UTILITY POLES AS CURRENTLY SITUATED ON THE SOUTHERN
AND EASTERN PORTION OF THE LAND AS MORE PARTICULARLY SHOWN ON EXHIBIT F (THE
LAND ON WHICH SUCH POLES ARE CURRENTLY SITUATE AND ANY NEARBY LAND REASONABLY
NECESSARY OR APPROPRIATE FOR THE MAINTENANCE, REPAIR AND REPLACEMENT OF SUCH
POWER LINES AND UTILITY POLES, AND ACCESS THERETO (COLLECTIVELY, THE "CURRENT
LIPA AREA"), AND ANY FEE OR EASEMENT RIGHTS OF LIPA THAT LIPA MAY CURRENTLY HAVE
IN RESPECT OF THE CURRENT LIPA AREA, (B) LIPA'S FEE OWNERSHIP OF SEVERAL PARCELS
IN RESPECT OF WHICH SELLER HAS EASEMENT RIGHTS (AS SHOWN IN THE TITLE REPORT)
(THE "FORMER LIPA AREA"), AS MORE PARTICULARLY SHOWN ON EXHIBIT F, (C) THE
RIGHTS OF LIPA AND THE OBLIGATIONS OF SELLER (INCLUDING THOSE OBLIGATIONS THAT
RUN WITH THE LAND) PURSUANT TO THAT CERTAIN ELECTRIC FACILITIES CONSTRUCTION
AGREEMENT, DATED APRIL 15, 1999, BETWEEN SELLER (THEN KNOWN AS COMPUTER
ASSOCIATES INTERNATIONAL, INC.) AND LIPA, AND (II) ANY FEE, EASEMENT AND/OR
RIGHTS OF SUFFOLK COUNTY OR ANY OF ITS AGENCIES OR SUBDIVISIONS, OR ANY WATER OR
UTILITY COMPANY IN RESPECT OF THE PUMP STATION ON THE SOUTHEASTERN PORTION OF
THE LAND AS MORE PARTICULARLY SHOWN ON EXHIBIT G HERETO (THE "PUMP STATION
AREA"), INCLUDING RIGHTS TO MAINTAIN, REPAIR AND REPLACE UNDERGROUND PIPES,
CONDUITS AND THE LIKE ON THE PROPERTY OUTSIDE OF THE PUMP STATION AREA RUNNING
BETWEEN THE PUMP STATION AREA AND THE OUTER BOUNDARIES OF THE LAND, WHICH PIPES,
CONDUITS AND THE LIKE WOULD SERVICE THE PROPERTY AND/OR OTHER PROPERTIES, AND
INCLUDING NECESSARY OR APPROPRIATE RIGHTS OF ACCESS AND EGRESS IN CONNECTION
WITH THE FOREGOING, WHETHER NOW EXISTING OR HEREAFTER GRANTED BY SELLER.
(C)
INSPECTION. DURING THE DUE DILIGENCE PERIOD, PURCHASER AND ITS
REPRESENTATIVES WERE GRANTED ACCESS TO THE PROPERTY TO INSPECT THE SAME FROM
TIME TO TIME IN ACCORDANCE WITH THE TERMS OF THAT CERTAIN ACCESS AGREEMENT,
DATED AS OF MAY 17, 2006, BETWEEN SELLER AND CRIC CAPITAL, LLC, A DELAWARE
LIMITED LIABILITY COMPANY AND ASSET MANAGER OF PURCHASER, AS THE SAME WAS
AMENDED FROM TIME TO TIME (THE "ACCESS AGREEMENT").
PURCHASER SHALL COMPLY WITH
THE OBLIGATIONS OF "PURCHASER" UNDER THE ACCESS AGREEMENT.
6
SECTION 7.
RESPONSIBILITY FOR COSTS; ADJUSTMENTS AND PRORATIONS.
THE FOLLOWING ADJUSTMENTS AND PRORATIONS SHALL BE MADE AT CLOSING (AND THE
OBLIGATIONS OF SELLER AND PURCHASER UNDER THIS SECTION SHALL SURVIVE THE
CLOSING):
(A)
TRANSFER TAXES; RECORDING CHARGES.
SELLER OR PURCHASER (AS
SPECIFIED BELOW) SHALL PAY, AT CLOSING AND IN THE MANNER REQUIRED BY LAW, THE
FOLLOWING TAXES AND CHARGES THAT MAY BE DUE AND PAYABLE BY REASON OF THE
EXECUTION, DELIVERY AND/OR RECORDATION OF THE DEED AND THE OTHER TRANSACTIONS
CONTEMPLATED HERETO (AND SELLER AND PURCHASER SHALL EACH EXECUTE AND DELIVER
SUCH TRANSFER TAX DECLARATIONS OR AFFIDAVITS OF CONSIDERATION AND TRANSFER TAX
RETURNS AND, WITHOUT INCREASING ANY LIABILITY HEREUNDER EXPRESSLY AGREED TO ON
THE PART OF SUCH PARTY, SUCH OTHER DOCUMENTS AND INSTRUMENTS AS MAY BE REQUIRED
BY LAW OR PREVAILING CUSTOM):
(I)
SELLER SHALL PAY THE STATE TRANSFER TAX,
(II)
SELLER SHALL PAY RECORDING FEES