Common use of Collected Rent Clause in Contracts

Collected Rent. All collected rents and other income (if any), other than “Operating Expense Pass-Throughs” (as hereinafter defined) shall be prorated between Transferor and Transferee as of 12:01 a.m. on the Closing Date. Transferor shall be entitled to all such rents and income attributable to the period up to but not including the Closing Date. Transferee shall be entitled to all such rents and income attributable to any period on and after the Closing Date. Except with respect to percentage rents (which shall be prorated as provided below), such rents and income not collected as of the Closing Date shall not be prorated at the time of Closing. With respect to percentage rent due from any Tenant, Transferee and Transferor agree that at Closing, estimated percentage rent shall be prorated for the calendar year in which the Closing occurs (even though the same may not have been collected as of the Closing) based upon the amount of percentage rent due from such Tenant for the calendar year immediately prior to the calendar year in which the Closing occurs. After Closing, Transferee shall use good faith, commercially reasonable efforts for a period not less than six (6) months to collect any rents not collected as of the Closing Date on Transferor’s behalf and to tender the same to Transferor upon receipt (which obligation of Transferee shall survive the Closing and not be merged therein); provided, however, that all rents collected by Transferee on or after the Closing Date shall first be applied to all costs of collection and all amounts due under the Leases at the time of collection (i.e., current rents and sums due Transferee as the current owner and landlord) with the balance (if any) payable to Transferor, but only to the extent of amounts delinquent and actually due Transferor. Transferor agrees that the invoicing of delinquent Tenants on a monthly basis shall constitute good faith, commercially reasonable efforts and Transferee shall not be obligated to enforce its rights under the Leases, or threaten such enforcement, or to bring any proceedings in a court of law or equity. Transferee shall not have an exclusive right to collect the sums due Transferor under the Leases, and Transferor hereby retains its rights to pursue any Tenant under the Leases for sums due Transferor for periods attributable to Transferor’s ownership of the Properties (including, without limitation, any percentage rent that may be due with respect to any period of time prior to Closing, regardless of when the same is to be paid to the owner of the applicable Property pursuant to the terms of the applicable Lease); provided, however, that Transferor (a) shall be required to notify Transferee in writing of its intention to commence or pursue such legal proceedings; (b) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after Closing and shall commence such proceeding, if at all, prior to the first (1st) anniversary of the Closing Date; and (c) shall not be permitted to commence or pursue any legal proceedings against any Tenant seeking eviction of such Tenant or the termination of the underlying Lease. The terms of the immediately preceding sentence shall survive the Closing and not be merged therein.

Collected Rent. All collected rents Purchaser shall receive a credit for any rent and other income (if any), other than “Operating Expense Pass-Throughs” (as hereinafter definedand any applicable state or local tax on rent) shall be prorated between Transferor and Transferee as of 12:01 a.m. on the under Leases collected by Seller before Closing Date. Transferor shall be entitled to all such rents and income attributable to the period up to but not including the Closing Date. Transferee shall be entitled to all such rents and income attributable that applies to any period on or after Closing. Uncollected rent and after the Closing Date. Except with respect to percentage rents (which shall be prorated as provided below), such rents and other uncollected income not collected as of the Closing Date shall not be prorated at the time of Closing. With respect to percentage rent due from any Tenant, Transferee and Transferor agree that at After Closing, estimated percentage Purchaser shall apply all rent shall be prorated and income collected by Purchaser from a tenant (x) first to such tenant’s rental obligations for the calendar year in which the Closing occurs (even though the same may not have been collected as of the Closing) based upon the amount of percentage rent due from such Tenant for the calendar year immediately prior to the calendar year month in which the Closing occurs, (y) next to such tenant’s monthly rental for the month in which the payment is made, and (z) then to arrearages in the reverse order in which they were due (most recent receivable paid first), remitting payment first to Purchaser, for any rent or expense properly allocable for Purchaser’s period of ownership of the Premises, and then to Seller, after deducting collection costs, any rent or expense reimbursements properly allocable to Seller’s period of ownership. After Closing, Transferee Purchaser shall xxxx and use good faith, commercially reasonable efforts for a period not less than six (6) months to collect any rents not collected as such rent arrearages in the ordinary course of the Closing Date on Transferor’s behalf and to tender the same to Transferor upon receipt (which obligation of Transferee shall survive the Closing and not be merged therein); provided, however, that all rents collected by Transferee on or after the Closing Date shall first be applied to all costs of collection and all amounts due under the Leases at the time of collection (i.e., current rents and sums due Transferee as the current owner and landlord) with the balance (if any) payable to Transferorbusiness, but only to the extent of amounts delinquent and actually due Transferor. Transferor agrees that the invoicing of delinquent Tenants on a monthly basis shall constitute good faith, commercially reasonable efforts and Transferee shall not be obligated to enforce its rights under the Leases, engage a collection agency or threaten such enforcement, or to bring any proceedings in a court of law or equity. Transferee shall not have an exclusive right take legal action to collect any rent arrearages. Seller shall have the sums due Transferor under right, but not the Leasesobligation, and Transferor hereby retains its rights to pursue any Tenant under the Leases collection of such rent arrearages for sums due Transferor for periods attributable to Transferor’s ownership of the Properties (including, without limitation, any percentage rent that may be due with respect to any a period of time prior to Closing, regardless of when the same is to be paid to the owner of the applicable Property pursuant to the terms of the applicable Lease); provided, however, that Transferor (a) shall be required to notify Transferee in writing of its intention to commence or pursue such legal proceedings; (b) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after Closing except that [i] Seller may not pursue any action involving dispossession of any then current tenant at the Premises and shall commence such proceeding, [ii] Seller may only pursue collection if at all, prior and to the first (1st) anniversary of extent that the same are not collected by Purchaser and remitted to Seller. Any rent or other income received by Seller after Closing Date; and (c) which is owed to Purchaser shall not be permitted remitted to commence or pursue any legal proceedings against any Tenant seeking eviction of such Tenant or the termination of the underlying Lease. The terms of the immediately preceding sentence shall survive the Closing and not be merged thereinPurchaser promptly after receipt.

Collected Rent. All collected rents Purchaser shall receive a credit for any rent and other income (if any), other than “Operating Expense Pass-Throughs” (as hereinafter definedand any applicable state or local tax on rent) shall be prorated between Transferor and Transferee as of 12:01 a.m. on the under Leases collected by Seller before Closing Date. Transferor shall be entitled to all such rents and income attributable to the period up to but not including the Closing Date. Transferee shall be entitled to all such rents and income attributable that applies to any period on after Closing. Uncollected rent and after the Closing Date. Except with respect to percentage rents (which shall be prorated as provided below), such rents and other uncollected income not collected as of the Closing Date shall not be prorated at the time of Closing. With respect to percentage rent due from any Tenant, Transferee and Transferor agree that at After Closing, estimated percentage Purchaser shall apply all rent shall be prorated and income collected by Purchaser from a tenant, together with such tenant's pro-rata share of Taxes, Assessments and Operating Expenses (x) first to such tenant's monthly rental or the month in which the payment is made and then to any unpaid balances for the calendar year months after Closing occurs in the inverse order, (y) next,to such tenant's monthly rental and expense reimbursement obligations for the month in which the Closing occurs and (even though z) then to arrearages in the same may not have been collected as of the Closing) based upon the amount of percentage rent due from such Tenant for the calendar year immediately prior to the calendar year reverse order in which the Closing occursthey were due, remitting to Seller, after deducting collection costs, any rent or expense reimbursements properly allocable to Seller's period of ownership. After Closing, Transferee Purchaser shall use good faith, commercially reasonable efforts for a period not less than six (6) months xxxx and attempt to collect any rents not collected as such rent and expense reimbursement arrearages in the ordinary course of the Closing Date on Transferor’s behalf and to tender the same to Transferor upon receipt (which obligation of Transferee shall survive the Closing and not be merged therein); provided, however, that all rents collected by Transferee on or after the Closing Date shall first be applied to all costs of collection and all amounts due under the Leases at the time of collection (i.e., current rents and sums due Transferee as the current owner and landlord) with the balance (if any) payable to Transferorbusiness, but only to the extent of amounts delinquent and actually due Transferor. Transferor agrees that the invoicing of delinquent Tenants on a monthly basis shall constitute good faith, commercially reasonable efforts and Transferee shall not be obligated to enforce its rights under engage a collection agency or take legal action to collect any rent arrearages. Seller shall have the Leasesright to seek collection of any rents, other income or threaten such enforcementexpense reimbursements applicable to any period before the Closing and Purchaser will cooperate with Seller in Seller's efforts to collect the same; however, or to bring any proceedings in a court of law or equity. Transferee following Closing, Seller shall not have an exclusive the right to collect the sums due Transferor under the Leases, and Transferor hereby retains terminate any Lease or any tenant's right to possession of its rights premises. Any rent or other income received by Seller after Closing which are owed to pursue any Tenant under the Leases for sums due Transferor for periods attributable to Transferor’s ownership of the Properties (including, without limitation, any percentage rent that may be due with respect to any period of time prior to Closing, regardless of when the same is to be paid to the owner of the applicable Property pursuant to the terms of the applicable Lease); provided, however, that Transferor (a) Purchaser shall be required remitted to notify Transferee in writing of its intention to commence or pursue such legal proceedings; (b) shall only be permitted to commence or pursue any legal proceedings Purchaser promptly after the date which is three (3) months after Closing and shall commence such proceeding, if at all, prior to the first (1st) anniversary of the Closing Date; and (c) shall not be permitted to commence or pursue any legal proceedings against any Tenant seeking eviction of such Tenant or the termination of the underlying Lease. The terms of the immediately preceding sentence shall survive the Closing and not be merged thereinreceipt.

