IS
REQUIRED) SHALL BE PAID TO TENANT, OR IN CASE THERE SHALL BE ANY DEFICIENCY, THE
AMOUNT OF SUCH DEFICIENCY SHALL BE FORTHWITH PAID BY TENANT.
PROMPTLY FOLLOWING
RESOLUTION OF THE CONTEST AND PAYMENT BY TENANT OF ANY AMOUNTS DUE, LANDLORD
SHALL REFUND TO TENANT ANY MONIES SO DEPOSITED AND NOT APPLIED TO PAYMENT OF THE
IMPOSITION.
ANY MONEYS SO DEPOSITED SHALL BE HELD IN AN INTEREST-BEARING
ACCOUNT AT A LENDING INSTITUTION, AND ANY INTEREST EARNED THEREON, SHALL BE
REFUNDED, APPLIED OR PAID IN THE SAME MANNER AS THE AMOUNT DEPOSITED IS
REFUNDED, APPLIED OR PAID IN ACCORDANCE WITH THE IMMEDIATELY PRECEDING TWO
(2) SENTENCES.
45
(C)
LANDLORD SHALL NOT BE REQUIRED TO JOIN IN ANY ACTION OR PROCEEDING
REFERRED TO IN THIS SECTION 4.3 UNLESS REQUIRED BY ANY LEGAL REQUIREMENT IN
ORDER TO MAKE SUCH ACTION OR PROCEEDING EFFECTIVE, IN WHICH EVENT ANY SUCH
ACTION OR PROCEEDING MAY BE PURSUED BY TENANT (UPON PRIOR WRITTEN NOTICE TO
LANDLORD) IN THE NAME OF, BUT WITHOUT EXPENSE TO, LANDLORD.
TENANT HEREBY
AGREES TO INDEMNIFY LANDLORD FROM AND AGAINST ANY AND ALL CLAIMS INCURRED OR
SUFFERED BY LANDLORD IN ITS PROPRIETARY CAPACITY AND ARISING OUT OF ANY SUCH
ACTION OR PROCEEDING.
THE PROVISIONS OF THIS SECTION 4.3(C) SHALL SURVIVE THE
EXPIRATION OR EARLIER TERMINATION OF THIS LEASE.
ARTICLE V
PURCHASE OPTION
SECTION 5.1
PURCHASE OPTION.
(A)
TENANT'S EXERCISE OF PURCHASE OPTION.
AFTER THE SCHEDULED PILOT
CONVERSION DATE OR AS OTHERWISE EXPRESSLY PERMITTED UNDER THIS LEASE, TENANT,
SIMULTANEOUSLY WITH THE TENANTS UNDER ALL OTHER SEVERANCE SUBLEASES, SHALL HAVE
THE RIGHT, WHICH RIGHT SHALL BE EXERCISED BY NOTICE TO LANDLORD (THE "PURCHASE
OPTION NOTICE"), TO PURCHASE (OR HAVE A DESIGNEE PURCHASE) ALL OF THE INTEREST
OF 42DP (IF ANY) AND THE CITY IN THE PORTION OF THE LAND AND THE IMPROVEMENTS
COMPRISING THE DEMISED PREMISES, AND THE UNDIVIDED INTEREST IN THE COMMON
ELEMENTS ASSOCIATED THEREWITH (THE "PURCHASE OPTION") ON A DATE IDENTIFIED IN
THE PURCHASE OPTION NOTICE AND BEING NO LESS THAN NINETY (90) DAYS AFTER THE
DATE OF THE PURCHASE OPTION NOTICE (SUCH DATE, THE "PURCHASE OPTION CLOSING
DATE") AND ON THE TERMS AND CONDITIONS SET FORTH IN THIS ARTICLE V.
THE
PURCHASE OPTION NOTICE MAY BE DELIVERED PRIOR TO THE SCHEDULED PILOT CONVERSION
DATE SO LONG AS THE PURCHASE OPTION CLOSING DATE SET FORTH THEREIN OCCURS ON OR
SUBSEQUENT TO THE SCHEDULED PILOT CONVERSION DATE.
IN THE EVENT THAT THE RIGHT
OF ANY TENANT UNDER A SEVERANCE SUBLEASE TO EXERCISE THE PURCHASE OPTION
PROVIDED UNDER SUCH SEVERANCE SUBLEASE IS ACCELERATED PURSUANT TO
SECTION 11.1(G) OF SUCH SEVERANCE SUBLEASE, TENANT'S RIGHT TO EXERCISE THE
PURCHASE OPTION HEREUNDER SHALL AUTOMATICALLY BE SO ACCELERATED.
(B)
PURCHASE OPTION CLOSING DATE.
THE CLOSING OF TENANT'S PURCHASE PURSUANT
TO THE PURCHASE OPTION SHALL TAKE PLACE ON THE PURCHASE OPTION CLOSING DATE.
TENANT MAY ADJOURN THE PURCHASE OPTION CLOSING DATE, ON UP TO TWO (2) OCCASIONS,
SO LONG AS TENANT NOTIFIES LANDLORD OF EACH SUCH ADJOURNMENT AT LEAST FIVE
(5) BUSINESS DAYS PRIOR TO ANY APPLICABLE SCHEDULED PURCHASE