Common use of Exercise of Purchase Option Clause in Contracts

Exercise of Purchase Option. AIR shall have an option (an “Option”) to acquire any real property owned or leased (subject to any consent rights granted to the landlord under any lease under which DevCo or an Affiliate is the tenant, provided, however, that no Option will apply to any Leased Property that is then leased to DevCo or its Affiliates pursuant to a Master Lease) by DevCo or any of its Subsidiaries, which was originally acquired by DevCo or its Subsidiaries after the Effective Date, which had not achieved Stabilization as of such acquisition but which has subsequently achieved Stabilization (each, an “Option Property”). Within fifteen (15) days following the date on which Stabilization for an Option Property has been achieved, DevCo shall send AIR a written notice advising AIR that such Option Property has reached Stabilization (an “Option Notice”), upon receipt of which AIR will have sixty (60) days (the “Option Exercise Period”) to exercise its Option to purchase such Option Property by delivering to DevCo written notice of the same. If AIR timely delivers a written notice to DevCo that it intends to exercise its Option and proceed with the acquisition of the Option Property, AIR will pay to DevCo the Current FMV for the subject Option Property, and the Parties will close on such Option pursuant to a purchase and sale agreement, which shall be in the form attached to the form of Standard Lease (which is attached hereto as Exhibit A). The Parties shall apply the closing mechanics set forth in Section 10(b) above (as if the Option Property were a ROFO Property, for such purposes). In the event DevCo fails to timely deliver an Option Notice to AIR, then, within thirty (30) days following the date on which AIR becomes aware that Stabilization of the subject Option Property has occurred, AIR shall have the right to send an Option Notice to DevCo (notifying DevCo that AIR believes the subject Option Property has reached Stabilization), and the Option Exercise Period will commence as of the date of such Option Notice. In the event that a Party receiving an Option Notice disputes that Stabilization of the subject Option Property has occurred or is continuing as of the date of such Option Notice, such Party will send to the other Party a Dispute Notice (as defined in and pursuant to Section 18(b)) containing an explanation of such dispute within fifteen (15) days following its receipt of the Option Notice. The Parties shall endeavor to resolve the dispute, and, if they are unable to so resolve it, will proceed to arbitration to resolve such dispute, all in accordance with the terms of Section 18.

Exercise of Purchase Option. AIR shall have an option (an “Option”a) to acquire any real property owned or leased (subject to any consent rights granted Subject to the landlord under any lease under which DevCo or an Affiliate is the tenant, provided, however, that no Option will apply to any Leased Property that is then leased to DevCo or its Affiliates pursuant to a Master Lease) by DevCo or any of its Subsidiaries, which was originally acquired by DevCo or its Subsidiaries after the Effective Date, which had not achieved Stabilization as of such acquisition but which has subsequently achieved Stabilization (each, an “Option Property”). Within fifteen (15) days following the date on which Stabilization for an Option Property has been achieved, DevCo shall send AIR a written notice advising AIR that such Option Property has reached Stabilization (an “Option Notice”), upon receipt of which AIR will have sixty (60) days (the “Option Exercise Period”) to exercise its Option to purchase such Option Property by delivering to DevCo written notice of the same. If AIR timely delivers a written notice to DevCo that it intends to exercise its Option and proceed with the acquisition of the Option Property, AIR will pay to DevCo the Current FMV for the subject Option Property, and the Parties will close on such Option pursuant to a purchase and sale agreement, which shall be in the form attached to the form of Standard Lease (which is attached hereto as Exhibit A). The Parties shall apply the closing mechanics conditions set forth in Section 10(b) above 12 hereof, the Purchase Option may be exercised by Purchaser or Merger Sub, in whole or in part, at any time or from time to time after the occurrence of any Trigger Event (as if defined below). To the Option Property were extent known by such Stockholder, each Stockholder shall notify Purchaser promptly in writing of the occurrence of any Trigger Event or an event which could lead to a ROFO PropertyTrigger Event (as provided in Section 6.4 of the Merger Agreement), for it being understood that the giving of such purposes)notice by the Stockholder is not a condition to the right of Purchaser or Merger Sub to exercise the Purchase Option. In the event DevCo fails Purchaser or Merger Sub wishes to timely exercise the Purchase Option, Purchaser shall deliver to each Stockholder a written notice (an Option "Exercise Notice") specifying the total number of Shares (including the number of Shares subject to Options to be purchased) it wishes to purchase from such Stockholder. Each closing of a purchase of Shares (a "Closing") will occur at a place in Dallas, Texas, on a date and at a time designated by Purchaser or Merger Sub in an Exercise Notice delivered at least two business days prior to AIR, then, within thirty (30) days following the date on which AIR becomes aware that Stabilization of the subject Option Property has occurred, AIR shall have the right to send an Option Notice to DevCo (notifying DevCo that AIR believes the subject Option Property has reached Stabilization), and the Option Exercise Period will commence as of the date of such Option Noticethe Closing. In At the event that a Party receiving an Option Notice disputes that Stabilization request of the subject Option Property has occurred Stockholder following receipt of an Exercise Notice, Parent or is continuing as Merger Sub shall advance (an "Advance") to such Stockholder an amount in cash, by wire transfer of immediately available funds, equal to the aggregate per share exercise price of the date of such Option Notice, such Party will send Options pursuant to which the underlying Shares are to be acquired pursuant to the other Party a Dispute Exercise Notice (as defined in and it being understood that Shares subject to Options to be acquired pursuant to Section 18(b)) containing an explanation of such dispute within fifteen (15) days following its receipt the Exercise Notice will be in the order of the Option Noticelowest exercise price to the highest). No Advance shall be made unless the Stockholder shall have concurrently properly exercised such Options and delivered irrevocable instructions to the transfer agent of the Company (and others as may be necessary under the Options) to issue and deliver directly to, and in the name of, Parent or Merger Sub (as applicable) the Shares to be issued upon exercise of the Options. The Parties Advance shall endeavor be an offset against any Exercise Price payable to resolve the dispute, and, if they are unable to so resolve it, will proceed to arbitration to resolve such dispute, all in accordance with respective Stockholder at the terms of Section 18Closing.