Collected Rent. All collected rents rent and other collected income (if any), other than “Operating Expense Pass-Throughs” (as hereinafter definedand any applicable state or local tax on rent) shall be prorated between Transferor and Transferee as of 12:01 a.m. under Leases in effect on the Closing Date. Transferor shall be entitled to all such rents and income attributable to the period up to but not including the Closing Date. Transferee shall be entitled to all such rents and income attributable to any period on and after the Closing Date. Except with respect to percentage rents (which Date shall be prorated as provided below), such rents and income not collected as of the Closing. Buyer shall be credited with any rent and other income collected by Seller before Closing Date but applicable to any period of time after Closing. Rents unpaid for the month in which Closing occurs shall be prorated. Uncollected rent and other income that are more than thirty (30) or more days past due shall not be prorated at prorated. Any rent received by Seller after the time of Closing. With Closing with respect to percentage time periods after the Closing shall be delivered to Buyer within ten (10) days of Seller’s receipt. Buyer shall apply rent due and other income from tenants that are collected within ninety (90) days after the Closing first to the obligations then owing to Buyer for its period of ownership and to those reasonable attorney fees incurred by Buyer in collecting said amount, remitting the balance, if any, to Seller. Buyer will make reasonable efforts, without suit, to collect any Tenantrents from tenants in occupancy at Closing applicable to the period before Closing, Transferee and Transferor agree provided that at Closing, estimated percentage rent shall be prorated for the calendar year in which the Closing occurs (even though the same may not have been collected as of the Closing) based upon the amount of percentage rent due from such Tenant for the calendar year immediately or prior to the calendar year in which the Closing occursSeller delivers a schedule of rent delinquencies to Buyer. After Closing, Transferee shall use good faith, commercially reasonable efforts for a period Seller may pursue collection as to any rent not less than collected by Buyer within six (6) months to collect any rents not collected as of following the Closing Date on Transferor’s behalf for rents that are due and owing to tender Seller for the same to Transferor upon receipt (which obligation of Transferee shall survive the Closing and not be merged therein); provided, however, that all rents collected by Transferee on or after the Closing Date shall first be applied to all costs of collection and all amounts due under the Leases at the time of collection (i.e., current rents and sums due Transferee as the current owner and landlord) with the balance (if any) payable to Transferor, but only to the extent of amounts delinquent and actually due Transferor. Transferor agrees that the invoicing of delinquent Tenants on a monthly basis shall constitute good faith, commercially reasonable efforts and Transferee shall not be obligated to enforce its rights under the Leases, or threaten such enforcement, or to bring any proceedings in a court of law or equity. Transferee shall not have an exclusive right to collect the sums due Transferor under the Leases, and Transferor hereby retains its rights to pursue any Tenant under the Leases for sums due Transferor for periods attributable to Transferor’s ownership of the Properties (including, without limitation, any percentage rent that may be due with respect to any period of time prior to Closing, regardless of when the same provided that Seller shall have no right to terminate any Lease or any tenant’s occupancy under any Lease in connection therewith. Seller is to be paid to the owner of the applicable Property pursuant to the terms of the applicable Lease); provided, however, that Transferor (a) shall be required to notify Transferee not restricted in writing of its intention to commence any way from collecting any rent or pursue such legal proceedings; (b) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after Closing and shall commence such proceeding, if other income owed by past tenants who are no longer in occupancy at all, prior to the first (1st) anniversary of the Closing Date; and (c) shall not be permitted to commence or pursue any legal proceedings against any Tenant seeking eviction of such Tenant or the termination of the underlying Lease. The terms of the immediately preceding sentence shall survive the Closing and not be merged thereinClosing.

Collected Rent. All collected rents The Transferee shall receive a credit for any rent and other income under Leases (if any), other than “Operating Expense Pass-Throughs” (as hereinafter definedand any applicable or local Tax on rent) shall be prorated between Transferor collected by the applicable Property Entity before the First Closing and Transferee as of 12:01 a.m. on the Closing Date. Transferor shall be entitled to all such rents and income attributable to the period up to but not including the Closing Date. Transferee shall be entitled to all such rents and income attributable applicable to any period on and of time after the Closing Cutoff Date. Except with respect to percentage rents The Property Entity shall receive a credit for receivables from tenants (which shall be prorated as provided below), such rents less any agreed on discount for uncollectibility) for rent and other income not collected as of the Closing Date shall not be prorated at the time of Closing. With respect to percentage rent due from under Leases (and any Tenant, Transferee and Transferor agree that at Closing, estimated percentage rent shall be prorated for the calendar year in which the Closing occurs (even though the same may not have been collected as of the Closingapplicable or local Tax or rent) based upon the amount of percentage rent due from such Tenant for the calendar year immediately prior to the calendar year in which the Closing occurs. After Closing, Transferee shall use good faith, commercially reasonable efforts for a period not less than six (6) months to collect any rents not collected as of the Closing Date on Transferor’s behalf and to tender the same to Transferor upon receipt (which obligation of Transferee shall survive the Closing and not be merged therein); provided, however, that all rents collected by Transferee on or after the Closing Date shall first be applied to all costs of collection and all amounts due under the Leases at the time of collection (i.e., current rents and sums due Transferee as the current owner and landlord) with the balance (if any) payable to Transferor, but only to the extent of amounts delinquent and actually due Transferor. Transferor agrees that the invoicing of delinquent Tenants on a monthly basis shall constitute good faith, commercially reasonable efforts and Transferee shall not be obligated to enforce its rights under the Leases, or threaten such enforcement, or to bring any proceedings in a court of law or equity. Transferee shall not have an exclusive right to collect the sums due Transferor under the Leases, and Transferor hereby retains its rights to pursue any Tenant under the Leases for sums due Transferor for periods attributable to Transferor’s ownership of the Properties (including, without limitation, any percentage rent that may be due with respect applicable to any period of time prior to the Cutoff Date, except to the extent that the Property Entity and Regency agree that such receivables are unlikely to be collectible ("Doubtful Receivables"). All collections of accounts receivable other than Doubtful Receivables after the First Closing shall be retained by the Transferee. After the First Closing, regardless of when the same is Partnership shall apply all rent and income collected by the Transferees from a tenant, unless the tenant properly identifies the payment as being for a specific item, first to be paid such tenant's monthly rental for the month in which First Closing occurred to the owner of extent not already paid and then to arrearages in the applicable Property pursuant reverse order in which they were due, remitting to the terms Property Entity, after deducting collection costs, any rent properly allocable to receivables constituting Doubtful Receivables for the period ending on the Cutoff Date. The Transferees shall xxxx and attempt to collect such rent arrearages constituting Doubtful Receivables in the ordinary course of the applicable Lease); providedbusiness, however, that Transferor (a) shall be required to notify Transferee in writing of its intention to commence or pursue such legal proceedings; (b) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after Closing and shall commence such proceeding, if at all, prior to the first (1st) anniversary of the Closing Date; and (c) but shall not be permitted obligated to commence engage a collection agency to collect any such rent arrearages except at the Contributor's expense, or pursue to take legal action to collect any legal proceedings against such rent arrearages. After the First Closing, the Property Entities shall not have the right to seek collection of any Tenant seeking eviction of such Tenant rents or other income applicable to any period before the termination of Cutoff Date. Any rent or other income received by any Property Entity after the underlying Lease. The terms of First Closing which are owed to the immediately preceding sentence Transferees shall survive be held in trust and remitted to the Closing Transferees promptly after receipt, and not any rent collected by the Transferee which is owed to the Property Entity shall be merged thereinheld in trust and remitted to the Property Entity promptly after receipt.

