Common use of Rents, Income and Other Expenses Clause in Contracts

Rents, Income and Other Expenses. Rents and any other amounts payable by Tenants under the Leases shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration on the basis of a schedule which shall be prepared by Contributor and delivered to GIPLP for GIPLP’s review and approval prior to Closing. GIPLP shall receive at Closing a credit for GIPLP’s pro rata share of the rents, additional rent, Real Estate Taxes, common area maintenance charges, tenant reimbursements and escalations, and all other payments payable for the month of Closing and for all other rents and other amounts that apply to periods from and after the Closing, but which are received by Contributor prior to Closing. GIPLP agrees to pay to Contributor, upon receipt, any rents or other payments by Tenants under the Leases that apply to periods prior to Closing but are received by GIPLP after Closing; provided, however, that any delinquent rents or other payments by Tenants shall be applied first to any current amounts owing by Tenants, then to delinquent rents in the order in which such rents are most recently past due, with the balance, if any, paid over to Contributor to the extent of delinquencies existing at the time of Closing to which Contributor is entitled; it being understood and agreed that GIPLP shall not be legally responsible to Contributor for the collection of any rents or other charges payable with respect to the Lease or any portion thereof, which are delinquent or past due as of the Closing Date; but GIPLP agrees that GIPLP shall send monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants under the terms of the Leases as of the Closing Date, which reimbursements pertain to such Tenants’ pro rata share of operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLP’s actual receipt of any such reimbursements, on the basis of the number of days of Contributor and GIPLP’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP agrees to pay to Contributor Contributor’s pro rata portion of such reimbursements within thirty (30) days after GIPLP’s receipt thereof. Conversely, if any of the Tenants shall become entitled at any time after Closing to a refund of such Tenant’s reimbursements actually paid by such Tenant prior to Closing, then, Contributor shall, within thirty (30) days following GIPLP’s demand therefor, pay to GIPLP any amount equal to Contributor’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor hereby waives its right to file any administrative or legal action against any of the Tenants under the Leases for sums due Contributor for periods attributable to Contributor’s ownership of the Property, except that Contributor shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but shall not be permitted to commence or pursue any legal proceedings against any of the Tenants seeking eviction of such Tenant or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after Closing. The provisions of this Section 5.4(c) shall survive the Closing.

Rents, Income and Other Expenses. Rents and any other amounts payable by Tenants under the Leases tenants shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLPPurchaser’s review and approval prior to Closing. GIPLP Purchaser shall receive at Closing a credit for GIPLPPurchaser’s pro rata share of the rents, additional rent, Real Estate Taxes, common area maintenance charges, tenant reimbursements and escalations, and all other payments payable for the month of Closing and for all other rents and other amounts that apply to periods from and after the Closing, but which are received by Contributor Seller prior to Closing. GIPLP Purchaser agrees to pay to ContributorSeller, upon receipt, any rents or other payments by Tenants tenants under the their respective Leases that apply to periods prior to Closing but are received by GIPLP Purchaser after Closing; provided, however, that any delinquent rents or other payments by Tenants tenants shall be applied first to any current amounts owing by Tenantssuch tenants, then to delinquent rents in the order in which such rents are most recently past due, with the balance, if any, paid over to Contributor Seller to the extent of delinquencies existing at the time of Closing to which Contributor Seller is entitled; it being understood and agreed that GIPLP Purchaser shall not be legally responsible to Contributor Seller for the collection of any rents or other charges payable with respect to the Lease Leases or any portion thereof, which are delinquent or past due as of the Closing Date; but GIPLP Purchaser agrees that GIPLP Purchaser shall send monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants any tenant under the terms of any tenant lease affecting the Leases Property as of the Closing Date, which reimbursements pertain to such Tenants’ tenant’s pro rata share of increased operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLPPurchaser’s actual receipt of any such reimbursements, on the basis of the number of days of Contributor Seller and GIPLPPurchaser’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP Purchaser agrees to pay to Contributor ContributorSeller Seller’s pro rata portion of such reimbursements within thirty (30) days after GIPLPPurchaser’s receipt thereof. Conversely, if any of the Tenants tenant under any such Lease shall become entitled at any time after Closing to a refund of such Tenant’s tenant reimbursements actually paid by such Tenant tenant prior to Closing, then, Contributor Seller shall, within thirty (30) days following GIPLPPurchaser’s demand therefor, pay to GIPLP Purchaser any amount equal to ContributorSeller’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor Seller hereby waives retains its right to file pursue any administrative or legal action against any of the Tenants tenant under the Leases for sums due Contributor Seller for periods attributable to ContributorSeller’s ownership of the Property; provided, however, that Seller (i) shall be required to notify Purchaser in writing of its intention to commence or pursue such legal proceedings; (ii) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after Closing, except that Contributor Seller shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but and (iii) shall not be permitted to commence or pursue any legal proceedings against any of the Tenants tenant seeking eviction of such Tenant tenant or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after Closingapplicable Lease. The provisions of this Section 5.4(c) shall survive the Closing.

Rents, Income and Other Expenses. Rents and any other amounts payable by Tenants under the Leases actually received from tenants shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLPPurchaser’s review and approval prior to Closing. GIPLP Purchaser shall receive at Closing a credit for GIPLPPurchaser’s pro rata share of the rents, additional rent, Real Estate Taxes, common area maintenance charges, tenant reimbursements and escalations, and all other payments payable received for the month of Closing and for all other rents and other amounts that apply to periods from and after the Closing, but which are received by Contributor Seller prior to Closing. GIPLP Purchaser agrees to pay to ContributorSeller, upon receiptreceipt and net of any collection costs incurred by Purchaser, any rents or other payments by Tenants tenants under the their respective Leases that apply to periods prior to Closing but are received by GIPLP Purchaser after Closing; provided, however, that any delinquent rents or other payments by Tenants tenants shall be applied first to any current amounts owing by Tenantssuch tenants, then to delinquent rents in the order in which such rents are most recently past due, with the balance, if any, paid over to Contributor Seller to the extent of delinquencies existing at the time of Closing to which Contributor Seller is entitled; it being understood and agreed that GIPLP Purchaser shall not be legally responsible to Contributor Seller for the collection of any rents or other charges payable with respect to the Lease Leases or any portion thereof, which are delinquent or past due as of the Closing Date; but GIPLP Purchaser agrees that GIPLP Purchaser shall send monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants any tenant under the terms of any tenant lease affecting the Leases Property as of the Closing Date, which reimbursements pertain to such Tenants’ tenant’s pro rata share of increased operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLPPurchaser’s actual receipt of any such reimbursements, on the basis of the number of days of Contributor Seller and GIPLPPurchaser’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP Purchaser agrees to pay to Contributor ContributorSeller Seller’s pro rata portion of such reimbursements within thirty (30) days after GIPLPPurchaser’s receipt thereof. Conversely, if any of the Tenants tenant under any such Lease shall become entitled at any time after Closing to a refund of such Tenant’s tenant reimbursements actually paid by such Tenant tenant prior to Closing, then, Contributor Seller shall, within thirty (30) days following GIPLPPurchaser’s demand therefor, pay to GIPLP Purchaser any amount equal to ContributorSeller’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor Seller hereby waives retains its right to file pursue any administrative or legal action against any of the Tenants tenant under the Leases for sums due Contributor Seller for periods attributable to ContributorSeller’s ownership of the Property; provided, however, that Seller (i) shall be required to notify Purchaser in writing of its intention to commence or pursue such legal proceedings; (ii) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after Closing, except that Contributor Seller shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but and (iii) shall not be permitted to commence or pursue any legal proceedings against any of the Tenants tenant seeking eviction of such Tenant tenant or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after Closingapplicable Lease. The provisions of this Section 5.4(c) shall survive the Closing.

Rents, Income and Other Expenses. Rents As to each Seller, rents and any other amounts payable paid to such Seller by Tenants the tenants under the Leases (and any new lease entered into in accordance with the terms of this Agreement) with respect to the Property of such Seller shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor such Seller and delivered to GIPLP Purchaser for GIPLPPurchaser’s review and approval prior to Closing. GIPLP Each Seller and Purchaser shall receive at Closing a credit for GIPLP’s pro rata share of the prorate all rents, additional rent, Real Estate Taxes, common area maintenance charges, operating expense contributions, tenant reimbursements and escalations, and all other payments payable for under the month Leases with respect to the Property of such Seller (and any such new lease) received as of the Closing Date so that at Closing such Seller will receive monthly basic rent payments through the day prior to the Closing Date and so that such Seller will receive reimbursement for all other rents and other amounts that apply to periods from and after expenses paid by such Seller through the Closing, but which are received by Contributor day prior to Closingthe Closing Date for which such Seller is entitled to reimbursement under the Leases (and any such new lease) (including, without limitation, Taxes) (such expenses shall be reasonably estimated if not ascertainable as the Closing Date and then shall be re-adjusted as provided in (f) below when actual amounts are determined), and so that the excess, if any, is credited to Purchaser. GIPLP Purchaser agrees to pay to Contributoreach applicable Seller, upon receipt, any rents or other payments by Tenants the tenants under the Leases with respect to the Property of such Seller that apply to periods prior to Closing but which are received by GIPLP Purchaser after Closing; provided, however, that any delinquent rents or other payments by Tenants such tenants received by Purchaser after Closing shall be applied first to any current amounts owing then owed to Purchaser by Tenants, then to delinquent rents in the order in which such rents are most recently past duetenants, with the balance, if any, paid over to Contributor the applicable Seller to the extent of delinquencies existing at on the time date of Closing to which Contributor such Seller is entitled; it being . It is understood and agreed that GIPLP Purchaser shall not be legally responsible to Contributor either Seller for the collection of any rents or other charges payable with respect to the Lease Leases of such Seller or any portion thereof, thereof which are delinquent or past due as of the Closing Date; but GIPLP Purchaser agrees that GIPLP Purchaser shall send monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants under the terms of the Leases as of the Closing Date, which reimbursements pertain to such Tenants’ pro rata share of operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLP’s actual receipt of any such reimbursements, on the basis of the number of days of Contributor and GIPLP’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP agrees to pay to Contributor Contributor’s pro rata portion of such reimbursements within thirty (30) days after GIPLP’s receipt thereof. Conversely, if any of the Tenants shall become entitled at any time after Closing to a refund of such Tenant’s reimbursements actually paid by such Tenant prior to Closing, then, Contributor shall, within thirty (30) days following GIPLP’s demand therefor, pay to GIPLP any amount equal to Contributor’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor Each Seller hereby waives retains its right to file any administrative or legal action against any of pursue the Tenants tenants under the Leases of such Seller for sums due Contributor such Seller for periods attributable to Contributorsuch Seller’s ownership of the Property, except that Contributor shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but shall not be permitted to commence or pursue any legal proceedings against any of the Tenants seeking eviction of such Tenant or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after Closing. The provisions of this Section 5.4(c) shall survive the Closing.

