Common use of Delinquent Rent Clause in Contracts

Delinquent Rent. Delinquent Rent (including delinquent Additional Rent) shall not be prorated at Closing and shall be paid by Purchaser to the applicable Seller if, as and when actually collected by Purchaser after the Closing, it being understood and agreed that Purchaser shall use commercially reasonable efforts to collect Delinquent Rent on behalf of each Seller. Purchaser hereby agrees that each Seller or its agents may attempt to collect Delinquent Rent at such Seller’s expense, including by commencing litigation to collect such Delinquent Rent, but each Seller agrees that it shall not initiate any action that would terminate a Tenant’s Lease or affect a Tenant’s right to occupy the premises leased under its Lease. Rent collected after the Closing Date shall be applied first to Rent currently due, then to Delinquent Rent. Non-delinquent rent for the period after Closing collected by Seller shall be promptly remitted to Purchaser. Unpaid and delinquent rent collected by Seller or Purchaser after the date of Closing shall be delivered as follows: (i) if Seller collects any unpaid or delinquent rent for the Property, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of Closing and any period thereafter, and (ii) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent which Seller is entitled to hereunder relating to the period prior to the date of Closing. Anything herein to the contrary notwithstanding, Seller and Purchaser agree that all rents received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity.

Delinquent Rent. Delinquent Rent (including delinquent Additional Rent) shall not be prorated at Closing and shall be paid by Purchaser to the applicable Seller if, as and when actually collected by Purchaser after the Closing, it being understood and agreed that Purchaser shall use commercially reasonable efforts to collect Delinquent Rent on behalf of each Seller. Purchaser hereby agrees that each Seller or its agents may attempt to collect Delinquent Rent at such Seller’s expense, (including by commencing litigation to collect such Delinquent Additional Rent, but each Seller agrees that it shall not initiate any action that would terminate a Tenant’s Lease or affect a Tenant’s right if and to occupy the premises leased under its Lease. Rent extent expressly identified as Additional Rent) collected after the Closing Date but during the calendar month during which the Closing occurs shall be applied (i) first to Rent currently due, due in the month of Closing and (ii) then to Rent due in respect of periods prior to the Closing (including Delinquent Rent). Non-delinquent rent for Rent (including Basic Rent and Additional Rent) collected after the period calendar month during which the Closing occurs shall be applied (i) first to Rent due in respect of periods from and after the Closing and (ii) then to Rent due in respect of periods prior to the Closing (including Delinquent Rent). Delinquent Rent collected by Seller shall be promptly remitted to Purchaser. Unpaid and delinquent rent collected by Seller the Sellers or Purchaser after the date of Closing shall be delivered as follows: (i) if any Seller collects any unpaid or delinquent rent for the Property, such Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent to which Purchaser is entitled to hereunder relating to the period commencing on the date of Closing and any period thereafterClosing, and (ii) if Purchaser collects any unpaid or delinquent rent from any Property (and after the Propertypayment of all Rent and other amounts due to Purchaser from the applicable Tenant, which payments shall be applied in accordance with the terms of the two immediately preceding sentences), Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to the Seller of such Property any such rent to which such Seller is entitled to hereunder relating to the period prior to the date of Closing. Anything herein to the contrary notwithstanding, Seller and Purchaser agree that all rents received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity.

Delinquent Rent. Delinquent Rent (including delinquent Additional Rent) shall not be prorated at Closing and , after reasonable, actual expenses of collection, shall be promptly paid by Purchaser to Seller as provided in the applicable Seller balance of this paragraph if, as and when actually collected by Purchaser after the Closing, it being understood and agreed that Purchaser shall be obligated only to use commercially reasonable efforts to collect Delinquent Rent on behalf of each Seller, and shall not be obligated to commence litigation or to terminate a Tenant's Lease in order to collect Delinquent Rent. Purchaser hereby agrees that each Seller or its agents may attempt to collect Delinquent Rent at such Seller’s 's expense, including by commencing litigation to collect such Delinquent Rent, but each Seller agrees that after the Closing Date it shall not (i) initiate any action that would terminate a Tenant’s 's Lease or affect a such Tenant’s 's right to occupy the premises or use the parking spaces leased under its Lease, or (ii) seek to apply such Tenant's security deposit against the Delinquent Rent of such Tenant. If a Tenant has 60 days or less of Delinquent Rent which is Basic Rent ("Delinquent Basic Rent"), Rent collected by Purchaser after the Closing Date in respect of such Tenant shall be applied first to Delinquent Basic Rent to the extent of thirty (30) days of Delinquent Basic Rent attributable to the thirty (30)-day period immediately preceding the Closing Date, then to Rent currently due (including unpaid Rent accruing after the Closing Date), and then to any other unpaid Delinquent Rent. If a Tenant has more than 60 days of Delinquent Basic Rent, Rent collected by Purchaser after the Closing Date in respect of such Tenant shall be applied first to Rent currently duedue (including unpaid Rent accruing after the Closing Date), and then to Delinquent Rent. Non-delinquent rent All Rent received by Purchaser which is required to be applied as a credit to, or for the period after Closing collected by benefit of, Seller pursuant to this Agreement shall be promptly remitted paid by Purchaser to Seller upon Purchaser's receipt of the same. Unpaid and delinquent rent collected by Attached as Schedule 5.2(b) is a schedule of Delinquent Rent compiled as of May 29, 1998 (it being understood that Seller makes no representation or Purchaser after warranty concerning the date accuracy of Closing such delinquency report). Schedule 5.2(b) attached hereto shall be delivered as follows: (i) if Seller collects any unpaid or delinquent rent for the Propertybasis of making the payments referred to in this Section, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of Closing and any period thereafter, and (ii) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent which Seller is entitled to hereunder relating to the period prior to the date of Closing. Anything herein to the contrary notwithstanding, Seller and Purchaser agree that all rents received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturityabsent manifest error.

Delinquent Rent. Delinquent Rent (including delinquent Additional Rent) shall not be prorated at Closing and shall be paid by Purchaser to the applicable Seller if, as and when actually collected by Purchaser after the Closing, it being understood and agreed that Purchaser shall use commercially reasonable efforts to collect Delinquent Rent on behalf of each Seller. Rents received by Purchaser after Closing, but prior to the next month’s Rent payment date from Tenants who have not previously paid their Rent for the month of Closing, shall be applied to the Rent due for the month of WRIT MOB – Transaction II Closing and shall be prorated between Purchaser and Seller as if such Rent were received prior to the Closing Date. Purchaser and Seller hereby agrees agree that each (a) Seller or and its agents may attempt not initiate litigation to collect Delinquent Rent at such without the Purchaser’s prior written consent; and (b) if Purchaser does not consent in writing to Seller’s expense, including by commencing litigation to collect Delinquent Rent against a Tenant within five (5) Business Days after the date on which such Seller gave Purchaser written notice requesting Purchaser’s consent to such litigation, Purchaser shall make a cash payment to Seller, not later than ten (10) Business Days after such written request by Seller, in an amount equal to seventy-five percent (75%) of the amount of the applicable Tenant’s receivables that are delinquent for thirty (30) days or less (and upon receipt of such payment such Seller shall be deemed to have waived any right to commence litigation against the applicable Tenant for its Delinquent Rent, but each ). Seller agrees that it shall may not initiate any action commence litigation that would terminate a Tenant’s Lease or affect a Tenant’s right to occupy the premises leased under its Lease. Rent collected by Purchaser after the Closing Date shall be applied first to Rent currently due, then to Delinquent Rent. Non-delinquent rent for the period after Closing collected by Seller shall be promptly remitted to Rent due Purchaser, and then Delinquent Rent due Seller, if any. Unpaid and delinquent rent Delinquent Rent collected by Seller or Purchaser after the date of Closing shall be delivered as follows: (i) if Seller collects any unpaid or delinquent rent Delinquent Rent for the Property, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of Closing and any period thereafter, and (ii) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent which Seller is entitled to hereunder relating to the period prior to the date of Closing. Anything herein to the contrary notwithstanding, Seller and Purchaser agree that all rents received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity.