Exercise of Purchase Option. AIR shall have an option (an “Option”) to acquire any real property owned or leased (subject to any consent rights granted to the landlord under any lease under which DevCo or an Affiliate is the tenant, provided, however, that no Tenant may exercise this Purchase Option will apply to any Leased Property that is then leased to DevCo or its Affiliates pursuant to a Master Lease) by DevCo or any delivery of its Subsidiaries, which was originally acquired by DevCo or its Subsidiaries after the Effective Date, which had not achieved Stabilization as of such acquisition but which has subsequently achieved Stabilization (each, an “Option Property”). Within fifteen (15) days following the date on which Stabilization for an Option Property has been achieved, DevCo shall send AIR a written notice advising AIR that such Option Property has reached Stabilization to Landlord (an “Option Exercise Notice”), upon receipt of which AIR will have sixty (60) days (on or prior to the “Option Exercise Period”) to exercise its Option to purchase such Option Property by delivering to DevCo written notice of the sameDate. If AIR timely delivers a written notice to DevCo that it intends to exercise its Option and proceed with the acquisition of the Option Property, AIR will pay to DevCo the Current FMV for the subject Option Property, and the Parties will close on such Option pursuant to a purchase and sale agreement, which shall be in the form attached to the form of Standard Lease Tenant (which is attached hereto as Exhibit A). The Parties shall apply the closing mechanics set forth in Section 10(bx) above (as if the Option Property were a ROFO Property, for such purposes). In the event DevCo fails to timely deliver an Option Exercise Notice on or prior to AIR, then, within thirty (30) days following the date on which AIR becomes aware that Stabilization of the subject Option Property has occurred, AIR shall have the right to send an Option Notice to DevCo (notifying DevCo that AIR believes the subject Option Property has reached Stabilization), and the Option Exercise Period will commence Date, or (y) timely delivers an Option Exercise Notice but fails to simultaneously deposit the ▇▇▇▇▇▇▇ Money (as hereinafter defined) with Landlord, Tenant shall have no further right to exercise this Purchase Option. Simultaneously with the delivery by Tenant to Landlord of an Option Exercise Notice, Tenant shall deposit with First American Title Insurance Company, ▇▇ ▇. ▇▇▇▇▇▇▇ Street, Suite 300, Chicago, IL 60602, Attn: ▇▇▇▇ ▇▇▇▇▇▇ (the “Title Company”) as its ▇▇▇▇▇▇▇ money deposit, the sum of One Million Eight Hundred Thousand and No/100 Dollar ($1,800,000.00) (the “▇▇▇▇▇▇▇ Money”) to be held by the Title Company and applied in accordance with this Addendum. Tenant shall have no right to exercise this Purchase Option if Tenant is either in monetary or material non-monetary default pursuant to the Lease or any fact or condition exists that with the giving of notice, or passage of time, or both, would constitute a monetary or material non-monetary default pursuant to the Lease. If Tenant is in monetary default or material non-monetary default pursuant to the Lease as of the date Option Closing, Landlord may elect, in its sole discretion, to void Tenant’s exercise of such this Purchase Option Noticeby delivery of written notice to Tenant, in which event this Purchase Option shall thereafter be forever null and void and the Title Company shall immediately deliver the ▇▇▇▇▇▇▇ Money to the Landlord. In If Tenant exercises this Purchase Option, Landlord and Tenant shall proceed to the event that Option Closing pursuant to this Addendum and shall not negotiate, execute and enter into a Party receiving Purchase and Sale Agreement to govern the conveyance of the Premises by Landlord to Tenant. Within ten (10) days after the delivery by Tenant to Landlord of an Option Notice disputes that Stabilization of the subject Option Property has occurred or is continuing as of the date of such Option Exercise Notice, such Party will send Tenant shall deliver to Landlord a title commitment, issued by a reputable, national title insurance company selected by the other Party a Dispute Notice Title Company, for an owner’s title insurance policy (as defined the “Title Policy”) in and pursuant to Section 18(b)) containing an explanation of such dispute within fifteen (15) days following its receipt the full amount of the Option Notice. The Parties shall endeavor to resolve the disputePurchase Price (as hereinafter defined), and, if they are unable to so resolve it, will proceed to arbitration to resolve such dispute, together with copies of all in accordance with the terms of Section 18recorded documents representing title exceptions.

