TO THE
EXTENT OF THIRD PARTY EXPENSES INCURRED BY EITHER PARTY IN PROTESTING AND
OBTAINING SUCH TAX REFUND, (B) SECOND, TO BUYER TO THE EXTENT THAT SUCH TAX
REFUND IS REQUIRED TO BE PAID TO (OR CREDITED AGAINST OTHER AMOUNTS PAYABLE BY)
THE TENANTS UNDER THE LEASES, AND (C) THIRD, (X) TO SELLER IF SUCH TAX REFUND IS
FOR ANY PERIOD WHICH ENDS BEFORE THE CLOSING DATE, (Y) TO BUYER IF SUCH TAX
REFUND IS FOR ANY TAX PERIOD WHICH COMMENCES AFTER THE CLOSING, AND (Z) WITH
RESPECT TO ANY TAX REFUND THAT APPLIES TO A PERIOD OF TIME THAT ELAPSES PRIOR
TO, INCLUSIVE OF, AND SUBSEQUENT TO, THE CLOSING DATE, TO SELLER AND BUYER,
PRORATED ON A PER DIEM BASIS.
IF SELLER OR BUYER RECEIVES ANY TAX REFUND, THEN
EACH SHALL RETAIN OR PAY SUCH AMOUNTS (OR PORTIONS THEREOF) IN ORDER THAT SUCH
PAYMENTS ARE APPLIED IN THE MANNER SET FORTH IN THIS SUBSECTION.
BUYER HEREBY
AGREES TO EXECUTE ALL CONSENTS, RECEIPTS, INSTRUMENTS AND DOCUMENTS WHICH MAY
REASONABLY BE REQUESTED IN ORDER TO FACILITATE SETTLING ANY TAX APPEAL
PROCEEDING COMMENCED BY SELLER PRIOR TO THE CLOSING DATE AND COLLECTING THE
AMOUNT OF ANY TAX REFUND, PROVIDED THAT NO LIABILITY OR OBLIGATION IS IMPOSED ON
BUYER IN CONNECTION WITH, OR AS A RESULT OF, THE EXECUTION AND DELIVERY OF SUCH
DOCUMENTS.
PRIOR TO THE INSPECTION DATE, AS PART OF THE SELLER DELIVERIES,
SELLER SHALL DELIVER TO BUYER A SCHEDULE OF ANY AND ALL TAX APPEAL PROCEEDINGS,
PROTESTS OR CONTESTS THAT SELLER HAS FILED (OR THAT HAVE BEEN FILED ON BEHALF OF
SELLER) AND THAT MAY RESULT IN THE ISSUANCE OF A TAX REFUND.
THE PROVISIONS OF
THIS 4.2.2(III) SHALL SURVIVE THE CLOSING AND SHALL NOT MERGE INTO ANY
DOCUMENTATION DELIVERED AT CLOSING.
(IV)
INSTALLMENTS.
SELLER'S PRORATED PORTION OF
ANY SPECIAL ASSESSMENTS SHALL BE DETERMINED ASSUMING PAYMENT OVER THE LONGEST
PERIOD OF TIME (WITHOUT IMPOSITION OF INTEREST OR PENALTY) PERMITTED BY THE
APPLICABLE TAXING AUTHORITIES.
4.2.3
UTILITIES.
PRIOR TO THE CLOSING, BUYER SHALL
NOTIFY EACH OF THE UTILITY COMPANIES WHICH PROVIDE SERVICES TO THE PROPERTY OF
THE SCHEDULED TRANSFER OF THE PROPERTY ON THE CLOSING, AND SHALL MAKE
APPROPRIATE ARRANGEMENTS WITH THE UTILITY COMPANIES TO BILL SELLER FOR SERVICES
PROVIDED BEFORE THE CLOSING, AND TO BILL BUYER FOR SERVICES PROVIDED FROM AND
AFTER THE CLOSING.
IF, DESPITE BUYER'S REASONABLE EFFORTS, SUCH ARRANGEMENTS
CANNOT BE MADE AS OF THE CLOSING, THEN SELLER AND BUYER SHALL MUTUALLY AND
REASONABLY COOPERATE WITH ONE ANOTHER TO MAKE THE APPROPRIATE ARRANGEMENTS
PROMPTLY AFTER THE CLOSING, AND PROMPTLY AFTER SUCH ARRANGEMENTS ARE MADE, AND
FINAL UTILITY BILLS ARE ISSUED, BUYER SHALL PAY TO SELLER AN AMOUNT EQUAL TO THE
COST OF THE SERVICES THAT WERE BILLED TO SELLER FOR THE PERIOD FROM AND AFTER
CLOSING, AND SELLER SHALL PAY THE SAME TO THE APPROPRIATE UTILITY COMPANY.
THE
PROVISIONS OF THIS SECTION 4.2.3 SHALL SURVIVE THE CLOSING.
4.2.4
SERVICE CONTRACTS.
AT THE CLOSING AND WITH RESPECT
TO THOSE OF THE SERVICE CONTRACTS THAT SHALL BE ASSIGNED TO BUYER