HEREUNDER, AND
PURCHASER SHALL ACCEPT THE SHARES NOTWITHSTANDING THAT THE TRUST OR ITS
SUBSIDIARIES HAVE LIABILITY FOR ANY SUCH UNPAID CHARGES AND PURCHASER AND ITS
SUBSIDIARIES SHALL LOOK SOLELY TO THE TENANT RESPONSIBLE THEREFORE FOR THE
PAYMENT OF THE SAME. IF SELLER OR THE TRUST OR ITS SUBSIDIARIES SHALL HAVE PAID
ANY OF SUCH CHARGES ON BEHALF OF ANY TENANT, AND SHALL NOT HAVE BEEN REIMBURSED
THEREFORE BY THE TIME OF CLOSING, PURCHASER SHALL CREDIT TO SELLER AN AMOUNT
EQUAL TO ALL SUCH CHARGES SO PAID BY SELLER. SELLER SHALL RETAIN ALL AMOUNTS
RECEIVED PRIOR TO CLOSING FROM ANY TENANT WITH RESPECT TO PROPERTY TAXES AND
ASSESSMENTS, BUT SELLER SHALL CREDIT TO PURCHASER AT CLOSING AN AMOUNT EQUAL TO
ANY SUCH PAYMENTS WHICH ARE ATTRIBUTABLE TO THE PERIOD FROM AND AFTER CLOSING
CONSISTENT WITH THE METHOD SET FORTH IN SECTION 4.4.2(II).
(IV)
SELLER SHALL RECEIVE THE ENTIRE ADVANTAGE OF ANY DISCOUNTS FOR THE
PREPAYMENT OF ANY TAXES, WATER RATES OR SEWER RENTS.
(V)
AS TO GAS, ELECTRICITY AND OTHER UTILITY CHARGES REFERRED TO IN
SECTION 4.4.1(IV) ABOVE, SELLER MAY ON NOTICE TO PURCHASER ELECT TO PAY ONE OR
MORE OF ALL OF SAID ITEMS ACCRUED TO THE DATE HEREINABOVE FIXED FOR
APPORTIONMENT DIRECTLY TO THE PERSON OR ENTITY ENTITLED THERETO, AND TO THE
EXTENT SELLER SO ELECTS, SUCH ITEM SHALL NOT BE APPORTIONED HEREUNDER, AND
SELLER'S OBLIGATION TO PAY SUCH ITEM DIRECTLY IN SUCH CASE SHALL SURVIVE THE
CLOSING.
(VI)
THE PERSONAL PROPERTY IS INCLUDED IN THIS SALE, WITHOUT FURTHER
CHARGE. SELLER SHALL PAY ANY AND ALL SALES OR SIMILAR TAXES PAYABLE IN
CONNECTION WITH THE PERSONAL PROPERTY AND SELLER SHALL EXECUTE AND DELIVER ANY
TAX RETURNS REQUIRED OF IT IN CONNECTION THEREWITH, SAID OBLIGATIONS OF SELLER
TO SURVIVE CLOSING.
(VII)
UNPAID AND DELINQUENT RENT AS OF THE CLOSING SHALL NOT BE
PRORATED, BUT IF AND WHEN COLLECTED BY SELLER OR PURCHASER (OR RIVERSIDE LLC)
AFTER CLOSING SHALL BE DELIVERED AS FOLLOWS:
(A) IF SELLER COLLECTS ANY UNPAID
OR DELINQUENT RENT FOR THE PROPERTY, SELLER SHALL, WITHIN FIFTEEN (15) DAYS
AFTER THE RECEIPT THEREOF, DELIVER TO PURCHASER ANY SUCH RENT WHICH PURCHASER IS
ENTITLED TO HEREUNDER RELATING TO THE DATE OF CLOSING AND ANY PERIOD THEREAFTER,
AND (B) IF PURCHASER OR THE TRUST OR ITS SUBSIDIARIES COLLECTS ANY UNPAID OR
DELINQUENT RENT FROM THE PROPERTY, PURCHASER SHALL, WITHIN FIFTEEN (15) DAYS
AFTER THE RECEIPT THEREOF, DELIVER TO SELLER ANY SUCH RENT WHICH SELLER OR THE
TRUST OR ITS SUBSIDIARIES IS ENTITLED TO HEREUNDER RELATING TO THE PERIOD PRIOR
TO THE DATE OF CLOSING. SELLER
15
AND PURCHASER AGREE THAT (Y) ALL RENT RECEIVED BY ANY PARTY WITHIN THE FIRST
THIRTY (30) DAY PERIOD AFTER THE DATE OF CLOSING SHALL BE APPLIED FIRST TO
DELINQUENT RENTS OWED WITH RESPECT TO PRE-CLOSING PERIODS, THEN TO RENTS DUE IN
THE MONTH OF CLOSING, AND THEN TO DELINQUENT RENTS OWED WITH RESPECT TO
POST-CLOSING PERIODS, AND (Z) ALL RENT RECEIVED BY ANY PARTY AFTER THE FIRST
THIRTY (30) DAY PERIOD AFTER THE DATE