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I <br /> i <br /> 6.3 Recording Costs.Seller will pay the cost of recording all documents necessary to place record title in <br /> the condition warranted by Seller in this Agreement. Buyer will pay the cost of recording the Deed and all other <br /> documents, <br /> 6.4 Real Estate Taxes and Special Assessments. Buyer will assume, on or before the Closing Date, all <br /> special assessments levied,pending,or constituting a lien against the Property as of the Closing Date including, <br /> without limitation, any installments of special assessments including interest payable with general real estate <br /> taxes payable as of the Closing Date. General real estate taxes and installments of special assessments payable <br /> therewith payable in all years prior to the Closing Date will be paid by Seller.General real estate taxes payable in <br /> the year of Closing will be prorated by Seller and Buyer as of the Proration Date based upon a calendar fiscal year. <br /> 6,5 Fixed, Minimum, Base, and Percentage Rents, All fixed, minimum, base and percentage rents, <br /> parking revenues and other revenues under the Leases("Rents")will be prorated as of the Proration Date. Buyer is <br /> entitled to and will receive a credit in the amount of all such Rents and other revenues attributable to the period after <br /> and including the Closing Date,Seller is entitled to all Rent derived from ownership of the Property which is due or <br /> past due or not yet due but accrued under the terms of the Leases attributable to the period prior to the Closing <br /> Date,regardless of when such payments are actually made(but provided the same are made)except as otherwise <br /> provided in Section 6.6. <br /> 6,6 Common Area Maintenance Charges,Tax and Operating Expense Reimbursements and Similar <br /> Expenses,To the extent Tenants under Leases pay monthly estimates of common area maintenance charges,tax <br /> and operating expense reimbursements and similar expenses(collectively, "Charges") with an adjustment at the <br /> end of each year applicable to Charges,such Charges will be prorated in accordance with this Section 6.6. <br /> Until the Re-Proration described in Section 6.8 is made,all amounts received by Seller as interim payments <br /> of Charges before the Closing Date will be retained by Seller,except that(i)all interim payments received by either <br /> party for the month in which the Closing occurs will be prorated between Seller and Buyer as of the Proration Date <br /> and the party receiving the interim payment will remit to or credit the other party its proportionate share, as <br /> appropriate,and(ii)prepayments of Charges made to Seller prior to the Closing Date but expressly designated by <br /> the Tenant as applicable to periods following the Closing will be paid to Buyer,All amounts received by Buyer as <br /> interim payments of Charges on or after the Closing Date will be retained by Buyer until Buyer and Seller re- <br /> prorate tine Charges,as provided in Section 6.8,At Closing, Seller will provide Buyer with a statement detailing all <br /> such interim payments of Charges received by Seller from Tenants prior to Closing and a statement detailing the <br /> actual amounts paid by Seller prior to Closing for items included in such Charges for purposes of determining <br /> Seller's and Buyer's allocable shares thereof. <br /> 6.7 Prepaid and Overpaid Rents and Security Deposits. Except as otherwise expressly provided herein,all <br /> prepaid and overpaid rents and Security Deposits and other deposits of all Tenants under the Leases not theretofore <br /> applied(including any interest required to be paid to Tenants pursuant to the terms of their Leases and accrued as of <br /> the Closing Date)will be delivered by Seller to Buyer on the Closing Date,or Buyer will receive a credit at Closing <br /> against the Purchase Price in the amount of such prepaid rent or deposits.With respect to each individual Tenant, <br /> Buyer hereby indemnifies and agrees to hold Seller harmless from and against any liability (including reasonable <br /> attorneys'fees and costs) arising from Buyer's failure to account properly to such Tenant for prepaid and overpaid <br /> rents and Security Deposits and other deposits of such Tenant to the extent paid or credited to Buyer by Seller at <br /> Closing,This indemnity will survive Closing. <br /> 6.8 Collections and Application of Payments after Closing After the Closing Date, Buyer will invoice <br /> Tenants for all amounts due under the Leases, including amounts accruing prior to the Closing Date, and make <br /> reasonable efforts to collect such amounts; provided that Buyer is not required to undertake any collection activities <br /> Page 12 of 38 <br />