Delinquent Rent. For purposes of this Section 4.2, “Delinquent Rent” shall mean any Rent that, under the terms of the applicable Lease, was more than 30 days past due as of the Closing Date or which has not been received in good funds by Seller on or prior to the Closing Date. Delinquent Rent (including delinquent Additional Rent) shall not be accrued or prorated at Closing. Any Delinquent Rent that is applicable to Seller’s period of ownership that is received by Buyer after the Closing and Date shall be paid by Purchaser to Seller in accordance with the applicable Seller ifterms hereof; provided, as and when actually however, that all Rent collected by Purchaser after the Closing, it being understood and agreed that Purchaser shall use commercially reasonable efforts to collect Delinquent Rent on behalf of each Seller. Purchaser hereby agrees that each Seller or its agents may attempt to collect Delinquent Rent at such Seller’s expense, including by commencing litigation to collect such Delinquent Rent, but each Seller agrees that it shall not initiate any action that would terminate a Tenant’s Lease or affect a Tenant’s right to occupy the premises leased under its Lease. Rent collected Buyer after the Closing Date shall be applied first to payment of all Rent currently duedue Buyer from the applicable Tenant, then to Rent attributable to the month in which the Closing occurs (and prorated with respect to each parties period of ownership) and then after any deduction allowed by this subsection for collection costs, to all Delinquent Rent due to Seller. Seller shall have the right to use whatever means Seller determines prior to Closing to collect Delinquent Rent including, without limitation, commencing collection actions against Tenants owing Delinquent Rent. Non-delinquent rent for the period after Closing collected by Seller Following Closing, Buyer shall use good faith commercially reasonable efforts to collect any Delinquent Rent. If Buyer commences any action or proceeding against any Tenant and as a result thereof collects any Delinquent Rent which Buyer is required to remit to Seller, Buyer shall be promptly remitted entitled to Purchaser. Unpaid deduct and delinquent rent retain a portion of the amount collected which is equal to the prorata share of the reasonable third party expenses incurred by Seller or Purchaser after Buyer in connection with the date collection of Closing shall be delivered as follows: (i) if Seller collects any unpaid or delinquent rent for the Property, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled Delinquent Rent. For a period of 120 days following the Closing, Buyer shall not waive any Delinquent Rent or modify or amend any Lease so as to hereunder relating to reduce the date of Closing and Delinquent Rent owed by the Tenant for any period thereafter, and (ii) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent in which Seller is entitled to hereunder relating to the period prior to the date of Closing. Anything herein to the contrary notwithstandingreceive such Delinquent Rent, Seller and Purchaser agree that all rents received by Seller without first obtaining Seller’s written consent (which consent shall not be unreasonably withheld or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturityconditioned).

Delinquent Rent. Delinquent Rent (including delinquent Additional Rent) shall not be prorated at Closing and shall on an accrual basis. Any Delinquent Rent that is paid after the Closing Date shall, subject to the terms below, be paid by Purchaser to the applicable Seller ifto whom such Delinquent Rent is owing, as and when actually collected if Delinquent Rent is received by Purchaser after the ClosingPurchaser, it being understood and agreed that Purchaser shall use commercially reasonable efforts to collect pay the Delinquent Rent on behalf of each Seller. Purchaser hereby agrees to such Seller promptly after collection by Purchaser; provided, however, that each Seller or its agents may attempt to collect Delinquent Rent at such Seller’s expense, including by commencing litigation to collect such Delinquent Rent, but each Seller agrees that it shall not initiate any action that would terminate a Tenant’s Lease or affect a Tenant’s right to occupy the premises leased under its Lease. all Rent collected after the Closing Date shall be applied first to Rent currently duepayment of amounts due during the month in which the Closing occurred, then to all amounts due Purchaser from the applicable Tenant after the month during which the Closing occurred and last to all Delinquent Rent due to such Seller. Purchaser shall use diligent efforts to collect any Delinquent Rent after the Closing with respect to the Properties that have been acquired by Purchaser, provided that Purchaser shall not be required to commence any legal proceedings or terminate any Lease. In the event Purchaser commences any action or proceeding against any Tenant and as a result thereof collects any Delinquent Rent which Purchaser is required to remit to any Seller, Purchaser shall be entitled to deduct and retain a portion of the amount collected which is equal to the actual, third party expenses incurred by Purchaser in connection with the collection of such Delinquent Rent. Non-delinquent rent Purchaser shall not waive any Delinquent Rent or modify or amend any Lease so as to reduce the Delinquent Rent owed by the Tenant for the period after Closing collected by Seller shall be promptly remitted to Purchaser. Unpaid and delinquent rent collected by Seller or Purchaser after the date of Closing shall be delivered as follows: (i) if Seller collects any unpaid or delinquent rent for the Property, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of Closing and any period thereafter, and (ii) if Purchaser collects in which any unpaid or delinquent rent from the Property, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent which Seller is entitled to hereunder relating receive such Delinquent Rent, without first obtaining such Seller’s written consent. If Purchaser fails to pay any Delinquent Rent due to any Seller under the terms hereof within thirty (30) days of Purchaser’s receipt of the same, the amount due to such Seller shall thereafter bear interest at any annual rate of ten percent (10%), compounded monthly. As of the date set forth for the final closing adjustment in Section 8.4(h), any Delinquent Rent which has not then been paid shall be deemed assigned to Seller, provided that, without the prior written consent of Purchaser, which consent may be withheld in Purchaser’s sole discretion, no Seller shall take any action against a Tenant owing Delinquent Rent from and after the Closing Date other than from time to time issuing written requests for payment to the period prior to the date of Closing. Anything herein to the contrary notwithstanding, Seller and Purchaser agree that all rents received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturityapplicable Tenants.

