Contract Downpayment: To be held in escrow by Seller's counsel pending closing of the transaction and refundable if (i) Fee Owner defaults or (ii) a condition to Associates' obligation is not satisfied.
Closing Date: Early 2002, subject to any right to adjourn which may require payment of an additional deposit to be applied to the purchase price at closing.
Closing Expenses: Associates and the Fee Owner will each bear its own legal expenses. State and local transfer taxes will be paid by the Fee Owner. Associates will pay the premium for its and its lender's title insurance policies, cost of a survey, recording charges for the deed and mortgage, and mortgage recording taxes. Associates will also pay its lender's legal costs for the loan.
Broker: Only Peter L. Malkin, Anthony E. Malkin, Thomas N. Keltner, Jr., and Wien & Malkin LLP and its affiliates have represented Associates in this transaction. No broker was instrumental or will receive a commission from Associates in this transaction.
Closing Prorations: Rent under the Master Lease will be prorated as of the Closing Date. Because operating income and expense are for the account of the Operating Sublessee, no other apportionment will be required.
Damage and Destruction: Pursuant to the existing Master Lease, Associates must restore the Building after any fire or other casualty. Therefore, in spite of any Building fire or casualty damage prior to closing, Associates will remain obligated to close the transaction. All insurance proceeds payable to the Fee Owner will be assigned to Associates. However, the Operating Sublessee maintains the fire and casualty insurance for the Building and is obligated to restore any damage.
Defaults and Remedies: On default by Associates, the Fee Owner will be entitled to liquidated damages equal to the aggregate of the Contract Downpayment and any additional deposit.
On default by the Fee Owner: Associates should have the right, at its option, (i) to sue for specific performance and its legal fees incurred to prosecute such action or (ii) to be repaid the Contract Downpayment and any additional deposit, together with interest earned on such amounts.
Assignment: Associates may be able to assign the Purchase Agreement without the consent of the Seller to an entity controlled by Associates or with which Associates will purchase the Fee Title. If Associates does not conclude the purchase under the Purchase Agreement, Peter L. Malkin may have the right to assign the Purchase Agreement to any assignee which reimburses Associates for its Contract Downpayment, any additional deposit, and its direct costs in connection with the Purchase Agreement.