Collected Rent. All collected rents rent and all other income (if any)excluding any nonrefundable fees and nonrefundable deposits of any nature received by a Seller prior to the applicable Closing, other than “Operating Expense Pass-Throughs” (as hereinafter defined) all of which shall be prorated between Transferor deemed the sole property of such Seller and Transferee further excluding all tenant deposits paid by Tenants under the Leases assigned to Purchaser, all of which shall be credited to Purchaser as of 12:01 a.m. set forth below) (collectively, "Rents") collected under Leases in effect on the applicable Closing Date. Transferor shall be entitled to all such rents and income attributable to the period up to but not including the Closing Date. Transferee shall be entitled to all such rents and income attributable to any period on and after the Closing Date. Except with respect to percentage rents (which Date shall be prorated as provided below)of such Closing. Uncollected Rent (which shall, such rents and income for the avoidance of doubt include Rent paid in arrears pursuant to any Lease which has not been collected as of the Closing Date any applicable Closing) shall not be prorated at and, to the time of Closing. With respect to percentage rent due from any Tenant, Transferee and Transferor agree that at Closing, estimated percentage rent shall be prorated extent payable for the calendar year in which the Closing occurs (even though the same may not have been collected as of the Closing) based upon the amount of percentage rent due from such Tenant for the calendar year immediately period prior to the calendar year month in which such Closing occurs and the month in which such Closing occurs. After Closing, Transferee shall remain the property of such Seller (subject to proration for the month of Closing as set forth herein), and Purchaser agrees to use good faith, commercially reasonable efforts for a period not less than six (6) months to collect any rents not collected as such uncollected Rent in the usual course of Purchaser’s operation of the Closing Date on Transferor’s behalf and to tender the same to Transferor upon receipt (which obligation of Transferee shall survive the Closing and not be merged therein); provided, however, that all rents collected by Transferee on or after the Closing Date shall first be applied to all costs of collection and all amounts due under the Leases at the time of collection (i.e., current rents and sums due Transferee as the current owner and landlord) with the balance (if any) payable to TransferorProperty, but only to the extent of amounts delinquent and actually due Transferor. Transferor agrees that the invoicing of delinquent Tenants on a monthly basis shall constitute good faith, commercially reasonable efforts and Transferee Purchaser shall not be obligated to enforce its rights declare a Lease default or institute any lawsuit to collect such uncollected Rent. Purchaser shall apply Rent from tenants that are collected after the Closing first to Rents which are applicable to the month of Closing, then to Rents then due to Purchaser after the month after such Closing, and then to Rents which were due to such Seller before such Closing. Sellers may not pursue collection of any Rents following the applicable Closing Date. Any prepaid Rents for the period following such Closing Date shall be paid over by Sellers to Purchaser at such Closing. Purchaser will make reasonable efforts, without suit or declaration of a default under the Leasesapplicable Lease, or threaten such enforcement, or to bring any proceedings in a court of law or equity. Transferee shall not have an exclusive right to collect any Rents applicable to the sums period before such Closing, by sending to tenants bills for the payment of past due Transferor Rents following such Closing Date. With respect to Tenants that are responsible for all or a share of taxes (including metro rail taxes in Virginia), insurance charges and other operating expenses under Leases (“Additional Rents”), the Leases, and Transferor hereby retains its rights to pursue parties shall “re-prorate” such Additional Rents (including any Tenant under the Leases for sums due Transferor for periods attributable to Transferor’s ownership of the Properties (including, without limitation, any percentage rent portions thereof that may be due with respect to any period of time prior to Closing, regardless of when the same is required to be paid refunded to Tenants) pursuant to Section 7.5.8 at the owner of the applicable Property time that such estimates are actually adjusted or reconciled pursuant to the terms of the applicable LeaseLeases (taking into account the credits, if any, given at Closing related thereto); provided. If any Seller collects any Rents or Additional Rents after Closing that are due to Purchaser pursuant to the foregoing, howeversuch Seller shall promptly tender the same to Purchaser after taking into account the above prorations. If Purchaser collects any Rents or Additional Rents after Closing that are due to Sellers pursuant to the foregoing, that Transferor Purchaser shall promptly tender the same to Sellers after taking into account the above prorations. Until the Novation Agreements are executed by GSA and payments under Government Leases are made directly to Purchaser or a Purchaser Designee, Sellers shall maintain (aor cause to be maintained) shall be required bank accounts for a period not to notify Transferee in writing of its intention to commence or pursue such legal proceedings; exceed nine (b) shall only be permitted to commence or pursue any legal proceedings after the date which is three (39) months after following the applicable Closing to which payments under Government Leases are sent and shall commence such proceeding, if at all, prior to the first (1st) anniversary promptly deliver Purchaser’s share of the Closing Date; and (c) shall not be permitted same to commence or pursue any legal proceedings against any Tenant seeking eviction of such Tenant or the termination of the underlying Lease. The terms of the immediately preceding sentence shall survive the Closing and not be merged thereinPurchaser upon receipt.

Collected Rent. All collected rent (including, without limitation, all base rents, additional rents and other income (if any)retroactive rents, other than “and expressly excluding tenant reimbursements for Operating Expense Pass-Throughs” (Costs, as hereinafter defined) shall be prorated between Transferor and Transferee all other income (and any applicable state or local tax on rent) (hereinafter collectively referred to as of 12:01 a.m. “Rents”) collected under Leases in effect on the Closing Date. Transferor shall be entitled to all such rents and income attributable to the period up to but not including the Closing Date. Transferee shall be entitled to all such rents and income attributable to any period on and after the Closing Date. Except with respect to percentage rents (which Date shall be prorated as provided below)of the Close of Escrow. Uncollected Rent (“Uncollected Rent”) shall not be prorated and, such rents to the extent due and income not collected payable for the period prior to the Close of Escrow, shall remain the property of Seller. After the Close of Escrow, Buyer shall deliver to Seller any and all Uncollected Rent accrued as of the Closing Date shall not be prorated at the time of Closing. With respect to percentage rent due from any Tenant, Transferee and Transferor agree that at Closing, estimated percentage rent shall be prorated for the calendar year in which the Closing occurs (even though the same may not have been collected as of the Closing) based upon the amount of percentage rent due from such Tenant for the calendar year immediately prior to the calendar year in which extent subsequently collected by Buyer unless directed by the Closing occurs. After Closing, Transferee shall use good faith, commercially reasonable efforts for a period not less than six (6) months tenant to collect any rents not collected as of the Closing Date on Transferor’s behalf and to tender the same to Transferor upon receipt (which obligation of Transferee shall survive the Closing and not be merged therein)contrary; provided, however, that all Buyer shall apply Rents received after the Closing Date, first, to payment of the current Rents then due to Buyer and, thereafter, to Uncollected Rent attributable to the period prior to the Closing Date unless directed by the tenant to the contrary. Any prepaid Rents or other rents collected received by Transferee on or after Seller for the period following the Closing Date shall first be applied paid over by Seller to all Buyer. Buyer will make reasonable efforts, without incurring enforcement costs of collection and all amounts due under the Leases at the time of collection (i.e.without suit, current rents and sums due Transferee as the current owner and landlord) with the balance (if any) payable to Transferor, but only collect any Rents applicable to the extent period before the Close of amounts delinquent and actually due Transferor. Transferor agrees that the invoicing of delinquent Tenants on a monthly basis shall constitute good faith, commercially reasonable efforts and Transferee shall not be obligated to enforce its rights under the Leases, or threaten such enforcement, or to bring any proceedings in a court of law or equity. Transferee shall not have an exclusive right to collect the sums due Transferor under the Leases, and Transferor hereby retains its rights to pursue any Tenant under the Leases for sums due Transferor for periods attributable to Transferor’s ownership of the Properties (Escrow including, without limitation, any percentage rent that may be sending to tenants bills for the payment of past due with respect to any period of time prior to Closing, regardless of when the same is to be paid to the owner of the applicable Property pursuant to the terms of the applicable Lease); provided, however, that Transferor (a) shall be required to notify Transferee in writing of its intention to commence or pursue such legal proceedings; (b) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after Closing and shall commence such proceeding, if at all, prior to Rents during the first twelve (1st12) anniversary month period following the Closing Date. Seller may pursue collection of any Rents that were past due as of the Closing Date; and (c) , provided that Seller shall not be permitted have no right to commence terminate any Lease or pursue any legal proceedings against tenant’s occupancy under any Tenant seeking eviction of such Tenant or the termination of the underlying Lease. The terms of the immediately preceding sentence shall survive the Closing and not be merged thereinLease in connection therewith.

