AMENDED AND ASSIGNED, THE "RSUI
LEASE").
UPON THE GRANTING OF SUCH CREDIT TO BUYER AT THE CLOSING, SELLER SHALL
BE RELEASED OF ANY OBLIGATION TO PAY SUCH TENANT IMPROVEMENT ALLOWANCE TO RSUI
AND BUYER SHALL INDEMNIFY AND HOLD SELLER HARMLESS AGAINST ANY CLAIM BY RSUI FOR
SUCH TENANT IMPROVEMENT ALLOWANCE (INCLUDING ATTORNEYS' FEES).
BUYER SHALL BE
LIABLE FOR THE PAYMENT OF ANY LEASING COMMISSION OWED TO A THIRD-PARTY BROKER
AND ANY TENANT IMPROVEMENT ALLOWANCE OWED TO RSUI, AS THE CASE MAY BE, IF RSUI
EXERCISES THE EXPANSION OPTION (AS DEFINED IN THE RSUI LEASE), AND BUYER SHALL
INDEMNIFY AND HOLD SELLER HARMLESS AGAINST ANY CLAIM BY RSUI OR ANY THIRD-PARTY
BROKER FOR ANY SUCH LEASING COMMISSION OR TENANT IMPROVEMENT ALLOWANCE
(INCLUDING ATTORNEYS' FEES). THIS SECTION 7.1.2 SHALL SURVIVE THE CLOSING.
7.1.3
TAXES.
REAL PROPERTY TAX REFUNDS AND CREDITS RECEIVED AFTER THE
CLOSING WHICH ARE ATTRIBUTABLE TO A FISCAL TAX YEAR PRIOR TO THE CLOSING SHALL
BELONG TO SELLER.
ANY SUCH REFUNDS AND CREDITS ATTRIBUTABLE TO THE FISCAL TAX
YEAR
12
DURING WHICH THE CLOSING OCCURS SHALL BE APPORTIONED BETWEEN SELLER AND BUYER
AFTER DEDUCTING THE REASONABLE OUT-OF-POCKET EXPENSES OF COLLECTION THEREOF.
THIS APPORTIONMENT OBLIGATION SHALL SURVIVE THE CLOSING.
7.1.4
SECURITY AND OTHER DEPOSITS.
AT THE CLOSING, SELLER SHALL DELIVER
TO BUYER ALL UNAPPLIED REFUNDABLE SECURITY DEPOSITS (PLUS INTEREST ACCRUED
THEREON TO THE EXTENT REQUIRED TO BE PAID BY THE APPLICABLE LEASE OR APPLICABLE
LAW) REQUIRED TO BE HELD BY SELLER UNDER THE LEASES AND BUYER SHALL PAY SELLER
AN AMOUNT EQUAL TO ALL UTILITY AND CONTRACT DEPOSITS THEN HELD BY THIRD PARTIES
WITH RESPECT TO THE PROPERTY.
ANY SUCH SECURITY DEPOSITS IN FORM OTHER THAN
CASH (INCLUDING LETTERS OF CREDIT OR SECURITY INTERESTS IN SECURITY DEPOSIT
ESCROWS) SHALL BE TRANSFERRED TO BUYER BY WAY OF APPROPRIATE INSTRUMENT OF
TRANSFER OR ASSIGNMENT.
7.1.5
DELINQUENT RENTALS; OTHER TENANT PAYMENTS.
DELINQUENT TENANT
PAYMENTS, IF ANY, SHALL NOT BE PRORATED AND ALL RIGHTS THERETO SHALL BE RETAINED
BY SELLER, WHO RESERVES THE RIGHT TO COLLECT AND RETAIN SUCH DELINQUENT TENANT
PAYMENTS, AND BUYER AGREES TO COOPERATE WITH SELLER IN SELLER'S EFFORTS TO
COLLECT SUCH TENANT PAYMENTS, INCLUDING, IF NECESSARY, JOINING IN ANY LEGAL
ACTION INSTITUTED BY SELLER.
IF AT ANY TIME AFTER THE CLOSING, BUYER SHALL
RECEIVE ANY SUCH DELINQUENT TENANT PAYMENTS (ALL OF WHICH BUYER SHALL USE ITS
BEST EFFORTS TO OBTAIN), BUYER SHALL IMMEDIATELY REMIT SUCH TENANT PAYMENTS TO
SELLER, PROVIDED THAT ANY MONIES RECEIVED BY BUYER FROM A DELINQUENT TENANT
SHALL BE APPLIED FIRST TO CURRENT RENTS THEN DUE AND PAYABLE AND THEN TO
DELINQUENT RENTS IN THE INVERSE ORDER IN WHICH THEY BECAME DUE AND PAYABLE.
THE
PREVIOUS SENTENCE SHALL SURVIVE THE CLOSING.
IF THE TENANT PAYMENTS REQUIRED TO
BE MADE BY ANY TENANTS INCLUDE PERCENTAGE RENT, ADDITIONAL RENT OR ESCALATION
CHARGES OR REIMBURSEMENTS FOR REAL PROPERTY TAXES, OPERATING EXPENSES OR OTHER
CHARGES, SELLER AND BUYER SHALL AT THE CLOSING REASONABLY ESTIMATE THE UNPAID
AMOUNT THEREOF ATTRIBUTABLE TO ANY PERIOD PRIOR TO THE CLOSING AND BUYER SHALL
PAY SUCH