Rents, Income and Other Expenses. Rents and any other amounts payable by Tenants Tenant under the Leases Lease shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration on the basis of a schedule which shall be prepared by Contributor and delivered to GIPLP for GIPLP’s review and approval prior to Closing. GIPLP shall receive at Closing a credit for GIPLP’s pro rata share of the rents, additional rent, Real Estate Taxes, common area maintenance charges, tenant reimbursements and escalations, and all other payments payable for the month of Closing and for all other rents and other amounts that apply to periods from and after the Closing, but which are received by Contributor prior to Closing. GIPLP agrees to pay to Contributor, upon receipt, any rents or other payments by Tenants Tenant under the Leases Lease that apply to periods prior to Closing but are received by GIPLP after Closing; provided, however, that any delinquent rents or other payments by Tenants Tenant shall be applied first to any current amounts owing by TenantsTenant, then to delinquent rents in the order in which such rents are most recently past due, with the balance, if any, paid over to Contributor to the extent of delinquencies existing at the time of Closing to which Contributor is entitled; it being understood and agreed that GIPLP shall not be legally responsible to Contributor for the collection of any rents or other charges payable with respect to the Lease or any portion thereof, which are delinquent or past due as of the Closing Date; but GIPLP agrees that GIPLP shall send monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants Tenant under the terms of the Leases Lease as of the Closing Date, which reimbursements pertain to such Tenants’ Tenant’s pro rata share of increased operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLP’s actual receipt of any such reimbursements, on the basis of the number of days of Contributor and GIPLP’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP agrees to pay to Contributor Contributor’s pro rata portion of such reimbursements within thirty (30) days after GIPLP’s receipt thereof. Conversely, if any of the Tenants Tenant shall become entitled at any time after Closing to a refund of such Tenant’s reimbursements actually paid by such Tenant prior to Closing, then, Contributor shall, within thirty (30) days following GIPLP’s demand therefor, pay to GIPLP any amount equal to Contributor’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor hereby waives its right to file any administrative or legal action against any of the Tenants Tenant under the Leases Lease for sums due Contributor for periods attributable to Contributor’s ownership of the Property, except that Contributor shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but shall not be permitted to commence or pursue any legal proceedings against any of the Tenants Tenant seeking eviction of such Tenant or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases Lease received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases Lease received by GIPLP after Closing. The provisions of this Section 5.4(c) shall survive the Closing.

Rents, Income and Other Expenses. Rents and any other amounts payable by Tenants under the Leases tenants shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLPPurchaser’s review and approval prior to Closing. GIPLP Purchaser shall receive at Closing a credit for GIPLPPurchaser’s pro rata share of the rents, additional rent, Real Estate Taxes, common area maintenance charges, tenant reimbursements and escalations, and all other payments payable for the month of Closing and for all other rents and other amounts that apply to periods from and after the Closing, but which are received by Contributor Seller prior to Closing. GIPLP Purchaser agrees to pay to ContributorSeller, upon receiptpromptly, any rents or other payments by Tenants tenants under the their respective Leases that apply to periods prior to Closing but are received by GIPLP Purchaser after Closing; provided, however, that any delinquent rents or other payments by Tenants tenants shall be applied first to any current amounts owing by Tenantssuch tenants, then to delinquent rents in the order in which such rents are most recently past due, with the balance, if any, paid over to Contributor Seller to the extent of delinquencies existing at the time of Closing to which Contributor Seller is entitled; it being understood and agreed that GIPLP Purchaser shall not be legally responsible to Contributor Seller for the collection of any rents or other charges payable with respect to the Lease Leases or any portion thereof, which are delinquent or past due as of the Closing Date; but GIPLP Purchaser agrees that GIPLP Purchaser shall send monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants any tenant under the terms of any tenant lease affecting the Leases Property as of the Closing Date, which reimbursements pertain to such Tenants’ tenant’s pro rata share of increased operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLPPurchaser’s actual receipt of any such reimbursements, on the basis of the number of days of Contributor Seller and GIPLPPurchaser’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP Purchaser agrees to pay to Contributor ContributorSeller Seller’s pro rata portion of such reimbursements within thirty forty-five (3045) days after GIPLPPurchaser’s receipt thereof. Conversely, if any of the Tenants tenant under any such Lease shall become entitled at any time after Closing to a refund of such Tenant’s tenant reimbursements actually paid by such Tenant tenant prior to Closing, then, Contributor Seller shall, within thirty forty-five (3045) days following GIPLPPurchaser’s demand therefor, pay to GIPLP any Purchaser an amount equal to ContributorSeller’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor Seller hereby waives retains its right to file pursue any administrative or legal action against any of the Tenants tenant under the Leases for sums due Contributor Seller for periods attributable to ContributorSeller’s ownership of the Property; provided, however, that Seller (i) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after Closing, except that Contributor Seller shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but and (ii) shall not be permitted to commence or pursue any legal proceedings against any of the Tenants tenant seeking eviction of such Tenant tenant or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after Closingapplicable Lease. The provisions of this Section 5.4(c6.4(c) shall survive the ClosingClosing for a period of one (1) year after the Closing Date; provided, however, that the provisions of this Section 6.4(c) relating to Seller’s retention of rights to pursue any tenant under the Leases shall survive indefinitely.

Rents, Income and Other Expenses. Rents and any other amounts payable paid to Seller by Tenants the tenants under the Leases (and any new lease entered into in accordance with the terms of this Agreement) shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLP’s Purchaser's review and approval at least five (5) days prior to Closing. GIPLP Seller and Purchaser shall receive at Closing a credit for GIPLP’s pro rata share of the prorate all rents, additional rent, Real Estate Taxes, common area maintenance charges, operating expense contributions, tenant reimbursements and escalations, and all other payments payable for under the month Leases (and any such new lease) received as of the Closing Date so that at Closing Seller will receive monthly basic rent payments through the day prior to the Closing Date and so that Seller will receive reimbursement for all other rents and other amounts that apply to periods from and after expenses paid by Seller through the Closing, but which are received by Contributor day prior to Closingthe Closing Date for which Seller is entitled to reimbursement under the Leases (including, without limitation, Taxes) (such expenses shall be reasonably estimated if not ascertainable as the Closing Date and then shall be re-adjusted as provided in (g) below when actual amounts are determined), and so that the excess, if any, is credited to Purchaser. GIPLP Purchaser agrees to pay to ContributorSeller, upon receipt, any rents or other payments by Tenants the tenants under the Leases with respect to the Property that apply to periods prior to Closing but which are received by GIPLP Purchaser after Closing; provided, however, that any delinquent rents or other payments by Tenants such tenants received by Purchaser after Closing shall be applied first to any current amounts owing then owed to Purchaser by Tenants, then to delinquent rents in the order in which such rents are most recently past duetenants, with the balance, if any, paid over to Contributor Seller to the extent of delinquencies existing at on the time date of Closing to which Contributor Seller is entitled; it being . It is understood and agreed that GIPLP Purchaser shall not be legally responsible to Contributor Seller for the collection of any rents or other charges payable with respect to the Lease Leases of Seller or any portion thereof, thereof which are delinquent or past due as of the Closing Date; but GIPLP Purchaser agrees that GIPLP Purchaser shall send monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants under the terms of the Leases as of the Closing Date, which reimbursements pertain to such Tenants’ pro rata share of operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLP’s actual receipt of any such reimbursements, on the basis of the number of days of Contributor and GIPLP’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP agrees to pay to Contributor Contributor’s pro rata portion of such reimbursements within thirty (30) days after GIPLP’s receipt thereof. Conversely, if any of the Tenants shall become entitled at any time after Closing to a refund of such Tenant’s reimbursements actually paid by such Tenant prior to Closing, then, Contributor shall, within thirty (30) days following GIPLP’s demand therefor, pay to GIPLP any amount equal to Contributor’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor Seller hereby waives retains its right to file any administrative or legal action against any of pursue the Tenants tenants under the Leases for sums due Contributor Seller for periods attributable to Contributor’s Seller's ownership of the Property, except that Contributor but in no event shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but shall not Seller be permitted to commence or pursue any legal proceedings against any of the Tenants seeking seek eviction of such Tenant tenants or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after Closingtheir Leases. The provisions of this Section 5.4(c) shall survive the Closing.

Rents, Income and Other Expenses. Rents and any other amounts payable by Tenants Tenant under the Leases Lease shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLPPurchaser’s review and approval prior to Closing. GIPLP Purchaser shall receive at Closing a credit for GIPLPPurchaser’s pro rata share of the rents, additional rent, Real Estate Taxes, common area maintenance charges, tenant reimbursements and escalations, and all other payments payable for the month of Closing and for all other rents and other amounts that apply to periods from and after the Closing, but which are received by Contributor Seller prior to Closing. GIPLP Purchaser agrees to pay to ContributorSeller, upon receipt, any rents or other payments by Tenants under the Leases Lease that apply to periods prior to Closing but are received by GIPLP Purchaser after Closing; provided, however, that any delinquent rents or other payments by Tenants Tenant shall be applied first to any current amounts owing by TenantsTenant, then to delinquent rents in the order in which such rents are most recently past due, with the balance, if any, paid over to Contributor Seller to the extent of delinquencies existing at the time of Closing to which Contributor Seller is entitled; it being understood and agreed that GIPLP Purchaser shall not be legally responsible to Contributor Seller for the collection of any rents or other charges payable with respect to the Lease or any portion thereof, which are delinquent or past due as of the Closing Date; but GIPLP Purchaser agrees that GIPLP Purchaser shall send monthly notices prepared by Contributor Seller for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants Tenant under the terms of the Leases Lease as of the Closing Date, which reimbursements pertain to such Tenants’ Tenant’s pro rata share of increased operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLPPurchaser’s actual receipt of any such reimbursements, on the basis of the number of days of Contributor Seller and GIPLPPurchaser’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP Purchaser agrees to pay to Contributor ContributorSeller Seller’s pro rata portion of such reimbursements within thirty (30) days after GIPLPPurchaser’s receipt thereof. Conversely, if any of the Tenants Tenant shall become entitled at any time after Closing to a refund of such Tenant’s Tenant reimbursements actually paid by such Tenant prior to Closing, then, Contributor Seller shall, within thirty (30) days following GIPLPPurchaser’s demand therefor, pay to GIPLP Purchaser any amount equal to ContributorSeller’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor Seller hereby waives its right to file any administrative or legal action against any of the Tenants Tenant under the Leases Lease for sums due Contributor Seller for periods attributable to ContributorSeller’s ownership of the Property, except that Contributor Seller shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but shall not be permitted to commence or pursue any legal proceedings against any of the Tenants Tenant seeking eviction of such Tenant or the termination of the Lease unless consented to by GIPLP Purchaser in writing. Contributor Seller shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases Lease received by Contributor Seller prior to Closing. GIPLP Purchaser shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases Lease received by GIPLP Purchaser after Closing. The provisions of this Section 5.4(c) shall survive the Closing.

