BUYER AND SELLERS PURSUANT TO THIS ARTICLE VI
REMAINS SUBJECT TO APPORTIONMENT OR ADJUSTMENT, BUYER WILL PROVIDE SELLERS WITH
A MONTHLY REPORT OF PAYMENTS RECEIVED AND AMOUNTS PAID BY BUYER WITH RESPECT TO
THE APPLICABLE TENANTS AND CATEGORIES OF REVENUE AND EXPENSE. BUYER SHALL NOT
MODIFY OR AMEND ANY LEASE IN A MANNER THAT WILL DECREASE THE AMOUNT PAYABLE TO
SELLERS PURSUANT TO THIS ARTICLE VI.
SECTION 6.6.
SECURITY DEPOSITS. ALL REFUNDABLE SECURITY DEPOSITS UNDER LEASES
NOT THERETOFORE APPLIED ON OR PRIOR TO THE CLOSING DATE BY SELLERS AS LANDLORD
IN ACCORDANCE WITH THE TERMS OF AN APPLICABLE LEASE, WITH INTEREST THEREON TO
THE EXTENT ANY INTEREST IS REQUIRED TO BE PAID TO SUCH TENANTS SHALL BE
DELIVERED BY SELLERS TO BUYER OR SELLERS MAY ELECT TO GIVE BUYER A CREDIT
AGAINST THE PURCHASE PRICE IN THE AMOUNT OF SUCH SECURITY DEPOSITS. SELLERS
SHALL NOT APPLY SECURITY DEPOSITS FOR ANY TENANTS THAT ARE IN DEFAULT OF THEIR
LEASES FROM AND AFTER THE EFFECTIVE DATE UNTIL CLOSING, WITHOUT THE CONSENT OF
BUYER, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED.
SELLERS SHALL REASONABLY COOPERATE, AT NO COST TO SELLER, WITH BUYER'S EFFORTS
TO CAUSE ANY SECURITY DEPOSITS IN THE FORM OF A LETTER OF CREDIT TO BE ASSIGNED
TO BUYER AT CLOSING, INCLUDING EXECUTING ANY TRANSFER REQUESTS. PRIOR TO THE
TRANSFER OF ANY SUCH LETTERS OF CREDIT TO BUYER, SELLERS SHALL COOPERATE WITH
BUYER AND TAKE ANY ACTION REQUIRED BY BUYER RELATED TO THE LETTERS OF CREDIT
(INCLUDING EXECUTING ANY DRAW REQUESTS), PROVIDED THAT BUYER SHALL INDEMNIFY
SELLERS AGAINST ANY DAMAGES SELLERS MIGHT SUFFER AS A RESULT OF FOLLOWING
BUYER'S INSTRUCTIONS.
SECTION 6.7.
CAPITAL EXPENSES. EXCEPT FOR THE CAPITAL EXPENSES FOR THE PROJECTS
IDENTIFIED ON EXHIBIT N ATTACHED HERETO, IF ANY, ALL CAPITAL EXPENSES INCURRED
BY SELLERS APPROVED BY BUYER IN ACCORDANCE WITH ARTICLE XV HEREOF WITH RESPECT
TO THE PROPERTIES BETWEEN THE EFFECTIVE DATE AND THE CLOSING DATE THAT ARE TO BE
DEPRECIATED UNDER GENERALLY ACCEPTED ACCOUNTING PRINCIPLES OVER A USEFUL LIFE
WHICH EXTENDS BEYOND THE CLOSING DATE SHALL BE APPORTIONED BETWEEN BUYER AND
SELLERS BASED UPON THE PORTION OF THE USEFUL LIFE OF SUCH ASSETS AS SO
DETERMINED PRIOR TO AND FROM AND AFTER THE CLOSING DATE. TO THE EXTENT SELLERS
RECOVER ANY SUCH CAPITAL EXPENDITURES FROM TENANTS PRIOR TO
23
THE CLOSING DATE, THE SAME SHALL BE APPORTIONED IN THE SAME MANNER AS SET FORTH
ABOVE. AT CLOSING, SELLERS SHALL PROVIDE BUYER WITH ALL LIEN WAIVERS RECEIVED
PRIOR TO CLOSING WITH RESPECT TO WORK PAID FOR PRIOR TO CLOSING FOR THE PROJECTS
DESCRIBED ON EXHIBIT N HERETO.
SECTION 6.8.
TIMING. THE PARTIES FURTHER AGREE TO MEET THREE (3) BUSINESS DAYS
PRIOR TO THE CLOSING DATE TO AGREE UPON THE APPORTIONMENTS IN ACCORDANCE WITH
THE TERMS HEREOF.
SECTION 6.9.
SURVIVAL. THE PROVISIONS OF THIS ARTICLE VI SHALL SURVIVE THE
CLOSING UNTIL THE SURVIVAL DATE SET FORTH IN SECTION 24.9(A) HEREOF.
ARTICLE VII.
CONDITIONS TO CLOSING AND THE CLOSING.
SECTION 7.1.
CONDITIONS TO SELLERS' OBLIGATION TO SELL.