DISBURSEMENT, AND SHALL CONTINUE TO MAKE SUCH PAYMENTS OF MONTHLY RENT
ON THE SAME DATE THEREAFTER INCLUDING ON THE EXPIRATION DATE.
NOTWITHSTANDING
THE FOREGOING, UPON WRITTEN NOTICE FROM SELLER AND BUYER TO ESCROWEE, THE
MONTHLY RENT DISBURSED TO BUYER PURSUANT TO THIS AGREEMENT, SHALL BE REDUCED ON
(1) THE RENT COMMENCEMENT DATE UNDER EACH QUALIFYING LEASE (AS DEFINED IN THE
MASTER LEASE), BY AN AMOUNT (APPROPRIATELY PRORATED WITH RESPECT TO ANY PARTIAL
MONTH) EQUAL TO THE LESSER OF (I) ONE-TWELFTH (1/12) OF THE PRODUCT OF THE AREA
OF THE SPACE LEASED AND $10.96 AND (II) THE MONTHLY BASE RENT PAYABLE DURING THE
APPLICABLE MONTH UNDER SAID QUALIFYING LEASE; AND/OR (2) ON THE DATE OF A FIRE
OR CASUALTY IN WHICH THE PREMISES (AS DEFINED IN THE MASTER LEASE) IS NOT
SUBSTANTIALLY DESTROYED (WHICH, AS USED HEREIN, MEANS DESTRUCTION OR DAMAGE TO
AT LEAST SEVENTY-FIVE PERCENT (75%) OF THE BUILDING) UNTIL THE DAMAGED PART OF
THE PREMISES IS RECONSTRUCTED OR RESTORED (IF SUCH DAMAGED PART OF THE PREMISES
IS RECONSTRUCTED OR RESTORED AT LANDLORD'S (AS DEFINED IN THE MASTER LEASE) SOLE
COST AND EXPENSE), BY AN AMOUNT EQUAL TO THE PROPORTION BY WHICH THE APPROXIMATE
AREA OF THE DAMAGED PART BEARS TO THE TOTAL AREA IN THE PREMISES;
(B)
IF EITHER PARTY TERMINATES THE MASTER LEASE PURSUANT TO THE TERMS
AND CONDITIONS SET FORTH THEREIN (THE "MASTER LEASE TERMINATION DATE"), THEN
THIS AGREEMENT SHALL TERMINATE ON THE MASTER LEASE TERMINATION DATE, AND UPON
WRITTEN NOTICE FROM SELLER TO ESCROWEE, ANY FUNDS REMAINING IN THE HOLDBACK
SHALL BE IMMEDIATELY RELEASED TO SELLER WITHOUT ANY FURTHER ACTION OR DIRECTION
BY BUYER;
T-2
(c)
At any time, the parties may deliver joint written instructions to
Escrowee regarding the disbursement of all or a portion of the Holdback.
6.
TERMINATION OF ESCROW ACCOUNT.
IF ANY ESCROW FUNDS REMAIN IN THE
ESCROW ACCOUNT FOLLOWING THE TERMINATION OR EXPIRATION OF THE MASTER LEASE,
BUYER PROMPTLY SHALL DELIVER WRITTEN NOTICE TO ESCROWEE AUTHORIZING ESCROWEE TO
RELEASE ALL OF THE ESCROW FUNDS REMAINING IN THE ESCROW ACCOUNT TO OR AT THE
WRITTEN DIRECTION OF SELLER.
7.
FEES AND EXPENSES.
SELLER AND BUYER EACH AGREE TO PAY ONE-HALF
OF THE FEES AND EXPENSES OF THIS ESCROW.
8.
ESCROWEE'S LIABILITY.
THE ESCROWEE (A) SHALL BE ENTITLED TO ACT
UPON THE JOINT WRITTEN INSTRUCTIONS FROM SELLER AND BUYER AS PROVIDED IN THIS
AGREEMENT NOT ONLY AS TO ITS DUE EXECUTION AND THE VALIDITY AND EFFECTIVENESS OF
ITS PROVISIONS BUT ALSO TO THE TRUTH AND ACCURACY OF ANY INFORMATION THEREIN
CONTAINED WHICH THE ESCROWEE SHALL IN GOOD FAITH BELIEVE TO BE GENUINE AND TO
HAVE BEEN SIGNED BY A PROPER PERSON OR PERSONS; (B) MAY CONSULT INDEPENDENT
COUNSEL OF ITS CHOICE IN RESPECT OF ANY QUESTION RELATING TO ITS DUTIES OR
RESPONSIBILITIES UNDER THIS AGREEMENT AND SHALL NOT BE LIABLE FOR ANY ACTION
TAKEN OR OMITTED IN GOOD FAITH; (C) SHALL BE UNDER NO OBLIGATION TO INSTITUTE OR
DEFEND ANY ACTION, SUIT OR LEGAL PROCEEDING IN CONNECTION HEREWITH OR TO TAKE
ANY