Exercise of Purchase Option. AIR shall have an option (an “Option”a) to acquire any real property owned or leased (subject to any consent rights granted Subject to the landlord under terms of Section 1 and this Section 3, Optionee may exercise the Purchase Option at any lease under which DevCo or an Affiliate is time, and from time to time, during the tenantOption Period, provided, however, that no Option will apply by delivering to any Leased Property that is then leased to DevCo or its Affiliates pursuant to a Master Lease) by DevCo or any of its Subsidiaries, which was originally acquired by DevCo or its Subsidiaries after the Effective Date, which had not achieved Stabilization as of such acquisition but which has subsequently achieved Stabilization (each, an “Option Property”). Within fifteen (15) days following the date on which Stabilization for an Option Property has been achieved, DevCo shall send AIR Optionor a written notice advising AIR stating that such Optionee elects to exercise the Purchase Option Property has reached Stabilization pursuant to the terms of this Agreement (an a “Purchase Option Notice”), . A Purchase Option Notice shall not be effective to exercise the Purchase Option unless Optionee satisfies each of the following conditions upon receipt delivery of the Purchase Option Notice to Optionor: (i) the Purchase Option Notice shall identify the applicable Office Unit(s) with respect to which AIR will have sixty (60) days Optionee is exercising the Purchase Option (the “Purchase Option Exercise PeriodSpace”); and (ii) to exercise its Option to purchase such Option Property by delivering to DevCo written notice simultaneously with the giving of the same. If AIR timely delivers Purchase Option Notice, Optionee shall deposit in escrow with a written notice title insurance company in New York City selected by Optionee (the “Escrow Agent”), a deposit equal to DevCo that it intends to exercise its Option and proceed with the acquisition $2,000,000 per Office Unit of the Purchase Option PropertyExercise Space (such amount, AIR will pay together with all interest accrued thereon, the “Deposit”), in cash, by wire transfer, or delivery of a certified check, to DevCo Escrow Agent. (b) Upon the Current FMV for the subject delivery of a Purchase Option PropertyNotice with respect to any Purchase Option Exercise Space as provided in this Section 3, and the Parties will close on such Option pursuant shall proceed to a effectuate the closing of the purchase and sale agreement, which shall be in the form attached to the form of Standard Lease (which is attached hereto as Exhibit A). The Parties shall apply the closing mechanics set forth in Section 10(b) above (as if the Option Property were a ROFO Property, for such purposes). In the event DevCo fails to timely deliver an Option Notice to AIR, then, within thirty (30) days following the date on which AIR becomes aware that Stabilization of the subject Option Property has occurred, AIR shall have the right to send an Option Notice to DevCo (notifying DevCo that AIR believes the subject Option Property has reached Stabilization), and the Purchase Option Exercise Period will commence as of Space (the date of such Option Notice. In the event that a Party receiving an Option Notice disputes that Stabilization of the subject Option Property has occurred or is continuing as of the date of such Option Notice, such Party will send to the other Party a Dispute Notice (as defined in and pursuant to Section 18(b)“Purchase Closing”) containing an explanation of such dispute within fifteen (15) days following its receipt of the Option Notice. The Parties shall endeavor to resolve the dispute, and, if they are unable to so resolve it, will proceed to arbitration to resolve such dispute, all in accordance with the terms and conditions of Section 18this Agreement and the Purchase Option Terms, all of which Purchase Option Terms shall be deemed effective and binding on the Parties and shall be deemed incorporated in this Agreement as if set forth in full herein. The Purchase Closing shall occur on a date following the vacancy Date for the applicable Purchase option Exercise Space mutually agreed upon by the Parties, but not later than forty-five (45) days after such Vacancy Date (the date on which the Purchase Closing actually occurs with respect to such Purchase Option Exercise Space (the “Purchase Closing Date”). (c) On the applicable Purchase Closing Date, (i) the Deposit, together with the balance of the Purchase Price, shall be paid by wire transfer of immediately available funds to Optionor to such account or accounts specified by Optionor, as provided in the Purchase Option Terms, and (ii) Optionor and Optionee shall execute and deliver the documents and other deliveries set forth in the Purchase Option Terms in accordance with the terms hereof.