Delinquent Rent. Delinquent Rent 6.1.1 The Closing shall take place on or before fifteen (including delinquent Additional 15) calendar days following the termination of the Feasibility Period in the offices of Purchaser's lender, if in the jurisdiction of the Land, or at such other place as the parties shall mutually agree upon at a time mutually agreed upon on the Closing Date. If requested by Seller, Purchaser shall agree to conduct closing through a pre-closing, an escrow or other arrangement reasonably requested by Seller, whereby the Seller and its attorneys need not be physically present at the Closing and may deliver documents by overnight air courier or other means. 6.1.2. All normal and customarily proratable items, including, without limitation, Rents (as defined below), operating expenses, personal property taxes, other operating expenses and fees, shall be prorated as of the Closing Date, Seller being charged and credited for all of same attributable to the period up to the Closing Date (and credited for any amounts paid by Seller attributable to the period on or after the Closing Date) and Purchaser being responsible for, and credited or charged, as the case may be, for all of same attributable to the period on and after the Closing Date. All unapplied deposits under Tenant leases, if any, shall be transferred by Seller to Purchaser at the Closing. Any real estate ad valorem or similar taxes for the Property, or any installment of assessments payable in installments which installment is payable in the year of Closing, shall be prorated to the date of Closing, based upon actual days involved. The proration of real property taxes or installments of assessments shall be based upon the assessed valuation and tax rate figures for the year in which the Closing occurs to the extent the same are available; provided, that in the event that actual figures (whether for the assessed value of the Property or for the tax rate) for the year of Closing are not available at the Closing Date, the proration shall be made using figures from the preceding year. The proration shall be final and unadjustable except as provided in the following paragraph. For purposes of this Section 6.1.2. and Section 6.1.3. and 6.1.4. the terms "Rent) " and "Rents" shall include, without limitation, base rents, additional rents, percentage rents and common area maintenance charges. The provisions of this Section 6.1.2. shall apply during the Proration Period (as defined below). 6.1.3. If any of the items subject to proration hereunder cannot be prorated at the Closing and shall be paid by Purchaser because the information necessary to compute such proration is unavailable, or if any errors or omissions in computing prorations at the applicable Seller if, as and when actually collected by Purchaser after Closing are discovered subsequent to the Closing, it being understood then such item shall be reapportioned and agreed that Purchaser shall use commercially reasonable efforts to collect Delinquent Rent on behalf of each Seller. Purchaser hereby agrees that each Seller or its agents may attempt to collect Delinquent Rent at such Seller’s expense, including by commencing litigation to collect such Delinquent Rent, but each Seller agrees that it shall not initiate any action that would terminate a Tenant’s Lease or affect a Tenant’s right to occupy the premises leased under its Lease. Rent collected errors and omissions corrected as soon as practicable after the Closing Date and the proper party reimbursed, which obligation shall be applied first to Rent currently due, then to Delinquent Rent. Non-delinquent rent survive the Closing for a period (the period after "Proration Period") from the Closing collected by Seller shall be promptly remitted to Purchaser. Unpaid and delinquent rent collected by Seller or Purchaser Date until one (1) year after the date Closing Date. Neither party hereto shall have the right to require a recomputation of a Closing shall be delivered as follows: proration or a correction of an error or omission in a Closing proration unless within the Proration Period one of the parties hereto (i) if Seller collects any unpaid has obtained the previously unavailable information or delinquent rent for has discovered the Property, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of Closing and any period thereaftererror or omission, and (ii) if Purchaser collects has given Notice thereof to the other party together with a copy of its good faith recomputation of the proration and copies of all substantiating information used in such recomputation. The failure of a party to obtain any unpaid previously unavailable information or delinquent rent from discover an error or omission with respect to an item subject to proration hereunder and to give Notice thereof as provided above within the Property, Purchaser shall, within fifteen (15) days Proration Period shall be deemed a waiver of its right to cause a recomputation or a correction of an error or omission with respect to such item after the receipt thereofClosing Date. Any Rents that have accrued, deliver but have not yet been paid shall be prorated in accordance with estimates based upon the prior years' information (or reasonable estimates of Seller if no such prior years' information is available), and shall be subsequently readjusted and reapportioned upon receipt. Purchaser and Seller shall adjust at Closing all rents that have accrued, but are not yet due and payable, at Closing. Seller shall pay Purchaser Rents attributable to the period of time after Closing, if received by Seller. Seller shall pay for its own legal fees and the grantor's tax in connection with the recordation of the Deed. Purchaser shall pay for the Survey, the Title Commitment and the Title Insurance Policies, for its own legal fees and for all recording taxes and fees (other than the grantor's tax) in connection with the recordation of the Deed and any deed of trust. 6.1.4. If on the Closing Date any Tenant is in arrears in any Rent payment under any Tenant lease (the "Delinquent Rent"), any Delinquent Rent received by Purchaser and/or Seller from such rent which Seller is entitled Tenant after the Closing shall be applied to hereunder relating amounts due and payable by such Tenant during the following periods in the following order of priority: (i) first, to the period of time before the Closing Date, and (ii) second, to the period of time after the Closing Date. Purchaser shall have no obligation to enforce the collection of Delinquent Rents that are due and payable for the period prior to the date of Closing. Anything herein to the contrary notwithstanding, Seller and Purchaser agree that all rents If Delinquent Rent or any portion thereof received by Seller or Purchaser after the date Closing are due and payable to the other party by reason of Closing this allocation, the appropriate sum, less a proportionate share of any reasonable attorneys' fees and costs and expenses expended in connection with the collection thereof, shall be applied first promptly paid to current rentals and then the other party. After the Closing, Seller shall continue to delinquent rentalshave the right, if anybut not the obligation, in inverse order its own name, to demand payment of maturity.and to collect Delinquent Rent owed to Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant (provided, that Seller shall not commence any legal actions or proceedings against any Tenant which continues as a Tenant at the Property after Closing without the prior consent of Purchaser, which will not be unreasonably withheld or delayed), and the delivery of the Assignment as defined in Section 6.2.1.3 shall not constitute a waiver by Seller of such right. Purchaser agrees to cooperate with Seller at no cost or liability to Purchaser in connection with all efforts by Seller to collect such Delinquent Rent and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing; provided, however, that Purchaser's obligation to cooperate with Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant lease with an existing Tenant or evict any existing Tenant from the Property. The provisions of this Section 6.1.4. shall apply during the Proration Period. 6.2 ITEMS TO BE DELIVERED PRIOR TO OR AT CLOSING. 6.2.1

Delinquent Rent. For purposes of this Section 4.2, “Delinquent Rent” shall mean any Rent that, under the terms of the applicable Lease, was more than 30 days past due as of the Closing Date and which has not been received in good funds by Seller on or prior to the Closing Date. Delinquent Rent (including delinquent Additional Rent) shall not be accrued or prorated at Closing. Any Delinquent Rent that is received by Buyer after the Closing and Date shall be paid by Purchaser to the applicable Seller ifSeller; provided, as and when actually collected by Purchaser after the Closinghowever, it being understood and agreed that Purchaser shall use commercially reasonable efforts to collect Delinquent Rent on behalf of each Seller. Purchaser hereby agrees that each Seller or its agents may attempt to collect Delinquent Rent at such Seller’s expense, including by commencing litigation to collect such Delinquent Rent, but each Seller agrees that it shall not initiate any action that would terminate a Tenant’s Lease or affect a Tenant’s right to occupy the premises leased under its Lease. all Rent collected after the Closing Date shall be applied first to payment of all Rent currently duedue Buyer from the applicable Tenant, and then after any deduction allowed by this subsection for collection costs, to all Delinquent Rent due to Seller. Following Closing, Buyer shall have no obligation to seek to collect Delinquent Rent or to commence any legal proceedings or to terminate any Lease. If Buyer commences any action or proceeding against any Tenant and as a result thereof collects any Delinquent Rent which Buyer is required to remit to Seller, Buyer shall be entitled to deduct and retain a portion of the amount collected which is equal to the prorata share of the reasonable third party expenses incurred by Buyer in connection with the collection of any such Delinquent Rent. Non-delinquent rent for the period after Closing collected by Seller shall be promptly remitted Upon notice to Purchaser. Unpaid and delinquent rent collected by Seller or Purchaser after the date of Closing shall be delivered as follows: (i) if Seller collects any unpaid or delinquent rent for the PropertyBuyer, Seller shallmay seek to collect Delinquent Rent; provided, within fifteen (15) days after however, Seller may not seek to disposses or evict any Tenant or seek application of any Security Deposit. Buyer shall not waive any Delinquent Rent or modify or amend any Lease so as to reduce the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to Delinquent Rent owed by the date of Closing and Tenant for any period thereafter, and (ii) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent in which Seller is entitled to hereunder relating to the period prior to the date of Closing. Anything herein to the contrary notwithstandingreceive such Delinquent Rent, Seller and Purchaser agree that all rents received by Seller without first obtaining Seller’s written consent (which consent shall not be unreasonably withheld, conditioned or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturitydelayed).

Delinquent Rent. Delinquent Rent (including delinquent Additional Rent) shall not be prorated at Closing and shall be paid by Purchaser to the applicable Seller if, as and when actually collected by Purchaser after the Closing, it being understood and agreed that Purchaser shall use commercially reasonable efforts to collect Delinquent Rent on behalf of each Seller. Rents received by Purchaser after Closing, but prior to the next month’s Rent payment date from Tenants who have not previously paid their Rent for the month of Closing, shall be applied to the Rent due for the month of Closing and shall be prorated between Purchaser and Seller as if such Rent were received prior to the Closing Date. Purchaser and Sellers hereby agrees agree that (a) each Seller or and its agents may attempt not initiate litigation to collect Delinquent Rent at such without the Purchaser’s prior written consent; and (b) if Purchaser does not WRIT MOB - Transaction I consent in writing to a Seller’s expense, including by commencing litigation to collect Delinquent Rent against a Tenant within five (5) Business Days after the date on which such Seller gave Purchaser written notice requesting Purchaser’s consent to such litigation, Purchaser shall make a cash payment to such Seller, not later than ten (10) Business Days after such written request by such Seller, in an amount equal to seventy-five percent (75%) of the amount of the applicable Tenant’s receivables that are delinquent for thirty (30) days or less (and upon receipt of such payment such Seller shall be deemed to have waived any right to commence litigation against the applicable Tenant for its Delinquent Rent, but each ). No Seller agrees that it shall not initiate any action may commence litigation that would terminate a Tenant’s Lease or affect a Tenant’s right to occupy the premises leased under its Lease. Rent collected by Purchaser after the Closing Date shall be applied first to Rent currently due, then to Delinquent Rent. Non-delinquent rent for the period after Closing collected by Seller shall be promptly remitted to Rent due Purchaser, and then Delinquent Rent due Seller, if any. Unpaid and delinquent rent Delinquent Rent collected by Seller or Purchaser after the date of Closing shall be delivered as follows: (i) if Seller collects any unpaid or delinquent rent Delinquent Rent for the Property, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of Closing and any period thereafter, and (ii) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent which Seller is entitled to hereunder relating to the period prior to the date of Closing. Anything herein to the contrary notwithstanding, Seller and Purchaser agree that all rents received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity.