Collected Rent. All collected rents and other income rent (if any), other than “excluding Operating Expense Pass-Throughs” ) and other collected income (as hereinafter definedand any applicable state or local tax on rent) shall be prorated between Transferor and Transferee as of 12:01 a.m. under Leases in effect on the Closing Date. Transferor shall be entitled to all such rents and income attributable to the period up to but not including the Closing Date. Transferee shall be entitled to all such rents and income attributable to any period on and after the Closing Date. Except with respect to percentage rents (which Date shall be prorated as provided below), such rents and income not collected as of the Closing Date shall not be prorated at the time of Closing. With respect to percentage rent due from any Tenant, Transferee and Transferor agree that at Closing, estimated percentage rent shall be prorated for the calendar year in which the Closing occurs (even though the same may not have been collected as of the Closing) based upon the amount of percentage . Seller shall be charged with, and Purchaser shall receive a credit for, any rent due from such Tenant for the calendar year immediately prior to the calendar year in which the Closing occurs. After Closing, Transferee shall use good faith, commercially reasonable efforts for a period not less than six (6) months to collect any rents not collected as of the Closing Date on Transferor’s behalf and to tender the same to Transferor upon receipt (which obligation of Transferee shall survive the Closing and not be merged therein); provided, however, that all rents other income collected by Transferee on or after the Seller before Closing Date shall first be applied to all costs of collection and all amounts due under the Leases at the time of collection (i.e., current rents and sums due Transferee as the current owner and landlord) with the balance (if any) payable to Transferor, but only to the extent of amounts delinquent and actually due Transferor. Transferor agrees that the invoicing of delinquent Tenants on a monthly basis shall constitute good faith, commercially reasonable efforts and Transferee shall not be obligated to enforce its rights under the Leases, or threaten such enforcement, or to bring any proceedings in a court of law or equity. Transferee shall not have an exclusive right to collect the sums due Transferor under the Leases, and Transferor hereby retains its rights to pursue any Tenant under the Leases for sums due Transferor for periods attributable to Transferor’s ownership of the Properties (including, without limitation, any percentage rent that may be due with respect applicable to any period of time prior to after Closing, regardless of when the same is to be paid to the owner of the applicable Property pursuant to the terms of the applicable Lease); provided, however, that Transferor . Uncollected rent and other income (a) shall be required to notify Transferee in writing of its intention to commence or pursue such legal proceedings; (b) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after Closing and shall commence such proceeding, if at all, prior to the first (1st) anniversary of the Closing Date; and (cincluding uncollected Operating Expense Pass-Throughs) shall not be permitted prorated. Purchaser shall apply rent and other income from Tenants that are collected after the Closing unless the Tenant properly identifies the payment as being for a specific item, in the following order: (i) first, to Purchaser’s reasonable costs of collection incurred with respect to such Tenant, (ii) second, to Purchaser in payment of the current rent due under such Tenant’s Lease, (iii) third, to Purchaser in payment of delinquent rent due under such Lease for the period from and after the Closing, and (iv) fourth, to Seller in payment of rent coming due and payable prior to the Closing. Any prepaid rents for the period following the Closing Date shall be paid over by Seller to Purchaser. Purchaser will, for a period of ninety (90) days after Closing, make reasonable efforts, without suit, to collect any rents relating to the period before Closing, and Seller shall use its reasonable efforts to collect any rents relating to the period before Closing, but shall not attempt to terminate any Lease or commence or pursue any legal eviction proceedings against any Tenant seeking eviction in connection therewith. At Closing, Seller shall identify in writing the specific amounts of uncollected rents as of such Tenant or the termination date, and if there are none, Seller shall release Purchaser from any obligation to deliver any rents collected by Purchaser after Closing. The foregoing agreement with respect to uncollected rent shall not constitute a waiver of the underlying Leaseconditions to Purchaser’s obligation to close set forth in Section 4.8 or Article 5 hereof. The terms of the immediately preceding sentence shall survive the Closing and Seller may not be merged thereinpursue collection as to any rent not collected by Purchaser.

Collected Rent. All collected rents rent and other income (if any), other than “Operating Expense Pass-Throughs” (as hereinafter definedand any -------------- applicable state or local tax on rent) shall be prorated between Transferor and Transferee as of 12:01 a.m. under Leases in effect on the Closing Date. Transferor Seller shall be entitled to all charged with any rentals (including advance or prepaid rentals) under Leases or other contracts (such rents and income attributable to the period up to as laundry or concessionaire contracts) which are collected by Seller before Closing but not including the Closing Date. Transferee shall be entitled to all such rents and income attributable applicable to any period on and of time after Closing. As the Closing Date. Except with respect to percentage rents (which shall be prorated as provided below), such rents and income not collected as term of the Closing Date laundry lease applicable to the Property has expired and such lease is now continuing on a month-to-month basis, the parties have agreed that there shall not be prorated any proration of the initial payment made by Seller under the laundry lease at the time outset of Closingthe term of such lease. With respect to percentage Uncollected rent due from any Tenant, Transferee and Transferor agree that at other income shall not be prorated. If Purchaser collects pre-Closing delinquencies after Closing, estimated percentage Purchaser shall apply such rent shall be prorated for the calendar year in which the Closing occurs (even though the same may not have been collected as of the Closing) based upon the amount of percentage rent due from such Tenant for the calendar year immediately prior to the calendar year in which the Closing occurs. After Closing, Transferee shall use good faith, commercially reasonable efforts obligations owing Purchaser for a its period not less than six (6) months to collect any rents not collected as of the Closing Date on Transferor’s behalf ownership and to tender the same to Transferor upon receipt (which obligation of Transferee shall survive the Closing and not be merged therein); provided, however, that all rents collected by Transferee on or after the Closing Date shall first be applied to all costs of collection and all amounts due under collection, remitting the Leases at the time of collection (i.e.balance, current rents and sums due Transferee as the current owner and landlord) with the balance (if any) payable , to TransferorSeller; provided if a tenant expressly designates in writing that a payment tendered by it is to apply to a specified period, but only Purchaser shall apply such payment as directed by the tenant, with any amount due to the extent Seller on account of amounts delinquent and actually due Transferorsuch designation being promptly forwarded by Purchaser to Seller. Transferor agrees that the invoicing of delinquent Tenants on a monthly basis shall constitute good faith, commercially reasonable efforts and Transferee Purchaser shall not be obligated to enforce its rights under engage a collection agency or take legal action to collect any delinquencies. Subject to the Leaseslimitations herein set forth, Seller shall have the right to seek, through lawful means, collection of any rents delinquent for any period prior to the Closing. If Seller desires to seek recovery of any such delinquencies from any tenant who continues in occupancy at the Property, Seller shall, in each instance, provide Purchaser with at least 10 business days' prior written notice identifying the tenant(s) from whom it will be pursuing delinquencies, any collection agency that will or threaten has been engaged by Seller and whether and when Seller intends to institute legal proceedings against such enforcementtenant. Seller also agrees that if Seller initiates any legal proceeding against any such tenant, or to bring any proceedings in a court of law or equity. Transferee Seller shall not have an exclusive any right to collect seek to terminate such tenant's lease or dispossess such tenant from its premises at the sums due Transferor under the Leases, and Transferor hereby retains its rights to pursue any Tenant under the Leases for sums due Transferor for periods attributable to Transferor’s ownership of the Properties (including, without limitation, any percentage rent that may be due with respect to any period of time prior to Closing, regardless of when the same is to be paid to the owner of the applicable Property pursuant to the terms of the applicable Lease); provided, however, that Transferor (a) shall be required to notify Transferee in writing of its intention to commence or pursue such legal proceedings; (b) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after Closing and shall commence such proceeding, if at all, prior to the first (1st) anniversary of the Closing Date; and (c) shall not be permitted to commence or pursue any legal proceedings against any Tenant seeking eviction of such Tenant or the termination of the underlying LeaseProperty. The terms of the immediately preceding sentence foregoing limitations on Seller's ability to recover delinquencies shall survive the Closing hereunder but shall not apply to nor limit Seller's right to seek recovery of delinquencies due from any tenants who have vacated their respective premises before the Closing Date and whose Leases are not be merged thereinassigned to Purchaser.

