Common use of Collection of Rents Clause in Contracts

Collection of Rents. 7.10.1 Purchaser shall use reasonable efforts to collect the Fixed and Other Tenant Charge Arrearages, Adjustable Tenant Charges, Sales Based Tenant Charges and other Rents which are payable with respect to the Applicable Closing Fiscal Period and any prior fiscal period for a period of six (6) months after Closing, but Purchaser shall not be required to retain a collection agency, commence litigation or file proofs of claim or commence an adversary proceeding in a bankruptcy case, or terminate Leases or the REA in connection with such collection efforts. Purchaser shall not waive or settle any claims for any such amounts in whole or in part to the extent such amounts, if collected, would be payable to Seller hereunder other than in accordance with the policies of Purchaser from time to time as to Rent delinquencies generally. Collection costs shall be charged against amounts collected and charged to the parties hereto in the proportion in which each is entitled to the proceeds of such collection. Purchaser shall provide to Seller semi-annual reports after Closing with respect to the collection by Purchaser after Closing of any such amounts which are payable with respect to the Applicable Closing Fiscal Period and any prior fiscal year. 7.10.2 Seller shall have the right to seek collection of any Fixed and Other Tenant Charge Arrearages owed to it and not collected by or on behalf of it within six months following the Closing Date; provided, however, that in seeking to collect any such Fixed and Other Tenant Charge Arrearages, Seller shall not be entitled to terminate any Lease or either of the REA or otherwise seek any remedy which could materially affect or impact the Property or the ownership or operation thereof other than a money judgment against the delinquent Party. Purchaser shall not be required to join in any such actions or proceedings commenced by Seller unless the provisions of any law, rule or regulation at the time in effect shall require that such actions or proceedings be brought by and/or in the name of Purchaser, in which event Purchaser shall join and cooperate in such actions or proceedings or permit the same to be brought by Seller in Purchaser's name but Seller shall pay all costs and expenses relating thereto, including Purchaser's reasonable legal fees in reviewing pleadings and other materials filed in connection with such litigation. 7.10.3 Notwithstanding anything to the contrary contained herein, Purchaser shall have the right at any time on or after the Closing, and whether or not its joinder shall be required as a matter of law, to join in, or to be substituted for Seller in, any proceedings for the eviction of Tenants and/or the collection of Rent which may have been instituted by Seller either prior to or after the Closing, if the Tenant in question is still in possession of the premises covered by its Lease and if, in connection therewith, Purchaser intends to seek eviction of such Tenant, cancellation of the Lease or repossession of the premises. If Purchaser joins in, or is substituted for Seller as plaintiff in any such litigation, Purchaser shall, thereafter, assume sole liability for all costs and expenses of such litigation, including legal fees and expenses, as may thereafter be incurred (except as provided below) and shall thereafter control all aspects of such proceedings, except that Purchaser shall not be entitled to waive, reduce or otherwise compromise any claims for Rent relating to any period prior to Closing other than in accordance with the policies of Purchaser from time to time as to Rent deficiencies generally. Seller in any event may, at its option, continue to participate in such litigation. In any event, Seller shall reimburse Purchaser for a pro rata portion of its costs and expenses of such collection in proportion to, but in no event in an amount greater than, the amount, if any, actually received by Seller after Closing as a result of such proceedings; provided, however, Seller shall be entitled to a credit for legal fees and expenses incurred by Seller prior to the intervention by Purchaser in connection with the proceedings previously instituted by Seller in connection with such collection efforts.