Rents, Income and Other Expenses. Rents and any other amounts payable -------------------------------- actually paid by Tenants under the Leases tenants shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLP’s Purchaser's review and approval prior to Closing. GIPLP Purchaser shall receive at Closing a credit for GIPLP’s Purchaser's pro rata share of the rents, additional rent, Real Estate Taxes, common area maintenance charges, tenant reimbursements and escalations, and all other payments payable actually paid for the month of Closing and for all other rents and other amounts that apply to periods from and after the Closing, but which are received by Contributor Seller prior to Closing. GIPLP Purchaser agrees to pay to ContributorSeller, upon receipt, any rents or other payments by Tenants tenants under the their respective Leases that apply to periods prior to Closing but are received by GIPLP Purchaser after Closing; provided, however, that any delinquent rents or other payments by Tenants tenants shall be applied first to any current amounts owing by Tenantssuch tenants, then to delinquent rents in the order in which such rents are most recently past due, with the balance, if any, paid over to Contributor Seller to the extent of delinquencies existing at the time of Closing to which Contributor Seller is entitled; it being understood and agreed that GIPLP Purchaser shall not be legally responsible to Contributor Seller for the collection of any rents or other charges payable with respect to the Lease Leases or any portion thereof, which are delinquent or past due as of the Closing Date; but GIPLP agrees that GIPLP shall send monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants any tenant under the terms of any tenant lease affecting the Leases Property as of the Closing Date, which reimbursements pertain to such Tenants’ tenant's pro rata share of increased operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLP’s Purchaser's actual receipt of any such reimbursements, on the basis of the number of days of Contributor Seller and GIPLP’s Purchaser's respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP Purchaser agrees to pay to Contributor Contributor’s Seller Seller's pro rata portion of such reimbursements within thirty (30) days after GIPLP’s Purchaser's receipt thereof. Conversely, if any of the Tenants tenant under any such Lease shall become entitled at any time after Closing to a refund of such Tenant’s tenant reimbursements actually paid by such Tenant tenant prior to Closing, then, Contributor Seller shall, within thirty (30) days following GIPLP’s Purchaser's demand therefor, pay to GIPLP Purchaser any amount equal to Contributor’s Seller's pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor hereby waives its right Purchaser shall receive at Closing a credit for all Security Deposits (plus interest thereon to file the extent required to be paid under any administrative Lease) transferred and assigned to Purchaser at Closing in connection with the Leases (provided that no credit shall be given for any letters of credit held as Security Deposits), together with a detailed inventory of such Security Deposits certified by Seller in the updated Rent Roll to be delivered by Seller at Closing. At Closing Seller shall execute and deliver to Purchaser such assignments and other documents as are necessary to provide Purchaser the documentation to allow Purchaser to effect the transfer of such letters of credit to Purchaser or legal action against any the issuance of substitute letters of credit to Purchaser. Personal property taxes, installment payments of special assessment liens, vault charges, sewer charges, utility charges, interest accrued but unpaid under the Existing Note and normally prorated operating expenses actually paid or payable as of the Tenants Closing Date shall be prorated as of the Closing Date and adjusted against the Purchase Price, provided that within ninety (90) days after the Closing, Purchaser and Seller will make a further adjustment for such rents, taxes or charges which may have accrued or been incurred prior to the Closing Date, but not collected or paid at that date. In addition, within ninety (90) days after the close of the fiscal year(s) used in calculating the pass-through to tenants of operating expenses or common area maintenance costs under the Leases [where such fiscal year(s) include(s) the Closing Date], Seller and Purchaser shall, upon the request of either, re-prorate on a fair and equitable basis in order to adjust for sums the effect of any credits or payments due Contributor to or from tenants for periods attributable prior to Contributor’s ownership of the Property, except that Contributor Closing Date. All prorations shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but shall not be permitted to commence made based on the number of calendar days in such year or pursue any legal proceedings against any of month, as the Tenants seeking eviction of such Tenant or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after Closingcase may be. The provisions of this Section 5.4(c) 5.4 shall survive the Closing.

Rents, Income and Other Expenses. Rents and any other amounts payable paid to Seller by Tenants the tenants under the Leases (and any new lease entered into in accordance with the terms of this Agreement), shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLPPurchaser’s review and approval not less than three (3) Business Days prior to Closing. GIPLP Seller and Purchaser shall receive at Closing a credit for GIPLP’s pro rata share of the prorate all rents, additional rent, Real Estate Taxes, common area maintenance charges, operating expense contributions, tenant reimbursements and escalations, business park association assessments, if any, and all other payments payable for the month of Closing and for all other rents and other amounts that apply to periods from and after the Closing, but which are received by Contributor prior to Closing. GIPLP agrees to pay to Contributor, upon receipt, any rents or other payments by Tenants under the Leases that apply to periods prior to Closing but are (and any such new lease) received by GIPLP after Closing; provided, however, that any delinquent rents or other payments by Tenants shall be applied first to any current amounts owing by Tenants, then to delinquent rents in the order in which such rents are most recently past due, with the balance, if any, paid over to Contributor to the extent of delinquencies existing at the time of Closing to which Contributor is entitled; it being understood and agreed that GIPLP shall not be legally responsible to Contributor for the collection of any rents or other charges payable with respect to the Lease or any portion thereof, which are delinquent or past due as of the Closing Date for the year of Closing so that at Closing Seller will receive monthly basic rent payments through the day prior to the Closing Date and so that, subject to the terms hereof, Seller will receive reimbursement for all expenses paid by Seller through the day prior to the Closing Date (including, without limitation, Taxes, unless full taxes are paid directly by the Tenants) (such expenses shall be reasonably estimated if not ascertainable as of the Closing Date and then shall be re-adjusted as provided in (f) below when actual amounts are determined). Any amount collected by Purchaser or Seller from such tenants after the Closing shall be applied (i) first, to Purchaser’s reasonable and out-of-pocket collection costs, (ii) second, in payment of rents that accrue on or after the Closing Date; but GIPLP agrees that GIPLP , and (iii) third, in payment of Rents accruing prior to the Closing Date, as set forth on the Schedule of Delinquent Rents. Each such amount shall send be adjusted and prorated as provided above, and the party who receives such amount shall promptly pay over to the other party the portion thereof to which it is so entitled. As to all delinquencies in rents set forth on the Schedule of Delinquent Rents, Purchaser’s sole obligation shall be to promptly xxxx the delinquent tenants on a monthly notices prepared by Contributor basis for a period of three six (36) consecutive months in an effort to collect any rents and charges not collected as of following the Closing Date. Any reimbursements payable by Tenants under the terms of the Leases as of the Closing Date, which reimbursements pertain to such Tenants’ pro rata share of operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, Seller shall be prorated upon GIPLP’s actual receipt of any such reimbursements, on the basis of the number of days of Contributor and GIPLP’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP agrees to pay to Contributor Contributor’s pro rata portion of such reimbursements within thirty (30) days after GIPLP’s receipt thereof. Conversely, if any of the Tenants shall become entitled at any time after Closing to a refund of such Tenant’s reimbursements actually paid by such Tenant prior to Closing, then, Contributor shall, within thirty (30) days following GIPLP’s demand therefor, pay to GIPLP any amount equal to Contributor’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor hereby waives its have no right to file any administrative or legal action against any of the Tenants under the Leases for sums due Contributor for periods attributable xxx tenants to Contributor’s ownership of the Property, except that Contributor shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but shall not be permitted to commence or pursue any legal proceedings against any of the Tenants seeking eviction of collect such Tenant or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after Closingdelinquencies. The provisions of this Section 5.4(c3.4(c) shall survive the Closing.

Rents, Income and Other Expenses. Rents and any other amounts payable by Tenants under the Leases Tenant shall be prorated as of the Closing Date and be adjusted against or added to the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLP’s Purchaser's review and approval prior to Closing. GIPLP Purchaser shall receive at Closing a credit for GIPLP’s Purchaser's pro rata share of the rents, additional rent, Real Estate Taxes, common area maintenance charges, tenant reimbursements and escalations, and all other payments payable for the month of Closing and for all other rents and other amounts that apply to periods from and after the Closing, but which are received by Contributor the Company prior to Closing. GIPLP Purchaser agrees to cause the Company pay to ContributorSeller, upon receipt, any rents or other payments by Tenants Tenant under the Leases that apply to periods prior to Closing but are received by GIPLP the Company after Closing; provided, however, that any delinquent rents or other payments by Tenants Tenant shall be applied first to any current amounts owing by TenantsTenant, then to delinquent rents in the order in which such rents are most recently past due, with the balance, if any, paid over to Contributor Seller to the extent of delinquencies existing at the time of Closing to which Contributor Seller is entitled; it being understood and agreed that GIPLP Purchaser shall not be legally responsible to Contributor Seller for the collection of any rents or other charges payable with respect to the Lease Leases or any portion thereof, which are delinquent or past due as of the Closing Date; but GIPLP Purchaser agrees that GIPLP Purchaser shall cause the Company to send monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants Tenant under the terms of the Leases as of the Closing Date, which reimbursements pertain to such Tenants’ pro rata share of Tenant's obligation for increased operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLP’s the Company's actual receipt of any such reimbursements, on the basis of the number of days of Contributor Seller and GIPLP’s Purchaser's respective ownership of the Property Membership Interests during the period in respect of which such reimbursements are payable; and GIPLP Purchaser agrees to pay to Contributor Contributor’s Seller Seller's pro rata portion of such reimbursements within thirty (30) days after GIPLP’s the Company's receipt thereof. Conversely, if any of the Tenants Tenant shall become entitled under the Leases at any time after Closing to a refund of such Tenant’s tenant reimbursements actually paid by such Tenant prior to Closing, then, Contributor Seller shall, within thirty (30) days following GIPLP’s Purchaser's demand therefor, pay to GIPLP Purchaser any amount equal to Contributor’s Seller's pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor Seller is hereby waives its granted the right to file any administrative or legal action against any of the Tenants pursue Tenant under the Leases for sums due Contributor the Company for periods attributable to Contributor’s Seller's ownership of the PropertyMembership Interests, either in its own name of in the name of the Company; provided, however, that Seller (i) shall be required to notify Purchaser in writing of its intention to commence or pursue such legal proceedings; (ii) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after Closing, except that Contributor Seller shall be entitled to continue to pursue any legal proceedings commenced by the Company prior to Closing; but (iii) shall not be permitted to commence or pursue any legal proceedings against any of the Tenants Tenant seeking eviction of such Tenant or the termination of the Lease unless consented to by GIPLP applicable Lease; and (iv) shall indemnify, defend, and hold the Company and Purchaser harmless from and against any claims, suits, or costs the Company or Purchaser may suffer or incur in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due connection with, or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after Closingas a result of, any such legal proceedings. The provisions of this Section 5.4(c5.4(d) shall survive the Closing.

