(Y) THE AMOUNT OF RENT WHICH WOULD HAVE BEEN DUE FROM SUCH
TENANT FROM AND AFTER THE CLOSING DATE THROUGH DECEMBER 31, 2006 (ASSUMING THE
OUT-FOR-SIGNATURE LEASE RENEWAL IS EFFECTIVE ON THE "PROJECTED OFS LEASE START
DATE" UNDER SUCH OUT-FOR-SIGNATURE LEASE AS SET FORTH ON EXHIBIT L HERETO AND
TENANT WAS PAYING RENT THEREUNDER), PLUS (III) THE UNFUNDED OUT-FOR-SIGNATURE
LEASING COSTS (AS LISTED ON EXHIBIT L, SECTIONS I AND III), IF ANY.
(D)
ATTACHED HERETO AS EXHIBIT M IS A DESCRIPTION OF THE VACANT OR ASSUMED TO
BE VACANT LEASEABLE SPACE AT THE PROPERTY AND THE AMOUNTS OF LEASING COMMISSIONS
AND TENANT IMPROVEMENT COSTS AND ALLOWANCES (THE "VACANCY LEASING COSTS") FOR
WHICH SELLERS SHALL BE RESPONSIBLE. ON THE CLOSING DATE, BUYER SHALL BE ENTITLED
TO RECEIVE A CREDIT AGAINST THE PURCHASE PRICE IN AN AMOUNT EQUAL TO THE
UNFUNDED VACANCY LEASING COSTS, IF ANY.
(E)
ATTACHED HERETO AS EXHIBIT Q IS A DESCRIPTION OF THE ADDITIONAL CREDITS TO
WHICH BUYER SHALL BE ENTITLED AT CLOSING (THE "BUYER'S ADDITIONAL CREDITS") TO
THE EXTENT SELLER HAS NOT PREVIOUSLY PAID THESE ITEMS PRIOR TO CLOSING.
(F)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT
SHALL BUYER BE ENTITLED TO RECEIVE AN AGGREGATE CREDIT AGAINST THE PURCHASE
PRICE PURSUANT TO SECTIONS 6.3(A), (B), (C), (D) AND (E) HEREOF IN EXCESS OF
***********, AND THE AMOUNT OF CREDIT TO WHICH BUYER IS ENTITLED PURSUANT TO
THIS SECTION 6.3 SHALL BE REDUCED BY ANY AMOUNTS APPLIED BY SELLERS TO THE
EXPENSES SET FORTH IN THIS SECTION 6.3. THE CALCULATION OF THE AMOUNT OF THE
FORGOING MAXIMUM CREDIT WAS DETERMINED USING THE FORMULAS SET FORTH IN SECTIONS
6.3(B), (C) AND (D) ABOVE AND ASSUMES A CLOSING DATE AS OF JANUARY 1, 2006 (AS
ILLUSTRATED ON EXHIBITS K, EXHIBIT L AND EXHIBIT M HEREBY). AT THE CLOSING, THE
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CALCULATION OF THE ACTUAL CREDIT DUE PURSUANT SECTIONS 6.3(B), (C) AND
(D) HEREOF SHALL BE MADE BASED ON SUCH FORMULAS AND USING THE ACTUAL CLOSING
DATE HEREUNDER. IF THE CLOSING DATE SHALL FALL ON A DATE OTHER THAN THE FIRST OF
ANY MONTH, THE RENT FOR SUCH MONTH SHALL BE PRORATED FOR THE PURPOSES OF
DETERMINING THE ACTUAL CREDIT. AT CLOSING, SELLER AND PURCHASER SHALL ENTER INTO
AN AMENDMENT TO THIS AGREEMENT THAT REFLECTS THE ACTUAL PURCHASE PRICE, AS
ADJUSTED BY THE CREDITS SET FORTH IN SECTIONS 6.3(A), (B), (C), (D) AND
(E) ABOVE (THE "PURCHASE PRICE AMENDMENT").
SECTION 6.4.
REAPPORTIONMENT. ANY ERRORS IN THE CALCULATION OF APPORTIONMENTS
SHALL BE CORRECTED OR ADJUSTED, AND PAID, AS SOON AS PRACTICABLE (BUT NOT MORE
OFTEN THAN MONTHLY) AFTER THE CLOSING DATE. IF IT IS IMPRACTICABLE TO APPORTION
CERTAIN ITEMS HEREUNDER (INCLUDING, WITHOUT LIMITATION, WATER AND SEWER CHARGES
AND RENTS) BY THE CLOSING DATE, SUCH ITEMS SHALL BE APPORTIONED, AND PAID, AS
SOON AS PRACTICABLE AFTER THE CLOSING DATE.
SECTION 6.5.
MONTHLY STATEMENTS. SO LONG AS AMOUNTS PAYABLE BY TENANTS FOR
PERIODS PRIOR TO THE CLOSING DATE REMAIN OUTSTANDING, OR ANY OTHER AMOUNT THAT
IS TO BE APPORTIONED BETWEEN