Collection of Rents. 7.10.1 Purchaser shall use reasonable efforts to collect the Fixed and Other Tenant Charge Arrearages, Adjustable Tenant Charges, Sales Based Tenant Charges and other Rents which are payable with respect to the Applicable Closing Fiscal Period and any prior fiscal period for a period of six (6a) months after Closing, but Purchaser shall not be required to retain a collection agency, commence litigation or file proofs of claim or commence an adversary proceeding in a bankruptcy case, or terminate Leases or the REA in connection with such collection efforts. Purchaser shall not waive or settle any claims for any such amounts in whole or in part to the extent such amounts, if collected, would be payable to Seller hereunder other than in accordance with the policies of Purchaser from time to time as to Rent delinquencies generally. Collection costs shall be charged against amounts collected and charged to the parties hereto in the proportion in which each is entitled to the proceeds of such collection. Purchaser shall provide to Seller semi-annual reports after Closing with respect to the collection by Purchaser after Closing of any such amounts which are payable with respect to the Applicable Closing Fiscal Period and any prior fiscal year. 7.10.2 Seller Sellers shall have the right to seek collection of any Fixed and Other Tenant Charge Arrearages owed to it and not collected by or on behalf of it within six (6) months following the Closing Date; provided, however, that in seeking to collect any such Fixed and Other Tenant Charge Arrearages, Seller Sellers shall not be entitled to terminate any Lease or either of the REA or otherwise seek any remedy which could materially affect or impact the Property or the ownership or operation thereof other than a money judgment against the delinquent PartyTenant. Purchaser shall not be required to join in any such actions or proceedings commenced by Seller Sellers unless the provisions of any law, rule or regulation at the time in effect shall require that such actions or proceedings be brought by and/or in the name of Purchaser, in which event Purchaser shall join and cooperate in such actions or proceedings or permit the same to be brought by Seller Sellers in Purchaser's ’s name but Seller Sellers shall pay all costs and expenses relating thereto, including without limitation Purchaser's ’s reasonable legal fees in reviewing pleadings and other materials filed in connection with such litigation. 7.10.3 (b) Notwithstanding anything to the contrary contained herein, Purchaser shall have the right at any time on or after the Closing, and whether or not its joinder shall be required as a matter of law, to join in, or to be substituted for any Seller in, any proceedings for the eviction of Tenants and/or the collection of Rent which may have been instituted by any Seller either prior to or after the Closing, if the Tenant in question is still in possession of the premises covered by its Lease and if, in connection therewith, Purchaser intends to seek eviction of such Tenant, cancellation of the Lease or repossession of the premises. If Purchaser joins in, or is substituted for such Seller as plaintiff in any such litigation, Purchaser shall, thereafter, assume sole liability for all costs and expenses of such litigation, including legal fees and expenses, as may thereafter be incurred (except as provided below) and shall thereafter control all aspects of such proceedings, except that Purchaser shall not be entitled to waive, reduce or otherwise compromise any claims for Rent relating to any period prior to Closing other than in accordance with the policies of Purchaser from time to time as to Rent deficiencies generallyClosing. Such Seller in any event may, at its option, continue to participate in such litigation. In any event, such Seller shall reimburse Purchaser for a pro rata portion of its costs and expenses of such collection in proportion to, but in no event in an amount greater than, the amount, if any, actually received by such Seller after Closing as a result of such proceedings; provided, however, Seller shall be entitled to a credit for legal fees and expenses incurred by Seller prior to the intervention by Purchaser in connection with the proceedings previously instituted by Seller in connection with such collection efforts.

Collection of Rents. 7.10.1 (a) The Purchaser shall xxxx all delinquencies existing at Closing monthly and shall use commercially reasonable efforts to collect enforce and cause to be enforced the Fixed collection of all unpaid Tax and Other Tenant Charge ArrearagesOperating Expense Reimbursements, Adjustable Tenant Charges, Sales Based Tenant Charges Percentage Rents and other Rents which are payable with respect to the Applicable Closing Fiscal Period and any prior fiscal period for a period of six (6) months after Closingperiod, but the Purchaser shall not be required to retain a collection agencycommence litigation, commence litigation or file proofs of claim or commence an adversary proceeding in a bankruptcy case, case or terminate Leases or the REA in connection with such collection efforts. The Purchaser shall not waive or settle any claims for any such amounts in whole or in part to the extent such amounts, if collected, would be payable to Seller a CF Entity hereunder other than in accordance with without the policies prior written consent of Purchaser from time to time as to Rent delinquencies generallyCFCL. Collection costs Costs of collection shall be charged against amounts collected and charged to the parties hereto in the proportion in which each is entitled to the proceeds of such collection. Purchaser shall provide to Seller CFCL semi-annual reports after Closing with respect to the collection by Purchaser after Closing of any such amounts which are payable with respect to the Applicable Fiscal Closing Fiscal Period and any prior fiscal yearperiod. 