Rents, Income and Other Expenses. Rents and any other amounts payable by Tenants under tenants of the Leases Properties shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLPPurchaser’s review and approval prior to Closing. GIPLP Purchaser shall receive at Closing a credit for GIPLPPurchaser’s pro rata share of the rents, additional rent, Real Estate Taxes, common area maintenance charges, tenant reimbursements and escalations, and all other payments payable for the month of Closing with respect to the Properties and for all other rents and other amounts with respect to the Properties that apply to periods from and after the Closing, but which are received by Contributor Seller prior to Closing. GIPLP Seller agrees to pay to ContributorPurchaser, upon receipt, any rents or other payments by Tenants tenants under their respective Leases that are received by Seller after Closing; provided, however, that Seller shall be entitled to retain that amount, if any, equal to Seller’s reasonable out of pocket costs of collection, plus the lesser of (x) the delinquencies existing at the time of Closing to which Seller is entitled, or (y) the amount remaining after application of the amounts received by Seller first to Seller’s reasonable out of pocket costs of collection, then to any current amounts owing by such tenants to Purchaser, then to delinquent rents owed to Purchaser in the order in which such rents are most recently past due. Purchaser agrees to pay to Seller, upon receipt, any rents or other payments by tenants under their respective Leases that apply to periods prior to Closing but are received by GIPLP Purchaser after Closing; provided, however, that any delinquent rents or other payments by Tenants tenants shall be applied first to any current amounts owing by Tenantssuch tenants, then to delinquent rents in the order in which such rents are most recently past due, with the balance, if any, paid over to Contributor Seller to the extent of delinquencies existing at the time of Closing to which Contributor Seller is entitled; it being understood and agreed that GIPLP Purchaser shall not be legally responsible to Contributor Seller for the collection of any rents or other charges payable with respect to the Lease Leases or any portion thereof, which are delinquent or past due as of the Closing Date; but GIPLP Purchaser agrees that GIPLP Purchaser shall send monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants any tenant under the terms of any tenant lease affecting any of the Leases Properties as of the Closing Date, which reimbursements pertain to such Tenants’ tenant’s pro rata share of increased operating expenses or common area maintenance costs incurred with respect to the Property such Properties at any time prior to the Closing, shall be prorated upon GIPLPPurchaser’s actual receipt of any such reimbursements, on the basis of the number of days of Contributor Seller’s and GIPLPPurchaser’s respective ownership of the Property such Properties during the period in respect of which such reimbursements are payable; and GIPLP Purchaser agrees to pay to Contributor ContributorSeller Seller’s pro rata portion of such reimbursements within thirty (30) days after GIPLPPurchaser’s receipt thereof. Conversely, if any of the Tenants tenant under any such Lease shall become entitled at any time after Closing to a refund of such Tenant’s tenant reimbursements actually paid by such Tenant tenant prior to Closing, then, Contributor Seller shall, within thirty (30) days following GIPLPPurchaser’s demand therefor, pay to GIPLP any Purchaser an amount equal to ContributorSeller’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor Seller hereby waives retains its right to file pursue any administrative or legal action against any of the Tenants tenant under the Leases for sums due Contributor Seller for periods attributable to ContributorSeller’s ownership of the PropertyProperties; provided, however, that Seller (i) shall be required to notify Purchaser in writing of its intention to commence or pursue such legal proceedings; (ii) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after Closing, except that Contributor Seller shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but and (iii) shall not be permitted to commence or pursue any legal proceedings against any of the Tenants tenant seeking eviction of such Tenant tenant or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after Closingapplicable Lease. The provisions of this Section 5.4(c) shall survive the ClosingClosing for a period of eighteen months after the Closing Date.

Rents, Income and Other Expenses. Rents and any other amounts payable by Tenants Tenant under the Leases Lease shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLPPurchaser’s review and approval prior to Closing. GIPLP Purchaser shall receive at Closing a credit for GIPLPPurchaser’s pro rata share of the rents, additional rent, Real Estate Taxes, common area maintenance charges, tenant reimbursements and escalations, and all other payments payable for the month of Closing and for all other rents and other amounts that apply to periods from and after the Closing, but which are received by Contributor 18246046_5 Seller prior to Closing. GIPLP Purchaser agrees to pay to ContributorSeller, upon receipt, any rents or other payments by Tenants Tenant under the Leases Lease that apply to periods prior to Closing but are received by GIPLP Purchaser after Closing; provided, however, that any delinquent rents or other payments by Tenants Tenant shall be applied first to any current amounts owing by TenantsTenant, then to delinquent rents in the order in which such rents are most recently past due, with the balance, if any, paid over to Contributor Seller to the extent of delinquencies existing at the time of Closing to which Contributor Seller is entitled; it being understood and agreed that GIPLP Purchaser shall not be legally responsible to Contributor Seller for the collection of any rents or other charges payable with respect to the Lease or any portion thereof, which are delinquent or past due as of the Closing Date; but GIPLP agrees that GIPLP shall send monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants under the terms of the Leases as of the Closing Date, which reimbursements pertain to such Tenants’ pro rata share of operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLP’s actual receipt of any such reimbursements, on the basis of the number of days of Contributor and GIPLP’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP agrees to pay to Contributor Contributor’s pro rata portion of such reimbursements within thirty (30) days after GIPLP’s receipt thereof. Conversely, if any of the Tenants shall become entitled at any time after Closing to a refund of such Tenant’s reimbursements actually paid by such Tenant prior to Closing, then, Contributor shall, within thirty (30) days following GIPLP’s demand therefor, pay to GIPLP any amount equal to Contributor’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor hereby waives its right to file any administrative or legal action against any of the Tenants under the Leases for sums due Contributor for periods attributable to Contributor’s ownership of the Property, except that Contributor shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but shall not be permitted to commence or pursue any legal proceedings against any of the Tenants seeking eviction of such Tenant or the termination of the Lease unless consented to by GIPLP in writing. Contributor Seller shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases Lease received by Contributor Seller prior to Closing. GIPLP Purchaser shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases Lease received by GIPLP Purchaser after Closing. The provisions of this Section 5.4(c) shall survive the Closing.

Rents, Income and Other Expenses. Rents and any other amounts payable by Tenants Tenant under the Leases Lease shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLPPurchaser’s review and approval prior to Closing. GIPLP Purchaser shall receive at Closing a credit for GIPLPPurchaser’s pro rata share of the rents, additional rent, Real Estate Taxes, common area maintenance charges, tenant reimbursements and escalations, and all other payments payable for the month of Closing and for all other rents and other amounts that apply to periods from and after the Closing, but which are received by Contributor Seller prior to Closing. GIPLP Purchaser agrees to pay to ContributorSeller, upon receipt, any rents or other payments by Tenants under the Leases Lease that apply to periods prior to Closing but are received by GIPLP Purchaser after Closing; provided, however, that any delinquent rents or other payments by Tenants Tenant shall be applied first to any current amounts owing by TenantsTenant, then to delinquent rents in the order in which such rents are most recently past due, with the balance, if any, paid over to Contributor Seller to the extent of delinquencies existing at the time of Closing to which Contributor Seller is entitled; it being understood and agreed that GIPLP Purchaser shall not be legally responsible to Contributor Seller for the collection of any rents or other charges payable with respect to the Lease or any portion thereof, which are delinquent or past due as of the Closing Date; but GIPLP Purchaser agrees that GIPLP Purchaser shall send monthly notices prepared by Contributor Seller for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants Tenant under the terms of the Leases Lease as of the Closing Date, which reimbursements pertain to such Tenants’ Tenant’s pro rata share of increased operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLPPurchaser’s actual receipt of any such reimbursements, on the basis of the number of days of Contributor Seller and GIPLPPurchaser’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP Purchaser agrees to pay to Contributor ContributorSeller Seller’s pro rata portion of such reimbursements within thirty (30) days after GIPLPPurchaser’s receipt thereof. Conversely, if Tenant under any of the Tenants such Lease shall become entitled at any time after Closing to a refund of such Tenant’s Tenant reimbursements actually paid by such Tenant prior to Closing, then, Contributor Seller shall, within thirty (30) days following GIPLPPurchaser’s demand therefor, pay to GIPLP Purchaser any amount equal to ContributorSeller’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor Seller hereby waives its right to file any administrative or legal action against any of the Tenants Tenant under the Leases for sums due Contributor Seller for periods attributable to ContributorSeller’s ownership of the Property, except that Contributor Seller shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but shall not be permitted to commence or pursue any legal proceedings against any of the Tenants Tenant seeking eviction of such Tenant or the termination of the Lease unless consented to by GIPLP Purchaser in writing. Contributor Seller shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases Lease received by Contributor Seller prior to Closing. GIPLP Purchaser shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases Lease received by GIPLP Purchaser after Closing. The provisions of this Section 5.4(c) shall survive the Closing.

Rents, Income and Other Expenses. Rents and any other amounts payable (including Taxes) paid by Tenants under the Leases tenant of the Property shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLPPurchaser’s review and approval at least five (5) Business Days prior to Closing. GIPLP Seller shall receive at Closing a credit apply all additional rent [including, without limitation for GIPLP’s pro rata share purposes hereof the portion of Base Rental (as defined in the Lease) for 2005 as of the rents, additional rent, Real Estate TaxesClosing Date equal to the Annual Expense Stop prorated as of the Closing Date], common area maintenance charges, tenant reimbursements and escalations, and all other payments payable from the tenant under the Lease applicable to the calendar year 2005 (the “Operating Expenses Reimbursements”) to outstanding bills for Operating Expenses (as defined in the Lease) for the month of calendar year 2005 to the extent received and incurred by Seller prior to Closing and for all other rents and other amounts that apply (the “Outstanding Bills”). Any unapplied Operating Expenses Reimbursements shall be credited to periods from and after the Purchaser at Closing, but which are received by Contributor prior to Closingand Purchaser shall be responsible for the payment of all Operating Expenses (as defined in the Lease) for the calendar year 2005 other than the Outstanding Bills. GIPLP Purchaser agrees to pay to ContributorSeller, upon receipt, any rents or other payments by Tenants the tenant under the Leases Lease that apply to periods prior to Closing but are received by GIPLP Purchaser after Closing; provided, however, that any delinquent rents or other payments by Tenants tenant shall be applied first to any current amounts owing by Tenantstenant from and after Closing, then to delinquent rents in the order in which such rents are most recently past due, with the balance, if any, paid over to Contributor Seller to the extent of delinquencies existing at the time of Closing to which Contributor Seller is entitled; it being understood and agreed that GIPLP Purchaser shall not be legally responsible to Contributor Seller for the collection of any rents or other charges payable with respect to the Lease or any portion thereof, which are delinquent or past due as of the Closing Date; but GIPLP Purchaser agrees that GIPLP Purchaser shall send monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants under the terms of the Leases as of the Closing Date, which reimbursements pertain to such Tenants’ pro rata share of operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLP’s actual receipt of any such reimbursements, on the basis of the number of days of Contributor and GIPLP’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP agrees to pay to Contributor Contributor’s pro rata portion of such reimbursements within thirty (30) days after GIPLP’s receipt thereof. Conversely, if any of the Tenants shall become entitled at any time after Closing to a refund of such Tenant’s reimbursements actually paid by such Tenant prior to Closing, then, Contributor shall, within thirty (30) days following GIPLP’s demand therefor, pay to GIPLP any amount equal to Contributor’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor Seller hereby waives retains its right to file any administrative or legal action against any of pursue the Tenants tenant under the Leases Lease for sums due Contributor Seller for periods attributable to ContributorSeller’s ownership of the Property; provided, however, that Seller (i) shall be required to notify Purchaser in writing of its intention to commence or pursue such legal proceedings, and to provide Purchaser with copies of all correspondence with such tenant relative to such proceedings; (ii) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after Closing, except that Contributor Seller shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but and (iii) shall not be permitted to commence or pursue any legal proceedings against any of the Tenants tenant seeking eviction of such Tenant tenant or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after ClosingLease. The provisions of this Section 5.4(c) shall survive the ClosingClosing for a period of twenty four (24) months after the Closing Date.

