THE UNWIND
PAYMENT ON THE OUTSIDE PAYMENT DATE MAY BE TOLLED FOR THE PERIOD REASONABLY
NECESSARY TO IMPLEMENT (AND CONDITIONED UPON THE AUTHORITY'S PARTICIPATION IN)
THE PROVISIONS OF SECTION 5.5(E) BUT IN NO EVENT LONGER THAN 180 DAYS FROM THE
DATE OF DELIVERY OF THE NOTICE FROM DEVELOPER EXERCISING THE UNWIND RIGHTS.
(II)
ONCE CONVEYED TO THE TRUST (AS DEFINED IN
THE WMB AGREEMENT), NEITHER THE AUTHORITY NOR THE DEVELOPER SHALL HAVE THE RIGHT
TO TERMINATE OR UNWIND THE TRANSACTION RELATED TO THE EMPIRE TRACT AND THE WMB
AGREEMENT. ONCE CONVEYED TO THE TRUST, THE DEVELOPER SHALL HAVE NO FURTHER
RIGHTS, DUTIES OR OBLIGATIONS TO THE AUTHORITY RELATING TO THE EMPIRE TRACT
EXCEPT AS EXPRESSLY STATED IN THE WMB AGREEMENT.
(III)
EXCEPT FOR THOSE DUTIES AND OBLIGATIONS
EXPRESSLY STATED TO SURVIVE THE TERMINATION OF THE REDEVELOPMENT AGREEMENT
AND/OR THE PROJECT AGREEMENTS, DEVELOPER SHALL HAVE NO FURTHER DUTIES OR
OBLIGATIONS TO THE AUTHORITY WITH RESPECT TO THE PROJECT SITE AND/OR UNDER THE
PROJECT AGREEMENTS UNLESS AND UNTIL THERE IS AN AGREEMENT ACCEPTED BY THE
PARTIES ARISING OUT OF SECTION 5.5(E); PROVIDED, HOWEVER, THAT DEVELOPER SHALL
HAVE THE OBLIGATION PRIOR TO TERMINATING THE GROUND LEASE AND THE PROJECT
AGREEMENTS THEN IN EFFECT TO TAKE
7
SUCH COMMERCIALLY REASONABLY ACTIONS AS MAY BE REQUIRED TO (1) SECURE THE
PROJECT SITE FOR SAFETY, (2) REPAIR ANY DAMAGE CAUSED BY DEVELOPER WITH RESPECT
TO ROADS WITHIN THE MEADOWLANDS SPORTS COMPLEX OR THE EXISTING PUBLIC ROADS SUCH
THAT THE ROADS ARE IN SUBSTANTIALLY SIMILAR CONDITION AS EXISTED IMMEDIATELY
PRIOR TO COMMENCEMENT OF SUCH CONSTRUCTION ACTIVITY BY DEVELOPER AND (3) EXCEPT
TO THE EXTENT DEVELOPER ELECTS TO CONSTRUCT THE GARAGES AS PROVIDED IN
SECTION 5.5(D) HEREOF, REPAIR ANY DAMAGE CAUSED BY DEVELOPER WITH RESPECT TO
SURFACE PARKING AREAS WITHIN THE MEADOWLANDS SPORTS COMPLEX SUCH THAT THE
SURFACE PARKING AREAS ARE IN A CONDITION TO ACCOMMODATE 4,000 PARKING SPACES ON
THE PROJECT SITE.
(C)
THE AUTHORITY'S OBLIGATION TO MAKE THE
UNWIND PAYMENT SHALL BE SECURED BY THE FOLLOWING AND AUTHORITY SHALL TAKE SUCH
ACTION AS DEVELOPER MAY REASONABLY REQUEST TO EVIDENCE OR EFFECT AUTHORITY'S
OBLIGATIONS UNDER THIS SECTION 5.5(C):
(I)
ANY FUNDS REMAINING IN THE FEE ESCROW AT
THE TIME THE DEVELOPER EXERCISES THE UNWIND RIGHTS SHALL BE PAID TO THE
DEVELOPER AS A CREDIT AGAINST THE UNWIND PAYMENT OBLIGATION (INTEREST REMAINING
IN THE FEE ESCROW SHALL BE PAYABLE TO DEVELOPER AND SHALL NOT BE APPLIED AS A
CREDIT AGAINST THE AUTHORITY'S OBLIGATION TO MAKE THE UNWIND PAYMENT TO
DEVELOPER).
(II)
IF THE AUTHORITY FAILS TO MAKE THE UNWIND
PAYMENT BY THE OUTSIDE PAYMENT DATE (SUBJECT TO TOLLING AS AFORESAID), THE
AUTHORITY SHALL PAY TO DEVELOPER INTEREST ON THE UNPAID PORTION OF THE UNWIND
PAYMENT AT THE RATE OF 3% ABOVE THE "PRIME RATE" AS PUBLISHED IN THE WALL STREET
JOURNAL COMMENCING ON THE OUTSIDE PAYMENT DATE UNTIL THE UNPAID PORTION OF THE
UNWIND PAYMENT IS PAID IN FULL.
(III)
THE DEVELOPER SHALL NOT BE REQUIRED OR
OBLIGATED TO EXECUTE A RELEASE ANY RECORDED MEMORANDUM OF GROUND