7.10.2 Seller (b) CFCL shall have the right to seek collection of any Fixed and Other Tenant Charge Arrearages Rent delinquencies owed to it a CF Entity and not collected by or on behalf of it within six (6) months following the Closing Date; provided, however, that that, in seeking to collect any such Fixed and Other Tenant Charge ArrearagesRent delinquencies, Seller CFCL shall not be entitled to terminate any Lease or either of the REA or otherwise seek any remedy which that could materially adversely affect or impact the Property or the ownership or operation thereof other than a money judgment against the delinquent Partytenant. The Purchaser shall not be required to join in any such actions or proceedings commenced by Seller CFCL unless the provisions of any law, rule or regulation at the time in effect shall require that such actions or proceedings be brought by and/or in the name of the Purchaser, in which event the Purchaser shall join and cooperate in such actions or proceedings or permit the same to be brought by Seller CFCL in the Purchaser's name but Seller CFCL shall pay all costs and expenses of collection relating thereto, including including, without limitation, the Purchaser's reasonable legal fees in reviewing pleadings and other materials filed in connection with such litigation. 7.10.3 (c) Notwithstanding anything to the contrary contained herein, the Purchaser shall have the right at any time on or after the Closing, and whether or not its joinder shall be required as a matter of law, to join in, or to be substituted for Seller a CF Entity in, any proceedings for the eviction of Tenants tenants and/or the collection of Rent which may have been instituted by Seller such CF Entity either prior to or after the Closing, Closing if the Tenant tenant in question is still in possession of the premises covered by its Lease and if, in connection therewith, the Purchaser intends to seek eviction of such Tenanttenant, cancellation of the Lease or repossession of the leased premises. If the Purchaser joins in, or is substituted for Seller a CF Entity as plaintiff in any such litigation, the Purchaser shall, thereafter, assume sole liability for all costs and expenses of such litigation, including legal fees and expenses, as may thereafter be incurred (except as provided below) and shall thereafter control all aspects of such proceedings, except that the Purchaser shall not be entitled to waive, reduce or otherwise compromise any claims for Rent relating to any period prior to Closing other than in accordance with without the policies prior written consent of Purchaser from time to time as to Rent deficiencies generallyCFCL (which consent shall not be unreasonably withheld). Seller CFCL in any event may, at its option, continue to participate in such litigation. In any such event, Seller CFCL shall reimburse the Purchaser for a pro rata portion of its costs and expenses of such collection in proportion to, but in no event in an amount greater than, the amount, if any, actually received by Seller CFCL after Closing as a result of such proceedings; provided, however, Seller that CFCL shall be entitled to a credit for reasonable legal fees and expenses incurred by Seller CFCL prior to the intervention by the Purchaser in connection with the proceedings previously instituted by Seller CFCL in connection with such collection efforts.

Collection of Rents. 7.10.1 Purchaser (a) Buyer shall use reasonable efforts to collect the Fixed and Other Tenant Charge Arrearages, Adjustable Tenant Charges, Sales Based Tenant Charges and other Rents which are payable with respect to the Applicable Closing Fiscal Period and any prior fiscal period for a period of six (6) months after Closingperiod, but Purchaser Buyer shall not be required to retain a collection agency, commence litigation or file proofs of claim or commence an adversary proceeding in a bankruptcy case, or terminate Tenant Leases or the REA REAs in connection with such collection efforts. Purchaser shall not waive or settle any claims for any such amounts in whole or in part to the extent such amounts, if collected, would be payable to Seller hereunder other than in accordance with the policies of Purchaser from time to time as to Rent delinquencies generally. Collection costs shall be charged against amounts collected and charged to the parties hereto in the proportion in which each is entitled to the proceeds of such collection. Purchaser shall provide to Seller semi-annual reports after Closing with respect to the collection by Purchaser after Closing of any such amounts which are payable with respect to the Applicable Closing Fiscal Period and any prior fiscal yearcollected. 7.10.2 (b) Seller shall have the right to seek collection of any Fixed and Other Tenant Charge Arrearages owed to it and not collected by or on behalf of it within six months following the Closing Date; provided, however, that in seeking to collect any such Fixed and Other Tenant Charge Arrearages, Seller Closed Receivables. Buyer shall not be entitled to terminate any Lease or either of the REA or otherwise seek any remedy which could materially affect or impact the Property or the ownership or operation thereof other than a money judgment against the delinquent Party. Purchaser shall not be required to join in any such actions or proceedings commenced by Seller unless if and only if the provisions of any law, rule or regulation at the time in effect shall require that such actions or proceedings be brought by and/or in the name of PurchaserBuyer, in which event Purchaser Buyer shall join and cooperate in such actions or proceedings or permit the same to be brought by Seller in PurchaserBuyer's name but Seller shall pay all costs and expenses relating thereto, including Purchaserwithout limitation Buyer's reasonable legal fees in reviewing pleadings and other materials filed in connection with such litigation. 