Rents, Income and Other Expenses. Rents and any other amounts payable by Tenants under the Leases tenants shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLPPurchaser’s review and approval prior to Closing. GIPLP Purchaser shall receive at Closing a credit for GIPLPPurchaser’s pro rata share of the rents, additional rent, Real Estate Taxes, common area maintenance charges, tenant reimbursements and escalations, and all other payments payable for the month of Closing and for all other rents and other amounts that apply to periods from and after the Closing, but which are received by Contributor Seller prior to Closing. GIPLP Purchaser agrees to pay to ContributorSeller, upon receipt, any rents or other payments by Tenants tenants under the their respective Leases that apply to periods prior to Closing but are received by GIPLP Purchaser after Closing; provided, however, that any delinquent rents or other payments by Tenants tenants shall be applied first to any current amounts owing by Tenantssuch tenants, then to delinquent rents in the order in which such rents are most recently past due, with the balance, if any, paid over to Contributor Seller to the extent of delinquencies existing at the time of Closing to which Contributor Seller is entitled; it being understood and agreed that GIPLP Purchaser shall not be legally responsible to Contributor Seller for the collection of any rents or other charges payable with respect to the Lease Leases or any portion thereof, which are delinquent or past due as of the Closing Date; but GIPLP Purchaser agrees that GIPLP Purchaser shall send monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants any tenant under the terms of any tenant lease affecting the Leases Property as of the Closing Date, which reimbursements pertain to such Tenants’ tenant’s pro rata share of increased operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLPPurchaser’s actual receipt of any such reimbursements, on the basis of the number of days of Contributor Seller and GIPLPPurchaser’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP Purchaser agrees to pay to Contributor ContributorSeller Seller’s pro rata portion of such reimbursements within thirty (30) days after GIPLPPurchaser’s receipt thereof. Conversely, if any of the Tenants tenant under any such Lease shall become entitled at any time after Closing to a refund of such Tenant’s tenant reimbursements actually paid by such Tenant tenant prior to Closing, then, Contributor Seller shall, within thirty (30) days following GIPLPPurchaser’s demand therefor, pay to GIPLP any Purchaser an amount equal to ContributorSeller’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor Seller hereby waives retains its right to file pursue any administrative or legal action against any of the Tenants tenant under the Leases for sums due Contributor Seller for periods attributable to ContributorSeller’s ownership of the Property; provided, however, that Seller (i) shall be required to notify Purchaser in writing of its intention to commence or pursue such legal proceedings; (ii) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after Closing, except that Contributor Seller shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but (iii) shall not be permitted to commence or pursue any legal proceedings against any of the Tenants tenant seeking eviction of such Tenant tenant or the termination of the Lease unless consented to by GIPLP in writing. Contributor applicable Lease; and (iv) shall be responsible for collecting and remitting all sales and use taxes that are due not commence insolvency or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after Closingbankruptcy proceedings against any tenant. The provisions of this Section 5.4(c6.4(c) shall survive the ClosingClosing for a period of one (1) year after the Closing Date.

Rents, Income and Other Expenses. Rents and any other amounts payable paid by Tenants under the Leases tenants shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLPPurchaser’s review and approval prior to Closing. GIPLP Purchaser shall receive at Closing a credit for GIPLPPurchaser’s pro rata share of the rents, additional rent, Real Estate Taxes, common area maintenance charges, tenant reimbursements and escalations, and all other payments payable paid for the month of Closing and for all other rents and other amounts that apply to periods from and after the Closing, but which are received by Contributor Seller prior to Closing. GIPLP Purchaser agrees to pay to ContributorSeller, upon receipt, any rents or other payments by Tenants tenants under the their respective Leases that apply to periods prior to Closing but are received by GIPLP Purchaser after Closing; provided, however, that for a period of one (1) year after the Closing Date any delinquent rents or other payments by Tenants tenants shall be applied first to any amounts owing to Seller for the month in which the Closing occurs, then to any current amounts owing by Tenantssuch tenants, then to delinquent rents in the order in which such rents are most recently past due, with the balance, if any, paid over to Contributor Seller to the extent of delinquencies existing at the time of Closing to which Contributor Seller is entitled; it being understood and agreed that GIPLP Purchaser shall not be legally responsible to Contributor Seller for the collection of any rents or other charges payable with respect to the Lease Leases or any portion thereof, which are delinquent or past due as of the Closing Date; but GIPLP Purchaser agrees that GIPLP Purchaser shall send monthly notices prepared by Contributor in its normal course of business for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants and collected from any tenant under the terms of any tenant lease affecting the Leases Property as of the Closing Date, which reimbursements pertain to such Tenants’ tenant’s pro rata share of increased operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLPPurchaser’s actual receipt of any such reimbursements, on the basis of the number of days of Contributor Seller and GIPLPPurchaser’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP Purchaser agrees to pay to Contributor ContributorSeller Seller’s pro rata portion of such reimbursements within thirty (30) days after GIPLPPurchaser’s receipt thereof. Conversely, if any of the Tenants tenant under any such Lease shall become entitled at any time after Closing to a refund of such Tenant’s tenant reimbursements actually paid by such Tenant tenant prior to Closing, then, Contributor Seller shall, within thirty (30) days following GIPLPPurchaser’s demand therefor, pay to GIPLP Purchaser any amount equal to ContributorSeller’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor Seller hereby waives retains its right to file pursue any administrative or legal action against any of the Tenants tenant under the Leases who have vacated their premises prior to Closing for sums due Contributor Seller for periods attributable to ContributorSeller’s ownership of the Property; provided, however, that Seller (i) shall be required to notify Purchaser in writing of its intention to commence or pursue such legal proceedings; (ii) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after Closing, except that Contributor Seller shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but (iii) shall not be permitted to commence or pursue any legal proceedings against any of the Tenants tenant seeking eviction of such Tenant tenant or the termination of the Lease unless consented applicable Lease; and (iv) retains its right to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes pursue such legal proceedings against the tenant occupying the Damon’s space notwithstanding the fact that are due or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after Closingsuch tenant has not vacated its premises. The provisions of this Section 5.4(c) shall survive the Closing.

Rents, Income and Other Expenses. Rents and any other amounts payable -------------------------------- by Tenants under the Leases tenants shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLP’s Purchaser's review and approval prior to Closing. GIPLP Purchaser shall receive at Closing a credit for GIPLP’s Purchaser's pro rata share of the rents, additional rent, Real Estate Taxes, common area maintenance charges, tenant reimbursements and escalations, and all other payments payable for the month of Closing and for all other rents and other amounts that apply to periods from and after the Closing, but which are received by Contributor Seller prior to Closing. GIPLP Purchaser agrees to pay to ContributorSeller, upon receipt, any rents or other payments by Tenants tenants under the their respective Leases that apply to periods prior to Closing but are received by GIPLP Purchaser after Closing; provided, however, that any delinquent rents or other payments by Tenants tenants shall be applied first to any current amounts owing by Tenantssuch tenants, then to delinquent rents in the order in which such rents are most recently past due, with the balance, if any, paid over to Contributor Seller to the extent of delinquencies existing at the time of Closing to which Contributor Seller is entitled; it being understood and agreed that GIPLP Purchaser shall not be legally responsible to Contributor Seller for the collection of any rents or other charges payable with respect to the Lease Leases or any portion thereof, which are delinquent or past due as of the Closing Date; but GIPLP . Seller agrees that GIPLP shall send monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort to collect pay to Purchaser, upon receipt, any rents or other payments by tenants under their respective Leases that apply to periods from and charges not collected as of the after Closing Dateand that are received by Seller after Closing. Any reimbursements payable by Tenants any tenant under the terms of any tenant lease affecting the Leases Property as of the Closing Date, which reimbursements pertain to such Tenants’ tenant's pro rata share of increased operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLP’s Purchaser's actual receipt of any such reimbursements, on the basis of the number of days of Contributor Seller and GIPLP’s Purchaser's respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP Purchaser agrees to pay to Contributor Contributor’s Seller Seller's pro rata portion of such reimbursements within thirty (30) days after GIPLP’s Purchaser's receipt thereof. Conversely, if any of the Tenants tenant under any such Lease shall become entitled at any time after Closing to a refund of such Tenant’s tenant reimbursements actually paid by such Tenant tenant prior to Closing, then, Contributor Seller shall, within thirty (30) days following GIPLP’s Purchaser's demand therefor, pay to GIPLP Purchaser any amount equal to Contributor’s Seller's pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor hereby waives its right Purchaser shall receive at Closing a credit for all Security Deposits transferred and assigned to file any administrative Purchaser at Closing in connection with the Leases, together with a detailed inventory of such Security Deposits certified by Seller in the updated Rent Roll to be delivered by Seller at Closing. Personal property taxes, installment payments of special assessment liens, vault charges, sewer charges, utility charges, and normally prorated operating expenses actually paid or legal action against any payable as of the Tenants Closing Date shall be prorated as of the Closing Date and adjusted against the Purchase Price, provided that within ninety (90) days after the Closing, Purchaser and Seller will make a further adjustment for such rents, taxes or charges which may have accrued or been incurred prior to the Closing Date, but not collected or paid at that date. In addition, within ninety (90) days after the close of the fiscal year(s) used in calculating the pass-through to tenants of operating expenses and/or common area maintenance costs under the Leases (where such fiscal year(s) include(s) the Closing Date), Seller and Purchaser shall, upon the request of either, re-prorate on a fair and equitable basis in order to adjust for sums the effect of any credits or payments due Contributor to or from tenants for periods attributable prior to Contributor’s ownership of the Property, except that Contributor Closing Date. All prorations shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but shall not be permitted to commence made based on the number of calendar days in such year or pursue any legal proceedings against any of month, as the Tenants seeking eviction of such Tenant or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after Closingcase may be. The provisions of this Section 5.4(c) shall survive the Closing.