Delinquent Rent. Delinquent Rent (including delinquent Additional Rent) shall not be prorated at Closing and shall be paid by Purchaser to the applicable Seller if, as and when actually collected by Purchaser after the Closing, it being understood and agreed that Purchaser shall use commercially reasonable efforts to collect Delinquent Rent on behalf of each Seller. Rents received by Purchaser after Closing, but prior to the next month’s Rent payment date from Tenants who have not previously paid their Rent for the month of Closing, shall be applied to the Rent due for the month of Closing and shall be prorated between Purchaser and Seller as if such Rent were received prior to the Closing Date. Purchaser and Sellers hereby agrees agree that (a) each Seller or and its agents may attempt not initiate litigation to collect Delinquent Rent at such without the Purchaser’s prior written consent; and (b) if Purchaser does not consent in writing to a Seller’s expense, including by commencing litigation to collect Delinquent Rent against a Tenant within five (5) Business Days after the date on which such Seller gave Purchaser written notice requesting Purchaser’s consent to such litigation, Purchaser shall make a cash payment to such Seller, not later than ten (10) Business Days after such written request by such Seller, in an amount equal to seventy-five percent (75%) of the amount of the applicable Tenant’s receivables that are delinquent for thirty (30) days or less (and upon receipt of such payment such Seller shall be WRIT MOB – Transaction IV deemed to have waived any right to commence litigation against the applicable Tenant for its Delinquent Rent, but each ). No Seller agrees that it shall not initiate any action may commence litigation that would terminate a Tenant’s Lease or affect a Tenant’s right to occupy the premises leased under its Lease. Rent collected by Purchaser after the Closing Date shall be applied first to Rent currently due, then to Delinquent Rent. Non-delinquent rent for the period after Closing collected by Seller shall be promptly remitted to Rent due Purchaser, and then Delinquent Rent due Seller, if any. Unpaid and delinquent rent Delinquent Rent collected by Seller or Purchaser after the date of Closing shall be delivered as follows: (i) if Seller collects any unpaid or delinquent rent Delinquent Rent for the Property, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of Closing and any period thereafter, and (ii) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent which Seller is entitled to hereunder relating to the period prior to the date of Closing. Anything herein to the contrary notwithstanding, Seller and Purchaser agree that all rents received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity.

Delinquent Rent. Delinquent Rent (including delinquent Additional Rent) shall not be prorated at Closing and shall be paid by Purchaser to the applicable Seller if, as and when actually collected by Purchaser after the Closing, it being understood and agreed that Purchaser shall use commercially reasonable efforts to collect Delinquent Rent on behalf of each Seller. Rents received by Purchaser after Closing, but prior to the next month’s Rent payment date from Tenants who have not previously paid their Rent for the month of Closing, shall be applied to the Rent due for the month of Closing and shall be prorated between Purchaser and Seller as if such Rent were received prior to the Closing Date. Purchaser and Sellers hereby agrees agree that (a) each Seller or and its agents may attempt not initiate litigation to collect Delinquent Rent at such without the Purchaser’s prior written consent; and (b) if Purchaser does not consent in writing to a Seller’s expense, including by commencing litigation to collect Delinquent Rent against a Tenant within five (5) Business Days after the date on which such Seller gave Purchaser written notice requesting Purchaser’s consent to such litigation, Purchaser shall make a cash payment to such Seller, not later than ten (10) Business WRIT MOB - Transaction III Days after such written request by such Seller, in an amount equal to seventy-five percent (75%) of the amount of the applicable Tenant’s receivables that are delinquent for thirty (30) days or less (and upon receipt of such payment such Seller shall be deemed to have waived any right to commence litigation against the applicable Tenant for its Delinquent Rent, but each ). No Seller agrees that it shall not initiate any action may commence litigation that would terminate a Tenant’s Lease or affect a Tenant’s right to occupy the premises leased under its Lease. Rent collected by Purchaser after the Closing Date shall be applied first to Rent currently due, then to Delinquent Rent. Non-delinquent rent for the period after Closing collected by Seller shall be promptly remitted to Rent due Purchaser, and then Delinquent Rent due Seller, if any. Unpaid and delinquent rent Delinquent Rent collected by Seller or Purchaser after the date of Closing shall be delivered as follows: (i) if Seller collects any unpaid or delinquent rent Delinquent Rent for the Property, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of Closing and any period thereafter, and (ii) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent which Seller is entitled to hereunder relating to the period prior to the date of Closing. Anything herein to the contrary notwithstanding, Seller and Purchaser agree that all rents received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity.

Delinquent Rent. Delinquent Basic Rent and additional rents constituting reimbursement to Seller for common area maintenance charges, property taxes, insurance and other operating expenses (including delinquent "Additional Rent") which is delinquent and remains uncollected at Closing shall not be prorated between Seller and Buyer at Closing Closing. At Closing, Seller shall furnish to Buyer a schedule of delinquent Basic Rent and Additional Rent due under the Leases. Buyer shall be paid by Purchaser pay to the applicable Seller ifSeller, as Seller's prorata share of any delinquent Basic Rent and Additional Rent if and when actually collected by Purchaser after Buyer; provided, however, that Buyer shall have no obligation to collect or pursue the collection of same. If Buyer fails to collect any such deficiency within thirty (30) days of Closing, it being Seller may collect such deficiency or pursue the collection of the same. Buyer shall fully cooperate with (but shall not be required to incur any expense with respect to) Seller's efforts to collect deficient rent permitting Seller to bring such claim in Buyer's name if necessary to pursue such claim; provided, however, that Buyer shall not be required to terminate any lease or evict any tenant. It is understood and agreed that Purchaser shall use commercially reasonable efforts to collect Delinquent any Basic Rent on behalf of each Seller. Purchaser hereby agrees that each Seller or its agents may attempt to collect Delinquent Rent at such Seller’s expense, including by commencing litigation to collect such Delinquent Rent, but each Seller agrees that it shall not initiate any action that would terminate a Tenant’s Lease or affect a Tenant’s right to occupy the premises leased under its Lease. Additional Rent collected by Buyer after the Closing Date shall be applied first to Rent currently due, then to Delinquent Rent. Non-delinquent rent for the period after Closing collected by Seller shall be promptly remitted to Purchaser. Unpaid and delinquent rent collected by Seller or Purchaser after the date of Closing shall be delivered as follows: (i) if Seller collects any unpaid or delinquent rent for the Property, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of Closing and any period thereafter, and (ii) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent which Seller is entitled to hereunder relating to the period prior to the date of Closing. Anything herein to the contrary notwithstanding, Seller and Purchaser agree that all rents received by Seller or Purchaser after the date of Closing shall be applied first to current deficient Basic Rent and Additional Rent in the order in which such deficiency arose, earliest deficiencies to be first paid. Buyer shall hold all landlord's liens in the entireties thereof to enforce the payment of rentals to which Buyer is entitled, and then Seller shall be deemed to delinquent rentals, if any, in inverse order have transferred to Buyer all of maturitysuch landlord's liens.