7.10.3 (c) Notwithstanding anything to the contrary contained herein, Purchaser Buyer shall have the right at any time on or after the Closing, and whether or not its joinder shall be required as a matter of law, to join in, or to be substituted for Seller in, any proceedings for the eviction of Tenants and/or the collection of Rent which may have been instituted by Seller either prior to or after the Closing, if the Tenant in question is still in possession of the premises covered by its Tenant Lease and if, in connection therewith, Purchaser Buyer intends to seek eviction of such Tenant, cancellation of the Tenant Lease or repossession of the premises. If Purchaser Buyer joins in, or is substituted for Seller as plaintiff in any such litigation, Purchaser Buyer shall, thereafter, thereafter assume sole liability for all costs and expenses of such litigation, including legal fees and expenses, as may thereafter be incurred (except as provided below) and shall thereafter control all aspects of such proceedings, except that Purchaser Buyer shall not be entitled to waive, reduce or otherwise compromise any claims for Rent relating to any period prior to Closing other than in accordance with the policies of Purchaser from time to time as to Rent deficiencies generally. Seller in any event may, at its option, continue to participate in such litigation. In any event, Seller shall reimburse Purchaser for a pro rata portion of its costs and expenses of such collection in proportion to, but in no event in an amount greater than, the amount, if any, actually received by Seller after Closing as a result of such proceedings; provided, however, Seller shall be entitled to a credit for legal fees and expenses incurred by Seller prior to the intervention by Purchaser in connection with the proceedings previously instituted by Seller in connection with such collection efforts.32

Collection of Rents. 7.10.1 (a) Purchaser shall bill xxx delinquencies existing at Closing monthly and shall use commercially reasonable efforts to collect enforce and cause to be enforced the Fixed collection of all unpaid Tax and Other Tenant Charge ArrearagesOperating Expenses Reimbursements, Adjustable Tenant Charges, Sales Based Tenant Charges Percentage Rents and other Rents which are payable with respect to the Applicable Closing Fiscal Period and any prior fiscal period for a period of six (6) months after Closingperiod, but Purchaser shall not be required to retain a collection agencycommence litigation, commence litigation or file proofs of claim or commence an adversary proceeding in a bankruptcy case, case or terminate Leases or the REA in connection with such collection efforts. Purchaser shall not waive or settle any claims for any such amounts in whole or in part to the extent such amounts, if collected, would be payable to Seller hereunder other than in accordance with without the policies prior written consent of Purchaser from time to time as to Rent delinquencies generallySeller (which consent shall not be unreasonably withheld). Collection costs Costs of collection shall be charged against amounts collected and charged to the parties hereto in the proportion in which each is entitled to the proceeds of such collection. Purchaser shall provide to Seller semi-annual reports after Closing with respect to the collection by Purchaser after Closing of any such amounts which are payable with respect to the Applicable Closing Fiscal Period and any prior fiscal yearperiod. 7.10.2 (b) Seller shall have the right to seek collection of any Fixed and Other Tenant Charge Arrearages Rent delinquencies owed to it and not collected by or on behalf of it within six (6) months following the Closing Date; provided, however, that in seeking to collect any such Fixed and Other Tenant Charge ArrearagesRent delinquencies, Seller shall not be entitled to terminate any Lease or either of the REA or otherwise seek any remedy which could materially affect or impact the Property or the ownership or operation thereof other than a money judgment against the delinquent PartyTenant. Purchaser shall not be required to join in any such actions or proceedings commenced by Seller unless the provisions of any law, rule or regulation at the time in effect shall require that such actions or proceedings be brought by and/or in the name of Purchaser, in which event Purchaser shall join and cooperate in such actions or proceedings or permit the same to be brought by Seller in Purchaser's name but Seller shall pay all costs and expenses of collection relating thereto, including without limitation Purchaser's reasonable legal fees in reviewing pleadings and other materials filed in connection with such litigation. 7.10.3 (c) Notwithstanding anything to the contrary contained herein, Purchaser shall have the right at any time on or after the Closing, and whether or not its joinder shall be required as a matter of law, to join in, or to be substituted for Seller in, any proceedings for the eviction of Tenants and/or the collection of Rent which may have been instituted by Seller either prior to or after the Closing, Closing if the Tenant in question is still in possession of the premises covered by its Lease and if, in connection therewith, Purchaser intends to seek eviction of such Tenant, cancellation of the Lease or repossession of the leased premises. If Purchaser joins in, or is substituted for Seller as plaintiff in any such litigation, Purchaser shall, thereafter, assume sole liability for all costs and expenses of such litigation, including legal fees and expenses, as may thereafter be incurred (except as provided below) and shall thereafter control all aspects of such proceedings, except that Purchaser shall not be entitled to waive, reduce or otherwise compromise any claims for Rent relating to any period prior to Closing other than in accordance with without the policies prior written consent of Purchaser from time to time as to Rent deficiencies generallySeller (which consent shall not be unreasonably withheld). Seller in any event may, at its option, continue to 25 participate in such litigation. In any event, Seller shall reimburse Purchaser for a pro rata portion of its costs and expenses of such collection in proportion to, but in no event in an amount greater than, the amount, if any, actually received by Seller after Closing as a result of such proceedings; provided, however, Seller shall be entitled to a credit for reasonable legal fees and expenses incurred by Seller prior to the intervention by Purchaser in connection with the proceedings previously instituted by Seller in connection with such collection efforts.