Rents, Income and Other Expenses. Rents and any other amounts payable paid to Sellers by Tenants tenants under the Occupancy Leases and the Additional Occupancy Leases shall be prorated as of 11:59 P.M. on the day preceding the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Sellers and delivered to GIPLP Buyer for GIPLPBuyer’s review and approval prior to Closing. GIPLP Sellers and Buyer shall receive at Closing a credit for GIPLP’s pro rata share of the prorate all rents, additional rent, Real Estate Taxes, common area maintenance charges, operating expense contributions, tenant reimbursements and escalations, and all other payments payable for under the month Occupancy Leases and the Additional Occupancy Leases (if any) received as of the Closing Date so that, at Closing, Sellers will receive monthly basic rent payments through the day prior to the Closing Date and Sellers will receive reimbursement for all other rents and other amounts that apply to periods from and after expenses paid by Sellers through the Closing, but which are received by Contributor day prior to Closingthe Closing Date (including, without limitation, Taxes, unless full taxes are paid by any tenant under the Occupancy Leases or the Additional Occupancy Leases (if any) directly to the applicable taxing authority) (such expenses shall be reasonably estimated if not ascertainable as the Closing Date and then shall be re-adjusted as provided in (e) below when actual amounts are determined) to the extent received or paid, as applicable, as of the Closing Date. GIPLP Buyer agrees to pay to ContributorSellers, upon receipt, any rents or other payments made by Tenants any tenant under the Occupancy Leases or the Additional Occupancy Leases (if any) that apply to periods prior to Closing but which are received by GIPLP Buyer after Closing and Sellers agree to pay to Buyer, upon receipt, any rents or other payments made by any tenant under the Occupancy Leases or the Additional Occupancy Leases (if any) that apply to periods on and after the Closing but which are received by Sellers after Closing; provided, however, that that, in all cases, any delinquent rents or other payments made by Tenants any tenant under the Occupancy Leases or the Additional Occupancy Leases (if any) received by Buyer or Sellers after Closing shall be applied first to any current amounts owing then due and owed to Buyer by Tenants, then to delinquent rents in the order in which such rents are most recently past due, applicable tenant with the balance, if any, paid over to Contributor Sellers to the extent of delinquencies existing at on the time date of Closing Closing. Buyer agrees to which Contributor is entitled; it being understood and agreed that GIPLP shall not be legally responsible use commercially reasonable efforts, short of threatening or actually filing litigation or termination of the Occupancy Leases or the Additional Occupancy Leases (if any), to Contributor for the collection collect from any tenant on behalf of Sellers any rents or other charges payable with respect to the Lease or any portion thereof, which Occupancy Leases and Additional Occupancy Leases and Additional Occupancy Leases that are delinquent or past due as of the Closing Date; but GIPLP agrees that GIPLP shall send monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants under the terms of the Leases as of the Closing Date, which reimbursements pertain to such Tenants’ pro rata share of operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLP’s actual receipt Upon collection of any such reimbursementsdelinquent or past due amounts, on Buyer shall promptly remit the basis same to Sellers. Buyer will keep Sellers reasonably apprised of the number progress of days any such collection efforts by Buyer on behalf of Contributor and GIPLP’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP agrees to pay to Contributor Contributor’s pro rata portion of such reimbursements within thirty (30) days after GIPLP’s receipt thereof. Conversely, if any of the Tenants shall become entitled at any time after Closing to a refund of such Tenant’s reimbursements actually paid by such Tenant prior to Closing, then, Contributor shall, within thirty (30) days following GIPLP’s demand therefor, pay to GIPLP any amount equal to Contributor’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor hereby waives its right to file any administrative or legal action against any of the Tenants under the Leases for sums due Contributor for periods attributable to Contributor’s ownership of the Property, except that Contributor shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but shall not be permitted to commence or pursue any legal proceedings against any of the Tenants seeking eviction of such Tenant or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after ClosingSellers. The provisions of this Section 5.4(c10(c) shall survive the Closing.

Rents, Income and Other Expenses. Rents and any other amounts payable by Tenants under the Leases tenants shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLPPurchaser’s review and approval prior to Closing. GIPLP Purchaser shall receive at Closing a credit for GIPLPPurchaser’s pro rata share of the rents, additional rent, Real Estate Taxes, common area maintenance charges, tenant reimbursements and escalations, and all other payments payable for the month of Closing and for all other rents and other amounts that apply to periods from and after the Closing, but which are received by Contributor Seller prior to Closing. GIPLP Purchaser agrees to pay to ContributorSeller, upon receipt, any rents or other payments by Tenants tenants under the their respective Leases that apply to periods prior to Closing but are received by GIPLP Purchaser after Closing; provided, however, that any delinquent rents or other payments by Tenants tenants shall be applied first to any current amounts owing by Tenantssuch tenants, then to delinquent rents in the order in which such rents are most recently past due, with the balance, if any, paid over to Contributor Seller to the extent of delinquencies existing at the time of Closing to which Contributor Seller is entitled; it being understood and agreed that GIPLP Purchaser shall not be legally responsible to Contributor Seller for the collection of any rents or other charges payable with respect to the Lease Leases or any portion thereof, which are delinquent or past due as of the Closing Date; but GIPLP Purchaser agrees that GIPLP Purchaser shall send monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants any tenant under the terms of any tenant lease affecting the Leases Property as of the Closing Date, which reimbursements pertain to such Tenants’ tenant’s pro rata share of increased operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLPPurchaser’s actual receipt of any such reimbursements, on the basis of the number of days of Contributor Seller and GIPLPPurchaser’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP Purchaser agrees to pay to Contributor ContributorSeller Seller’s pro rata portion of such reimbursements within thirty (30) days after GIPLPPurchaser’s receipt thereof. Conversely, if any of the Tenants tenant under any such Lease shall become entitled at any time after Closing to a refund of such Tenant’s tenant reimbursements actually paid by such Tenant tenant prior to Closing, then, Contributor Seller shall, within thirty (30) days following GIPLPPurchaser’s demand therefor, pay to GIPLP Purchaser any amount equal to ContributorSeller’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor Seller hereby waives retains its right to file pursue any administrative or legal action against any of the Tenants tenant under the Leases for sums due Contributor Seller for periods attributable to ContributorSeller’s ownership of the Property; provided, however, that Seller (i) shall be required to notify Purchaser in writing of its intention to commence or pursue such legal proceedings; (ii) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after Closing, except that Contributor Seller shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but and (iii) shall not be permitted to commence or pursue any legal proceedings against any of the Tenants tenant seeking eviction of such Tenant tenant or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after Closingapplicable Lease. The provisions of this Section 5.4(c) shall survive the Closing.. 45

Rents, Income and Other Expenses. Rents and any other amounts payable actually paid to Seller by Tenants the tenant under the Leases Lease shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule (together with applicable supporting documentation) which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLPPurchaser’s review and approval prior to Closing. GIPLP Seller and Purchaser shall receive at Closing a credit for GIPLP’s pro rata share of the prorate all rents, additional rent, Real Estate Taxes, common area maintenance charges, tenant reimbursements and escalations, and all other payments payable for under the month Lease actually received as of the Closing Date so that at Closing Seller will receive monthly basic rent payments through the day prior to the Closing Date and so that Seller will receive reimbursement for all other rents and other amounts that apply to periods from and after expenses actually paid by Seller through the Closing, but which are received by Contributor day prior to Closingthe Closing Date for which Seller is entitled to and has actually received reimbursement from the tenant under the Lease (such expenses shall be reasonably estimated if not ascertainable as the Closing Date and then shall be re-adjusted as provided in (d) below when actual amounts are determined), and so that the excess, if any, is credited to Purchaser. GIPLP Purchaser agrees to pay to ContributorSeller, upon receipt, any rents or other payments by Tenants the tenant under the Leases Lease with respect to the Property that apply to periods prior to Closing but which are received by GIPLP Purchaser after Closing; provided, however, that any delinquent rents or other payments by Tenants such tenant received by Purchaser after Closing shall be applied first to any current amounts owing then owed to Purchaser by Tenants, then to delinquent rents in the order in which such rents are most recently past duetenant, with the balance, if any, paid over to Contributor Seller to the extent of delinquencies existing at on the time date of Closing to which Contributor Seller is entitled; it being . It is understood and agreed that GIPLP Purchaser shall not be legally responsible to Contributor Seller for the collection of any rents or other charges payable with respect to the Lease or any portion thereof, thereof which are delinquent or past due as of the Closing Date; but GIPLP Purchaser agrees that GIPLP Purchaser shall send monthly notices prepared by Contributor for a period of three four (34) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants under the terms of the Leases as of the Closing Date, which reimbursements pertain to such Tenants’ pro rata share of operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLP’s actual receipt of any such reimbursements, on the basis of the number of days of Contributor and GIPLP’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP agrees to pay to Contributor Contributor’s pro rata portion of such reimbursements within thirty (30) days after GIPLP’s receipt thereof. Conversely, if any of the Tenants shall become entitled at any time after Closing to a refund of such Tenant’s reimbursements actually paid by such Tenant prior to Closing, then, Contributor shall, within thirty (30) days following GIPLP’s demand therefor, pay to GIPLP any amount equal to Contributor’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor Seller hereby waives retains its right to file any administrative or legal action against any of the Tenants under the Leases for collect sums due Contributor Seller for periods attributable to ContributorSeller’s ownership of the Property, except that Contributor but Seller shall be entitled to continue to pursue any legal proceedings commenced obtain Purchaser’s prior to Closing; but written consent (which consent shall not be permitted unreasonably withheld) before taking any action to commence or pursue any legal proceedings against any of the Tenants seeking collect such sums and Seller shall in no event seek eviction of such Tenant tenant or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after ClosingLease. The provisions of this Section 5.4(c5.4(b) shall survive the Closing.

Rents, Income and Other Expenses. Rents and any other amounts payable paid to Seller by Tenants the Tenant under the Leases Lease (and any new lease entered into in accordance with the terms of this Agreement), if any, shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLP’s Purchaser's review and approval prior to Closing. GIPLP Seller and Purchaser shall receive at Closing a credit for GIPLP’s pro rata share of the prorate all rents, additional rent, Real Estate Taxes, common area maintenance charges, operating expense contributions, tenant reimbursements and escalations, and all other payments payable for under the month Lease, if any (and any such new lease) received as of the Closing Date so that at Closing Seller will receive monthly basic rent payments through the day prior to the Closing Date and so that Seller will receive reimbursement for all other rents and other amounts that apply to periods from and after expenses paid by Seller through the Closing, but which are received by Contributor day prior to Closingthe Closing Date for which Seller is entitled to reimbursement under the Lease, if any (including, without limitation, Taxes) (such expenses shall be reasonably estimated if not ascertainable as the Closing Date and then shall be re-adjusted as provided in (g) below when actual amounts are determined), and so that the excess, if any, is credited to Purchaser. GIPLP Purchaser agrees to pay to ContributorSeller, upon receipt, any rents or other payments by Tenants the Tenant under the Leases Lease with respect to the Property that apply to periods prior to Closing but which are received by GIPLP Purchaser after Closing; provided, however, that any delinquent rents or other payments by Tenants such tenants received by Purchaser after Closing shall be applied first to any current amounts owing then owed to Purchaser by Tenants, then to delinquent rents in the order in which such rents are most recently past duetenants, with the balance, if any, paid over to Contributor Seller to the extent of delinquencies existing at on the time date of Closing to which Contributor Seller is entitled; it being . It is understood and agreed that GIPLP Purchaser shall not be legally responsible to Contributor Seller for the collection of any rents or other charges payable with respect to the Lease of Seller or any portion thereof, thereof which are delinquent or past due as of the Closing Date; but GIPLP Purchaser agrees that GIPLP Purchaser shall send monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants under the terms of the Leases as of the Closing Date, which reimbursements pertain to such Tenants’ pro rata share of operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLP’s actual receipt of any such reimbursements, on the basis of the number of days of Contributor and GIPLP’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP agrees to pay to Contributor Contributor’s pro rata portion of such reimbursements within thirty (30) days after GIPLP’s receipt thereof. Conversely, if any of the Tenants shall become entitled at any time after Closing to a refund of such Tenant’s reimbursements actually paid by such Tenant prior to Closing, then, Contributor shall, within thirty (30) days following GIPLP’s demand therefor, pay to GIPLP any amount equal to Contributor’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor Seller hereby waives retains its right to file any administrative or legal action against any of pursue the Tenants tenants under the Leases Lease for sums due Contributor Seller for periods attributable to Contributor’s Seller's ownership of the Property, except that Contributor but in no event shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but shall not Seller be permitted to commence or pursue any legal proceedings against any seek eviction of the Tenants seeking eviction of such Tenant or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after ClosingLease. The provisions of this Section 5.4(c) shall survive the Closing.