Delinquent Rent. Delinquent Rent (including delinquent Additional Rent) shall not be prorated at Closing and shall be paid by Purchaser to the applicable Seller if, as as, and when actually collected by Purchaser after the Closing. For purposes hereof, it being Percentage Rent for all periods prior to the Closing Date but not received by the Closing Date shall be treated in the same manner as Delinquent Rent under this Section 5.2(c). It is understood and agreed that Purchaser shall be obligated to use its commercially reasonable efforts to collect Delinquent Rent on behalf of each Seller. Purchaser hereby agrees that each Seller or its agents may attempt (including, without limitation, sending notices of default under the applicable lease), but is under no obligation to initiate any legal proceeding to collect Delinquent Rent at such Seller’s expense, including by commencing litigation to collect such the Delinquent Rent, but each Seller agrees that it shall not initiate any action that would evict the Tenant who is delinquent, or terminate a the Tenant’s Lease lease. In the event that Seller, prior to the Closing, has initiated an action for Delinquent Rent, then, at Purchaser’s option, Seller will, at the Closing, assign its rights in such action to Purchaser who will thereafter prosecute the same on behalf of Seller, and the legal fees incurred by Purchaser in prosecuting such action shall be borne by Purchaser and Seller in the same proportion as the parties share any recovery of Delinquent Rent pursuant to the next sentence of this Section 5.2(c). Delinquent Rent collected by Purchaser after the Closing Date (less any collection costs incurred by Purchaser), for periods prior to the Closing Date, shall be applied first to any other unpaid Delinquent Rent accruing after the Closing Date, current rents, and then any sums remaining to Delinquent Rent owing prior to the Closing Date. Base Rent or affect a Tenant’s right to occupy the premises leased under its Lease. Additional Rent collected after the Closing Date (less any collection costs incurred by Purchaser) shall be applied first to Rent the sums then currently due, due and owing from Tenant under the Lease for all periods accruing after the Closing Date and then any sums remaining to Delinquent Rent. Non-delinquent rent for the period after Closing collected by Seller shall be promptly remitted to Purchaser. Unpaid and delinquent rent collected by Seller or Purchaser after the date of Closing shall be delivered as follows: (i) if Seller collects any unpaid or delinquent rent for the Property, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of Closing and any period thereafter, and (ii) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent which Seller is entitled to hereunder relating to the period prior to the date of Closing. Anything herein to the contrary notwithstanding, Seller and Purchaser agree that all rents received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity.

Delinquent Rent. Delinquent Rent (including delinquent Additional Rent) shall not be accrued or prorated at Closing. Any Delinquent Rent that is paid after the Closing and shall Date shall, subject to the terms below, be paid to Seller, and if Delinquent Rent is received by Purchaser, Purchaser shall pay the Delinquent Rent to Seller promptly after collection by Purchaser as provided for in Section 8.4(f) below. Purchaser shall use reasonable efforts to the applicable Seller if, as and when actually collected by Purchaser collect any Delinquent Rent after the Closing, it being understood and agreed provided that Purchaser shall use commercially reasonable efforts not be required to collect commence any legal proceedings or terminate any Lease. In the event Purchaser commences any action or proceeding against any Tenant and as a result thereof collects any Delinquent Rent on behalf which Purchaser is required to remit to Seller, Purchaser shall be entitled to deduct and retain a portion of each Seller. the amount collected which is equal to the reasonable, third-party expenses incurred by Purchaser hereby agrees that each Seller or its agents may attempt to collect Delinquent Rent at such Seller’s expense, including by commencing litigation to collect in connection with the collection of such Delinquent Rent, but each Seller agrees that it . Purchaser shall not initiate waive any action that would terminate a Tenant’s Delinquent Rent or modify or amend any Lease or affect a Tenant’s right so as to occupy reduce the premises leased under its Lease. Delinquent Rent collected after owed by the Closing Date shall be applied first to Rent currently due, then to Delinquent Rent. Non-delinquent rent Tenant for the period after Closing collected by Seller shall be promptly remitted to Purchaser. Unpaid and delinquent rent collected by Seller or Purchaser after the date of Closing shall be delivered as follows: (i) if Seller collects any unpaid or delinquent rent for the Property, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of Closing and any period thereafter, and (ii) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent in which Seller is entitled to hereunder relating receive such Delinquent Rent, without first obtaining Seller’s written consent. Following the Closing, Seller shall have the right to the period pursue claims against any Tenant or other party for sums due with respect to periods prior to the date of Closing. Anything herein ; provided, however, that with respect to the contrary notwithstandingany legal proceedings against any Tenant, Seller and (1) shall be required to notify Purchaser agree that all rents received by Seller in writing of its intention to commence or Purchaser pursue such legal proceedings; (2) shall only be permitted to commence or pursue any legal proceedings after the date which is twelve (12) months after Closing; and (3) shall not be permitted to commence or pursue any legal proceedings against any tenant seeking eviction of Closing such Tenant or the termination of the underlying Lease. Purchaser shall promptly sign such consents and authorizations and otherwise cooperate with Seller in pursuit of such claims as may be applied first to current rentals and then to delinquent rentalsreasonably requested, if any, in inverse order of maturityall at Seller’s expense.

Delinquent Rent. Delinquent Rent (including delinquent Additional Rent) shall not be prorated at Closing and shall be paid by Purchaser to the applicable Seller if, as and when actually collected by Purchaser after the Closing, it being understood and agreed that Purchaser shall use commercially reasonable efforts to collect Delinquent Rent on behalf of each Seller. Purchaser hereby agrees that each Seller or its agents may attempt to collect Delinquent Rent at such Seller’s expense, including by commencing litigation to collect such Delinquent Rent, but each Seller agrees that it shall not initiate any action that would terminate a Tenant’s Lease or affect a Tenant’s right to occupy the premises leased under its Lease. Rent collected after the Closing Date shall be applied first to Rent currently due, then to Delinquent Rent. Non-delinquent rent for the period after Closing collected by Seller shall be promptly remitted to Purchaser. Unpaid and delinquent rent collected by Seller or Purchaser after the date of Closing shall be delivered as follows: (i) if Seller collects any unpaid or delinquent rent for the Property, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of Closing and any period thereafter, and (ii) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent which Seller is entitled to hereunder relating to the period prior to the date of Closing. Anything herein to the contrary notwithstanding, Seller and Purchaser agree that all rents received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity.

Delinquent Rent. Delinquent Rent (including delinquent Additional Rent) shall not be accrued or prorated at Closing. Any Delinquent Rent that is paid after the Closing and shall Date shall, subject to the terms below, be paid to Seller, and if Delinquent Rent is received by Purchaser to the applicable Seller ifPurchaser, as and when actually collected by Purchaser after the Closing, it being understood and agreed that Purchaser shall use commercially reasonable efforts to collect pay the Delinquent Rent on behalf of each Seller. Purchaser hereby agrees to Seller promptly after collection by Purchaser; provided, however, that each Seller or its agents may attempt to collect Delinquent Rent at such Seller’s expense, including by commencing litigation to collect such Delinquent Rent, but each Seller agrees that it shall not initiate any action that would terminate a Tenant’s Lease or affect a Tenant’s right to occupy the premises leased under its Lease. all Rent collected after the Closing Date shall be applied first to payment of all amounts due Purchaser from the applicable Tenant and second to all Delinquent Rent currently duedue to Seller. Purchaser shall use reasonable efforts to collect any Delinquent Rent after the Closing, then provided that Purchaser shall not be required to commence any legal proceedings or terminate any Lease. In the event Purchaser commences any action or proceeding against any Tenant and as a result thereof collects any Delinquent Rent which Purchaser is required to remit to Seller, Purchaser shall be entitled to deduct and retain a portion of the amount collected which is equal to the Pro Rata Share of the reasonable, third party expenses incurred by Purchaser in connection with the collection of such Delinquent Rent. Non-delinquent rent Purchaser shall not waive any Delinquent Rent or modify or amend any Lease so as to reduce the Delinquent Rent owed by the Tenant for any period in which Seller is entitled to receive such Delinquent Rent, without first obtaining Seller's written consent. If Purchaser fails to pay any Delinquent Rent due to Seller under the period after Closing collected by Seller shall be promptly remitted to Purchaser. Unpaid and delinquent rent collected by Seller or Purchaser after the date of Closing shall be delivered as follows: (i) if Seller collects any unpaid or delinquent rent for the Property, Seller shall, terms hereof within fifteen (15) days after of Purchaser's receipt of the receipt thereofsame, deliver the amount due to Purchaser Seller shall thereafter bear interest at any such rent which Purchaser is entitled to hereunder relating to annual rate of ten percent (10%), compounded monthly. As of the date set forth for the final closing adjustment in SECTION 8.4(I), any Delinquent Rent which has not then been paid shall be deemed assigned to Seller, provided that, without the prior written consent of Closing and any period thereafter, and (ii) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent which Seller is entitled to hereunder relating to the period prior to the date of Closing. Anything herein to the contrary notwithstandingPurchaser, Seller and Purchaser agree that all rents received by Seller or Purchaser after shall not take any action against a Tenant owing Delinquent Rent which would affect such Tenant's right to occupy the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturitypremises demised under its Lease.

