OPTION CLOSING
DATE; PROVIDED, HOWEVER, THAT TENANT MAY ADJOURN THE PURCHASE OPTION CLOSING
DATE ON ADDITIONAL OCCASIONS SO LONG AS TENANT PAYS ALL OF LANDLORD'S COSTS
INCURRED ON ACCOUNT OF SUCH ADJOURNMENT.
(C)
CONDITIONS TO CLOSING.
CLOSING OF THE TRANSFER OF FEE TITLE TO THE
PORTION OF THE LAND AND THE IMPROVEMENTS COMPRISING THE DEMISED PREMISES, AND
THE UNDIVIDED INTEREST IN THE COMMON ELEMENTS ASSOCIATED THEREWITH, PURSUANT TO
THE PURCHASE OPTION SHALL BE CONDITIONED ON THE FOLLOWING:
(I)
THE PURCHASE PRICE SHALL BE PAID TO LANDLORD ON THE PURCHASE OPTION
CLOSING DATE.
46
(II)
APPROPRIATE ADJUSTMENTS OF ALL CHARGES, APPORTIONED AS OF THE PURCHASE
OPTION CLOSING DATE, SHALL BE MADE BETWEEN TENANT AND LANDLORD ON THE PURCHASE
OPTION CLOSING DATE.
(III)
IF, ON THE PURCHASE OPTION CLOSING DATE, THERE SHALL BE ANY DISPUTE
BETWEEN LANDLORD AND TENANT AS TO ANY CHARGES THEN DUE AND PAYABLE, THE CLOSING
SHALL PROCEED AS SCHEDULED AND TENANT SHALL (A) PAY TO LANDLORD, ON THE PURCHASE
OPTION CLOSING DATE, THE UNDISPUTED PORTION OF THE BALANCE OF THE CHARGES
APPORTIONED AS OF THE PURCHASE OPTION CLOSING DATE AND (B) DEPOSIT WITH THE
DEPOSITARY CASH OR CASH-EQUIVALENTS (E.G., AN UNCONDITIONAL, IRREVOCABLE LETTER
OF CREDIT, U.S. GOVERNMENT SECURITIES IN BEARER FORM AND/OR CERTIFICATES OF
DEPOSIT ISSUED BY LENDING INSTITUTIONS IN BEARER FORM) IN AN AMOUNT EQUAL TO,
AND AS SECURITY FOR, THE DISPUTED CHARGES (TOGETHER WITH AN AMOUNT EQUAL TO THE
REASONABLY ESTIMATED INTEREST AT THE INTEREST RATE TO ACCRUE THEREON FOR A
TWO-YEAR PERIOD).
AT SUCH TIME AS THE DISPUTE IS RESOLVED, THE ADDITIONAL
AMOUNT, IF ANY, STILL OWING SHALL BE PAID TO LANDLORD (WITH INTEREST AT THE
INTEREST RATE).
UPON SUCH PAYMENT, ANY EXCESS SECURITY (AND ANY INTEREST EARNED
THEREON) SHALL BE REFUNDED OR RETURNED TO TENANT.
TENANT'S AND LANDLORD'S
OBLIGATIONS TO MAKE ANY PAYMENT PURSUANT TO THIS SECTION 5.1(C)(III) WITH
RESPECT TO CHARGES SHALL SURVIVE THE TERMINATION OF THIS LEASE.
(IV)
IF, ON THE PURCHASE OPTION CLOSING DATE, THERE SHALL BE AN UNRESOLVED TAX
CONTEST INITIATED BY TENANT PURSUANT TO SECTION 3.1(C) HEREOF IN RESPECT OF THE
DEMISED PREMISES AND ITS UNDIVIDED INTEREST IN THE COMMON ELEMENTS, TENANT SHALL
NEVERTHELESS PAY THE FULL AMOUNT OF PILOT THEN DUE ON THE PURCHASE OPTION
CLOSING DATE FOR THE APPLICABLE PERIOD.
LANDLORD WILL DEPOSIT ANY DISPUTED
PORTION OF SUCH PILOT WITH THE DEPOSITARY, AS ESCROWEE FOR SUCH FUNDS PURSUANT
TO AN ESCROW AGREEMENT ENTERED INTO BY LANDLORD, TENANT AND DEPOSITARY ON THE
PURCHASE OPTION CLOSING DATE.
IT IS AGREED THAT SUCH ESCROWED FUNDS SHALL BE
DISTRIBUTED IN ACCORDANCE WITH THE RESULTS OF THE TAX CONTEST.
UPON RECEIVING
JOINT INSTRUCTIONS FROM LANDLORD AND TENANT AS TO THE DISPOSITION OF SUCH
ESCROWED FUNDS PURSUANT TO THE PRECEDING SENTENCE, LANDLORD AND TENANT SHALL
INSTRUCT DEPOSITARY TO IMMEDIATELY SO DISBURSE THE ESCROWED FUNDS.
(V)
LANDLORD SHALL NOT BE OBLIGATED TO CONVEY ANY PORTION OF THE PROPERTY TO
TENANT OR TO ANY OTHER TENANT UNDER A SEVERANCE SUBLEASE, UNTIL TENANT OR
ANOTHER TENANT UNDER A SEVERANCE SUBLEASE, IN ADDITION TO ALL OTHER