Rents, Income and Other Expenses. Rents and any other amounts payable paid to Seller by Tenants the tenants under the Leases (and any new lease entered into in accordance with the terms of this Agreement) shall be prorated as of the Closing Date (or the Extension Closing Date, if applicable) and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLPPurchaser’s review and approval prior to Closing. GIPLP Seller and Purchaser shall receive at Closing a credit for GIPLP’s pro rata share of the prorate all rents, additional rent, Real Estate Taxes, common area maintenance charges, operating expense contributions, tenant reimbursements and escalations, and all other payments payable for under the month Leases (and any such new lease) received as of the Closing Date (or the Extension Closing Date, if applicable) so that at Closing Seller will receive monthly basic rent payments through the day prior to the Closing Date (or the Extension Closing Date, if applicable) and so that Seller will receive reimbursement for all other rents and other amounts that apply to periods from and after expenses paid by Seller through the Closing, but which are received by Contributor day prior to Closingthe Closing Date (or the Extension Closing Date, if applicable) for which Seller is entitled to reimbursement under the Leases (including, without limitation, Taxes) (such expenses shall be reasonably estimated if not ascertainable as the Closing Date (or the Extension Closing Date, if applicable) and then shall be re-adjusted as provided in (d) below when actual amounts are determined), and so that the excess, if any, is credited to Purchaser. GIPLP Purchaser agrees to pay to ContributorSeller, upon receipt, any rents or other payments by Tenants the tenants under the Leases with respect to the Property that apply to periods prior to Closing but which are received by GIPLP Purchaser after Closing; provided, however, that any delinquent rents or other payments by Tenants such tenants received by Purchaser after Closing shall be applied first to any current amounts owing then owed to Purchaser by Tenants, then to delinquent rents in the order in which such rents are most recently past duetenants, with the balance, if any, paid over to Contributor Seller to the extent of delinquencies existing at on the time date of Closing to which Contributor Seller is entitled; it being . It is understood and agreed that GIPLP Purchaser shall not be legally responsible to Contributor Seller for the collection of any rents or other charges payable with respect to the Lease Leases of Seller or any portion thereof, thereof which are delinquent or past due as of the Closing Date (or the Extension Closing Date, if applicable); but GIPLP Purchaser agrees that GIPLP Purchaser shall send monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants under Date (or the terms of the Leases as of the Extension Closing Date, which reimbursements pertain to such Tenants’ pro rata share of operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLP’s actual receipt of any such reimbursements, on the basis of the number of days of Contributor and GIPLP’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP agrees to pay to Contributor Contributor’s pro rata portion of such reimbursements within thirty (30) days after GIPLP’s receipt thereofif applicable). Conversely, if any of the Tenants shall become entitled at any time after Closing to a refund of such Tenant’s reimbursements actually paid by such Tenant prior to Closing, then, Contributor shall, within thirty (30) days following GIPLP’s demand therefor, pay to GIPLP any amount equal to Contributor’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor Seller hereby waives retains its right to file any administrative or legal action against any of pursue the Tenants tenants under the Leases for sums due Contributor Seller for periods attributable to ContributorSeller’s ownership of the Property, except that Contributor but in no event shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but shall not Seller be permitted to commence or pursue any legal proceedings against any of the Tenants seeking seek eviction of such Tenant tenants or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after Closingtheir Leases. The provisions of this Section 5.4(c) shall survive the Closing.

Rents, Income and Other Expenses. Rents and any other amounts payable (including Taxes) paid by Tenants under tenants of the Leases Property shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLP’s Purchaser's review and approval prior to Closing. GIPLP Purchaser shall receive at Closing a credit for GIPLP’s Purchaser's pro rata share of the rents, additional rent, Real Estate Taxes, common area maintenance charges, tenant reimbursements and escalations, and all other payments payable paid for the month of Closing with respect to the Property and for all other rents and other amounts with respect to the Property that apply to periods from and after the Closing, but which are received by Contributor Seller prior to Closing. GIPLP Purchaser agrees to pay to ContributorSeller, upon receipt, any rents or other payments by Tenants a tenant under the Leases its Lease that apply to periods prior to Closing but are received by GIPLP Purchaser after Closing; provided, however, that any delinquent rents or other payments by Tenants tenants shall be applied first to any current amounts owing by Tenantssuch tenants from and after Closing, then to delinquent rents in the order in which such rents are most recently past due, with the balance, if any, paid over to Contributor Seller to the extent of delinquencies existing at the time of Closing to which Contributor Seller is entitled; it being understood and agreed that GIPLP Purchaser shall not be legally responsible to Contributor Seller for the collection of any rents or other charges payable with respect to the Lease Leases or any portion thereof, which are delinquent or past due as of the Closing Date; but GIPLP Purchaser agrees to use reasonable efforts to collect any such delinquent rents or other charges (short of taking legal action), and that GIPLP Purchaser shall send monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants a tenant under the terms of the Leases its Lease as of the Closing Date, which reimbursements pertain to such Tenants’ tenant's pro rata share of increased operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLP’s Purchaser's actual receipt of any such reimbursements, on the basis of the number of days of Contributor Seller's and GIPLP’s Purchaser's respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP Purchaser agrees to pay to Contributor Contributor’s Seller Seller's pro rata portion of such reimbursements within thirty (30) days after GIPLP’s Purchaser's receipt thereof. Conversely, if any of the Tenants a tenant under its Lease shall become entitled at any time after Closing to a refund of such Tenant’s tenant reimbursements actually paid by such Tenant tenant prior to Closing, then, Contributor Seller shall, within thirty (30) days following GIPLP’s Purchaser's demand therefor, pay to GIPLP any Purchaser an amount equal to Contributor’s Seller's pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor Seller hereby waives retains its right to file seek to collect from any administrative or legal action against any of the Tenants tenant under the Leases for its Lease sums due Contributor to Seller for periods attributable to Contributor’s Seller's ownership of the Property; provided, except however, that Contributor shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but Seller shall not be permitted to commence or pursue any legal proceedings against any of the Tenants tenant seeking eviction of such Tenant tenant or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after Closingapplicable Lease. The provisions of this Section 5.4(c10.5(c) shall survive the Closing for a period of one hundred eighty (180) days following Closing.

Rents, Income and Other Expenses. Rents and any other amounts payable paid to Seller by Tenants the tenants under the Leases (and any new lease entered into in accordance with the terms of this Agreement) shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLPPurchaser’s review and approval prior to Closing. GIPLP Seller and Purchaser shall receive at Closing a credit for GIPLP’s pro rata share of the prorate all rents, additional rent, Real Estate Taxes, common area maintenance charges, operating expense contributions, tenant reimbursements and escalations, and all other payments payable for under the month Leases (and any such new lease) received as of the Closing Date so that at Closing Seller will receive monthly basic rent payments through the day prior to the Closing Date and so that Seller will receive reimbursement for all other rents and other amounts that apply to periods from and after expenses paid by Seller through the Closing, but which are received by Contributor day prior to Closingthe Closing Date for which Seller is entitled to reimbursement under the Leases (and any such new lease) (including, without limitation, Taxes) (such expenses shall be reasonably estimated if not ascertainable as the Closing Date and then shall be re-adjusted as provided in (f) below when actual amounts are determined), and so that the excess, if any, is credited to Purchaser. GIPLP Purchaser agrees to pay to ContributorSeller, upon receipt, any rents or other payments by Tenants the tenants under the Leases with respect to the Property that apply to periods prior to Closing but which are received by GIPLP Purchaser after Closing; provided, however, that any delinquent rents or other payments by Tenants such tenants received by Purchaser after Closing shall be applied first to any current amounts owing then owed to Purchaser by Tenants, then to delinquent rents in the order in which such rents are most recently past duetenants, with the balance, if any, paid over to Contributor Seller to the extent of delinquencies existing at on the time date of Closing to which Contributor Seller is entitled; it being . It is understood and agreed that GIPLP Purchaser shall not be legally responsible to Contributor Seller for the collection of any rents or other charges payable with respect to the Lease Leases of Seller or any portion thereof, thereof which are delinquent or past due as of the Closing Date; but GIPLP Purchaser agrees that GIPLP Purchaser shall send monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants under the terms of the Leases as of the Closing Date, which reimbursements pertain to such Tenants’ pro rata share of operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLP’s actual receipt of any such reimbursements, on the basis of the number of days of Contributor and GIPLP’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP agrees to pay to Contributor Contributor’s pro rata portion of such reimbursements within thirty (30) days after GIPLP’s receipt thereof. Conversely, if any of the Tenants shall become entitled at any time after Closing to a refund of such Tenant’s reimbursements actually paid by such Tenant prior to Closing, then, Contributor shall, within thirty (30) days following GIPLP’s demand therefor, pay to GIPLP any amount equal to Contributor’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor Seller hereby waives retains its right to file any administrative or legal action against any of pursue the Tenants tenants under the Leases for sums due Contributor Seller for periods attributable to ContributorSeller’s ownership of the Property, except that Contributor but in no event shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but shall not Seller be permitted to commence or pursue any legal proceedings against any of the Tenants seeking seek eviction of such Tenant tenants or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after Closingtheir Leases. The provisions of this Section 5.4(c) shall survive the Closing.

Rents, Income and Other Expenses. Rents and any other amounts payable by Tenants Tenant under the Leases Lease shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLPPurchaser’s review and approval prior to Closing. GIPLP Purchaser shall receive at Closing a credit for GIPLPPurchaser’s pro rata share of the rents, additional rent, Real Estate Taxes, common area maintenance charges, tenant reimbursements and escalations, and all other payments payable for the month of Closing and for all other rents and other amounts that apply to periods from and after the Closing, but which are received by Contributor Seller prior to Closing. GIPLP Purchaser agrees to pay to ContributorSeller, upon receipt, any rents or other payments by Tenants under the Leases Lease that apply to periods prior to Closing but are received by GIPLP Purchaser after Closing; provided, however, that any delinquent rents or other payments by Tenants Tenant shall be applied first to any current amounts owing by TenantsTenant, then to delinquent rents in the order in which such rents are most recently past due, with the balance, if any, paid over to Contributor Seller to the extent of delinquencies existing at the time of Closing to which Contributor Seller is entitled; it being understood and agreed that GIPLP Purchaser shall not be legally responsible to Contributor Seller for the collection of any rents or other charges payable with respect to the Lease or any portion thereof, which are delinquent or past due as of the Closing Date; but GIPLP agrees that GIPLP shall send monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants under the terms of the Leases as of the Closing Date, which reimbursements pertain to such Tenants’ pro rata share of operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLP’s actual receipt of any such reimbursements, on the basis of the number of days of Contributor and GIPLP’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP agrees to pay to Contributor Contributor’s pro rata portion of such reimbursements within thirty (30) days after GIPLP’s receipt thereof. Conversely, if any of the Tenants shall become entitled at any time after Closing to a refund of such Tenant’s reimbursements actually paid by such Tenant prior to Closing, then, Contributor shall, within thirty (30) days following GIPLP’s demand therefor, pay to GIPLP any amount equal to Contributor’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor hereby waives its right to file any administrative or legal action against any of the Tenants under the Leases for sums due Contributor for periods attributable to Contributor’s ownership of the Property, except that Contributor shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but shall not be permitted to commence or pursue any legal proceedings against any of the Tenants seeking eviction of such Tenant or the termination of the Lease unless consented to by GIPLP in writing. Contributor Seller shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases Lease received by Contributor Seller prior to Closing. GIPLP Purchaser shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases Lease received by GIPLP Purchaser after Closing. The provisions of this Section 5.4(c) shall survive the Closing.