Exercise of Purchase Option. AIR shall have an option LESSEE may exercise the Purchase Option by delivering written notice (an “Option”hereinafter "Exercise Notice") to acquire any real property owned or leased LESSOR at least one hundred and twenty (subject to any consent rights granted 120 ) days prior to the landlord under any lease under which DevCo or an Affiliate is expiration date of the tenantthird and final Renewal Term of this Lease as provided in Section 1.4, provided, however, that no Option will apply to any Leased Property that is then leased to DevCo or its Affiliates pursuant to a Master Lease) by DevCo or any of its Subsidiaries, which was originally acquired by DevCo or its Subsidiaries after the Effective Date, which had but not achieved Stabilization as of such acquisition but which has subsequently achieved Stabilization before one hundred and eighty (each, an “Option Property”). Within fifteen (15180) days following prior to expiration of said third Renewal Term of this Lease. LESSEE may only exercise the date on which Stabilization for an Purchase Option Property has been achieved, DevCo shall send AIR a written notice advising AIR that such Option Property has reached Stabilization (an “Option Notice”), upon receipt of which AIR will have sixty (60) days (the “Option Exercise Period”) to exercise its Option to purchase such Option Property by delivering to DevCo written notice of the same. If AIR timely delivers a written notice to DevCo that it intends to exercise its Option and proceed with the acquisition of the Option Property, AIR will pay to DevCo the Current FMV for the subject Option Property, and the Parties will close on such Option pursuant to a purchase and sale agreement, which shall be in the form attached event that LESSEE has properly exercised all three (3) options to extend and renew the form of Standard Lease (which is attached hereto as Exhibit A). The Parties shall apply the closing mechanics set forth provided in Section 10(b) above (as if 1.4 and is not in default under this Lease at the Option Property were a ROFO Property, for such purposes)time thereof. In the event DevCo fails LESSOR sells, transfers or assigns its interest in the Shopping Center or its interest is acquired by any beneficiary of a deed of trust or purchaser at a foreclosure sale during the Term of this Lease and prior to timely deliver an LESSEE'S exercise of the Purchase Option Notice as otherwise provided herein, at LESSEE'S election the Purchase Option will accelerate and LESSEE may exercise the Purchase Option by delivering written notice to AIRthe buyer, thentransferee, assignee or other successor to LESSOR's interest in the Shopping Center within thirty ninety (3090) days following the date on which AIR becomes aware that Stabilization of LESSEE receiving notice of the subject sale, transfer, assignment or other acquisition of LESSOR's interest in the Shopping Center. In the event that LESSEE elects to accelerate the Purchase Option as provided herein as the result of a sale, transfer, assignment or other acquisition of LESSOR'S interest in the Property, the Purchase Price for the Property has occurredInterests, AIR as defined and determined in Section 7.5 below, shall have be adjusted and increased by the right to send an Option Notice to DevCo (notifying DevCo that AIR believes amount which represents the subject Option Property has reached Stabilization), and unamortized value of the Option Exercise Period will commence building demolished by LESSOR as part of the build-to-suit improvements required under Article 3 hereof as set forth on Schedule 1 attached hereto as of the date of such Option Noticethe Closing of the purchase of the Property Interests. The value of said demolished building shall be amortized in equal annual prorata amounts over thirty (30) years commencing on the Commencement Date. In the event that LESSOR sells, transfers or assigns its interest in the Shopping Center or its interest is acquired by any beneficiary of a Party receiving an deed of trust or purchaser at a foreclosure sale during the Term of this Lease and LESSEE does not elect for the Purchase Option Notice disputes that Stabilization of to accelerate, this Lease and the subject Purchase Option Property has occurred or is continuing as of the date of such Option Notice, such Party will send to the other Party a Dispute Notice (as defined continue in full force and pursuant to Section 18(b)) containing an explanation of such dispute within fifteen (15) days following its receipt of the Option Notice. The Parties shall endeavor to resolve the dispute, and, if they are unable to so resolve it, will proceed to arbitration to resolve such dispute, all effect in accordance with their terms. In the terms event the Purchase Option is not accelerated and is exercised by LESSEE during the third and final Renewal term of Section 18the Lease, at which time the value of the demolished building will have been fully amortized as provided herein, no adjustment will be made on account of said demolished building. The date on which the Exercise Notice is delivered to LESSOR or the person or entity entitled thereto hereunder shall be the "Exercise Date."

