BUYER COPIES OF
THE BACK-UP DOCUMENTATION (E.G. GENERAL LEDGER) UPON WHICH SELLER RELIED IN ITS
PREPARATION OF SELLER'S RECONCILIATION.
IF BUYER THEN RECEIVES FROM ANY OF THE
TENANTS PAYMENTS THAT ARE SPECIFICALLY MARKED AS CONSTITUTING SUCH TENANTS'
RESPECTIVE PAYMENT DUE TO SELLER PURSUANT TO SELLER'S RECONCILIATION, OR IF IT
IS OTHERWISE REASONABLY APPARENT TO BUYER THAT A PAYMENT RECEIVED BY BUYER FROM
A TENANT IS INTENDED TO PAY THE SUM THAT SUCH TENANT THEN OWES SELLER, PURSUANT
TO SELLER'S RECONCILIATION, BUYER SHALL PROMPTLY DELIVER SUCH PAYMENTS TO
SELLER.
SELLER SHALL BOTH (I) MAKE APPROPRIATE REPRESENTATIVES OF SELLER
AVAILABLE, FROM TIME TO TIME, UPON BUYER'S REQUEST, TO RESPOND TO TENANT
INQUIRIES ABOUT SELLER'S RECONCILIATION; AND (II) PROMPTLY DELIVER TO BUYER,
UPON BUYER'S REQUEST, TRUE AND COMPLETE COPIES OF ANY INVOICES REQUIRED TO
EVIDENCE AND SUPPORT ANY CHARGES MADE TO A TENANT PURSUANT TO SELLER'S
RECONCILIATION IF SUCH TENANT CHALLENGES OR CONTESTS THE RECONCILIATION BILLING
10
DELIVERED TO SUCH TENANT BY SELLER PURSUANT TO SELLER'S RECONCILIATION.
IN THE
EVENT OF ANY SUBSEQUENT ADJUSTMENTS IN THE FINAL DETERMINATION OF ADDITIONAL
RENT OWED BY TENANTS UNDER THE LEASES FOR CALENDAR YEAR 2005 BASED UPON THE
RESOLUTION BY SELLER, BUYER AND TENANT OF ANY DISPUTE OR CONTEST OF SUCH AMOUNTS
BROUGHT BY TENANT PURSUANT TO THE TERMS OF ITS LEASE, SELLER AND BUYER SHALL
PROMPTLY READJUST BETWEEN THEMSELVES THE ACTUAL AMOUNTS OWED FOR SUCH CALENDAR
YEAR, BASED UPON SUCH ADJUSTED DETERMINATION OF ADDITIONAL RENT OWED BY SUCH
TENANT.
IN ADDITION TO THE FOREGOING ARRANGEMENTS, SELLER HEREBY COVENANTS AND
AGREES THAT (1) PRIOR TO CLOSING, AND (2) WITH RESPECT TO CAPITAL EXPENDITURES
MADE BY SELLER AT OR FOR THE PROPERTY DURING THE TWO (2) YEAR PERIOD PRECEDING
THE CLOSING DATE,
AND (3) IF THOSE CAPITAL EXPENDITURES ARE BEING BILLED
THROUGH TO THE TENANTS ON AN AMORTIZED BASIS, SELLER SHALL DELIVER TO BUYER TRUE
AND COMPLETE COPIES OF SELLER'S GENERAL LEDGER REFLECTING THESE CAPITAL
EXPENDITURES AND THE AMORTIZATION THEREOF.
THE PROVISIONS OF THIS SECTION 4.2.7
SHALL SURVIVE THE CLOSING AND SHALL NOT MERGE INTO ANY DOCUMENTATION DELIVERED
AT CLOSING.
4.2.8
CLOSING DATE.
IF THE EARNEST MONEY AND BALANCE OF THE
PURCHASE PRICE IS NOT DELIVERED TO THE TITLE INSURER, IN ITS CAPACITY AS ESCROW
AGENT FOR THE CLOSING, BEFORE 2:00 P.M. E.S.T. ON THE CLOSING DATE, THEN THE
PAYMENTS REQUIRED TO BE MADE BY SELLER OR BUYER UNDER THIS AGREEMENT SHALL BE
DETERMINED ASSUMING THAT THE CLOSING DATE OCCURRED ON THE DAY AFTER THE ACTUAL
CLOSING.
4.2.9
LEASING COSTS.
AT OR PRIOR TO CLOSING, SELLER SHALL PAY
(A) ANY LEASING COMMISSIONS DUE AND PAYABLE ON OR BEFORE THE CLOSING DATE UNDER
THE LEASES AND (B) ANY LEASING COMMISSIONS DUE AND PAYABLE OVER THE ORIGINAL
TERM OF ANY LEASE EXISTING AS OF JULY 25, 2005, BUT EXCLUDING THOSE "MONTHLY
OVER THE TERM" LEASING COMMISSIONS DUE AFTER THE CLOSING DATE WITH RESPECT TO
THOSE LEASES WITH THOSE TENANTS LISTED ON EXHIBIT S ATTACHED HERETO.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE PREVIOUS SENTENCE, BUYER SHALL
BE RESPONSIBLE FOR