Collected Rent. All collected rents Venture shall receive a credit for any rent and other income (if any), other than “Operating Expense Pass-Throughs” (as hereinafter definedand any applicable state or local tax on rent) shall be prorated between Transferor and Transferee as of 12:01 a.m. on the under Leases collected by Contributor before Closing Date. Transferor shall be entitled to all such rents and income attributable to the period up to but not including the Closing Date. Transferee shall be entitled to all such rents and income attributable that applies to any period on after Closing. Uncollected rent and after the Closing Date. Except with respect to percentage rents (which shall be prorated as provided below), such rents and other uncollected income not collected as of the Closing Date shall not be prorated at the time of Closing. With respect to percentage rent due from any Tenant, Transferee and Transferor agree that at Closing, estimated percentage rent shall be prorated for the calendar year in which the Closing occurs (even though the same may not have been collected as of the Closing) based upon the amount of percentage rent due from such Tenant for the calendar year immediately prior to the calendar year in which the Closing occurs. After Closing, Transferee Venture shall use good faithapply all rent and income collected by Venture from a tenant first to such tenant’s monthly rental for the current month and then to arrearages in the reverse order in which they were due, commercially reasonable efforts for a remitting to Contributor, after deducting collection costs, any rent properly allocable to Contributor’s period not less than six (6) months of ownership. Venture shall xxxx and attempt to collect any rents not collected as such rent arrearages in the ordinary course of the Closing Date on Transferor’s behalf and to tender the same to Transferor upon receipt (which obligation of Transferee shall survive the Closing and not be merged therein); provided, however, that all rents collected by Transferee on or after the Closing Date shall first be applied to all costs of collection and all amounts due under the Leases at the time of collection (i.e., current rents and sums due Transferee as the current owner and landlord) with the balance (if any) payable to Transferorbusiness, but only to the extent of amounts delinquent and actually due Transferor. Transferor agrees that the invoicing of delinquent Tenants on a monthly basis shall constitute good faith, commercially reasonable efforts and Transferee shall not be obligated to enforce its rights under the Leases, engage a collection agency or threaten such enforcement, or take legal action to bring collect any proceedings in a court of law or equityrent arrearages. Transferee Contributor shall not have an exclusive the right to collect the sums due Transferor under the Leases, and Transferor hereby retains its rights to pursue seek collection from any Tenant under the Leases for sums due Transferor for periods attributable to Transferor’s ownership Major Tenants of the Properties (including, without limitation, any percentage rent that may be due with respect rents or other income applicable to any period before the Closing. Contributor shall not have the right to seek collection from any other tenants of time any rents or other income applicable to any period before the Closing unless and until Venture’s aforesaid attempts to collect such amounts have been unsuccessful, such amounts have been past due for more than 180 days, Contributor provides at least ten (10) Business Days prior written notice to Closing, regardless of when the same is and approval (not to be paid to the owner of the applicable Property pursuant to the terms of the applicable Lease); provided, however, that Transferor (aunreasonably withheld) shall be required to notify Transferee in writing by Venture of its intention intended collection notices and copies of all communications it intends to send to such tenant, and obtains Venture’s prior written consent (not to be unreasonably withheld) to any proposed legal action. In no event shall Contributor have any right to commence or pursue such legal proceedings; (b) shall only take any action which would affect in any manner the Lease or any tenant’s right to possession of any portion of the Property or be permitted to commence in the form of any eviction, forcible entry and detainer or pursue any legal proceedings after the date which is three (3) months other similar action. Any rent or other income received by Contributor or Venture after Closing and shall commence such proceeding, if at all, prior which are owed to the first (1st) anniversary of other shall be held in trust and remitted to the Closing Date; and (c) shall not be permitted to commence or pursue any legal proceedings against any Tenant seeking eviction of such Tenant or the termination of the underlying Lease. The terms of the immediately preceding sentence shall survive the Closing and not be merged thereinother promptly after receipt.

Collected Rent. All base rent, additional rent and all other income, including operating expense payments (hereinafter collectively referred to as “Rents”) collected rents and other income (if any), other than “Operating Expense Pass-Throughs” (as hereinafter defined) under Tenant Leases in effect on the Closing Date shall be prorated between Transferor and Transferee as of 12:01 a.m. on the Closing Date. Transferor , and Rent payable for the month in which the Closing occurs shall be entitled to prorated on the basis of the number of days in such month and the day of Closing, with Landmark receiving all such rents and income attributable Rent up to the period up to but not Closing Date and PRLP receiving all Rent after and including the Closing Date. Transferee Uncollected Rent in respect of periods ending prior to the Closing Date shall not be entitled prorated and, to all the extent payable for the period prior to the Closing, shall remain the property of Landmark, and PRLP agrees to collect and accept such rents uncollected Rent in the ordinary course of its operation of the Property as trustee for Landmark and income attributable to forward such Rent to Landmark upon receipt thereof, if ever. PRLP shall apply Rent from Tenants that are collected after the Closing first to Rents and/or other fees or amounts which are then currently due to PRLP by such Tenants after the Closing, and second to Rents which were due to the Project Companies, before the Closing. PRLP shall receive a credit at Closing for any prepaid Rents for the period on and after the Closing Date. Except To the extent that any of the rental abatements with respect to percentage rents the Xxxxxxx Property and Grosse Pointe Property set forth on Schedule 10.3 shall continue from and after the Closing Date, PRLP shall also receive a credit at Closing for such rental abatements, in the amounts set forth on Schedule 10.3. PRLP will make reasonable efforts, without suit, to collect any Rents and other charges applicable to the period before the Closing including sending to Tenants bills for the payment of past due Rents following the Closing Date, provided that accurate records of amounts due by each Tenant are provided to PRLP prior to or within fifteen (which 15) days following the Closing Date, and provided that in no event will PRLP have liability to Landmark for any amount of past due Rents that are not actually received by PRLP. Landmark shall be prorated as provided below), such rents and income not collected pursue collection of any Rents that were past due as of the Closing Date shall not be prorated at the time of Closing. With respect to percentage rent due from any Tenant, Transferee and Transferor agree that at Closing, estimated percentage rent shall be prorated for the calendar year in which the Closing occurs (even though the same may not have been collected as of the Closing) based upon the amount of percentage rent due from such Tenant for the calendar year immediately prior to the calendar year in which the Closing occurs. After Closing, Transferee shall use good faith, commercially reasonable efforts for a period not less than six (6) months to collect any rents not collected as of the Closing Date on Transferor’s behalf and to tender the same to Transferor upon receipt (which obligation of Transferee shall survive the Closing and not be merged therein); provided, however, that all rents collected by Transferee on or after the Closing Date shall first be applied to all costs of collection and all amounts due under the Leases at the time of collection (i.e., current rents and sums due Transferee as the current owner and landlord) with the balance (if any) payable to Transferor, but only to the extent of amounts delinquent and actually due Transferor. Transferor agrees that the invoicing of delinquent Tenants on a monthly basis shall constitute good faith, commercially reasonable efforts and Transferee shall not be obligated to enforce its rights under the Leases, or threaten such enforcement, or to bring any proceedings in a court of law or equity. Transferee shall not have an exclusive right to collect the sums due Transferor under the Leases, and Transferor hereby retains its rights to pursue any Tenant under the Leases for sums due Transferor for periods attributable to Transferor’s ownership of the Properties (including, without limitation, any percentage rent that may be due with respect to any period of time prior to Closing, regardless of when the same is to be paid to the owner of the applicable Property pursuant to the terms of the applicable Lease); provided, however, that Transferor (a) shall be required to notify Transferee in writing of its intention to commence or pursue such legal proceedings; (b) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after Closing and shall commence such proceeding, if at all, prior to the first (1st) anniversary of the Closing Date; and (c) shall not be permitted to commence or pursue any legal proceedings against any Tenant seeking eviction of such Tenant or the termination of the underlying Lease. The terms of the immediately preceding sentence shall survive the Closing and not be merged therein.

Collected Rent. All collected rents The Company shall receive a credit for any rent and other income (if any), other than “Operating Expense Pass-Throughs” (as hereinafter definedand any applicable state or local tax on rent) shall be prorated between Transferor and Transferee as of 12:01 a.m. on under Leases collected by YSI LP or the applicable Affiliate Owner before Closing Date. Transferor shall be entitled to all such rents and income attributable to the period up to but not including the Closing Date. Transferee shall be entitled to all such rents and income attributable that applies to any period on after Closing. Uncollected rent, including percentage rent and after the Closing Date. Except with respect to percentage rents (which shall be prorated as provided below)other uncollected income, such rents and income not collected as of the Closing Date shall not be prorated at the time of Closing. With respect to percentage rent due from any Tenant, Transferee and Transferor agree that at Closing, estimated percentage rent shall be prorated for the calendar year in which the Closing occurs (even though the same may not have been collected as of the Closing) based upon the amount of percentage rent due from such Tenant for the calendar year immediately prior to the calendar year in which the Closing occurs. After Closing, Transferee the Company shall use good faithapply all rent and income collected by Property Manager from a tenant, commercially reasonable efforts for first to such tenant’s current obligations to the Company and then to arrearages in the reverse order in which they were due, remitting to YSI LP or the applicable Affiliate Owner, after deducting collection costs, any rent, including any percentage rent, properly allocable to the period prior to Closing. From and after Closing the Company shall cause Property Manager to xxxx and attempt to collect such rent arrearages in the ordinary course of business and shall be obligated to engage a period not less than six (6) months collection agency, take legal action to collect any rents not collected as rent arrearages, including, without limitation, removal of the Closing Date on Transferortenant’s behalf property from any Location and to tender the same to Transferor upon receipt (which obligation dispose of Transferee shall survive the Closing and not be merged therein)such property by auction proceedings or other proceedings permitted by law; provided, however, that all rents collected (i) no such action shall be taken by Transferee on the Property Manager or the Company against any tenant who is current under its Lease with respect to amounts owed to the Company after the Initial Closing Date shall first be applied or the Second Closing Date, as applicable (including after applying amounts received from such tenants after Closing pursuant to all costs of collection and all amounts due under the Leases at the time of collection (i.e., current rents and sums due Transferee as the current owner and landlordthis Section) with the balance (if any) payable to Transferor, but only to the extent of amounts delinquent and actually due Transferor. Transferor agrees that the invoicing of delinquent Tenants on a monthly basis shall constitute good faith, commercially reasonable efforts and Transferee shall not be obligated to enforce its rights under the Leases, or threaten unless such enforcement, or to bring any proceedings in a court of law or equity. Transferee shall not have an exclusive right to collect the sums due Transferor under the Leases, and Transferor hereby retains its rights to pursue any Tenant under the Leases for sums due Transferor for periods attributable to Transferortenant owes more than one month’s ownership of the Properties (including, without limitation, any percentage rent that may be past due with respect to any period of time prior to Closingpre-Closing obligations; and (ii) Operator LP (or YSI LP or Affiliate Owners, regardless of when the same is to be paid to the owner of the applicable Property pursuant to the terms of the applicable Lease); provided, however, that Transferor (aas applicable) shall be required to notify Transferee pay all third-party, out-of-pocket expenses incurred in writing of its intention to commence or pursue connection with such legal proceedings; enforcement actions. Except as provided above and for (bx) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after Closing and shall commence such proceeding, if at all, claims against tenants that have been evicted prior to the first Closing, or (1sty) anniversary of the Closing Date; and (c) pre-petition claims against any tenant that has filed for protection under any bankruptcy laws, YSI LP or Affiliate Owners shall not be permitted have the right to commence seek collection of any rents or pursue other income applicable to any legal proceedings against any Tenant seeking eviction period before the Closing. This collection obligation of such Tenant or the termination of the underlying Lease. The terms of the immediately preceding sentence Property Manager shall survive the Closing and not be merged thereinClosing.