Delinquent Rent. For purposes of this Section 4.2, “Delinquent Rent” shall mean any Rent that, under the terms of the applicable Lease, was past due as of the Closing Date and which has not been received in good funds by Seller on or prior to the Closing Date. Delinquent Rent (including delinquent Additional Rent) shall not be accrued or prorated at Closing. Any Delinquent Rent that is received by Buyer after the Closing and Date shall be paid to Seller within ten (10) days of receipt by Purchaser to the applicable Seller ifBuyer; provided, as and when actually however, that all Rent collected by Purchaser after the Closing, it being understood and agreed that Purchaser shall use commercially reasonable efforts to collect Delinquent Rent on behalf of each Seller. Purchaser hereby agrees that each Seller or its agents may attempt to collect Delinquent Rent at such Seller’s expense, including by commencing litigation to collect such Delinquent Rent, but each Seller agrees that it shall not initiate any action that would terminate a Tenant’s Lease or affect a Tenant’s right to occupy the premises leased under its Lease. Rent collected Buyer after the Closing Date shall be applied first to payment of all Rent currently duedue Buyer from the applicable Tenant with respect to the period from and after the Closing Date, and then after any deduction allowed by this subsection for collection costs, to all Delinquent Rent due to Seller. Following Closing, Buyer shall use good faith commercially reasonable efforts to collect any Delinquent Rent, provided that Buyer shall not be required to commence any legal proceedings or to terminate any Lease. If Buyer commences any action or proceeding against any Tenant and as a result thereof collects any Delinquent Rent which Buyer is required to remit to Seller, Buyer shall be entitled to deduct and retain a portion of the amount collected which is equal to the prorata share of the reasonable third party expenses incurred by Buyer in connection with the collection of any such Delinquent Rent. Non-delinquent rent Buyer shall not waive any Delinquent Rent or modify or amend any Lease so as to reduce the Delinquent Rent owed by the Tenant for the period after Closing collected by Seller shall be promptly remitted to Purchaser. Unpaid and delinquent rent collected by Seller or Purchaser after the date of Closing shall be delivered as follows: (i) if Seller collects any unpaid or delinquent rent for the Property, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of Closing and any period thereafter, and (ii) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent in which Seller is entitled to hereunder relating to the period prior to the date of Closing. Anything herein to the contrary notwithstandingreceive such Delinquent Rent, Seller and Purchaser agree that all rents received by Seller without first obtaining Seller’s written consent (which consent shall not be unreasonably withheld or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturityconditioned).

Delinquent Rent. Delinquent Any Rent (including delinquent Additional Rentas hereinafter defined) that shall not be prorated at have been paid when due under any Lease as of the Closing and shall be paid by Purchaser referred to the applicable Seller if, as and when actually collected by Purchaser after the Closing, it being understood and agreed that Purchaser shall use commercially reasonable efforts to collect Delinquent Rent on behalf of each Seller. Purchaser hereby agrees that each Seller or its agents may attempt to collect Delinquent Rent at such Seller’s expense, including by commencing litigation to collect such “Delinquent Rent, but each Seller agrees that it shall not initiate any action that would terminate a Tenant’s Lease or affect a Tenant’s right to occupy the premises leased under its Lease. .” Delinquent Rent collected after the Closing Date shall be applied first to Rent currently due, then to Delinquent Rent. Non-delinquent rent for the period after Closing collected by Seller shall be promptly remitted to Purchaser. Unpaid and delinquent rent collected by Seller or Purchaser after the date of Closing shall be delivered as follows: (i) if Seller collects , with any unpaid or delinquent rent for the Property, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of Closing and any period thereafter, and (ii) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent which Seller is entitled to hereunder relating Delinquent Rents attributable to the period prior to the date of Closing. Anything herein Closing paid to the contrary notwithstanding, Seller and Purchaser agree that all rents Interest Seller: All Delinquent Rent received by Seller or Purchaser after the date of Closing shall be applied first to then current rentals Rent, and then to delinquent rentals, if anyDelinquent Rent, in inverse order of maturity; provided, that any Rent collected for the month in which the Closing occurs (if not collected prior to Closing) shall be allocated between Interest Seller and Buyer based on the number of days in such month. At Closing, Interest Seller shall deliver to Interest Purchaser a schedule of all past due but uncollected Rent and other sums owed by tenants, and Interest Purchaser shall cause the Company to include the amount of such Rent and other sums in the first bills thereafter submitted to the tenants in question after the Closing, and shall continue to do so for six (6) months thereafter and shall use Commercially Reasonable Efforts to collect such past due rent; provided, that for a period of three (3) months following the Closing Date, Interest Purchaser shall have no obligation to file a cause of action or bring legal proceedings against such Tenant to collect any Delinquent Rent; provided further, that from and after the date that is three (3) months after the Closing Date, upon the written request of Interest Seller and at Interest Seller’s sole cost and expense, Interest Purchaser shall file or cause to be filed a cause of action and to bring and pursue legal proceedings against such Tenant to collect any Delinquent Rent.

Delinquent Rent. Delinquent Rent (including delinquent Additional Rent) shall not be prorated at Closing and shall be paid by Purchaser to the applicable Seller if, as and when actually collected by Purchaser after the Closing, it being understood and agreed that Purchaser shall use commercially reasonable efforts to collect Delinquent Rent on behalf of each Seller. Purchaser hereby agrees that each Seller or its agents may attempt to collect Delinquent Rent at such Seller’s expense, (including by commencing litigation to collect such Delinquent Additional Rent, but each Seller agrees that it shall not initiate any action that would terminate a Tenant’s Lease or affect a Tenant’s right if and to occupy the premises leased under its Lease. Rent extent expressly identified as Additional Rent) collected after the Closing Date but during the calendar month during which the Closing occurs shall be applied (i) first to Rent currently due, due in the month of Closing and (ii) then to Rent due in respect of periods prior to the Closing (including Delinquent Rent). Non-delinquent rent for Rent (including Basic Rent and Additional Rent) collected after the period calendar month during which the Closing occurs shall be applied (i) first to Rent due in respect of periods from and after the Closing and (ii) then to Rent due in respect of periods prior to the Closing (including Delinquent Rent). Delinquent Rent collected by Seller shall be promptly remitted to Purchaser. Unpaid and delinquent rent collected by Seller the Sellers or Purchaser after the date of Closing shall be delivered as follows: (i) if any Seller collects any unpaid or delinquent rent for the Property, such Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent to which Purchaser is entitled to hereunder relating to the period commencing on the date of Closing and any period thereafterClosing, and (ii) if Purchaser collects any unpaid or delinquent rent from any Property (and after the Propertypayment of all Rent and other amounts due to Purchaser from the applicable Tenant, which payments shall be applied in accordance with the terms of the two immediately preceding sentences), Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to the Seller of such Property any such rent to which such Seller is entitled to hereunder relating to the period prior to the date of Closing. Anything herein to the contrary notwithstanding, Seller From and Purchaser agree that all rents received by Seller or Purchaser after Closing for a period ending nine (9) months after the date Closing Date, Purchaser shall use good faith and commercially reasonable efforts to collect from the Tenants all Delinquent Rents that are delinquent for the period prior to Closing. Following the Closing, Sellers shall have no right to pursue directly any of Closing shall be applied first Sellers’ rights and remedies against the applicable Tenants to current rentals and then to delinquent rentals, if any, in inverse order of maturityrecover such delinquencies.

