THAT OF SELLER, SELLER, ON REQUEST, SHALL DELIVER TO
PURCHASER OR THE TITLE COMPANY AFFIDAVITS TO THE EFFECT THAT SUCH JUDGMENTS,
BANKRUPTCIES OR OTHER RETURNS ARE NOT AGAINST SELLER, IN FORM AND SUBSTANCE
SUFFICIENT TO PERMIT REMOVAL OF SAME AS EXCEPTIONS IN PURCHASER'S TITLE POLICY.
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7.
APPORTIONMENTS
(A)
IN ACCORDANCE WITH AND DURING THE TERM OF THE MASTER LEASE, SELLER
WILL CONTINUE TO RECEIVE ALL RENTS AND OTHER PAYMENTS UNDER THE EXISTING LEASES
AND WILL CONTINUE TO BE RESPONSIBLE FOR ALL OF LESSOR'S OBLIGATIONS UNDER ALL
SUCH EXISTING LEASES UNTIL THE MASTER LEASE TERMINATION DATE (AS HEREINAFTER
DEFINED), INCLUDING FOR PAYMENT OF REAL ESTATE TAXES AND OPERATING EXPENSES AS
PROVIDED IN THE MASTER LEASE, AND, ACCORDINGLY, THERE WILL BE NO APPORTIONMENT
OF RENTS AND EXPENSES AT THE TIME OF CLOSING.
(B)
ON THE EXPIRATION DATE (AS DEFINED IN THE MASTER LEASE) OR SUCH
EARLIER TERMINATION OF THE MASTER LEASE IN ACCORDANCE WITH THE TERMS THEREOF
(THE "MASTER LEASE TERMINATION DATE"), THE FOLLOWING SHALL BE APPORTIONED
BETWEEN SELLER AND PURCHASER AS OF 11:59 P.M. (PROVIDED, HOWEVER, THAT IN THE
EVENT THAT ANY OF THE EXISTING LEASES PROVIDE THAT THE TENANTS THEREUNDER ARE
RESPONSIBLE FOR PAYMENT OF ANY OF THE EXPENSES IN FULL (AS OPPOSED TO AS PART OF
OVERAGE RENTS (AS HEREINAFTER DEFINED)), SUCH EXPENSES SHALL NOT BE APPORTIONED
AS BETWEEN SELLER AND PURCHASER):
(I)
REAL ESTATE TAXES, SEWER RENTS AND TAXES, WATER RATES AND
CHARGES, VAULT CHARGES AND TAXES, BUSINESS IMPROVEMENTS DISTRICT TAXES AND
ASSESSMENTS AND ANY OTHER GOVERNMENTAL TAXES, CHARGES OR ASSESSMENTS LEVIED OR
ASSESSED AGAINST THE PREMISES (COLLECTIVELY REFERRED TO AS THE "PROPERTY
TAXES");
(II)
PREPAID RENTS, FIXED RENTS AND ADDITIONAL RENTS PAYABLE PURSUANT
TO THE EXISTING LEASES (INCLUDING WITHOUT LIMITATION, OPERATING EXPENSE
ESCALATION PAYMENTS, REAL ESTATE TAX ESCALATION PAYMENTS AND PERCENTAGE RENT, IF
ANY);
(III)
ADMINISTRATIVE CHARGES ON SECURITY DEPOSITS HELD PURSUANT TO THE
EXISTING LEASES;
(IV)
PREPAID FEES FOR LICENSE OR OTHER PERMITS ASSIGNED TO PURCHASER;
(V)
PERMIT, LICENSE AND INSPECTION FEES, IF ANY, ON THE BASIS OF THE
FISCAL YEAR FOR WHICH LEVIED, IF THE RIGHTS WITH RESPECT THERETO ARE ASSIGNED TO
PURCHASER AT THE CLOSING;
(VI)
FUEL, IF ANY, AT THE COST PER GALLON MOST RECENTLY CHARGED TO
SELLER TOGETHER WITH ANY SALES TAXES PAID IN CONNECTION THEREWITH BASED ON A
READING SELLER WILL ENDEAVOR TO HAVE COMPLETED WITHIN FIVE (5) DAYS PRIOR TO THE
CLOSING DATE OR, IF NOT SO COMPLETED, AS ESTIMATED BY SELLER'S SUPPLIER (A
LETTER FROM SELLER'S FUEL SUPPLIER SHALL BE CONCLUSIVE EVIDENCE AS TO THE
QUANTITY OF FUEL ON HAND AND THE SELLER'S COST THEREFOR, AS THE CASE MAY BE);
AND
(VII)
SUCH OTHER ITEMS AS ARE CUSTOMARILY APPORTIONED IN ACCORDANCE WITH
REAL ESTATE CLOSINGS OF COMMERCIAL PROPERTIES IN THE BOROUGH OF MANHATTAN.
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(C)
PROPERTY TAXES SHALL BE APPORTIONED ON THE BASIS OF THE FISCAL
PERIODS FOR WHICH ASSESSED.
IF THE MASTER LEASE TERMINATION DATE SHALL OCCUR
EITHER BEFORE AN ASSESSMENT IS MADE OR A TAX RATE IS FIXED FOR THE TAX PERIOD IN
WHICH