IF ANY TAX APPEAL OR CERTIORARI PROCEEDINGS
SHALL NOT HAVE BEEN FINALLY RESOLVED OR SETTLED PRIOR TO THE CLOSING AND SHALL
RELATE TO THE YEAR 2008 OR A PRIOR YEAR, SELLER, AT ITS SOLE COST AND EXPENSE,
SHALL BE ENTITLED TO CONTROL THE DISPOSITION OF ANY SUCH TAX APPEAL OR
CERTIORARI PROCEEDING AND SHALL BE ENTITLED TO ANY REFUNDS RECEIVED THEREFROM.
WITH RESPECT TO THE 2009 TAX YEAR, PURCHASER SHALL BE ENTITLED TO CONTROL ANY
TAX PROTEST AND ANY REFUNDS RECEIVED THEREFROM, NET OF ANY EXPENSES INCURRED BY
PURCHASER IN CONNECTION THEREWITH, SHALL BE PRORATED BETWEEN THE PARTIES ON THE
BASIS OF THE PORTIONS ACCRUING TO PERIODS BEFORE AND AFTER THE CLOSING.
(C)
PAYMENT OF ROLLBACK TAXES THAT ARE THE
RESULT OF THE CHANGE OF PURCHASER'S USE OF THE PROPERTY AFTER CLOSING THAT
RESULT IN THE ASSESSMENT OF ADDITIONAL TAXES, PENALTIES OR INTEREST (ASSESSMENT)
FOR PERIODS BEFORE CLOSING SHALL BE THE RESPONSIBILITY OF PURCHASER
7.1.4
SECURITY AND OTHER DEPOSITS.
AT THE CLOSING, SELLER
SHALL DELIVER TO PURCHASER ALL UNAPPLIED REFUNDABLE SECURITY AND PET DEPOSITS
(PLUS INTEREST ACCRUED THEREON TO THE EXTENT REQUIRED TO BE PAID BY THE
APPLICABLE LEASES OR APPLICABLE LAWS) REQUIRED TO BE HELD BY SELLER UNDER THE
LEASES AND PURCHASER SHALL PAY SELLER AN AMOUNT EQUAL TO ALL UTILITY AND
CONTRACT DEPOSITS THEN HELD BY THIRD PARTIES WITH RESPECT TO THE PROPERTY AND
TRANSFERRED TO PURCHASER HEREUNDER.
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7.1.5
ADJUSTMENTS.
(A)
WITH RESPECT TO DELINQUENT RENTALS AND ANY
OTHER RENTALS NOT COLLECTED AS OF THE CLOSING (AND THUS NOT PRORATED AS OF
CLOSING), PURCHASER SHALL MAKE A COMMERCIALLY REASONABLE AND CUSTOMARY ATTEMPT
TO COLLECT THE SAME FOR SELLER'S BENEFIT AFTER THE CLOSING AND SUCH COLLECTION,
IF ANY, SHALL BE REMITTED TO SELLER PROMPTLY UPON RECEIPT BY PURCHASER. NOTHING
CONTAINED HEREIN SHALL OPERATE TO REQUIRE PURCHASER TO INSTITUTE ANY LAWSUIT OR
OTHER LEGAL COLLECTION PROCEDURE TO COLLECT SUCH DELINQUENT RENTALS. PURCHASER
AND SELLER AGREE THAT ANY SUMS RECEIVED BY PURCHASER FROM ANY TENANTS AFTER
CLOSING SHALL BE APPLIED (I) FIRST TO RENTALS DUE FOR THE MONTH DURING WHICH THE
CLOSING OCCURS (AND SAID RENTALS SHALL BE ALLOCATED BETWEEN SELLER AND PURCHASER
AS IF SAME HAD BEEN PRORATED AT CLOSING, WITH THE AMOUNT DUE SELLER TO BE PAID
TO SELLER PROMPTLY UPON RECEIPT BY PURCHASER), (II) SECOND, TO CURRENT RENTALS
DUE AFTER THE MONTH IN WHICH THE CLOSING OCCURS, (III) THIRD, TO DELINQUENT
RENTALS OWED WITH RESPECT TO THE PERIOD AFTER THE MONTH IN WHICH THE CLOSING
OCCURS, AND (IV) FOURTH, TO DELINQUENT RENTALS OWED WITH RESPECT TO THE PERIOD
PRIOR TO CLOSING, REGARDLESS OF THE DESIGNATION OF SUCH SUMS BY THE TENANT. IN
ADDITION TO PURCHASER'S AGREEMENT SET FORTH ABOVE TO PURSUE DELINQUENT RENTS FOR
THE BENEFIT OF SELLER, SELLER SHALL HAVE THE RIGHT TO PURSUE COLLECTION OF
DELINQUENT RENTS, BUT SELLER AGREES THAT IT WILL INITIATE NO SUIT OR LEGAL
PROCEEDING TO COLLECT DELINQUENT RENTS FROM A TENANT SO LONG AS THEY REMAIN A
TENANT OF THE PROPERTY.
(B)
SELLER SHALL RECEIVE A CREDIT FOR THE