OF CLOSING SHALL BE APPLIED FIRST TO
CURRENT RENTALS, THEN TO DELINQUENT RENTS OWED WITH RESPECT TO POST-CLOSING
PERIODS AND THEN TO DELINQUENT RENTS OWED WITH RESPECT TO PRE-CLOSING PERIODS,
IN INVERSE ORDER OF MATURITY. PURCHASER WILL USE COMMERCIALLY REASONABLE EFFORTS
AFTER CLOSING TO COLLECT (OR CAUSE TO BE COLLECTED) ALL RENTS AS PROMPTLY AS
PRACTICABLE IN THE USUAL COURSE OF THE OPERATION OF THE PROPERTY, PROVIDED THAT
PURCHASER SHALL HAVE NO OBLIGATION TO FILE SUIT OR EXPEND ANY MATERIAL SUMS TO
COLLECT ANY DELINQUENT RENTS OWED WITH RESPECT PRE-CLOSING PERIODS. PURCHASER
(OR RIVERSIDE LLC) SHALL HOLD ALL LANDLORD'S LIENS, IF ANY, IN THEIR ENTIRETY TO
ENFORCE THE PAYMENT OF ANY DELINQUENT RENTALS AND SELLER SHALL BE DEEMED TO HAVE
TRANSFERRED ALL OF ITS RIGHT TITLE AND INTEREST IN SUCH LANDLORD'S LIENS, IF
ANY.
(VIII)
AT SELLER'S OPTION:
(X) ALL CASH IN BANK ACCOUNTS OR ON HAND OWNED
BY EITHER THE TRUST, PROPERTY MANAGER OR RIVERSIDE LLC; (Y) ALL INSURANCE
REFUNDS RELATING TO INSURANCE CONCERNING THE PROPERTY (WHICH INSURANCE SHALL NOT
BE CONTINUED BY SELLER BEYOND CLOSING, EXCEPT AS PROVIDED IN ARTICLE 8 HEREOF)
AND (Z) ALL OTHER PREPAID ITEMS WHICH ARE CAPABLE OF BEING REFUNDED (WHETHER
PRIOR TO, UPON OR AFTER CLOSING) ON CANCELLATION OF AN OPERATING AGREEMENT SHALL
BE EITHER:
(A) DISTRIBUTED TO SELLER IMMEDIATELY PRIOR TO THE CLOSING AND SHALL
BE EXCLUDED FROM THE SALE CONTEMPLATED BY THIS AGREEMENT OR (B) CREDITED TO
SELLER AT CLOSING, EXCEPT AS PROVIDED ABOVE WITH RESPECT TO ANY TENANT SECURITY
MADE BY A TENANT UNDER THE LEASES.
(IX)
AN AMOUNT EQUAL TO (I) CERTAIN OBLIGATIONS OF RIVERSIDE LLC TO PAY
FOR TENANT IMPROVEMENTS IN CONNECTION WITH THE LEASES, AND (II) CERTAIN LEASING
COMMISSIONS IN CONNECTION WITH THE LEASES, AS MORE PARTICULARLY SET FORTH ON
SCHEDULE 4.4.2(IX) ATTACHED HERETO, SHALL BE CREDITED TO PURCHASER AT CLOSING.
PURCHASER MAY ESCROW SUCH FUNDS FOR THE PURPOSES OF PAYING FOR THE OBLIGATIONS
UNDER THE LEASES, INCLUDING USING SUCH FUNDS TO APPLY AGAINST RENT AS SPECIFIED
IN THE LEASES. SELLER AND PURCHASER AGREE TO UPDATE SCHEDULE 4.4.2(IX) AT
CLOSING.
(X)
AN AMOUNT EQUAL TO $5,555,457 SHALL BE CREDITED TO PURCHASER IN
LIEU OF SELLER ENTERING INTO A MASTER LEASE WITH RESPECT TO THE PROPERTY.
(XI)
AN AMOUNT EQUAL TO THE FREE RENT UNDER THE LEASES, AS MORE
PARTICULARLY SET FORTH ON SCHEDULE 4.4.2(XI), SHALL BE CREDITED TO PURCHASER AT
CLOSING. SUCH AMOUNT SHALL BE ADJUSTED DEPENDING UPON THE CLOSING DATE IN THE
MANNER SET FORTH ON SCHEDULE 4.4.2(XI).
16
4.4.3
SELLER SHALL USE REASONABLE EFFORTS TO PROVIDE PURCHASER AN INITIAL
DRAFT OF THE CLOSING STATEMENT AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO CLOSING,
WHICH, ONCE AGREED TO, SHALL BE THE "CLOSING STATEMENT."
4.4.4
THE PROVISIONS OF THIS SECTION 4.4 SHALL SURVIVE CLOSING.
4.5
CLOSING COSTS AND POST CLOSING ADJUSTMENTS.
4.5.1
CLOSING COSTS. SELLER SHALL PAY FOR THE COST OF PREPARING THE TRANSFER
DOCUMENT, FOR ALL MATTERS RELATING TO THE CLEARING OF TITLE WHICH SELLER ELECTS
OR IS REQUIRED TO CURE, THE FEES AND COSTS