Exercise of Purchase Option. AIR shall have an option The Diamond Purchase Option may be exercised at any time; provided, however that the Diamond Purchase Option may not be exercised without the consent of the Diamond Class A Member: (an “Option”i) after the earliest to acquire any real property owned or leased occur of (subject to any consent rights granted to x) a Liquidating Event and (y) if a Note Trigger Event has occurred, the landlord under any lease under which DevCo or an Affiliate is the tenantapplicable Asset Remedy Standstill Diamond LLC Agreement Expiration Date, provided, howeverthat, that no following the exercise and consummation of the Share Purchase Option, the Diamond Purchase Option will apply to may be exercised by the Diamond Class B Member after a Specified Equity Event or delivery of a QMR Notice without the consent of the Diamond Class A Member; or (ii) during the Extension Period at any Leased Property that is then leased to DevCo or its Affiliates pursuant to a Master Lease) by DevCo or any of its Subsidiaries, which was originally acquired by DevCo or its Subsidiaries after the Effective Date, which had not achieved Stabilization as of such acquisition but which has subsequently achieved Stabilization (each, an “Option Property”). Within fifteen (15) days time following the date on which Stabilization for an Option Property has been achieved, DevCo Asset Sale Notice shall send AIR a written notice advising AIR that such Option Property has reached Stabilization (an “Option Notice”), upon receipt of which AIR will have sixty (60become effective pursuant to Section 11.4(a) days (until the “Option Exercise Period”) to exercise its Option to purchase such Option Property by delivering to DevCo written notice earlier of the same. If AIR timely delivers a written notice to DevCo date of (x) the rescission of such Asset Sale Notice by the Diamond Class A Member and (y) the receipt by Diamond of the proceeds received from the sale of all assets identified in such Asset Sale Notice; and provided, further, that it intends to exercise its the Diamond Purchase Option and proceed may not be exercised unless the Topaz Majority Member exercises, simultaneously with the acquisition exercise of the Diamond Purchase Option, either the Topaz Purchase Option Propertyor the Topaz Retirement Option. Notwithstanding the foregoing, AIR will pay to DevCo the Current FMV for Diamond Purchase Option may be exercised without the subject consent of the Diamond Class A Member at any time during a FRCA Option PropertyPeriod so long as the Topaz Majority Member exercises, and simultaneously with the Parties will close on such exercise of the Diamond Purchase Option, either the Topaz Purchase Option pursuant to or the Topaz Retirement Option. Notwithstanding the foregoing, the Diamond Purchase Option may not be exercised after (x) if a purchase and sale agreementSpecified Equity Event has occurred, which shall be in the form attached to the form earliest of Standard Lease (which is attached hereto as Exhibit A). The Parties shall apply the closing mechanics set forth in Section 10(b) above a Special Management Replacement Date, (as if the Option Property were a ROFO Property, for such purposes). In the event DevCo fails to timely deliver an Option Notice to AIR, then, within thirty (30B) days following the date on which AIR an Asset Remedy Notice becomes aware that Stabilization of the subject Option Property has occurred, AIR shall have the right to send an Option Notice to DevCo (notifying DevCo that AIR believes the subject Option Property has reached Stabilization), and the Option Exercise Period will commence as of the date of such Option Notice. In the event that a Party receiving an Option Notice disputes that Stabilization of the subject Option Property has occurred or is continuing as of the date of such Option Notice, such Party will send to the other Party a Dispute Notice (as defined in and pursuant to Section 18(b)) containing an explanation of such dispute within fifteen (15) days following its receipt of the Option Notice. The Parties shall endeavor to resolve the dispute, and, if they are unable to so resolve it, will proceed to arbitration to resolve such dispute, all effective in accordance with Section 11.3(a) of the terms Diamond LLC Agreement, Garnet LLC Agreement or Topaz LLC Agreement, or (C) the date on which a Liquidation Notice becomes effective under Section 12.10 of Section 18the Diamond LLC Agreement, the Topaz LLC Agreement or the Garnet LLC Agreement, or (y) the delivery of a QMR Notice.

