TO COLLECT ALL UNPAID RENTS FOR ANY PERIOD PRIOR TO THE CLOSING DATE,
PROVIDED THAT PURCHASER SHALL HAVE NO OBLIGATION TO INSTITUTE LITIGATION OR
TERMINATE ANY LEASES (OTHER THAN THE GSA LEASE) IN CONNECTION WITH ANY SUCH
COLLECTIONS. WITHOUT LIMITATION OF THE FOREGOING, SELLER HEREBY RESERVES THE
RIGHT TO COLLECT DELINQUENT RENTS (DEFINED BELOW) AFTER THE CLOSING, INCLUDING
THE RIGHT TO FILE AN ACTION FOR COLLECTION (PROVIDED THAT, IN CONNECTION
THEREWITH, SELLER SHALL NOT TERMINATE ANY OF THE LEASES OR DISTURB THE TENANTS'
POSSESSORY RIGHTS THEREUNDER).
IF WITH RESPECT TO A PARTICULAR LEASE (OTHER
THAN THE GSA LEASE) THERE ARE, AS OF THE CLOSING, UNPAID RENTS FOR THE CLOSING
MONTH OR ANY PERIOD PRIOR TO THE CLOSING MONTH (COLLECTIVELY WITH RESPECT TO
SUCH LEASE, "DELINQUENT RENTS"), THEN UNTIL ALL OF SUCH DELINQUENT RENTS ARE
PAID IN FULL, EACH PAYMENT OF RENTS RECEIVED BY SELLER OR PURCHASER WITH RESPECT
TO SUCH LEASE SHALL BE APPLIED (A) FIRST, TO DELINQUENT RENTS PAYABLE FOR THE
CLOSING MONTH, IF ANY, (B) SECOND, TO RENTS PAYABLE FOR ANY PERIOD AFTER THE
CLOSING MONTH, AND (C) THIRD, THE DELINQUENT RENTS PAYABLE PRIOR TO THE CLOSING
MONTH.
WITH RESPECT TO EACH PARTICULAR LEASE (OTHER THAN THE GSA LEASE), AS
LONG AS THERE ARE DELINQUENT RENTS WITH RESPECT TO SUCH LEASE, IF SELLER OR
PURCHASER RECEIVES ANY PAYMENT OF RENTS WITH RESPECT TO SUCH LEASE AFTER THE
CLOSING, THEN EACH SHALL RETAIN OR PAY
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SUCH AMOUNTS (OR PORTIONS THEREOF) IN ORDER THAT SUCH PAYMENTS ARE APPLIED IN
THE MANNER SET FORTH IN THIS SUBSECTION (II), PROVIDED THAT ANY AMOUNTS APPLIED
UNDER SUBSECTION (A) SHALL BE PRORATED WITH RESPECT TO PURCHASER FOR THE NUMBER
OF DAYS DURING THE CLOSING MONTH FROM, INCLUDING AND AFTER THE CLOSING DATE, AND
WITH RESPECT TO SELLER FOR THE NUMBER OF DAYS DURING THE CLOSING MONTH BEFORE
THE CLOSING DATE.
(B)
REAL ESTATE TAXES.
(I)
DELINQUENT TAXES.
SELLER SHALL PAY TO THE APPLICABLE TAX
AUTHORITIES AT OR PRIOR TO THE CLOSING ALL REAL ESTATE TAXES WITH RESPECT TO THE
REAL PROPERTY ("TAXES") WHICH ARE DUE AND PAYABLE AS OF THE CLOSING, (INCLUDING,
WITHOUT LIMITATION, SUCH TAXES FOR THE 2006 CALENDAR YEAR).
(II)
PREPAID TAXES.
IF ANY PORTION OF THE TAXES PAID BY SELLER WITH
RESPECT TO THE REAL PROPERTY AT OR PRIOR TO THE CLOSING IS FOR A TAX FISCAL
PERIOD ("TAX PERIOD") WHICH INCLUDES THE PERIOD FROM, INCLUDING OR AFTER THE
CLOSING, PURCHASER SHALL PAY TO SELLER AT THE CLOSING THE AMOUNT OF THE TAXES
PAID FOR SUCH TAX PERIOD PRORATED FOR THE NUMBER OF DAYS, FROM, INCLUDING AND
AFTER THE CLOSING THROUGH THE END OF SUCH TAX PERIOD.
(III)
ACCRUED TAXES.
IF ANY TAXES HAVE NOT BEEN PAID WITH RESPECT TO
THE REAL PROPERTY FOR A PARTICULAR TAX PERIOD WHICH INCLUDES A PERIOD BEFORE THE
CLOSING, THEN SELLER SHALL PAY TO PURCHASER AT THE CLOSING AN AMOUNT EQUAL TO
THE TAXES WHICH WOULD BE PAYABLE FOR SUCH TAX PERIOD ASSUMING THE MILLAGE OR TAX
RATE USED TO DETERMINE THE MOST