ON AND
AFTER THE CLOSING DATE.
IF SUCH ARRANGEMENTS CANNOT, OR ARE NOT, MADE AS OF THE
CLOSING, THEN PURCHASER SHALL MAKE THE APPROPRIATE ARRANGEMENTS PROMPTLY AFTER
CLOSING, AND PROMPTLY AFTER SUCH ARRANGEMENTS ARE MADE, PURCHASER SHALL PAY TO
SELLER AN AMOUNT EQUAL TO THE COST OF THE SERVICES THAT WERE BILLED TO SELLER,
FOR THE PERIOD FROM AND AFTER CLOSING, AND SELLER SHALL PAY THE SAME TO THE
APPROPRIATE UTILITY COMPANY.
SELLER WILL NOT ASSIGN, AND WILL SEEK THE RETURN
OF, ANY DEPOSITS OR OTHER FORMS OF SECURITY HELD BY THE UTILITY COMPANIES IN
CONNECTION WITH SUCH SERVICES.
(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 EXHIBIT Q (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 AND PRIOR TO THE TERMINATION DATE PURSUANT TO THE TERMS OF THE
LEASES TO CURE DEFAULTS BY TENANTS UNDER THE LEASES (IT BEING AGREED THAT AFTER
THE TERMINATION DATE, 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.
13
(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 2006 BETWEEN THE FINAL AMOUNTS OF REAL ESTATE TAX OR OPERATING
EXPENSES PAYABLE AND PAID BY THE TENANTS ON ACCOUNT OF CALENDAR YEAR 2006.
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 2006 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 2006 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