Collection of Rents. 7.10.1 Purchaser (a) The Partnership shall cause the Acquired Partnership to use reasonable its best efforts to collect the Fixed and Other Tenant Charge Arrearages, Adjustable Tenant Charges, Sales Based Tenant Charges and other Rents which are payable with respect to the Applicable Closing Fiscal Period and any prior fiscal period for a period of six (6) months after Closingperiod, but Purchaser the Acquired Partnership shall not be required to retain a collection agency, commence litigation or file proofs of claim or commence an adversary proceeding in a bankruptcy case, or terminate Leases or the REA either Reciprocal Easement Agreement in connection with such collection efforts. Purchaser The Partnership shall not permit the Acquired Partnership to waive -27- 29 or settle any claims for any such amounts in whole or in part to the extent such amounts, if collected, would be payable to Seller Contributor hereunder other than in accordance with the policies of Purchaser the Partnership from time to time as to Rent delinquencies generally. Collection Out-of-pocket collection costs shall be charged against amounts collected and charged to the parties hereto in the proportion in which each is entitled to the proceeds of such collection. Purchaser The Partnership shall provide to Seller Contributor semi-annual reports after Closing with respect to the collection by Purchaser the Acquired Partnership after Closing of any such amounts which are payable with respect to the Applicable Closing Fiscal Period and any prior fiscal year. 7.10.2 Seller (b) Contributor shall have the right to seek collection of any Fixed and Other Tenant Charge Arrearages owed to it and not collected by or on behalf of it within six months following the Closing Date; provided, however, that in seeking to collect any such Fixed and Other Tenant Charge Arrearages, Seller Contributor shall not be entitled to terminate any Lease or either of the REA Reciprocal Easement Agreement or otherwise seek any remedy which could materially affect or impact the Property Mall or the ownership or operation thereof other than a money judgment against the delinquent Party. Purchaser The Acquired Partnership shall not be required to join in any such actions or proceedings commenced by Seller Contributor unless the provisions of any law, rule or regulation at the time in effect shall require that such actions or proceedings be brought by and/or in the name of Purchaserthe Acquired Partnership, in which event Purchaser the Partnership shall cause the Acquired Partnership to join and cooperate in such actions or proceedings or permit the same to be brought by Seller such Contributor in Purchaserthe Acquired Partnership's name but Seller such Contributor shall pay all costs and expenses relating thereto, including Purchaserwithout limitation the Acquired Partnership's reasonable legal fees in reviewing pleadings and other materials filed in connection with such litigation. 7.10.3 (c) Notwithstanding anything to the contrary contained herein, Purchaser the Acquired Partnership shall have the right at any time on or after the Closing, and whether or not its joinder shall be required as a matter of law, to join in, or to be substituted for Seller Contributor in, any proceedings for the eviction of Tenants and/or the collection of Rent which may have been instituted by Seller Contributor either prior to or after the Closing, if the Tenant in question is still in possession of the premises covered by its Lease and if, in connection therewith, Purchaser the Acquired Partnership intends to seek eviction of such Tenant, cancellation of the Lease or repossession of the premises. If Purchaser the Acquired Partnership joins in, or is substituted for Seller Contributor as plaintiff in any such litigation, Purchaser shallthe Partnership shall cause the Acquired Partnership to, thereafter, assume sole liability for all costs and expenses of such litigation, including legal fees and expenses, as may thereafter be incurred (except as provided below) and shall thereafter control all aspects of such proceedings, except that Purchaser the Partnership shall not be entitled permit the Acquired Partnership to waive, reduce or otherwise compromise any claims for Rent relating to any period prior to Closing the Adjustment Date other than in accordance with the policies of Purchaser the Partnership from time to time as to Rent deficiencies generally. Seller Contributor in any event may, at its option, continue to participate in such litigation. In any event, Seller Contributor shall reimburse Purchaser the Partnership for a pro rata portion of its out-of-pocket costs and expenses of such collection in proportion to, but in no event in an amount greater than, the amount, if any, actually received by Seller Contributor after Closing as a result of such proceedings; provided, however, Seller Contributor shall be entitled to a credit for legal fees and expenses incurred by Seller Contributor prior to the intervention by Purchaser the Acquired Partnership in connection with the proceedings previously instituted by Seller Contributor in connection with such collection efforts.

