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withheld, All such surveys, studies, tests, investigations and inspections shall be performed at the sole cost and expense of Lessee and Lessee shall Indemnify, defend and hold Lessor harmless from and against any and all cost, expense, liability arising from or in connection with any such surveys, studies, tests, investigation and inspections. 69.4. Exercise of purchase Option. To exercise the Purchase Option, Lessee shall serve written notice of exercise upon Lessor or Lessor's legal representatives at any time after the Purchase Option Commencement Date but prior to the Purchase Option Termination Date ("Notice of Exercise"), which such Notice of Exercise shall be accompanied by a cash or cash equivalent in the amount of One Hundred Thousand Dollars (S 100,000.00) ("Deposit"). The Deposit shall be invested by Escrow Holder (as defined below) in a federally Insured interest•bearing account with any interest accruing thereon to be paid or credited to Lessee. At the Close of Purchase Option Escrow, the Deposit and any accrued interest thereon shall be applied and credited toward payment of the Purchase Price. The Notice of Exercise shall provide at least 90-120 days for Lessor to locate an exchange property prior to the Closing of the Purchase Option Escrow. 69.5. Escrow. If Lessee timely exercises the Purchase Option by the timely delivery of the Notice of Exercise and the Deposit, Lessor and Lessee shall immediately open an escrow ("Option Escrow") with Chicago Title Company ("Escrow Holder", the specific escrow officer being chosen by Lessor, or Lessor may choose such other escrow or title company in its reasonable discretion upon written notice to Lessee, which such escrow or title company shall be subject to Lessee's approval, which will not be unreasonably withheld, conditioned or delayed), whereupon the Deposit shall be delivered to Escrow Holder. This Agreement shall constitute joint escrow Instructions to Escrow Holder with respect to the purchase and sale of the Premises. The parties shall execute such additional escrow instructions which are not inconsistent with the provisions of this Agreement and which may be required by Escrow Holder in order to close such escrow, 69.6. Payment, The Purchase Price shall be paid in cash upon the Close of Purchase Option Escrow (as defined below). 69,7. Closing. The close of the Purchase Option Escrow for the purchase and sale of the Premises shall occur on or before the date which is thirty (30) days ("Scheduled Closing Date") after the date of delivery of the Notice of Exercise by Lessee to Lessor (the "Close of Purchase Option Escrow" or "Closing"). For purposes hereof, the Close of Purchase Option Escrow (and Closing) shall be the date on which the Grant Deed conveying the Premises to Lessee is recorded. a) If, following Lessee's timely and proper exercise of the Purchase Option, the Closing fails to occur as a result of Lessor's breach or default and if Lessor should remain in default in any material respect in the performance of any of Lessor's obligations under the Lease with respect to the sale of the Premises after the fifth (5th) Business Day following the delivery by Lessee to Lessor of written notice of such default, Lessee shall be entitled, as its sole and exclusive remedy for any such default, to elect any one of the following remedies (so long as title to the Premises has not been further encumbered involuntarily or by or with the consent of Lessor, and Lessor elects not to remove such encumbrance on or prior to Closing): (i) terminate its Purchase Option and receive the return of the Deposit, and, thereafter, the parties shall have no further rights or obligations hereunder except that if applicable, the Lease shall continue thereafter in full 12 12926447.1