Exercise of Purchase Option. AIR shall have an option The Topaz Purchase Option may be exercised at any time; provided, however that the Topaz Purchase Option may not be exercised without the consent of the Topaz Minority Member: (an “Option”i) after the earliest to acquire any real property owned or leased occur of (subject to any consent rights granted to x) a Liquidating Event and (y) if a Note Trigger Event has occurred, the landlord under any lease under which DevCo or an Affiliate is the tenantapplicable Asset Remedy Standstill Expiration Date, provided, howeverthat, that no following the exercise and consummation of the Share Purchase Option, the Topaz Purchase Option will apply to may be exercised by the Topaz Majority Member after a Specified Equity Event or delivery of a QMR Notice without the consent of the Topaz Minority Member; or (ii) during the Extension Period at any Leased Property that is then leased to DevCo or its Affiliates pursuant to a Master Lease) by DevCo or any of its Subsidiaries, which was originally acquired by DevCo or its Subsidiaries after the Effective Date, which had not achieved Stabilization as of such acquisition but which has subsequently achieved Stabilization (each, an “Option Property”). Within fifteen (15) days time following the date on which Stabilization for an Option Property has been achieved, DevCo Asset Sale Notice shall send AIR a written notice advising AIR that such Option Property has reached Stabilization (an “Option Notice”), upon receipt have become effective pursuant to Section 11.4(a) of which AIR will have sixty (60this Topaz LLC Agreement or Section 11.4(a) days (the “Option Exercise Period”) to exercise its Option to purchase such Option Property by delivering to DevCo written notice of the same. If AIR timely delivers a written notice to DevCo that it intends to exercise its Option and proceed with Garnet LLC Agreement until the acquisition earlier of the Option Propertydate of (x) the rescission of such Asset Sale Notice by the Topaz Minority Member or Garnet Preferred Member, AIR will pay as the case may be, and (y) the receipt by Topaz or Garnet, as the case may be, of the proceeds received from the sale of all assets identified in such Asset Sale Notice and, in the case of any such Asset Sale Notice delivered under the Garnet LLC Agreement, the Distribution of such proceeds by Garnet to DevCo the Current FMV for the subject Option PropertyCitrine and by Citrine to Emerald, and the Parties will close on application of such Option pursuant to a purchase and sale agreement, which shall be in the form attached proceeds by Emerald to the form repayment of Standard Lease the Emerald Loan; and provided, further, that the Topaz Purchase Option may not be exercised unless the Diamond Class B Member exercises, simultaneously with the exercise of the Topaz Purchase Option, either the Diamond Purchase Option or the Diamond Retirement Option. Notwithstanding the foregoing, (which is attached hereto i) the Topaz Purchase Option may be exercised without the consent of the Topaz Minority Member at any time during a FRCA Option Period so long as Exhibit the Diamond Class B Member exercises, simultaneously with the exercise of the Topaz Purchase Option, either the Diamond Purchase Option or the Diamond Retirement Option and (ii) the Topaz Purchase Option may not be exercised after (x) if a Specified Equity Event has occurred, the earliest of (A). The Parties shall apply the closing mechanics set forth in Section 10(b) above a Special Management Replacement Date, (as if the Option Property were a ROFO Property, for such purposes). In the event DevCo fails to timely deliver an Option Notice to AIR, then, within thirty (30B) days following the date on which AIR an Asset Remedy Notice becomes aware that Stabilization of the subject Option Property has occurred, AIR shall have the right to send an Option Notice to DevCo (notifying DevCo that AIR believes the subject Option Property has reached Stabilization), and the Option Exercise Period will commence as of the date of such Option Notice. In the event that a Party receiving an Option Notice disputes that Stabilization of the subject Option Property has occurred or is continuing as of the date of such Option Notice, such Party will send to the other Party a Dispute Notice (as defined in and pursuant to Section 18(b)) containing an explanation of such dispute within fifteen (15) days following its receipt of the Option Notice. The Parties shall endeavor to resolve the dispute, and, if they are unable to so resolve it, will proceed to arbitration to resolve such dispute, all effective in accordance with Section 11.3(a) of the terms Topaz LLC Agreement Diamond LLC Agreement, Garnet LLC Agreement or Topaz LLC Agreement, or (C) the date on which a Liquidation Notice becomes effective under Section 12.10 of Section 18the Diamond LLC Agreement, the Topaz LLC Agreement or the Garnet LLC Agreement, or (y) the delivery of a QMR Notice.

Exercise of Purchase Option. AIR shall have an option In order to exercise the Purchase Option, (an “Option”i) Buyer must deliver to acquire any real property owned or leased (subject to any consent rights granted to the landlord under any lease under which DevCo or an Affiliate is the tenant, provided, however, that no Option will apply to any Leased Property that is then leased to DevCo or its Affiliates pursuant to a Master Lease) by DevCo or any Seller written notice of its Subsidiaries, which was originally acquired by DevCo or its Subsidiaries after exercise of the Effective Date, which had not achieved Stabilization as of such acquisition but which has subsequently achieved Stabilization Purchase Option (each, an “Option PropertyBuyer’s Purchase Notice”). Within fifteen The date upon which Buyer delivers Buyer’s Purchase Notice shall be defined as the “Exercise Date”). Buyer’s Purchase Notice shall specify a date no less than ninety (1590) days following after the date on which Stabilization Exercise Date for an Option Property has been achieved, DevCo shall send AIR a written notice advising AIR that such Option Property has reached Stabilization the closing of the acquisition by Buyer or its designee of title to the Empire Project Parcels in accordance herewith (an “Option Notice”the "Purchase Date"), upon receipt of which AIR will have sixty and (60ii) days Buyer’s Purchase Notice must be accompanied by a non-refundable deposit (the “Purchase Option Exercise PeriodDeposit”) equal to exercise its Option to purchase such Option Property by delivering to DevCo written notice *** percent (***%) of the same. If AIR timely delivers a written notice to DevCo that it intends to exercise its Option and proceed with the acquisition of the Option Property, AIR will pay to DevCo the Current FMV for the subject Option