LETTER OF CREDIT TO PURCHASER AT
CLOSING OR WITHIN A REASONABLE PERIOD OF TIME AFTER CLOSING).
IN THE EVENT THAT
A LETTER OF CREDIT THAT IS NOT TRANSFERABLE IS NOT REPLACED BY CLOSING, THEN FOR
THE PERIOD FROM AND AFTER CLOSING, AT PURCHASER'S REQUEST, SELLER SHALL HOLD
SUCH LETTER OF CREDIT FOR THE BENEFIT OF PURCHASER AND, UPON WRITTEN REQUEST BY
PURCHASER, SHALL DRAW DOWN ON SUCH LETTER OF CREDIT AND SIMULTANEOUSLY THEREWITH
DELIVER THE PROCEEDS OF SUCH DRAW DOWN TO PURCHASER.
PURCHASER SHALL INDEMNIFY
SELLER WITH RESPECT TO ANY JUDGMENTS, SUITS, CLAIMS, DEMANDS, LIABILITIES AND
OBLIGATIONS AND RELATED COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS'
FEES) ARISING OUT OF SELLER'S DRAW DOWN AND DELIVERY OF THE PROCEEDS OF SUCH
LETTER OF CREDIT AS DIRECTED BY PURCHASER.
THE PROVISIONS OF THE LAST SENTENCE
OF THIS SECTION 5(F) SHALL SURVIVE THE CLOSING.
(G)
RII PROCEEDS.
ANY RII PROCEEDS (AS HEREINAFTER DEFINED) ALLOCABLE
TO PURCHASER OR SELLER PURSUANT TO THE TERMS OF SECTION 10(A) HEREOF SHALL BE
APPORTIONED BETWEEN SELLER AND PURCHASER AT CLOSING AS OF THE PRORATION DATE,
TAKING INTO ACCOUNT THE RENTAL INCOME PERIOD WITH RESPECT TO WHICH SUCH RII
PROCEEDS PERTAIN.
(H)
OTHER.
ANY OTHER CUSTOMARY ADJUSTMENTS MADE IN CONNECTION WITH
THE SALE OF SIMILAR TYPE PROPERTIES, TO THE EXTENT APPLICABLE TO THE
6
SUBJECT TRANSACTION, SHALL BE PRORATED BETWEEN PURCHASER AND SELLER AS OF THE
PRORATION DATE.
(I)
PROPERTY PURCHASE.
IN ADDITION TO THE APPORTIONMENTS BETWEEN
SELLER AND PURCHASER PURSUANT TO THIS SECTION 5, PURCHASER ACKNOWLEDGES THAT IT
SHALL BE RESPONSIBLE FOR MAKING ALL NECESSARY AND APPROPRIATE APPORTIONMENTS AT
CLOSING BETWEEN LESSOR AND PURCHASER WITH RESPECT TO THE PROPERTY PURCHASE,
PURSUANT TO AND IN ACCORDANCE WITH THE TERMS OF THE EXISTING LEASE, BUT
EXCLUDING ANY SUMS DUE FROM SELLER TO LESSOR UNDER THE EXISTING LEASE NOT
DIRECTLY ATTRIBUTABLE TO THE PROPERTY PURCHASE, AS MAY BE PREVIOUSLY OWED BY
SELLER TO LESSOR, WHICH SUMS SHALL BE PAID BY SELLER.
6.
TITLE.
(A)
PURCHASER SHALL, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE
HEREOF, ORDER A PRELIMINARY TITLE REPORT AND SURVEY FOR THE PROPERTY FROM ANY
REPUTABLE TITLE INSURANCE COMPANY LICENSED IN THE STATE OF NEVADA (THE "TITLE
COMPANY"), AND PURCHASER WILL PROMPTLY (BUT IN NO EVENT LATER THAN 30 DAYS AFTER
DATE HEREOF) UPON RECEIPT THEREOF FURNISH A COPY OF SUCH REPORT AND COMMITMENT
(COLLECTIVELY, THE "COMMITMENT") TO SELLER'S ATTORNEY, PETER G. KOFFLER, ESQ.,
STROOCK & STROOCK & LAVAN LLP, 180 MAIDEN LANE, NEW YORK, NEW YORK 10038,
TOGETHER WITH A WRITTEN STATEMENT (A "TITLE OBJECTION NOTICE") SETTING FORTH
EXCEPTIONS TO TITLE, IF ANY, WHICH ARE NOT PERMITTED ENCUMBRANCES (AS
HEREINAFTER DEFINED), AND RELATE TO EITHER (I) THE FEE ESTATE IN THE PROPERTY
("FEE TITLE OBJECTIONS") OR (II) THE SELLER'S LEASEHOLD ESTATE IN THE PROPERTY
("LEASEHOLD TITLE OBJECTIONS") (FEE TITLE OBJECTIONS AND LEASEHOLD TITLE
OBJECTIONS, COLLECTIVELY, "TITLE OBJECTIONS").
WITHIN THREE (3) BUSINESS DAYS
FOLLOWING THE RECEIPT OF ANY UPDATES OR REVISIONS TO THE COMMITMENT, PURCHASER
SHALL CAUSE COPIES THEREOF TO BE FURNISHED TO SELLER'S ATTORNEY AS HEREINABOVE
SET FORTH,