Collection of Rents. 7.10.1 Purchaser (a) The Partnership shall cause the Acquired Partnership to use reasonable its best efforts to collect the Fixed and Other Tenant Charge Arrearages, Adjustable Tenant Charges, Sales Based Tenant Charges and other Rents which are payable with respect to the Applicable Closing Fiscal Period and any prior fiscal period for a period of six (6) months after Closingperiod, but Purchaser the Acquired Partnership shall not be required to retain a collection agency, commence litigation or file proofs of claim or commence an adversary proceeding in a bankruptcy case, or terminate Leases or the REA either Reciprocal Easement Agreement in connection with such collection efforts. Purchaser The Partnership shall not permit the Acquired Partnership to waive or settle any claims for any such amounts in whole or in part to the extent such amounts, if collected, would be payable to Seller Contributor hereunder other than in accordance with the policies of Purchaser the Partnership from time to time as to Rent delinquencies generally. Collection Out-of-pocket collection costs shall be charged against amounts collected and charged to the parties hereto in the proportion in which each is entitled to the proceeds of such collection. Purchaser The Partnership shall provide to Seller Contributor semi-annual reports after Closing with respect to the collection by Purchaser the Acquired Partnership after Closing of any such amounts which are payable with respect to the Applicable Closing Fiscal Period and any prior fiscal year. 7.10.2 Seller (b) Contributor shall have the right to seek collection of any Fixed and Other Tenant Charge Arrearages owed to it and not collected by or on behalf of it within six months following the Closing Date; provided, however, that in seeking to collect any such Fixed and Other Tenant Charge Arrearages, Seller Contributor shall not be entitled to terminate any Lease or either of the REA Reciprocal Easement Agreement or otherwise seek any remedy which could materially affect or impact the Property Mall or the ownership or operation thereof other than a money judgment against the delinquent Party. Purchaser The Acquired Partnership shall not be required to join in any such actions or proceedings commenced by Seller Contributor unless the provisions of any law, rule or regulation at the time in effect shall require that such actions or proceedings be brought by and/or in the name of Purchaserthe Acquired Partnership, in which event Purchaser the Partnership shall cause the Acquired Partnership to join and cooperate in such actions or proceedings or permit the same to be brought by Seller such Contributor in Purchaserthe Acquired Partnership's name but Seller such Contributor shall pay all costs and expenses relating thereto, including Purchaserwithout limitation the Acquired Partnership's reasonable legal fees in reviewing pleadings and other materials filed in connection with such litigation. 7.10.3 (c) Notwithstanding anything to the contrary contained herein, Purchaser the Acquired Partnership shall have the right at any time on or after the Closing, and whether or not its joinder shall be required as a matter of law, to join in, or to be substituted for Seller Contributor in, any proceedings for the eviction of Tenants and/or the collection of Rent which may have been instituted by Seller Contributor either prior to or after the Closing, if the Tenant in question is still in possession of the premises covered by its Lease and if, in connection therewith, Purchaser the Acquired Partnership intends to seek eviction of such Tenant, cancellation of the Lease or repossession of the premises. If Purchaser the Acquired Partnership joins in, or is substituted for Seller Contributor as plaintiff in any such litigation, Purchaser shall, thereafter, assume sole liability for all costs and expenses of such litigation, including legal fees and expenses, as may thereafter be incurred (except as provided below) and shall thereafter control all aspects of such proceedings, except that Purchaser shall not be entitled to waive, reduce or otherwise compromise any claims for Rent relating to any period prior to Closing other than in accordance with the policies of Purchaser from time to time as to Rent deficiencies generally. Seller in any event may, at its option, continue to participate in such litigation. In any event, Seller shall reimburse Purchaser for a pro rata portion of its costs and expenses of such collection in proportion to, but in no event in an amount greater than, the amount, if any, actually received by Seller after Closing as a result of such proceedings; provided, however, Seller shall be entitled to a credit for legal fees and expenses incurred by Seller prior to the intervention by Purchaser in connection with the proceedings previously instituted by Seller in connection with such collection efforts.such

