(D)
SERVICE CONTRACTS.
WITH RESPECT TO EACH SERVICE CONTRACT, AT THE
CLOSING (I) SELLER SHALL PAY TO PURCHASER THE AMOUNT OF ACCRUED AND UNPAID
CHARGES FOR SERVICES RENDERED BEFORE THE CLOSING PRORATED ON A PER DIEM BASIS,
AND (II) PURCHASER SHALL PAY TO SELLER THE AMOUNT OF PREPAID CHARGES FOR
SERVICES RENDERED ON AND AFTER THE CLOSING PRORATED ON A PER DIEM BASIS.
(E)
TENANT SECURITY DEPOSITS.
PURCHASER SHALL RECEIVE A CREDIT AT
CLOSING IN AN AMOUNT EQUAL TO THE TOTAL AMOUNT OF CASH SECURITY DEPOSITS HELD BY
SELLER PURSUANT TO THE LEASES AS SET FORTH ON EXHIBITS Q-1 THROUGH Q-3,
INCLUSIVE, (OR SUCH LESSER AMOUNTS SET FORTH IN TENANT ESTOPPEL CERTIFICATES
EXECUTED AND DELIVERED BY TENANTS TO SELLER), LESS PORTIONS THEREOF WHICH WERE
APPLIED BY SELLER AFTER THE DATE OF THIS AGREEMENT PURSUANT TO THE TERMS OF THE
LEASES TO CURE DEFAULTS BY TENANTS UNDER THE LEASES (IT BEING AGREED THAT
15
SELLER SHALL NOT HAVE THE RIGHT TO SO APPLY SECURITY DEPOSITS WITHOUT THE PRIOR
WRITTEN APPROVAL OF PURCHASER, WHICH APPROVAL SHALL NOT BE UNREASONABLY
WITHHELD).
SELLER WILL ASSIGN TO PURCHASER AT THE CLOSING ALL OF ITS RIGHTS,
TITLE AND INTERESTS IN ANY LETTERS OF CREDIT, GUARANTIES OR OTHER SIMILAR FORMS
OF NON-CASH SECURITY DEPOSITS UNDER THE LEASES.
SELLER AGREES TO ASSIST
PURCHASER, AT NO COST TO SELLER, IN CAUSING THE TRANSFER OR RE-ISSUANCE OF ANY
LETTERS OF CREDIT, GUARANTY, OR OTHER NON-CASH SECURITY DEPOSITS FROM THE
APPLICABLE TENANT TO PURCHASER.
(F)
TAX/EXPENSE RECONCILIATION.
SELLER AND PURCHASER ACKNOWLEDGE
THAT ALL OR A PORTION OF THE LEASES PROVIDE FOR A RECONCILIATION AFTER THE END
OF CALENDAR YEAR 2007 BETWEEN THE FINAL AMOUNTS OF REAL ESTATE TAX OR OPERATING
EXPENSES PAYABLE AND PAID BY THE TENANTS ON ACCOUNT OF CALENDAR YEAR 2007.
IF,
AS A RESULT OF ANY SUCH RECONCILIATIONS, THE TENANTS OWE MONEY TO THE LANDLORD,
THEN PURCHASER SHALL PAY TO SELLER (PROMPTLY AFTER RECEIPT FROM THE TENANTS), A
PRO RATA SHARE THEREOF DETERMINED ON A PER DIEM BASIS FOR THE NUMBER OF DAYS
DURING CALENDAR YEAR 2007 BEFORE THE DATE OF THE CLOSING.
IF, AS A RESULT OF
ANY SUCH RECONCILIATIONS, THE LANDLORD OWES MONEY TO THE TENANTS, THEN SELLER
SHALL PAY TO PURCHASER (PROMPTLY AFTER SUCH AMOUNTS HAVE BEEN FINALLY
DETERMINED), A PRO RATA SHARE THEREOF DETERMINED ON A PER DIEM BASIS FOR THE
NUMBER OF DAYS DURING CALENDAR YEAR 2007 BEFORE THE DATE OF THE CLOSING.
(G)
NEW LEASE COSTS.
PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT,
UPON THE OCCURRENCE OF CLOSING, IT SHALL BE SOLELY RESPONSIBLE FOR PAYMENT OF
ANY AND ALL TENANT IMPROVEMENT ALLOWANCES, FREE RENT, LEASING COMMISSIONS,
REASONABLE LEGAL FEES OR OTHER SUMS INCURRED BY OR ON BEHALF OF SELLER ON
ACCOUNT OF OR IN CONNECTION WITH ANY NEW LEASE OR NEW COMMISSION AGREEMENT
ENTERED INTO BY SELLER ON OR AFTER JUNE 14, 2007 THROUGH THE CLOSING DATE
(COLLECTIVELY, "NEW LEASE COSTS"), REGARDLESS OF WHEN SAID AMOUNTS ARE DUE AND
PAYABLE, PROVIDED THAT, IF ENTERED INTO ON OR AFTER THE EFFECTIVE DATE, THE