ANY MONIES RECEIVED ON ACCOUNT OF SUCH PAST DUE EXPENSES AND/OR
TAXES FOR SELLER AND TO PAY SAME PROMPTLY TO SELLER AS AFORESAID.
THE
PROVISIONS OF THIS SUBSECTION 8.1.3(B) SHALL SURVIVE THE CLOSING.
(C)
SELLER WILL NOT MODIFY, AMEND, WAIVE, RENEGOTIATE OR SETTLE ANY
TENANT RECEIVABLE OR ANY PROMISSORY NOTE OR PAYMENT PLAN FOR THE PAYMENT OF
DELINQUENT RENTS OR ANY OTHER OBLIGATIONS TO PAY DELINQUENT RENTS NO MATTER HOW
EVIDENCED ("DELINQUENT RENT OBLIGATIONS") WITHOUT (I) PROVIDING PURCHASER ALL
RELEVANT SUPPORTING DOCUMENTATION, AS REASONABLY DETERMINED BY SELLER,
INCLUDING, WITHOUT LIMITATION, TENANT FINANCIAL INFORMATION TO THE EXTENT IN
SELLER'S POSSESSION, AND (II) OBTAINING PURCHASER'S APPROVAL, WHICH APPROVAL MAY
BE WITHHELD IN PURCHASER'S SOLE DISCRETION.
THE EXISTING DELINQUENT RENT
OBLIGATIONS ARE REFLECTED IN SCHEDULE 8.1.3.
8.2
LEASING COSTS.
SELLER AGREES TO PAY OR DISCHARGE AT OR PRIOR TO
CLOSING ALL LEASING COMMISSIONS, COSTS FOR TENANT IMPROVEMENTS, LEASE BUYOUT
COSTS, MOVING ALLOWANCES, DESIGN ALLOWANCES, LEGAL FEES AND OTHER COSTS,
EXPENSES AND ALLOWANCES INCURRED IN ORDER TO INDUCE A TENANT TO ENTER INTO A
LEASE OR LEASE RENEWAL OR EXTENSION (COLLECTIVELY, "LEASING COSTS") THAT ARE DUE
PRIOR TO CLOSING WITH RESPECT TO LEASES AND LICENSE AGREEMENTS IN FORCE AS OF OR
PRIOR TO THE EFFECTIVE DATE AND WILL ALSO PAY OR DISCHARGE AT OR PRIOR TO
CLOSING ALL LEASING COSTS IN THE AMOUNTS SET FORTH AND FOR THE TENANTS NAMED ON
EXHIBIT "G" ATTACHED HERETO; PROVIDED, HOWEVER, THAT SELLER SHALL HAVE NO
OBLIGATION TO PAY, AND PURCHASER SHALL ASSUME THE OBLIGATION TO PAY, ALL LEASING
COSTS THAT BECOME DUE AND PAYABLE AFTER THE CLOSING DATE (OTHER THAN THE LEASING
COSTS SET FORTH ON EXHIBIT "G" ATTACHED HERETO), INCLUDING ANY LEASING COSTS
PAYABLE WITH RESPECT TO ANY OPTION TO RENEW OR OPTION TO EXPAND THAT HAS NOT
BEEN EXERCISED PRIOR TO THE EFFECTIVE DATE, WHICH OBLIGATION SHALL SURVIVE THE
CLOSING.
AS OF CLOSING, PURCHASER SHALL ASSUME SELLER'S OBLIGATIONS FOR LEASING
COSTS INCURRED WITH RESPECT TO LEASES AND LEASE RENEWALS AND EXTENSIONS AND
LICENSE AGREEMENTS AND LICENSE AGREEMENT RENEWALS AND EXTENSIONS EXECUTED
SUBSEQUENT TO THE EFFECTIVE DATE.
8.3
CLOSING COSTS.
CLOSING COSTS SHALL BE ALLOCATED BETWEEN SELLER AND
PURCHASER IN ACCORDANCE WITH SECTION 1.2.
8.4
FINAL ADJUSTMENT AFTER CLOSING.
IF FINAL BILLS ARE NOT AVAILABLE
OR CANNOT BE ISSUED PRIOR TO CLOSING FOR ANY ITEM BEING PRORATED UNDER
SECTION 8.1, THEN PURCHASER AND SELLER AGREE TO ALLOCATE SUCH ITEMS ON A FAIR
AND EQUITABLE BASIS AS SOON AS SUCH BILLS ARE AVAILABLE, FINAL ADJUSTMENT TO BE
MADE AS SOON AS REASONABLY POSSIBLE AFTER THE CLOSING.
PAYMENTS IN CONNECTION
WITH THE FINAL ADJUSTMENT SHALL BE DUE WITHIN THIRTY (30) DAYS OF DELIVERY OF
WRITTEN NOTICE.
ALL SUCH RIGHTS AND OBLIGATIONS SHALL SURVIVE THE CLOSING.
8.5
DEPOSITS.
ALL TENANT AND LICENSEE SECURITY DEPOSITS COLLECTED AND
NOT APPLIED BY SELLER SHALL BE TRANSFERRED OR CREDITED TO PURCHASER AT CLOSING.
AS OF THE CLOSING, PURCHASER SHALL ASSUME SELLER'S OBLIGATIONS RELATED TO TENANT
AND LICENSEE SECURITY DEPOSITS, BUT ONLY TO THE EXTENT THEY ARE CREDITED OR
TRANSFERRED TO PURCHASER.
8.6