Delinquent Rent. 7.1.1 The Closing shall take place on September 22, 1999 in the offices of the Title Insurer or such other place as the parties shall mutually agree upon at a time mutually agreed upon on the Closing Date. If requested by Seller, Purchaser shall agree to conduct closing through a pre-closing, an escrow or other arrangement reasonably requested by Seller, whereby the Seller and its attorneys need not be physically present at the Closing and may deliver documents by overnight air courier or other means. 7.1.2. All normal and customarily proratable items, including, without limitation, collected base or minimum rent ("Base Rent"), operating expenses, personal property taxes, other operating expenses and fees, shall be prorated as of the Closing Date, Seller being charged and credited for all of same attributable to the period up to the Closing Date (and credited for any amounts paid by Seller attributable to the period on or after the Closing Date) and Purchaser being responsible for, and credited or charged, as the case may be, for all of same attributable to the period on and after the Closing Date; provided, however, that any sums owing in respect of Base Rent under the Commercial Leases as of the Closing Date ("Delinquent Rent (including delinquent Additional Base Rent") shall not be reflected in an adjustment on the Closing Date but shall be collected and apportioned as set forth in Section 7.1.6 below. All unapplied deposits under Tenant leases, as reflected in the most current rent roll provided to Purchaser, shall, at Seller's option, be transferred by Seller to Purchaser or credited to Purchaser at the Closing, and Purchaser shall assume all liability for the same. Seller shall not apply any security deposits reflected in the rent roll to any obligations under the Commercial Leases. Purchaser shall assume at Closing the obligation to pay any accrued but unpaid tenant improvement allowances and leasing commissions, together with any payments due parties to other agreements affecting the Property which survive Closing, if and only to the extent such items are identified on Exhibit 1.1.4 or are hereafter approved in writing by Purchaser. Any real estate ad valorem or similar taxes for the Property, or any installment of assessments payable in installments which installment is payable in the year of Closing, shall be prorated to the date of Closing, based upon actual days involved. The proration of real property taxes or installments of assessments shall be based upon the assessed valuation and tax rate figures for the year in which the Closing occurs to the extent the same are available; provided, that in the event that actual figures (whether for the assessed value of the Property or for the tax rate) for the year of Closing are not available at the Closing Date, the proration shall be made using figures from the preceding year. The proration shall be final and unadjustable except as provided in Section 7.1.5. Unless expressly provided otherwise herein, For purposes of this ARTICLE 7 the terms "Rent" and "Rents" shall include, without limitation, base rents, additional rents, percentage rents and common area maintenance charges. The provisions of this Section 7.1.2. shall apply during the Proration Period (as defined below). 7.1.3. Percentage rents actually collected for the month in which the Closing occurs shall be prorated as of the Closing Date. After Purchaser has completed any reconciliation of actual percentage rents payable and estimated percentage rents paid by the subject tenants, and all reconciled amounts have been paid, a reconciliation shall be made between Seller and Purchaser with regard to such percentage rents. Pursuant to such reconciliation, Seller and Purchaser shall be entitled to their proportionate share of all percentage rents paid for the subject fiscal Commercial Lease year used to calculate each tenant's percentage rents based on the number of days of such fiscal year Seller and Purchaser owned the Property (and adjusted for any amount of percentage rent prorated at Closing or received by Seller or Purchaser). As used in this Section 7.1.3, the term "percentage rents" shall not include and shall have deducted from such percentage rent amount any "base" or "minimum" rent component which is payable each month (regardless of actual sales), which "base" or "minimum" rent component shall be prorated or otherwise handled in the manner provided in this Agreement. 7.1.4. To the extent that any additional rent (including, without limitation, estimated payments for operating expenses and/or real estate taxes) (collectively, "Expenses") is paid by tenants to landlord under the Commercial Leases based on an estimated payment basis (monthly, quarterly, or otherwise) for which a future reconciliation of actual Expenses to estimated payments is required to be performed at the end of a reconciliation period, Purchaser and Seller shall make an adjustment at the Closing for the applicable reconciliation period (or periods, if the Commercial Leases do not have a common reconciliation period) based on a comparison of the actual Expenses to the applicable Seller ifestimated payments at the Closing. If, as and when actually collected by Purchaser after of the Closing, it being understood and agreed Seller has received additional rent payments in excess of the amount that tenants will be required to pay, based on the actual Expenses as of the Closing, Purchaser shall use commercially reasonable efforts receive a credit in the amount of such excess. If, as of the Closing, Seller has received additional rent payments that are less than the amount that tenants would be required to collect Delinquent Rent pay based on behalf the actual Expenses as of each Sellerthe Closing, Purchaser shall deliver to Seller the amount of such deficiency within thirty (30) days after the reconciliation pursuant to which the tenant's payment of such deficient amounts are received by Purchaser. Purchaser hereby agrees that each Seller 7.1.5. If any of the items subject to proration hereunder cannot be prorated at the Closing because the information necessary to compute such proration is unavailable, or its agents may attempt if any errors or omissions in computing prorations at the Closing are discovered subsequent to collect Delinquent Rent at the Closing, then such Seller’s expense, including by commencing litigation to collect item shall be reapportioned and such Delinquent Rent, but each Seller agrees that it shall not initiate any action that would terminate a Tenant’s Lease or affect a Tenant’s right to occupy the premises leased under its Lease. Rent collected errors and omissions corrected as soon as practicable after the Closing Date and the proper party reimbursed, which obligation shall be applied first to Rent currently due, then to Delinquent Rent. Non-delinquent rent survive the Closing for a period (the period after "Proration Period") from the Closing collected by Seller shall be promptly remitted to Purchaser. Unpaid and delinquent rent collected by Seller or Purchaser Date until one (1) year after the date Closing Date. Neither party hereto shall have the right to require a recomputation of a Closing shall be delivered as follows: proration or a correction of an error or omission in a Closing proration unless within the Proration Period one of the parties hereto (i) if Seller collects any unpaid has obtained the previously unavailable information or delinquent rent for has discovered the Property, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of Closing and any period thereaftererror or omission, and (ii) if Purchaser collects has given Notice thereof to the other party together with a copy of its good faith recomputation of the proration and copies of all substantiating information used in such recomputation. The failure of a party to obtain any unpaid previously unavailable information or delinquent rent from discover an error or omission with respect to an item subject to proration hereunder and to give Notice thereof as provided above within the Property, Purchaser shall, within fifteen (15) days Proration Period shall be deemed a waiver of its right to cause a recomputation or a correction of an error or omission with respect to such item after the receipt thereofClosing Date. 7.1.6. If on the Closing Date any Tenant is in arrears in any Rent payment under any Commercial Lease (the "Delinquent Rent"), deliver any Delinquent Rent received by Purchaser and Seller from such Tenant after the Closing shall be applied to Seller any amounts due and payable by such rent which Seller is entitled to hereunder relating Tenant during the following periods in the following order of priority: (i) first, to the period prior of time after the Closing Date, and (ii) second, to the date period of Closingtime before the Closing Date. Anything herein to the contrary notwithstanding, Seller and Purchaser agree that all rents If Delinquent Rent or any portion thereof received by Seller or Purchaser after the date Closing are due and payable to the other party by reason of Closing this allocation, the appropriate sum, less a proportionate share of any reasonable attorneys' fees and costs and expenses expended in connection with the collection thereof, shall be applied promptly paid to the other party. For a period of six (6) months following the Closing Date, Purchaser shall continue to xxxx existing tenants for accounts receivable and delinquent rents attributable to the Property for the period prior to the Closing Date. To the extent that Purchaser receives, during the Proration Period, rents applicable to a period prior to the Closing, Purchaser shall promptly pay such rents to Seller after first to current rentals and then to delinquent rentalsdeducting any sums due Purchaser from such tenants for rent or other charges accruing after the Closing Date. After six (6) months after the Closing Date, if anySeller shall have the right, but not the obligation, in inverse order its own name, to demand payment of maturity.and to collect Delinquent Rent owed to Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant (provided, that Seller shall not commence any legal actions or proceedings against any Tenant which continues as a Tenant at the Property after Closing without the prior consent of Purchaser, which will not be unreasonably withheld or delayed), and the delivery of the Assignment as defined in Section 7.2.1.3 shall not constitute a waiver by Seller of such right. Purchaser agrees to deliver to Seller, upon demand, any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), and to execute any and all consents or other documents reasonably necessary for the collection of such Delinquent Rent by Seller. The provisions of this Section 7.1.6. shall apply during the Proration Period. 7.1.7. Prior to the Close of Escrow, Seller and Purchaser shall determine the amount of all unsatisfied costs and expenses which were incurred, or are to be incurred, in connection with any and all Commercial Leases executed, modified or extended by Seller prior to the Effective Date, including, without limitation, all costs and expenses for tenant-improvements (either completed or to be completed) and brokerage commissions (collectively, "Pre-Closing Leasing Costs"); provided that such costs shall not include any Pre-Closing Leasing Costs to be incurred in connection with a renewal or extension of any Commercial Lease, which extension or renewal occurs after Closing. Seller shall remain responsible for satisfying any Pre- Closing Leasing Costs which were not credited to Purchaser at Closing. 7.1.8. Purchaser shall be credited at Closing for all amounts which are unsatisfied amounts for all capital contracts, contracts pertaining to works of improvement or other contracts existing prior to Closing, pertaining to the Property (for work performed prior to Closing) ("Pre- Closing Capital Costs"). 7.1.9. At Closing, Purchaser shall receive a credit against the Purchase Price in the amount of FOUR HUNDRED THOUSAND DOLLARS ($400,000.00) ("Repair Credit") for repairing existing fire and related damage ("Repair Work") on the Property. Purchaser covenants and agrees to cooperate with Seller, in Seller's obtaining, to the extent possible, recovery of the Repair Credit from Seller's insurance carrier ("Insurance Proceeds"). It is understood and agreed by Seller and Purchaser that notwithstanding anything in this Purchase Contract to the contrary, Purchaser has no right, title or interest in the Insurance Proceeds. 7.2 ITEMS TO BE DELIVERED PRIOR TO OR AT CLOSING. 7.2.1