Collection of Rents. 7.10.1 Purchaser The Partnership shall use reasonable best efforts to collect the Fixed and Other Tenant Charge ArrearagesArrearage, Adjustable Tenant Charges, Sales Based Tenant Charges and other Rents which are payable with respect to the Applicable Closing Fiscal Period and any prior fiscal period for a period of six (6) months after Closingperiod, but Purchaser the Partnership shall not be required to retain a collection agency, commence litigation or file proofs of claim or commence an adversary proceeding in a bankruptcy case, or terminate Leases or the REA Reciprocal Easement Agreement in connection with such collection efforts. Purchaser The Partnership shall not waive or settle any claims for any such amounts in whole or in part to the extent such amounts, if collected, would be payable to Seller Contributor hereunder other than in accordance with the policies of Purchaser the Partnership from time to time as to Rent delinquencies generally. Collection costs shall be charged against amounts collected and charged to the parties hereto in the proportion in which each is entitled to the proceeds of such collection. Purchaser The Partnership shall provide to Seller semi-annual Contributor quarterly reports after Closing with respect to the collection by Purchaser the Partnership after Closing of any such amounts which are payable with respect to the Applicable Closing Fiscal Period and any prior fiscal year. 7.10.2 Seller . Contributor shall have the right to seek collection of any Fixed and Other Tenant Charge Arrearages Arrearage or other item of Rent owed to it hereunder and not collected by or on behalf of it the Partnership within six months following the later of the Closing DateDate and the date such item of Rent is due and payable (but Contributor otherwise shall not have the right to seek collection of any Rents); provided, however, that in seeking to collect any such Fixed and Other Tenant Charge ArrearagesArrearage, Seller Contributor shall not be entitled to terminate any Lease or either of the REA Reciprocal Easement Agreement or otherwise seek any remedy which could materially affect or impact the Property or the ownership or operation thereof other than a money judgment against the delinquent Party. Purchaser Prior to filing any such action, Contributor shall notify the Partnership and the Partnership may join such action. The Partnership shall not be required to join in any such actions or proceedings commenced by Seller Contributor unless the provisions of any law, rule or regulation at the time in effect shall require that such actions or proceedings be brought by and/or in the name of Purchaserthe Partnership, in which event Purchaser the Partnership shall join and cooperate in such actions or proceedings or permit the same to be brought by Seller Contributor in Purchaserthe Partnership's name but Seller Contributor shall pay all costs and expenses relating thereto, including Purchaserwithout limitation the Partnership's reasonable legal fees in reviewing pleadings and other materials filed in connection with such litigation. 7.10.3 . Notwithstanding anything to the contrary contained herein, Purchaser the Partnership shall have the right at any time on or after the Closing, and whether or not its the joinder of the Partnership shall be required as a matter of law, to cause the Partnership to join in, or to be substituted for Seller Contributor in, any proceedings for the eviction of Tenants and/or the collection of Rent which may have been instituted by Seller Contributor either prior to or after the Closing, if the Tenant in question is still in possession of the premises covered by its Lease and if, in connection therewith, Purchaser the Partnership intends to seek eviction of such Tenant, cancellation of the Lease or repossession of the premises. If Purchaser the Partnership joins in, or is substituted for Seller Contributor as plaintiff plaintiff, in any such litigation, Purchaser the Partnership shall, thereafter, assume sole liability for all costs and expenses of such litigation, including legal fees and expenses, as may thereafter be incurred (except as provided below) and shall thereafter control all aspects of such proceedings, except that Purchaser the Partnership shall not be entitled to waive, reduce or otherwise compromise any claims for Rent relating to any period prior the extent that the amount of such claims, if collected, would be payable to Closing Contributor hereunder other than in accordance with the policies of Purchaser the Partnership from time to time as to Rent deficiencies delinquencies generally. Seller Contributor in any event may, at its option, continue to participate in such litigation. In any event, Seller Contributor shall reimburse Purchaser the Partnership for a pro rata portion of its the Partnership's out-of-pocket costs and expenses of such collection in proportion to, but in no event in an amount greater than, the amount, if any, actually received by Seller Contributor after Closing as a result of such proceedings; provided, however, Seller Contributor shall be entitled to a credit for legal fees and expenses incurred by Seller Contributor prior to the intervention by Purchaser the Partnership in connection with the proceedings previously instituted by Seller Contributor in connection with such collection efforts.