Collected Rent. All collected rents At Closing, any Rent and other income (if any), other than “Operating Expense Pass-Throughs” (as hereinafter defined) under Leases collected by 77 WWLP before Closing that applies to any period after Closing shall be prorated between Transferor and Transferee as of 12:01 a.m. on so that the Closing Date. Transferor LLC shall be entitled to all such rents and income attributable receive a credit in the amount equal to the product of such Rent and other income and a fraction, the numerator of which is the number of days in the period up to but not including the Closing Date. Transferee shall be entitled to all covered by such rents and income attributable to any period on payment from and after the day of Closing Dateand the denominator of which is the total number of days in the period covered by such payment. Except with respect to percentage rents (which shall be prorated as provided below), such rents Uncollected rent and other uncollected income not collected as of the Closing Date shall not be prorated at the time of Closing. With respect to percentage rent due from any Tenant, Transferee and Transferor agree that at Closing, estimated percentage rent shall be prorated for the calendar year in which the Closing occurs (even though the same may not have been collected as of the Closing) based upon the amount of percentage rent due from such Tenant for the calendar year immediately prior to the calendar year in which the Closing occurs. After Closing, Transferee 77 WWLP and OTR shall cause the LLC to apply all rent and income collected by the LLC from a tenant, whether through a normal collection effort, litigation, or otherwise, first to such tenant's current monthly rental and then to arrearages in the reverse order in which they were due, remitting to 77 WWLP, after deducting collection costs, any balance properly allocable to 77 WWLP's period of ownership. 77 WWLP and OTR shall authorize, empower and direct the LLC to xxxx and use good faith, commercially reasonable efforts to collect such rent arrearages in the ordinary course of business, but the LLC need not engage a collection agency or take legal action to collect any rent arrearages. 77 WWLP shall not have the right to seek collection of any rents or other income applicable to any period before the Closing, except that 77 WWLP may use collection efforts against Cafe Baci that do not involve litigation or interference with Cafe Baci's possession of the space currently leased to it at the Property. Except as otherwise provided in this Section 6.1(b), any Rents or other income received by 77 WWLP after Closing which are owed to the LLC shall be held in trust and remitted to the LLC promptly after receipt for allocation and disbursement as provided in this Section 6.1. Any Rents or settlement amounts received by 77 WWLP or the LLC from Cafe Baci for a period not less than six (6) months to collect any rents not collected as of the Closing Date on Transferor’s behalf and to tender the same to Transferor upon receipt (which obligation of Transferee shall survive the Closing and not be merged therein); provided, however, that all rents collected by Transferee on or after the Closing Date shall first be applied to all costs of collection and all amounts due under the Leases at the time of collection (i.e., current rents and sums due Transferee as the current owner and landlord) with the balance (if any) payable to Transferor, but only to the extent of amounts delinquent and actually due Transferor. Transferor agrees that the invoicing of delinquent Tenants on a monthly basis shall constitute good faith, commercially reasonable efforts and Transferee shall not be obligated to enforce its rights under the Leases, or threaten such enforcement, or to bring any proceedings in a court of law or equity. Transferee shall not have an exclusive right to collect the sums due Transferor under the Leases, and Transferor hereby retains its rights to pursue any Tenant under the Leases for sums due Transferor for periods attributable to Transferor’s ownership of the Properties (including, without limitation, any percentage rent that may be due with respect to any period of time prior to Closing, regardless of when the same is Closing belong to be paid to the owner of the applicable Property pursuant to the terms of the applicable Lease); provided, however, that Transferor (a) shall be required to notify Transferee in writing of its intention to commence or pursue such legal proceedings; (b) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after Closing and shall commence such proceeding, if at all, prior to the first (1st) anniversary of the Closing Date; and (c) shall not be permitted to commence or pursue any legal proceedings against any Tenant seeking eviction of such Tenant or the termination of the underlying Lease. The terms of the immediately preceding sentence shall survive the Closing and not be merged therein77 WWLP.

Collected Rent. All collected rents rent and other collected income (and any applicable state or local tax on rent) under Leases in effect on the Closing Date shall be prorated. Seller shall be charged with any rent and other income (collected by Seller before Closing but applicable to any period of time after Closing. Uncollected rent and other income shall not be prorated. Purchaser shall apply rent and other income from tenants that are collected after the Closing first to the obligations then owing to Purchaser for its period of ownership and to costs of collection, remitting the balance, if any), other than “Operating Expense Pass-Throughs” (as hereinafter defined) to Seller. Any prepaid rents for the period following the Closing Date shall be prorated between Transferor and Transferee as of 12:01 a.m. on paid over by Seller to Purchaser. Purchaser will make reasonable efforts, without suit, to collect any rents applicable to the period before the Closing Date. Transferor shall be entitled to all such rents and income attributable to the period up to but not including the Closing Date. Transferee shall be entitled to all such rents and income attributable Seller may pursue collection as to any period on and after the Closing Date. Except with respect to percentage rents (which shall be prorated as provided below), such rents and income rent not collected as of by Purchaser within 6 months following the Closing Date provided that Seller shall not be prorated have no right to pursue collection efforts against any tenant while in occupancy of an apartment at the time of ClosingProperty. With respect to percentage In the event that any tenant pays its rent due from any Tenantvia an ACH or other automatic debit system, Transferee and Transferor agree that Seller shall cancel such automatic payments at Closing, estimated percentage rent shall be prorated for the calendar year in which the Closing occurs (even though the same may not have been collected as of the Closing) based upon the amount of percentage rent due from such Tenant for the calendar year immediately prior to the calendar year in which the Closing occurs. After Closing, Transferee shall use good faith, commercially reasonable efforts for a period not less than six (6) months to collect any rents not collected as of the Closing Date on Transferor’s behalf and to tender the same to Transferor upon receipt (which obligation of Transferee shall survive the Closing and not be merged therein); provided, however, in the event that all rents collected by Transferee on or an automatic rent payment is erroneously forwarded to Seller after the Closing Date Closing, Seller, shall first be applied remit such payment to all costs of collection and all amounts due under the Leases at the time of collection (i.e.Purchaser in accordance with Section 6.2 6.1.3 Common Meter Utilities. Expenses related to common metered utilities, current rents and sums due Transferee as the current owner and landlord) with the balance (if any) payable to Transferorincluding water, but only to the extent of amounts delinquent and actually due Transferor. Transferor agrees that the invoicing of delinquent Tenants on a monthly basis shall constitute good faithsewer, commercially reasonable efforts and Transferee shall not be obligated to enforce its rights under the Leases, or threaten such enforcement, or to bring any proceedings in a court of law or equity. Transferee shall not have an exclusive right to collect the sums due Transferor under the Leaseselectric, and Transferor hereby retains its rights to pursue any Tenant under gas, based upon the Leases for sums due Transferor for periods attributable to Transferor’s ownership last reading of the Properties (including, without limitation, any percentage rent that may be due with respect to any period of time prior to Closing, regardless of when the same is to be paid to the owner of the applicable Property pursuant to the terms of the applicable Lease); provided, however, that Transferor (a) shall be required to notify Transferee in writing of its intention to commence or pursue such legal proceedings; (b) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after Closing and shall commence such proceeding, if at all, meters prior to the first (1st) anniversary of Closing shall be prorated. Seller shall endeavor to obtain meter readings on the day before the Closing Date; , and (c) if such readings are obtained, there shall not be permitted to commence or pursue any legal proceedings against any Tenant seeking eviction no proration of such Tenant items. Seller shall pay, or cause to be paid, at Closing the termination bills therefor for the period to the day preceding the Closing, and Purchaser shall pay the bills therefor for the period subsequent thereto. If the utility company will not issue separate bills, Purchaser will receive a credit against the Purchase Price for Seller’s portion and will pay the entire xxxx prior to delinquency after Closing. If Seller has paid any utilities no more than 30 days in advance in the ordinary course of the underlying Lease. The terms business, then Purchaser shall be charged its portion of the immediately preceding sentence shall survive the Closing and not be merged thereinsuch payment at Closing.

