A THIRTY (30) FOOT-WIDE PEDESTRIAN WALKWAY EASEMENT TRAVERSING THE
WATERFRONT PORTION OF THE PROPERTY (THE "WATERFRONT WALKWAY") FOR USE BY THE
GENERAL PUBLIC WHICH SHALL BURDEN THE REAL PROPERTY, TO BE MORE PARTICULARLY
DESCRIBED IN THE WALKWAY EASEMENT.
PURCHASER ACKNOWLEDGES THAT THE WALKWAY
EASEMENT WILL BE RECORDED AGAINST THE REAL PROPERTY AND CONSTITUTES A PERMITTED
EXCEPTION.
SECTION 7.2
JMB CONSTRUCTION CONTRACT AND JMB COOLING TOWER
CONTRACT.
IF AT CLOSING, ALL AMOUNTS REQUIRED TO BE PAID TO JMB UNDER THE JMB
CONSTRUCTION CONTRACT AND JMB COOLING TOWER CONTRACT HAVE NOT BEEN PAID AND
SELLER HAS NOT RECEIVED FINAL LIEN WAIVERS FROM JMB WITH RESPECT TO SUCH
CONTRACTS AND ANY SUBCONTRACTS ENTERED INTO BY JMB UNDER THE JMB CONSTRUCTION
CONTRACT AND JMB COOLING TOWER CONTRACT, SELLER SHALL REMAIN RESPONSIBLE FOR
OBTAINING SUCH FINAL LIEN WAIVERS (BUT ONLY TO THE EXTENT THAT THE STATUTORY
PERIOD FOR THE APPLICABLE CONTRACTOR TO FILE A LIEN HAS NOT EXPIRED) AND FOR
PAYING SUCH REMAINING AMOUNTS AND PURCHASER SHALL COOPERATE WITH SELLER TO
ACCOMPLISH THE SAME.
SECTION 7.3
SCHWAB LEASE.
FROM AND AFTER THE EFFECTIVE DATE THROUGH
AND AFTER CLOSING, SELLER AND PROPERTY OWNER (PRIOR TO GIVING EFFECT TO THE
TRANSFERS AT CLOSING) SHALL MAKE ALL COMMERCIALLY REASONABLY EFFORTS TO
COOPERATE WITH RESPECT TO INQUIRIES AND INFORMATION REQUESTS RELATING TO AUDIT
RIGHTS OF AMOUNTS INCLUDED IN THE BASE OPERATING YEAR EXPENSES PROVIDED IN THE
SCHWAB LEASE.
SECTION 7.4
EXCESS NET PROFITS; FINES.
TO THE EXTENT (I) THE CITY
AUDIT OF THE PROPERTY SHALL CONCLUDE THAT THERE ARE ANY EXCESS NET PROFITS
PAYABLE UNDER THE FINANCIAL AGREEMENT WITH RESPECT TO THE OPERATION OF THE
BUILDING AND THE PROPERTY FOR ANY PERIOD PRIOR TO CLOSING OR (II) ANY FINES ARE
LEVIED AGAINST PROPERTY OWNER BY REASON OF SELLER'S FAILURE TO PERFORM ANY OF
ITS OBLIGATIONS UNDER THE FINANCIAL AGREEMENT OR PECA FOR ANY PERIOD PRIOR TO
CLOSING, SELLER SHALL BE RESPONSIBLE FOR THE PAYMENT IN FULL OF ANY SUCH EXCESS
NET PROFITS OR FINES, SUBJECT TO (X) SELLER'S RIGHT TO CONTEST THE CONCLUSION OF
ANY SUCH AUDIT OR THE IMPOSITION OF ANY SUCH FINES, AS THE CASE MAY BE, IN THE
NAME OF PROPERTY OWNER, PROVIDED THAT PROPERTY OWNER HAS BEEN APPRISED OF SUCH
CONTEST AND PURCHASER, AT PURCHASER'S EXPENSE, SHALL HAVE THE RIGHT TO
PARTICIPATE
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IN SUCH CONTEST, AND (Y) PURCHASER COOPERATING WITH SELLER AS MAY BE REASONABLY
NECESSARY IN CONNECTION WITH SUCH CONTEST, AND SELLER'S OBLIGATION TO PAY SUCH
EXCESS NET PROFITS OR FINES SHALL ONLY BE TO THE EXTENT THE CONCLUSION OF SUCH
AUDIT OR THE IMPOSITION OF SUCH FINES, AS THE CASE MAY BE, IS FINAL AND
NON-APPEALABLE.
FROM AND AFTER CLOSING, WITHOUT SELLER'S PRIOR WRITTEN CONSENT,
PURCHASER SHALL NOT, AND SHALL CAUSE THE PROPERTY OWNER NOT TO, (A) AMEND OR
MODIFY THE FINANCIAL AGREEMENT OR PECA IN ANY MANNER THAT DIRECTLY OR INDIRECTLY
DOES OR COULD INCREASE THE EXCESS NET PROFITS OR FINES WHICH SELLER IS
RESPONSIBLE FOR HEREUNDER, OR (B) NEGOTIATE, SETTLE, COMPROMISE, OR CONSENT OR
AGREE TO ANY CHANGE IN,