Collection of Rents. 7.10.1 Purchaser shall use reasonable efforts Upon the occurrence of an Event of Default, the license granted to the Company to collect the Fixed Rents shall be automatically and Other Tenant Charge Arrearagesimmediately revoked, Adjustable Tenant Chargeswithout further notice to or demand upon the Company. The Collateral Agent may, Sales Based Tenant Charges but shall not be obligated, to perform any or all obligations of the landlord under any or all of the Leases, and the Collateral Agent may, but shall not be obligated to, exercise and enforce any or all of the Company’s rights under the Leases. Without limitation to the generality of the foregoing, the Collateral Agent may notify the tenants under the Leases that all Rents are to be paid to the Collateral Agent, and following such notice all Rents shall be paid directly to the Collateral Agent and not to the Company or any other Person other than as directed by the Collateral Agent, it being understood that a demand by the Collateral Agent on any tenant under the Leases for the payment of Rent shall be sufficient to warrant payment by such tenant of Rent to the Collateral Agent without the necessity of further consent by the Company. The Company hereby irrevocably authorizes and directs the tenants under the Lease to pay all Rents to the Collateral Agent instead of to the Company, upon receipt of written notice from the Collateral Agent, without the necessity of any inquiry of the Company and without the necessity of determining the existence or non-existence of an Event of Default. The Company hereby appoints the Collateral Agent as the Company’s attorney-in-fact with full power of substitution, which appointment shall take effect upon the occurrence of an Event of Default and is coupled with an interest and is irrevocable prior to the full and final payment and performance of the Secured Obligations, in the Company’s name or in the Collateral Agent’s name: (a) to endorse all checks and other instruments received in payment of Rents which are and to deposit the same in any account selected by the Collateral Agent; (b) to give receipts and releases in relation thereto; (c) to institute, prosecute and/or settle actions for the recovery of Rents; (d) to modify the terms of any Leases including terms relating to the Rents payable thereunder; (e) to cancel any Leases; (f) to enter into new Leases; and (g) to do all other acts and things with respect to the Applicable Closing Fiscal Period Leases and any prior fiscal period Rents which the Collateral Agent may deem necessary or desirable to protect the security for a period the Secured Obligations. Any Rents received shall be applied first to pay all Expenses and next in reduction of six (6) months after Closingthe other Secured Obligations. The Company shall pay, but Purchaser shall not be required to retain a collection agencyon demand, commence litigation or file proofs of claim or commence an adversary proceeding in a bankruptcy case, or terminate Leases or the REA in connection with such collection efforts. Purchaser shall not waive or settle any claims for any such amounts in whole or in part to the extent such amountsCollateral Agent, if collectedthe amount of any deficiency between (i) the Rents received by the Collateral Agent, would be payable to Seller hereunder other than in accordance and (ii) all Expenses incurred together with the policies of Purchaser from time to time interest thereon as to Rent delinquencies generally. Collection costs shall be charged against amounts collected and charged to the parties hereto provided in the proportion in which each is entitled to Credit Agreement and the proceeds of such collection. Purchaser shall provide to Seller semi-annual reports after Closing with respect to the collection by Purchaser after Closing of any such amounts which are payable with respect to the Applicable Closing Fiscal Period and any prior fiscal yearother Related Documents. 7.10.2 Seller shall have the right to seek collection of any Fixed and Other Tenant Charge Arrearages owed to it and not collected by or on behalf of it within six months following the Closing Date; provided, however, that in seeking to collect any such Fixed and Other Tenant Charge Arrearages, Seller shall not be entitled to terminate any Lease or either of the REA or otherwise seek any remedy which could materially affect or impact the Property or the ownership or operation thereof other than a money judgment against the delinquent Party. Purchaser shall not be required to join in any such actions or proceedings commenced by Seller unless the provisions of any law, rule or regulation at the time in effect shall require that such actions or proceedings be brought by and/or in the name of Purchaser, in which event Purchaser shall join and cooperate in such actions or proceedings or permit the same to be brought by Seller in Purchaser's name but Seller shall pay all costs and expenses relating thereto, including Purchaser's reasonable legal fees in reviewing pleadings and other materials filed in connection with such litigation. 7.10.3 Notwithstanding anything to the contrary contained herein, Purchaser shall have the right at any time on or after the Closing, and whether or not its joinder shall be required as a matter of law, to join in, or to be substituted for Seller in, any proceedings for the eviction of Tenants and/or the collection of Rent which may have been instituted by Seller either prior to or after the Closing, if the Tenant in question is still in possession of the premises covered by its Lease and if, in connection therewith, Purchaser intends to seek eviction of such Tenant, cancellation of the Lease or repossession of the premises. If Purchaser joins in, or is substituted for Seller as plaintiff in any such litigation, Purchaser shall, thereafter, assume sole liability for all costs and expenses of such litigation, including legal fees and expenses, as may thereafter be incurred (except as provided below) and shall thereafter control all aspects of such proceedings, except that Purchaser shall not be entitled to waive, reduce or otherwise compromise any claims for Rent relating to any period prior to Closing other than in accordance with the policies of Purchaser from time to time as to Rent deficiencies generally. Seller in any event may, at its option, continue to participate in such litigation. In any event, Seller shall reimburse Purchaser for a pro rata portion of its costs and expenses of such collection in proportion to, but in no event in an amount greater than, the amount, if any, actually received by Seller after Closing as a result of such proceedings; provided, however, Seller shall be entitled to a credit for legal fees and expenses incurred by Seller prior to the intervention by Purchaser in connection with the proceedings previously instituted by Seller in connection with such collection efforts.