Collected Rent. All collected rents and other income (if any), other than “Operating Expense Pass-Throughs” (as hereinafter defined) shall be prorated between Transferor and Transferee as of 12:01 a.m. on the Closing Date. Transferor shall be entitled to all such rents and income attributable to the period up to but not including the Closing Date. Transferee shall be entitled to all such rents and income attributable to any period on and after the Closing Date. Except with respect to percentage rents (which shall be prorated as provided below), such rents and income not collected as of the Closing Date shall not be prorated at the time of Closing. With respect to percentage rent due from any Tenant, Transferee and Transferor agree that at Closing, estimated percentage rent shall be prorated for the calendar year in which the Closing occurs (even though the same may not have been collected as of the Closing) based upon the amount of percentage rent due from such Tenant for the calendar year immediately prior to the calendar year in which the Closing occurs. After Closing, Transferee shall use good faith, commercially reasonable efforts for a period not less than six (6) months to collect any rents not collected as of the Closing Date on Transferor’s behalf and to tender the same to Transferor upon receipt (which obligation of Transferee shall survive the Closing and not be merged therein); provided, however, that all rents collected by Transferee on or after the Closing Date shall first be applied to all costs of collection and all amounts due under the Leases at the time of collection (i.e., current rents and sums due Transferee as the current owner and landlord) with the balance (if any) payable to Transferor, but only to the extent of amounts delinquent and actually due Transferor. Transferor agrees that the invoicing of delinquent Tenants on a monthly basis shall constitute good faith, commercially reasonable efforts and Transferee shall not be obligated to enforce its rights under the Leases, or threaten such enforcement, or to bring any proceedings in a court of law or equity. Transferee shall not have an exclusive right to collect the sums due Transferor under the Leases, and Transferor hereby retains its rights to pursue any Tenant under the Leases for sums due Transferor for periods attributable to Transferor’s ownership of the Properties (including, without limitation, all base rents, additional rents and retroactive rents, and expressly excluding tenant reimbursements for Operating Costs, as hereinafter defined) and all other income (and any percentage rent applicable state or local tax on rent) (hereinafter collectively referred to as “Rents”) collected under Leases in effect on the Closing Date shall be prorated as of the Close of Escrow. Uncollected Rent shall not be prorated and, to the extent payable for the period prior to the Close of Escrow, shall be attributable to Seller. Buyer shall apply Rent from tenants that may are collected after the Close of Escrow first to Rents which are due to Buyer after the Close of Escrow, then to rents attributable to the month in which the Close of Escrow occurs and lastly to Rents which were due to Seller prior to the Close of Escrow. Any prepaid Rents for the period following the Closing Date shall be due with respect paid over by Seller to any Buyer. Buyer will invoice tenants for a period of time prior to Closing, regardless of when the same is to be paid to the owner of the applicable Property pursuant to the terms of the applicable Lease); provided, however, that Transferor (a) shall be required to notify Transferee in writing of its intention to commence or pursue such legal proceedings; (b) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after Closing following the Close of Escrow (and shall commence such proceeding, if at all, prior not be required to take any other action (including without limitation any action to institute legal proceedings or eviction or threaten to institute legal proceedings or eviction)) for any Rents applicable to the first (1st) anniversary period before the Close of Escrow including, without limitation, sending to tenants bills for the payment of past due Rents. In addition to the foregoing, Seller may not pursue collection of any Rents that were past due as of the Closing Date; and , which means, among other things, that Seller shall have no right to (cor to threaten to) terminate any Lease or disturb or terminate any tenant’s occupancy under any Lease in connection therewith. In addition, Buyer shall not receive a credit towards the Purchase Price for any free-rent periods under any new Leases or Lease Amendments entered into after the Effective Date in accordance with this Agreement, but shall be permitted entitled to commence or pursue any legal proceedings against any Tenant seeking eviction a credit for free rental periods in existence after the Close of such Tenant or the termination of the underlying LeaseEscrow under existing Leases signed by Seller. The terms provisions of the immediately preceding sentence this Section shall survive the Closing and not be merged thereindelivery of the Deed through September 30, 2017.

Collected Rent. All collected rent (including, without limitation, all base rents, additional rents and retroactive rents) and all other income (if any), other than and any applicable state or local tax on rent) (hereinafter collectively referred to as “Operating Expense Pass-Throughs” (as hereinafter definedRents”) shall be prorated between Transferor and Transferee as of 12:01 a.m. collected under Leases in effect on the Closing Date. Transferor shall be entitled to all such rents and income attributable to the period up to but not including the Closing Date. Transferee shall be entitled to all such rents and income attributable to any period on and after the Closing Date. Except with respect to percentage rents (which shall be prorated as provided below), such rents and income not collected as of the Closing Date shall not be prorated at based on the time actual number of Closing. With respect to percentage rent due from any Tenant, Transferee and Transferor agree that at Closing, estimated percentage rent shall be prorated for days in the calendar year month in which the Closing occurs (even though the same or other period for which such Rent may not have been collected as of the Closing) based upon the amount of percentage rent due from such Tenant for the calendar year immediately prior to the calendar year in which the Closing occursbe paid). After Closing, Transferee Uncollected Rent shall use good faith, commercially reasonable efforts for a period not less than six (6) months to collect any rents not collected as of the Closing Date on Transferor’s behalf and to tender the same to Transferor upon receipt (which obligation of Transferee shall survive the Closing and not be merged therein); provided, however, prorated. Buyers shall apply Rent from tenants that all rents are collected by Transferee on or after the Closing Date shall first be applied to all costs of collection and all amounts due under the Leases at the time of collection (i.e.Rents then currently owing to Buyers, current rents and sums due Transferee as the current owner and landlord) with the balance (if any) payable second to Transferor, but only Rents attributable to the extent month in which Closing occurs, and third attributable to the period prior to the Adjustment Time. If applicable, for a period of amounts delinquent and actually due Transferor. Transferor agrees that six (6) months after the invoicing of delinquent Tenants on a monthly basis shall constitute good faithClosing Date, commercially Buyers will make reasonable efforts to request and Transferee shall not be obligated to enforce its rights under the Leasesinvoice any past due Rent, without suit or threaten expending any funds or taking any action against such enforcementtenant, or to bring any proceedings in a court of law or equity. Transferee shall not have an exclusive right to collect any Rents applicable to the sums due Transferor under period before the LeasesClosing Date and will transfer the same to Sellers, and Transferor hereby retains its rights net of any recovery costs incurred by Buyers, subject to pursue any Tenant under the Leases for sums due Transferor for periods attributable to Transferor’s ownership of the Properties (including, without limitation, any percentage rent that may be due adjustments with respect to any past due Rent as set forth herein. In the event Sellers receive any Rent payments after the Closing Date and such payments are properly due to the Buyers, then Sellers shall promptly remit all such payments to Buyers within five (5) Business Days of receipt of the same. Buyers’ and Sellers’ obligations under the preceding sentences shall not be subject to any survival period limitations or other liability limitations set forth herein. For a period of time prior up to Closing, regardless of when the same is to be paid to the owner of the applicable Property pursuant to the terms of the applicable Lease); provided, however, that Transferor six (a) shall be required to notify Transferee in writing of its intention to commence or pursue such legal proceedings; (b) shall only be permitted to commence or pursue any legal proceedings after the date which is three (36) months after the Closing and shall commence such proceedingDate, if at all, prior to the first (1st) anniversary Sellers may pursue collection of any Rents that were past due as of the Closing Date; , provided that, with respect to any tenant currently in occupancy at any Property, Sellers shall have no right to terminate any Lease, institute a suit for collection, distrain for Rents, or otherwise disturb any tenant’s occupancy under any Lease in connection therewith. Buyer shall receive a credit for all leasing commissions or tenant improvements or allowances to become due under, or arising out of, the Leases including with respect to any renewal or option terms, which would be payable in and applicable to the period from and after Closing, and Seller shall be responsible for the same. In furtherance of the foregoing, Buyer shall receive credits at Closing in the amounts of (i) THREE HUNDRED TWENTY ONE THOUSAND FOUR HUNDRED FIFTY FOUR AND NO/100 DOLLARS ($321,454.00) relating to the tenant extension allowance due on or about June 2018 for the benefit of Pharmaceutical Product Development, Inc. (“PPD”) as a current tenant at the Real Property located at 0000 XxXxxxxxx Xxxxxxx, Morrisville, North Carolina (“0000 XxXxxxxxx Xxxxxxx”) and (cii) ONE HUNDRED FORTY THOUSAND AND NO/100 DOLLARS ($140,000.00) relating to the outstanding HVAC tenant allowance for the benefit of Peak 10, Inc. at 0000 XxXxxxxxx Xxxxxxx. Notwithstanding the foregoing, the aforementioned HVAC tenant allowance credit shall not be permitted to commence applied if the PPD Tenant Estoppel Certificate or pursue any legal proceedings against any Tenant seeking eviction of Landlord Estoppel Certificate, as applicable, includes a statement that such Tenant or the termination of the underlying Lease. The terms of the immediately preceding sentence shall survive the Closing HVAC tenant allowance has been fully paid and not be merged thereinused by PPD.

