors, members or security holders of the Lessor.
<br />12.Transfer to Lessee. If the Lessee has not exercised its option to renew in
<br />accordance with the provisions of Section 10, and has not exercised its option to purchase the
<br />Leased Premises, or any portion thereof, in accordance with the provisions of Section 11, and
<br />upon the full discharge and performance by the Lessee of its obligations under this Lease, the
<br />Leased Premises, or such portion thereof remaining, shall thereupon become the absolute property
<br />of the Lessee, subject to the limitations, if any, on the conveyance of the site for the Leased
<br />Premises to the Lessor and, upon the Lessee’s request the Lessor shall execute proper instruments
<br />conveying to the Lessee, or to any entity (including the City) designated by the Lessee, all of
<br />Lessor’s title to the Leased Premises, or such portion thereof.
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