AT CLOSING,
(I) SELLER SHALL PAY OR GRANT TO BUYER, AS A CREDIT AGAINST THE PURCHASE PRICE,
THE AMOUNT OF ACCRUED AND
8
UNPAID CHARGES FOR SERVICES RENDERED BEFORE THE CLOSING DATE, PRORATED ON A PER
DIEM BASIS, AND (II) BUYER SHALL PAY TO SELLER THE AMOUNT OF PREPAID CHARGES FOR
SERVICES RENDERED FROM AND AFTER THE CLOSING PRORATED ON A PER DIEM BASIS.
4.2.5
TENANT SECURITY DEPOSITS.
BUYER SHALL RECEIVE A
CREDIT (OR SELLER SHALL PAY TO BUYER) AT CLOSING IN AN AMOUNT EQUAL TO THE TOTAL
AMOUNT OF CASH SECURITY DEPOSITS SHOWN ON THE LEASE LIST, LESS PORTIONS THEREOF
WHICH WERE APPLIED BY SELLER PRIOR TO THE EFFECTIVE DATE AND IN ACCORDANCE WITH
THE APPLICABLE TERMS OF THE LEASES.
SELLER HEREBY COVENANTS AND AGREES THAT IT
SHALL DELIVER TO BUYER, AMONG THE SELLER DELIVERIES, A TRUE AND COMPLETE
SCHEDULE OF ALL SECURITY DEPOSITS HELD BY SELLER AS OF THE EFFECTIVE DATE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, SELLER MAY
NOT APPLY ANY SECURITY DEPOSITS AGAINST ANY DELINQUENT RENTS AFTER THE EFFECTIVE
DATE.
AT LEAST FIVE (5) DAYS PRIOR TO THE INSPECTION DATE, SELLER SHALL PROVIDE
BUYER WITH A SCHEDULE OF THE SECURITY DEPOSITS HELD BY SELLER IN THE FORM OF A
LETTER OF CREDIT RATHER THAN CASH, AND SELLER SHALL ALSO PROVIDE BUYER WITH TRUE
AND COMPLETE COPIES OF ALL SUCH LETTERS OF CREDIT.
SELLER SHALL CAUSE SUCH
TRANSFERS TO BE FULLY EFFECTED (AT SELLER'S EXPENSE) AS SOON AFTER CLOSING AS
POSSIBLE, IT BEING UNDERSTOOD AND AGREED THAT SELLER SHALL EITHER CAUSE EACH
SUCH LETTER OF CREDIT TO BE AMENDED IN ORDER TO NAME BUYER AS THE BENEFICIARY
THEREUNDER OR TO CAUSE SUCH LETTER OF CREDIT TO BE REISSUED IN THE SAME FORM AND
SUBSTANCE EXCEPT TO NAME BUYER AS ITS SOLE BENEFICIARY.
PRIOR TO SUCH AMENDMENT
OR REISSUANCE OF EACH AND EVERY LETTER OF CREDIT CONSTITUTING A PORTION OF THE
SECURITY DEPOSITS, SELLER HEREBY COVENANTS AND AGREES THAT, FROM AND AFTER THE
CLOSING DATE, AND IF, AS AND WHEN BUYER ADVISES SELLER THAT BUYER DESIRES THAT
SELLER PRESENT AND DRAW UPON ANY SUCH LETTER OF CREDIT (GIVEN THAT SELLER,
RATHER THAN BUYER, IS ITS BENEFICIARY), SELLER SHALL PROMPTLY AND FULLY
COOPERATE WITH BUYER (BUT AT NO OUT-OF-POCKET EXPENSE TO SELLER) TO MAKE SUCH
PRESENTATION AND DRAW UPON ANY LETTER OF CREDIT REQUESTED BY BUYER AND TO
IMMEDIATELY DELIVER THE PROCEEDS THEREOF TO BUYER.
THE PROVISIONS OF THIS
SECTION 4.2.5 (REGARDING LETTERS OF CREDIT) SHALL SURVIVE THE CLOSING AND SHALL
NOT MERGE INTO ANY DOCUMENTATION DELIVERED AT CLOSING.
4.2.6
CC&RS; REAS; OWNERS ASSOCIATIONS; AND ASSESSMENTS.
IF ANY PROJECT IS LOCATED IN A BUSINESS PARK WHICH IS EITHER OR BOTH
(A) ENCUMBERED BY A DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
("CC&RS") OR A RECIPROCAL EASEMENT AGREEMENT ("REA"), OR SIMILAR DOCUMENT AND
(B) GOVERNED BY AN OWNERS ASSOCIATION, THEN:
(I) AT OR PRIOR TO CLOSING, SELLER
SHALL MAKE REASONABLE EFFORTS TO PROCURE FROM THE ASSOCIATION (OR THE DECLARANT
UNDER THE CC&RS OR REA, AS THE