Collected Rent. All collected rent (including, without limitation, all base rents, additional rents and other income (if any)retroactive rents, other than “and expressly excluding tenant reimbursements for Operating Expense Pass-Throughs” (Costs, as hereinafter defined) and all other income (and any applicable state or local tax on rent) (hereinafter collectively referred to as “Rents”) collected under Leases in effect on the Closing Date in respect of the month (or other applicable collection period) in which the Closing Date occurs (the “Current Month”), shall be prorated between Transferor and Transferee as on a per diem basis based upon the number of 12:01 a.m. on days in the Current Month prior to the Closing Date. Transferor shall be entitled to all such rents Date and income attributable to the period up to but not including number of days in the Closing Date. Transferee shall be entitled to all such rents and income attributable to any period Current Month on and after the Closing Date. Except with respect to percentage rents (which shall be prorated as provided below), such rents and income not collected as of the Closing Date Uncollected Rent shall not be prorated at and, to the time of Closing. With respect to percentage rent due from any Tenant, Transferee and Transferor agree that at Closing, estimated percentage rent shall be prorated extent payable for the calendar year period prior to the Close of Escrow, shall remain the property of Seller. Buyer shall apply Rent from tenants that are collected after the Close of Escrow as follows: (a) First, to Seller and Buyer, in which an amount equal to all Rent owing by such tenant to the Closing occurs (even though the same may not have been collected as Property Owners and Buyer in respect of the Closing) Current Month on a per diem basis based upon the amount number of percentage rent due from such Tenant for days in the calendar year immediately Current Month prior to the calendar year Closing Date and the number of days in the Current Month on and after the Closing Date, which shall be allocated as set forth above in this Section 10; (b) Next, to Buyer in an amount equal to all Rents owing by such tenant for the period after the Current Month through the end of the month in which such amount is collected; and; (c) Next, after Rents for all current periods have been paid in full, to Seller, in payment of fixed rents owed by such tenant to the Property Owners for the period prior to the Current Month. Buyer will make reasonable efforts, without suit, to collect any Rents applicable to the period before the Close of Escrow including, without limitation, sending to tenants bills for the payment of past due Rents during the first six (6) month period following the Closing occursDate. After ClosingIf Buyer incurs third-party costs in connection with the collection of past due Rents, Transferee Buyer may subtract a pro rata share of third-party costs actually incurred by Buyer in connection therewith. Rents collected by Buyer and/or Property Owners after the Closing Date to which Seller is entitled shall use good faith, commercially reasonable efforts for a period not less than be paid to Seller within thirty (30) days after receipt thereof by Buyer and/or Property Owners. From and after the date which is six (6) months to collect after the Closing Date, Seller may pursue collection of any rents not collected Rents that were past due as of the Closing Date on Transferor’s behalf and to tender the same to Transferor upon receipt (which obligation of Transferee Date, provided that Seller shall survive the Closing and not be merged therein); provided, however, that all rents collected by Transferee on or after the Closing Date shall first be applied to all costs of collection and all amounts due under the Leases at the time of collection (i.e., current rents and sums due Transferee as the current owner and landlord) with the balance (if any) payable to Transferor, but only to the extent of amounts delinquent and actually due Transferor. Transferor agrees that the invoicing of delinquent Tenants on a monthly basis shall constitute good faith, commercially reasonable efforts and Transferee shall not be obligated to enforce its rights under the Leases, or threaten such enforcement, or to bring any proceedings in a court of law or equity. Transferee shall not have an exclusive no right to collect the sums due Transferor terminate any Lease or any tenant’s occupancy under the Leases, and Transferor hereby retains its rights to pursue any Tenant under the Leases for sums due Transferor for periods attributable to Transferor’s ownership of the Properties (including, without limitation, any percentage rent that may be due with respect to any period of time prior to Closing, regardless of when the same is to be paid to the owner of the applicable Property pursuant to the terms of the applicable Lease); provided, however, that Transferor (a) shall be required to notify Transferee Lease in writing of its intention to commence or pursue such legal proceedings; (b) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after Closing and shall commence such proceeding, if at all, prior to the first (1st) anniversary of the Closing Date; and (c) shall not be permitted to commence or pursue any legal proceedings against any Tenant seeking eviction of such Tenant or the termination of the underlying Lease. The terms of the immediately preceding sentence shall survive the Closing and not be merged thereinconnection therewith.

Collected Rent. All collected rents and other income (if any), other than “Operating Expense Pass-Throughs” (as hereinafter defined) shall be prorated between Transferor and Transferee as of 12:01 a.m. on the Closing Date. Transferor shall be entitled to all such rents and income attributable to the period up to but not including the Closing Date. Transferee shall be entitled to all such rents and income attributable to any period on and after the Closing Date. Except with respect to percentage rents (which shall be prorated as provided below), such rents and income not collected as of the Closing Date shall not be prorated at the time of Closing. With respect to percentage rent due from any Tenant, Transferee and Transferor agree that at Closing, estimated percentage rent shall be prorated for the calendar year in which the Closing occurs (even though the same may not have been collected as of the Closing) based upon the amount of percentage rent due from such Tenant for the calendar year immediately prior to the calendar year in which the Closing occurs. After Closing, Transferee shall use good faith, commercially reasonable efforts for a period not less than six (6) months to collect any rents not collected as of the Closing Date on Transferor’s behalf and to tender the same to Transferor upon receipt (which obligation of Transferee shall survive the Closing and not be merged therein); provided, however, that all rents collected by Transferee on or after the Closing Date shall first be applied to all costs of collection and all amounts due under the Leases at the time of collection (i.e., current rents and sums due Transferee as the current owner and landlord) with the balance (if any) payable to Transferor, but only to the extent of amounts delinquent and actually due Transferor. Transferor agrees that the invoicing of delinquent Tenants on a monthly basis shall constitute good faith, commercially reasonable efforts and Transferee shall not be obligated to enforce its rights under the Leases, or threaten such enforcement, or to bring any proceedings in a court of law or equity. Transferee shall not have an exclusive right to collect the sums due Transferor under the Leases, and Transferor hereby retains its rights to pursue any Tenant under the Leases for sums due Transferor for periods attributable to Transferor’s ownership of the Properties (including, without limitation, all base rents, additional rents and retroactive rents, and expressly including tenant reimbursements for Operating Costs, as hereinafter defined) and all other income (and any percentage rent that may applicable state or local tax on rent) (hereinafter collectively referred to as “Rents”) collected under Leases in effect on the Closing Date shall be due with respect to any period prorated as of time prior to Closingthe Close of Escrow. Uncollected Rent shall not be prorated and, regardless of when the same is to be paid to the owner of extent payable for the applicable Property pursuant to the terms of the applicable Lease); provided, however, that Transferor (a) shall be required to notify Transferee in writing of its intention to commence or pursue such legal proceedings; (b) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after Closing and shall commence such proceeding, if at all, period prior to the Close of Escrow, shall remain the property of Seller. Any amounts received by Buyer after Closing from any party owing Rents shall first be applied to Buyer’s reasonable collection costs (1stincluding reasonable Attorneys’ Fees and costs but excluding compensation for services of Buyer or its employees or agents), then to accrued obligations of the tenant due after Close of Escrow, then to any rent due for the month of Closing (with Buyer and Seller each receiving their prorated share), and then to accrued obligations due prior to Close of Escrow. Any prepaid Rents for the period following the Closing Date shall be paid over by Seller to Buyer. In the event that Seller receives any rent after Closing that is applicable to the period after Closing, Seller will promptly remit Buyer’s share of all such amounts to Buyer. Buyer will make reasonable efforts, without suit, to collect any Rents applicable to the period before the Close of Escrow including, without limitation, sending to tenants bills for the payment of past due Rents during the first twelve (12) anniversary month period following the Closing Date. Buyer shall not be obligated to evict any tenant or to file suit to collect any Rents. Seller may pursue collection of any Rents that were past due as of the Closing Date; and (c) , provided that Seller shall not be permitted have no right to commence terminate any Lease or pursue any legal proceedings against tenant’s occupancy under any Tenant seeking eviction of such Tenant or the termination of the underlying Lease. The terms of the immediately preceding sentence shall survive the Closing and not be merged thereinLease in connection therewith.