BILLED AFTER THE
CLOSING DATE, BUT WHICH ARE ATTRIBUTABLE TO PERIODS PRIOR TO
78
THE CLOSING DATE.
THE PURCHASER SHALL PAY ALL PROPERTY EXPENSES WHICH ARE
INCURRED OR WHICH ACCRUE ON OR AFTER THE CLOSING DATE.
BY THE CLOSING, THE
SELLERS SHALL ESTIMATE WHETHER THE ACTUAL PROPERTY EXPENSES (WHICH SHALL
INCLUDE, WITHOUT LIMITATION, ALL ADMINISTRATIVE FEES PERMITTED UNDER THE LEASES)
FOR CALENDAR YEAR 2007 THROUGH THE CLOSING DATE (COLLECTIVELY, THE "ESTIMATED
EXPENSES") EXCEED OR ARE LESS THAN THE CAM AND REAL ESTATE TAX PAYMENTS THAT
WERE MADE BY TENANTS WITH RESPECT THERETO; IT BEING ACKNOWLEDGED AND AGREED THAT
THE SELLERS SHALL BE RESPONSIBLE FOR THE FOLLOWING COSTS (COLLECTIVELY, THE
"SELLERS' SHARE OF THE PROPERTY EXPENSES"): (I) THE PROPERTY EXPENSES
ATTRIBUTABLE OR ALLOCABLE TO ANY VACANT SPACE IDENTIFIED ON EXHIBIT HH ATTACHED
HERETO (THE "VACANT SPACE"), (II) THE PROPERTY EXPENSES PAYABLE BY THE LANDLORDS
UNDER THE LEASES IDENTIFIED ON EXHIBIT II ATTACHED HERETO (COLLECTIVELY, THE
"GROSS LEASES"), (III) ANY PORTION OF ANY OUTSTANDING BETTERMENTS ALLOCABLE TO
ANY PERIOD PRIOR TO THE CLOSING DATE THAT ARE NOT PAYABLE BY TENANTS AND (IV)
ANY OF THE SELLERS' UTILITIES THAT ARE NOT PAYABLE BY TENANTS UNDER THE LEASES.
IN THE EVENT THAT THE ESTIMATED EXPENSES MINUS THE SELLERS' SHARE OF THE
PROPERTY EXPENSES EXCEEDS THE CAM AND REAL ESTATE TAX PAYMENTS MADE BY THE
TENANTS, THE SELLERS SHALL RECEIVE A TENTATIVE CREDIT TO THE PURCHASE PRICE AT
THE CLOSING IN AN AMOUNT EQUAL TO SUCH EXCESS.
IF THE ESTIMATED EXPENSES ARE
LESS THAN THE SUM OF THE CAM AND REAL ESTATE TAX PAYMENTS MADE BY THE TENANTS
PLUS THE SELLERS' SHARE OF THE PROPERTY EXPENSES, THE PURCHASER SHALL RECEIVE A
TENTATIVE CREDIT IN THE AMOUNT OF THE SHORTFALL AT CLOSING.
THE SELLERS SHALL
PROVIDE THE PURCHASER WITH ALL BACK-UP INFORMATION NECESSARY TO DETERMINE THE
ESTIMATED EXPENSES.
(V)
ANY UNCOLLECTED MINIMUM RENT PAYABLE FOR ANY PERIOD PRIOR TO THE
CLOSING DATE THAT IS COLLECTED BY THE PURCHASER AFTER THE CLOSING DATE SHALL BE
PROMPTLY REMITTED BY THE PURCHASER TO THE SELLERS (AND IN NO EVENT LATER THAN
THIRTY (30) DAYS AFTER RECEIPT THEREOF BY THE PURCHASER IN ACCORDANCE WITH THE
TERMS AND CONDITIONS OF SECTION 8.4(C)(I) OR 8.4(C)(VII) AS APPLICABLE).
FROM
AND AFTER THE CONSUMMATION OF THE CLOSING UNTIL DECEMBER 1, 2007, THE PURCHASER
SHALL INCLUDE THE AMOUNT OF SUCH MINIMUM RENT IN THE BILLS THEREAFTER SUBMITTED
TO THE TENANTS OWING SUCH DELINQUENT AMOUNTS.
THE PURCHASER SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO COLLECT DELINQUENT MINIMUM RENT, PROVIDED,
HOWEVER, THE PURCHASER SHALL NOT BE OBLIGATED TO INCUR ANY EXPENSE IN CONNECTION
WITH SUCH COLLECTIONS AND SHALL HAVE NO LIABILITY TO THE SELLERS FOR ANY FAILURE
TO COLLECT ANY RENT DUE WITH RESPECT TO ANY PERIOD PRIOR TO THE CLOSING DATE.
THE PURCHASER SHALL NOT BE OBLIGATED TO COMMENCE A LAWSUIT TO COLLECT ANY SUCH
SUMS OR TO EVICT ANY TENANT FOR THE FAILURE TO PAY ANY SUCH SUMS.
IN NO EVENT
SHALL THE SELLERS HAVE ANY RIGHT TO TAKE ANY ACTION TO COLLECT ANY DELINQUENT