CITY OF COLUMBUS AND CAPITOL SOUTH COMMUNITY URBAN REDEVELOPMENT
CORPORATION,
DATED JANUARY 21, 1977 (THE "FINANCIAL AGREEMENT").
THE TROY
SUBLEASE REQUIRES THAT THE DEVELOPER PAY CERTAIN AMOUNTS PURSUANT TO THE
FINANCIAL AGREEMENT.
SELLERS WILL USE COMMERCIALLY REASONABLE EFFORTS TO
DELIVER A COPY OF THE FINANCIAL AGREEMENT TO PURCHASER AS PROMPTLY AS REASONABLY
POSSIBLE FOLLOWING THE DATE HEREOF.
AS PROMPTLY AS REASONABLY POSSIBLE, BUT IN
NO EVENT LATER THAN THE DATE THAT IS TWENTY (20) DAYS AFTER THE DATE HEREOF,
PURCHASER SHALL HAVE THE RIGHT TO NOTIFY SELLERS OF (1) ANY ISSUES RAISED BY ON
EITHER OR BOTH OF THE UPDATED REPORTS THAT ARE MATERIALLY DIFFERENT FROM THE
MATTERS CONTAINED IN THE CURRENT REPORTS CONTAINED IN THE SELLER DUE DILIGENCE
MATERIALS, AND (2) ANY MATERIAL EXPENSE IMPOSED ON COLUMBUS UNDER THE TROY
SUBLEASE AS A RESULT OF THE FINANCIAL AGREEMENT IN EXCESS OF THE CURRENT ANNUAL
RENT OF $2,426,286 PAYABLE UNDER THE TROY SUBLEASE.
IF (A) THE UPDATED REPORTS
RAISE ANY ISSUES THAT (I) WERE NOT REFERENCED IN THE CURRENT REPORTS CONTAINED
IN THE SELLER DUE DILIGENCE MATERIALS OR INDICATE A SIGNIFICANT WORSENING OF A
CONDITION RAISED IN SUCH CURRENT REPORTS AND (II) WITH RESPECT TO THE PHYSICAL,
MECHANICAL OR STRUCTURAL MATTERS RAISED ARE NOT REASONABLY APPROPRIATE OR
EXPECTED FOR A SHOPPING CENTER OF SIMILAR AGE, AND/OR (B) THE FINANCIAL
AGREEMENT WILL IMPOSE OBLIGATIONS ON COLUMBUS PRIOR TO 2021 UNDER THE TROY
SUBLEASE IN EXCESS OF THE CURRENT ANNUAL RENT OF $2,426,286, OR IF PURCHASER
DOES NOT RECEIVE A COPY OF THE FINANCIAL AGREEMENT OR OTHER EVIDENCE REASONABLY
SATISFACTORY TO PURCHASER DEMONSTRATING THAT THE FINANCIAL AGREEMENT DOES NOT
IMPOSE ANY SUCH OBLIGATIONS, AND (C) THE COST TO REMEDY (IN THE CASE OF
ENVIRONMENTAL) OR REPAIR (IN THE CASE OF STRUCTURAL) THE ITEMS DESCRIBED IN (A),
TOGETHER WITH THE ADDITIONAL OBLIGATIONS IMPOSED UNDER THE FINANCIAL AGREEMENT,
IN THE REASONABLE JUDGMENT OF THE PARTIES, EXCEED $5,000,000 IN THE AGGREGATE,
THE PARTIES SHALL PROMPTLY MEET TO DISCUSS SUCH MATTERS.
IN THE EVENT THE
PARTIES FAIL TO REACH RESOLUTION WITH RESPECT TO SUCH MATTERS ON OR PRIOR TO THE
FIFTH (5TH) BUSINESS DAY AFTER PURCHASER FIRST GAVE SELLERS NOTICE OF SUCH
MATTERS, THEN EITHER PARTY SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT UPON
THE EXPIRATION OF SUCH FIVE (5) BUSINESS DAY PERIOD (UNLESS PURCHASER AGREES TO
ACCEPT COLUMBUS CITY CENTER IN ITS AS-IS CONDITION NOTWITHSTANDING SUCH NEW
MATTERS BY GIVING NOTICE TO SELLERS ON OR BEFORE THE
17
expiration of such five (5) Business Day period), in which case the Deposit
shall be returned to Purchaser and thereafter the parties shall have no further
rights or obligations under this Agreement except those which expressly survive
termination of this Agreement.
For the avoidance of doubt, if neither party has
terminated this Agreement on or prior to the date that is twenty (20) calendar
and five (5) Business Days after the date of this Agreement, the provisions of
this Section 4.1(n) shall be null and void and of no further force and effect
and neither