Delinquent Rent. For purposes of this Section 4.2, “Delinquent Rent” shall mean any Rent that, under the terms of the applicable Resident Contract, was more than 30 days past due as of the Closing Date or which has not been received in good funds by Seller on or prior to the Closing Date. Delinquent Rent (including delinquent Additional Rent) shall not be accrued or prorated at Closing. Any Delinquent Rent that is applicable to Seller’s period of ownership that is received by Buyer after the Closing and Date shall be paid by Purchaser to Seller in accordance with the applicable Seller ifterms hereof; provided, as and when actually however, that all Rent collected by Purchaser after the Closing, it being understood and agreed that Purchaser shall use commercially reasonable efforts to collect Delinquent Rent on behalf of each Seller. Purchaser hereby agrees that each Seller or its agents may attempt to collect Delinquent Rent at such Seller’s expense, including by commencing litigation to collect such Delinquent Rent, but each Seller agrees that it shall not initiate any action that would terminate a Tenant’s Lease or affect a Tenant’s right to occupy the premises leased under its Lease. Rent collected Buyer after the Closing Date shall be applied first to payment of all Rent currently duedue Buyer from the applicable Resident, then to Rent attributable to the month in which the Closing occurs (and prorated with respect to each parties period of ownership) and then after any deduction allowed by this subsection for collection costs, to all Delinquent Rent due to Seller. Seller shall have the right to use whatever means Seller determines prior to Closing to collect Delinquent Rent including, without limitation, commencing collection actions against Residents owing Delinquent Rent. Non-delinquent rent for the period after Closing collected by Seller Following Closing, Buyer shall use good faith commercially reasonable efforts to collect any Delinquent Rent. If Buyer commences any action or proceeding against any Resident and as a result thereof collects any Delinquent Rent which Buyer is required to remit to Seller, Buyer shall be promptly remitted entitled to Purchaser. Unpaid deduct and delinquent rent retain a portion of the amount collected which is equal to the prorata share of the reasonable third party expenses incurred by Seller or Purchaser after Buyer in connection with the date collection of Closing shall be delivered as follows: (i) if Seller collects any unpaid or delinquent rent for the Property, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled Delinquent Rent. For a period of 120 days following the Closing, Buyer shall not waive any Delinquent Rent or modify or amend any Resident Contract so as to hereunder relating to reduce the date of Closing and Delinquent Rent owed by the Resident for any period thereafter, and (ii) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent in which Seller is entitled to hereunder relating to the period prior to the date of Closing. Anything herein to the contrary notwithstandingreceive such Delinquent Rent, Seller and Purchaser agree that all rents received by Seller without first obtaining Seller’s written consent (which consent shall not be unreasonably withheld or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturityconditioned).

Delinquent Rent. For purposes of this Section 4.2, “Delinquent Rent” shall mean any Rent that, under the terms of the applicable Lease, was past due as of the Closing Date, and which has not been received in good funds by Seller on or prior to the Closing Date. Delinquent Rent (including delinquent Additional Rent) shall not be accrued or prorated at Closing. Any Delinquent Rent that is received by Buyer within 90 days after the Closing and Date shall be paid by Purchaser to the applicable Seller ifSeller; provided, as and when actually collected by Purchaser after the Closinghowever, it being understood and agreed that Purchaser shall use commercially reasonable efforts to collect Delinquent Rent on behalf of each Seller. Purchaser hereby agrees that each Seller or its agents may attempt to collect Delinquent Rent at such Seller’s expense, including by commencing litigation to collect such Delinquent Rent, but each Seller agrees that it shall not initiate any action that would terminate a Tenant’s Lease or affect a Tenant’s right to occupy the premises leased under its Lease. all Rent collected after the Closing Date shall be applied first to payment of all Rent currently duedue Buyer from the applicable Tenant and second to all Delinquent Rent due to Seller. For 90 days following Closing, then Buyer shall use good faith commercially reasonable efforts to collect any Delinquent Rent, provided that Buyer shall not be required to commence any legal proceedings or to terminate any Lease in connection with such efforts. If Buyer commences any action or proceeding against any Tenant and as a result thereof collects any Delinquent Rent which Buyer is required to remit to Seller, Buyer shall be entitled to deduct and retain a portion of the amount collected which is equal to the reasonable third party expenses incurred by Buyer in connection with the collection of any such Delinquent Rent. Non-delinquent rent Buyer shall not waive any Delinquent Rent or modify or amend any Lease so as to reduce the Delinquent Rent owed by the Tenant for the period after Closing collected by Seller shall be promptly remitted to Purchaser. Unpaid and delinquent rent collected by Seller or Purchaser after the date of Closing shall be delivered as follows: (i) if Seller collects any unpaid or delinquent rent for the Property, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of Closing and any period thereafter, and (ii) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent in which Seller is entitled to hereunder relating to the period prior to the date of Closing. Anything herein to the contrary notwithstandingreceive such Delinquent Rent, Seller and Purchaser agree that all rents received by Seller without first obtaining Seller’s written consent (which consent shall not be unreasonably withheld or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturityconditioned).

Delinquent Rent. For purposes of this Section 4.2, “Delinquent Rent” shall mean any Rent that, under the terms of the applicable Lease, was more than thirty (30) days past due as of the Closing Date, and which has not been received in good funds by Seller on or prior to the Closing Date. Delinquent Rent (including delinquent Additional Rent) shall not be accrued or prorated at Closing. Any Delinquent Rent that is received by Buyer after the Closing and Date shall be paid by Purchaser to the applicable Seller ifSeller; provided, as and when actually collected by Purchaser after the Closinghowever, it being understood and agreed that Purchaser shall use commercially reasonable efforts to collect Delinquent Rent on behalf of each Seller. Purchaser hereby agrees that each Seller or its agents may attempt to collect Delinquent Rent at such Seller’s expense, including by commencing litigation to collect such Delinquent Rent, but each Seller agrees that it shall not initiate any action that would terminate a Tenant’s Lease or affect a Tenant’s right to occupy the premises leased under its Lease. all Rent collected after the Closing Date shall be applied first to payment of all Rent currently duedue Buyer from the applicable Tenant and second to all Delinquent Rent due to Seller. Following Closing, then Buyer shall use good faith commercially reasonable efforts to collect any Delinquent Rent, provided that Buyer shall not be required to incur any material cost, to commence any legal proceedings, or to terminate any Lease. If Buyer commences any action or proceeding against any Tenant and as a result thereof collects any Delinquent Rent which Buyer is required to remit to Seller, Buyer shall be entitled to deduct and retain a portion of the amount collected which is equal to the pro rata share of the reasonable third party expenses incurred by Buyer in connection with the collection of any such Delinquent Rent. Non-delinquent rent Buyer shall not waive any Delinquent Rent or modify or amend any Lease so as to reduce the Delinquent Rent owed by the Tenant for the period after Closing collected by Seller shall be promptly remitted to Purchaser. Unpaid and delinquent rent collected by Seller or Purchaser after the date of Closing shall be delivered as follows: (i) if Seller collects any unpaid or delinquent rent for the Property, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of Closing and any period thereafter, and (ii) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent in which Seller is entitled to hereunder relating to the period prior to the date of Closing. Anything herein to the contrary notwithstandingreceive such Delinquent Rent, Seller and Purchaser agree that all rents received by Seller without first obtaining Seller’s consent (which consent may not be unreasonably withheld or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturityconditioned).