PROVIDE A
LANDLORD'S TSF STATEMENT WITHIN THE INDICATED PERIOD SHALL BE DEEMED APPROVAL OF
THE NUMBER OF TAXABLE SQUARE FEET SET FORTH IN THE APPLICABLE TENANT'S TSF
CERTIFICATION.
NOTWITHSTANDING ANY OTHER TERM IN THIS SECTION 3.1(A)(I)(B) TO
THE CONTRARY, IT IS ACKNOWLEDGED AND AGREED THAT FOR THE PURPOSE OF CALCULATING
PILOT, NO ARCHITECT'S CERTIFICATION SUBMITTED UNDER THIS
SECTION 3.1(A)(I)(B) SHALL REDUCE THE NUMBER OF TOTAL TAXABLE SQUARE FEET TO
FEWER THAN THE NUMBER DETERMINED PURSUANT TO CLAUSE (1) OF THIS
SECTION 3.1(A)(I)(B).
(II)
ON AND AFTER SCHEDULED PILOT CONVERSION DATE.
ON AND AFTER THE
SCHEDULED PILOT CONVERSION DATE THROUGH THE EXPIRATION OF THE TERM OF THIS
LEASE, TENANT SHALL PAY TO LANDLORD AN AMOUNT, PER ANNUM, EQUAL TO FULL TAXES.
(B)
PILOT PAYMENT.
(I)
FROM AND AFTER THE FIRST PILOT PAYMENT PERIOD AFTER THE FIRST OF THE
EARLIER OF JANUARY 1 OR JULY 1 TO OCCUR AFTER THE LEASE ASSIGNMENT DATE, PILOT
SHALL BE PAYABLE IN ADVANCE, IN EQUAL SEMI-ANNUAL INSTALLMENTS, ON OR PRIOR TO
JANUARY 1 AND JULY 1 OF EACH AND EVERY LEASE YEAR.
UPON THE EXPIRATION DATE OR
EARLIER TERMINATION OF THIS LEASE, LANDLORD SHALL REPAY OR PROVIDE AN
APPROPRIATE CREDIT FOR ANY PREPAID PILOT IN RESPECT OF THE PERIOD AFTER SUCH
EXPIRATION DATE OR EARLIER TERMINATION OF THIS LEASE.
(II)
EXCEPT AS QUALIFIED BY THE IMMEDIATELY FOLLOWING SENTENCE, FOR SO
LONG AS ANY PORTION OF LANDLORD'S OBLIGATION TO REIMBURSE EXCESS SITE
ACQUISITION COSTS (ALLOCATED) TO TENANT SHALL REMAIN OWING AND UNPAID, TENANT'S
PAYMENT OF PILOT SHALL BE IN THE FORM OF (X) A CREDIT AGAINST EIGHTY-FIVE
PERCENT (85%) OF THE PILOT THEN DUE AND PAYABLE PURSUANT TO SECTION 3.1 HEREOF,
IN REIMBURSEMENT OF THE EXCESS SITE ACQUISITION COSTS (ALLOCATED) AND (Y) A
PAYMENT OF THE REMAINING FIFTEEN PERCENT (15%) AS OTHERWISE REQUIRED IN
ACCORDANCE WITH THE PROVISIONS OF THIS LEASE.
THE OFFSET DESCRIBED IN THE
IMMEDIATELY PRECEDING SENTENCE IS AVAILABLE TO TENANT IF, AND ONLY IF:
(A) NO
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING HEREUNDER (BUT SUCH RIGHT SHALL
BE IMMEDIATELY REINSTATED, ON A PROSPECTIVE BASIS ONLY, UPON TENANT'S CURING OF
SUCH EVENT OF DEFAULT); (B) THE PILOT PAYMENT REQUIRED BY THIS SECTION 3.1 IS
MADE IN A TIMELY MANNER; AND (C) NOTICE IS PROVIDED TO LANDLORD WITH EACH
PAYMENT OF PILOT SETTING FORTH THE OUTSTANDING BALANCE OF THE UNREIMBURSED
EXCESS SITE ACQUISITION COSTS (ALLOCATED), SUCH NOTICE TO BE SUBSTANTIALLY IN
THE FORM SET FORTH IN EXHIBIT H ATTACHED HERETO.
IF SUCH CONDITIONS ARE NOT
FULFILLED, THEN TENANT SHALL PAY 100% OF THE PILOT THEN DUE AND PAYABLE AND THE
PROVISIONS OF SECTION 3.04 OF THE SITE 8 SOUTH LADA SHALL APPLY TO LANDLORD'S
OBLIGATION TO REIMBURSE THE EXCESS SITE ACQUISITION COSTS (ALLOCATED).
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(C)
TAX CONTEST PROCEEDING.
(I)
TENANT SHALL HAVE THE EXCLUSIVE RIGHT (BUT SHALL BE UNDER NO
OBLIGATION) TO SEEK AND AGREE UPON REDUCTIONS IN THE VALUATION OF THE
CONDOMINIUM UNIT(S) COMPRISING THE DEMISED PREMISES, AS ASSESSED FOR REAL
PROPERTY TAX PURPOSES AND TO PROSECUTE ANY ACTION OR PROCEEDING IN