Property, and the Parties will close on such Option pursuant to a purchase and sale agreementPurchase Price, which shall Purchase Option Deposit must be in the form attached to the form deposited with Escrow Agent simultaneously with Buyer’s giving of Standard Lease (which is attached hereto as Exhibit A). The Parties shall apply the closing mechanics set forth in Section 10(b) above (as if the Option Property were a ROFO Property, for such purposes). In the event DevCo fails to timely deliver an Option Buyer’s Purchase Notice to AIR, then, within thirty (30) days following the date on which AIR becomes aware that Stabilization of the subject Option Property has occurred, AIR shall have the right to send an Option Notice to DevCo (notifying DevCo that AIR believes the subject Option Property has reached Stabilization), and the Option Exercise Period will commence as of the date of such Option Notice. In the event that a Party receiving an Option Notice disputes that Stabilization of the subject Option Property has occurred or is continuing as of the date of such Option Notice, such Party will send to the other Party a Dispute Notice (as defined in and pursuant to Section 18(b)) containing an explanation of such dispute within fifteen (15) days following its receipt of the Option Notice. The Parties shall endeavor to resolve the dispute, and, if they are unable to so resolve it, will proceed to arbitration to resolve such dispute, all in accordance with the terms of Section 1831 of this Agreement. Buyer’s Purchase Notice shall be irrevocable once given, and Seller shall retain the Purchase Option Deposit in the event that the Closing does not occur. In the event that Buyer so exercises its Purchase Option hereunder, Seller agrees to sell and Buyer agrees to buy the Property upon the terms and conditions set forth in this Agreement. Any Closing may occur after the expiration of the Purchase Option Period provided that Buyer delivers Buyer’s Purchase Notice within the Purchase Option Period. For avoidance of doubt, following the Exercise Date, Buyer or its assignee of this Purchase Option (which shall be the operator of the Casino Project) may designate either affiliated or unaffiliated purchasers for the Golf Course Parcel and/or the Entertainment Village Parcel to whom Seller shall convey title and in favor of whom Seller shall execute all deliverables required hereunder with respect to the closing of the acquisition of such Empire Project Parcel under this Agreement.

Exercise of Purchase Option. AIR shall have an option In order to exercise the Purchase Option, (an “Option”i) Buyer must deliver to acquire any real property owned or leased (subject to any consent rights granted to the landlord under any lease under which DevCo or an Affiliate is the tenant, provided, however, that no Option will apply to any Leased Property that is then leased to DevCo or its Affiliates pursuant to a Master Lease) by DevCo or any Seller written notice of its Subsidiaries, which was originally acquired by DevCo or its Subsidiaries after exercise of the Effective Date, which had not achieved Stabilization as of such acquisition but which has subsequently achieved Stabilization Purchase Option (each, an “Option PropertyBuyer’s Purchase Notice”). Within fifteen The date upon which Buyer delivers Buyer’s Purchase Notice shall be defined as the “Exercise Date”). Buyer’s Purchase Notice shall specify a date no less than ninety (1590) days following after the date on which Stabilization Exercise Date for an Option Property has been achieved, DevCo shall send AIR a written notice advising AIR that such Option Property has reached Stabilization the closing of the acquisition by Buyer or its designee of title to the Empire Project Parcels in accordance herewith (an the “Option NoticePurchase Date”), upon receipt of which AIR will have sixty and (60ii) days Buyer’s Purchase Notice must be accompanied by a non-refundable deposit (the “Purchase Option Exercise PeriodDeposit”) equal to exercise its Option to purchase such Option Property by delivering to DevCo written notice *** percent (***%) of the same. If AIR timely delivers a written notice to DevCo that it intends to exercise its Option and proceed with the acquisition of the Option Property, AIR will pay to DevCo the Current FMV for the subject Option Property, and the Parties will close on such Option pursuant to a purchase and sale agreementPurchase Price, which shall Purchase Option Deposit must be in the form attached to the form deposited with Escrow Agent simultaneously with Buyer’s giving of Standard Lease (which is attached hereto as Exhibit A). The Parties shall apply the closing mechanics set forth in Section 10(b) above (as if the Option Property were a ROFO Property, for such purposes). In the event DevCo fails to timely deliver an Option Buyer’s Purchase Notice to AIR, then, within thirty (30) days following the date on which AIR becomes aware that Stabilization of the subject Option Property has occurred, AIR shall have the right to send an Option Notice to DevCo (notifying DevCo that AIR believes the subject Option Property has reached Stabilization), and the Option Exercise Period will commence as of the date of such Option Notice. In the event that a Party receiving an Option Notice disputes that Stabilization of the subject Option Property has occurred or is continuing as of the date of such Option Notice, such Party will send to the other Party a Dispute Notice (as defined in and pursuant to Section 18(b)) containing an explanation of such dispute within fifteen (15) days following its receipt of the Option Notice. The Parties shall endeavor to resolve the dispute, and, if they are unable to so resolve it, will proceed to arbitration to resolve such dispute, all in accordance with the terms of Section 1831 of this Agreement. Buyer’s Purchase Notice shall be irrevocable once given, and Seller shall retain the Purchase Option Deposit in the event that the Closing does not occur. In the event that Buyer so exercises its Purchase Option hereunder, Seller agrees to sell and Buyer agrees to buy the Property upon the terms and conditions set forth in this Agreement. Any Closing may occur after the expiration of the Purchase Option Period provided that Buyer delivers Buyer’s Purchase Notice within the Purchase Option Period. For avoidance of doubt, following the Exercise Date, Buyer or its assignee of this Purchase Option (which shall be the operator of the Casino Project) may designate either affiliated or unaffiliated purchasers for the Golf Course Parcel and/or the Entertainment Village Parcel to whom Seller shall convey title and in favor of whom Seller shall execute all deliverables required hereunder with respect to the closing of the acquisition of such Empire Project Parcel under this Agreement.

Exercise of Purchase Option. AIR If Purchaser elects to exercise this Option, it shall have an option (an “Option”) to acquire any real property owned or leased (subject to any consent rights granted to the landlord under any lease under which DevCo or an Affiliate is the tenant, provided, however, that no Option will apply to any Leased Property that is then leased to DevCo or its Affiliates pursuant to a Master Lease) do so by DevCo or any of its Subsidiaries, which was originally acquired by DevCo or its Subsidiaries after the Effective Date, which had not achieved Stabilization as of such acquisition but which has subsequently achieved Stabilization (each, an “Option Property”). Within fifteen (15) days following the date on which Stabilization for an Option Property has been achieved, DevCo shall send AIR sending a written notice advising AIR of such exercise to Seller prior to the expiration of the Option Term. Purchaser’s notice shall specify the date and time that such Option the closing of the purchase and sale of the Property has reached Stabilization (an “Option Notice”), upon receipt of which AIR will have sixty (60) days (the “Option Exercise PeriodClosing”) to exercise its Option to purchase such Option Property by delivering to DevCo written notice of the same. If AIR timely delivers a written notice to DevCo that it intends to exercise its Option and proceed with the acquisition of the Option Property, AIR will pay to DevCo the Current FMV for the subject Option Property, and the Parties will close on such Option pursuant to a purchase and sale agreementtake place, which shall be in no earlier than the form attached to the form of Standard Lease (which date that is attached hereto as Exhibit A). The Parties shall apply the closing mechanics set forth in Section 10(b) above (as if the Option Property were a ROFO Property, for such purposes). In the event DevCo fails to timely deliver an Option Notice to AIR, then, within thirty (30) days following the date on which AIR becomes aware that Stabilization of the subject Option Property has occurred, AIR shall have the right to send an Option Notice to DevCo (notifying DevCo that AIR believes the subject Option Property has reached Stabilization), and the Option Exercise Period will commence as of after the date of such Option Notice. In the event that a Party receiving an Option Notice disputes that Stabilization exercise of the subject Option Property has occurred or and no later than the date that is continuing as of forty-five (45) days after the date of such Option Notice, such Party the exercise of the Option. Purchaser and Seller shall conduct an escrow-style closing through the Title Company so that it will send not be necessary for any party to physically attend the Closing. Notwithstanding any provision to the other Party a Dispute Notice contrary in this Agreement, if the notice of exercise is mailed via the U.S. Postal Service, the notice shall be deemed to have been delivered when mailed if sent with prepaid postage by certified or registered mail, or if sent via overnight delivery service, the notice shall be deemed to have been delivered when deposited with such overnight delivery service. Within three (as defined in and pursuant to Section 18(b)3) containing an explanation of such dispute within fifteen (15) business days following its receipt Purchaser’s exercise of the Option NoticeOption, ONE THOUSAND AND NO/DOLLARS ($1,000.00) shall be paid by Purchaser to Title Company as e▇▇▇▇▇▇ money (the “E▇▇▇▇▇▇ Money”). The Parties E▇▇▇▇▇▇ Money shall endeavor be held in a segregated interest bearing account by Title Company. All interest and earnings shall be paid to resolve Purchaser. The E▇▇▇▇▇▇ Money shall be credited against the dispute, and, if they are unable Purchase Price at Closing. Title Company shall act as escrow agent until Closing and shall hold and disburse the E▇▇▇▇▇▇ Money as provided in this Agreement. Seller shall have no right to so resolve it, will proceed to arbitration to resolve such dispute, all receive any payment of the E▇▇▇▇▇▇ Money unless Seller terminates this Agreement in accordance with Section 16(a) below as a result of an uncured default of this Agreement by Purchaser, or the terms E▇▇▇▇▇▇ Money is credited against the Purchaser Price due at Closing. Seller and Purchaser agree to cause to be executed, acknowledged and delivered to Title Company such further reasonable and necessary escrow instruments and documents requested by the Title Company in connection with Title Company holding and disbursing the E▇▇▇▇▇▇ Money and Title Company conducting the Closing, in order to carry out the intent and purpose of Section 18this Agreement.