Rents, Income and Other Expenses. Rents and any other amounts payable by Tenants Tenant under the Leases Lease shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration on the basis of a schedule which shall be prepared by Contributor and delivered to GIPLP for GIPLP’s 's review and approval prior to Closing. GIPLP shall receive at Closing a credit for GIPLP’s 's pro rata share of the rents, additional rent, Real Estate Taxes, common area maintenance charges, tenant reimbursements and escalations, and all other payments payable for the month of Closing and for all other rents and other amounts that apply to periods from and after the Closing, but which are received by Contributor prior to Closing. GIPLP agrees to pay to Contributor, upon receipt, any rents or other payments by Tenants Tenant under the Leases Lease that apply to periods prior to Closing but are received by GIPLP after Closing; provided, however, that any delinquent rents or other payments by Tenants Tenant shall be applied first to any current amounts owing by TenantsTenant, then to delinquent rents in the order in which such rents are most recently past due, with the balance, if any, paid over to Contributor to the extent of delinquencies existing at the time of Closing to which Contributor is entitled; it being understood and agreed that GIPLP shall not be legally responsible to Contributor for the collection of any rents or other charges payable with respect to the Lease or any portion thereof, which are delinquent or past due as of the Closing Date; but GIPLP agrees that GIPLP shall send monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants Tenant under the terms of the Leases Lease as of the Closing Date, which reimbursements pertain to such Tenants’ Tenant's pro rata share of increased operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLP’s 's actual receipt of any such reimbursements, on the basis of the number of days of Contributor and GIPLP’s 's respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP agrees to pay to Contributor Contributor’s 's pro rata portion of such reimbursements within thirty (30) days after GIPLP’s 's receipt thereof. Conversely, if any of the Tenants Tenant shall become entitled at any time after Closing to a refund of such Tenant’s 's reimbursements actually paid by such Tenant prior to Closing, then, Contributor shall, within thirty (30) days following GIPLP’s 's demand therefor, pay to GIPLP any amount equal to Contributor’s 's pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor hereby waives its right to file any administrative or legal action against any of the Tenants Tenant under the Leases Lease for sums due Contributor for periods attributable to Contributor’s 's ownership of the Property, except that Contributor shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but shall not be permitted to to• commence or pursue any legal proceedings against any of the Tenants Tenant seeking eviction of such Tenant or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases Lease received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases Lease received by GIPLP after Closing. The provisions of this Section 5.4(c) shall survive the Closing.

Rents, Income and Other Expenses. Rents and any other amounts payable paid to Seller by Tenants the tenants under the Leases shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLPPurchaser’s review and approval prior to Closing. GIPLP Seller and Purchaser shall receive at Closing a credit for GIPLP’s pro rata share of the prorate all rents, additional rent, Real Estate Taxes, common area maintenance charges, operating expense contributions, tenant reimbursements and escalations, and all other payments payable for under the month Leases received as of the Closing Date so that at Closing Seller will receive monthly basic rent payments through the day prior to the Closing Date and so that Seller will receive reimbursement for all other rents and other amounts that apply to periods from and after expenses paid by Seller through the Closing, but which are received by Contributor day prior to Closingthe Closing Date for which Seller is entitled to reimbursement under the Leases (including, without limitation, Taxes) (such expenses shall be reasonably estimated if not ascertainable as the Closing Date and then shall be re-adjusted as provided in (f) below when actual amounts are determined), and so that the excess, if any, is credited to Purchaser. GIPLP Purchaser agrees to pay to ContributorSeller, upon receipt, any rents or other payments by Tenants the tenant under the Leases with respect to the Property that apply to periods prior to Closing but which are received by GIPLP Purchaser after Closing; provided, however, that any delinquent rents or other payments by Tenants such tenant received by Purchaser after Closing shall be applied first to any current amounts owing then owed to Purchaser by Tenants, then to delinquent rents in the order in which such rents are most recently past duetenant, with the balance, if any, paid over to Contributor Seller to the extent of delinquencies existing at on the time date of Closing to which Contributor Seller is entitled; it being . It is understood and agreed that GIPLP Purchaser shall not be legally responsible to Contributor Seller for the collection of any rents or other charges payable with respect to the Lease Leases or any portion thereof, thereof which are delinquent or past due as of the Closing Date; but GIPLP Purchaser agrees that GIPLP Purchaser shall send monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants under the terms of the Leases as of the Closing Date, which reimbursements pertain to such Tenants’ pro rata share of operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLP’s actual receipt of any such reimbursements, on the basis of the number of days of Contributor and GIPLP’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP agrees to pay to Contributor Contributor’s pro rata portion of such reimbursements within thirty (30) days after GIPLP’s receipt thereof. Conversely, if any of the Tenants shall become entitled at any time after Closing to a refund of such Tenant’s reimbursements actually paid by such Tenant prior to Closing, then, Contributor shall, within thirty (30) days following GIPLP’s demand therefor, pay to GIPLP any amount equal to Contributor’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor Seller hereby waives retains its right to file any administrative or legal action against any of pursue the Tenants tenants under the Leases for sums due Contributor Seller for periods attributable to ContributorSeller’s ownership of the Property, except that Contributor but in no event shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but shall not Seller be permitted to commence or pursue any legal proceedings against any of the Tenants seeking seek eviction of such Tenant tenant or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after ClosingLease. The provisions of this Section 5.4(c) shall survive the Closing.

Rents, Income and Other Expenses. Rents and any other amounts payable paid to Seller by the Tenants under the Leases (and any new lease entered into in accordance with the terms of this Agreement), if any, shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLP’s Purchaser's review and approval prior to Closing. GIPLP Seller and Purchaser shall receive at Closing a credit for GIPLP’s pro rata share of the prorate all rents, additional rent, Real Estate Taxes, common area maintenance charges, operating expense contributions, tenant reimbursements and escalations, and all other payments payable for under the month Leases, if any (and any such new lease) received as of the Closing Date so that at Closing Seller will receive monthly basic rent payments through the day prior to the Closing Date and so that Seller will receive reimbursement for all other rents and other amounts that apply to periods from and after expenses paid by Seller through the Closing, but which are received by Contributor day prior to Closingthe Closing Date for which Seller is entitled to reimbursement under the Leases, if any (including, without limitation, Taxes) (such expenses shall be reasonably estimated if not ascertainable as the Closing Date and then shall be re-adjusted as provided in (g) below when actual amounts are determined), and so that the excess, if any, is credited to Purchaser. GIPLP Purchaser agrees to pay to ContributorSeller, upon receipt, any rents or other payments by the Tenants under the Leases with respect to the Property that apply to periods prior to Closing but which are received by GIPLP Purchaser after Closing; provided, however, that any delinquent rents or other payments by Tenants such tenants received by Purchaser after Closing shall be applied first to any current amounts owing then owed to Purchaser by Tenants, then to delinquent rents in the order in which such rents are most recently past duetenants, with the balance, if any, paid over to Contributor Seller to the extent of delinquencies existing at on the time date of Closing to which Contributor Seller is entitled; it being . It is understood and agreed that GIPLP Purchaser shall not be legally responsible to Contributor Seller for the collection of any rents or other charges payable with respect to the Lease Leases of Seller or any portion thereof, thereof which are delinquent or past due as of the Closing Date; but GIPLP Purchaser agrees that GIPLP Purchaser shall send monthly notices prepared by Contributor for a period of three (3) consecutive months in an use commercially reasonable effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants under the terms of the Leases as of the Closing Date, which reimbursements pertain to such Tenants’ pro rata share of operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLP’s actual receipt of any such reimbursements, on the basis of the number of days of Contributor and GIPLP’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP agrees to pay to Contributor Contributor’s pro rata portion of such reimbursements within thirty (30) days after GIPLP’s receipt thereof. Conversely, if any of the Tenants shall become entitled at any time after Closing to a refund of such Tenant’s reimbursements actually paid by such Tenant prior to Closing, then, Contributor shall, within thirty (30) days following GIPLP’s demand therefor, pay to GIPLP any amount equal to Contributor’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor hereby waives its right to file any administrative or legal action against any of the Tenants under the Leases for sums due Contributor for periods attributable to Contributor’s ownership of the Property, except that Contributor shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but shall not be permitted to commence or pursue any legal proceedings against any of the Tenants seeking eviction of such Tenant or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after Closing. The provisions of this Section 5.4(c) shall survive the Closing.

Rents, Income and Other Expenses. Rents and any other amounts payable paid to Seller by Tenants the tenants under the Leases (and any new lease entered into in accordance with the terms of this Agreement) shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLPPurchaser’s review and approval prior to Closing. GIPLP Seller and Purchaser shall receive at Closing a credit for GIPLP’s pro rata share of the prorate all rents, additional rent, Real Estate Taxes, common area maintenance charges, operating expense contributions, tenant reimbursements and escalations, and all other payments payable for under the month Leases (and any such new lease) received as of the Closing Date so that at Closing Seller will receive monthly basic rent payments through the day prior to the Closing Date and so that Seller will receive reimbursement for all other rents and other amounts that apply to periods from and after expenses paid by Seller through the Closing, but which are received by Contributor day prior to Closingthe Closing Date for which Seller is entitled to reimbursement under the Leases (and any such new lease) (including, without limitation, Taxes) (such expenses shall be reasonably estimated if not ascertainable as the Closing Date and then shall be re-adjusted as provided in (f) below when actual amounts are determined), and so that the excess, if any, is credited to Purchaser. GIPLP Purchaser agrees to pay to ContributorSeller, upon receipt, any rents or other payments by Tenants the tenants under the Leases with respect to the Property that apply to periods prior to Closing but which are received by GIPLP Purchaser after Closing; provided, however, that any delinquent rents or other payments by Tenants such tenants received by Purchaser after Closing shall be applied first to any current amounts owing then owed to Purchaser by Tenants, then to delinquent rents in the order in which such rents are most recently past duetenants, with the balance, if any, paid over to Contributor Seller to the extent of delinquencies existing at on the time date of Closing to which Contributor Seller is entitled; it being . It is understood and agreed that GIPLP Purchaser shall not be legally responsible to Contributor Seller for the collection of any rents or other charges payable with respect to the Lease Leases of Seller or any portion thereof, thereof which are delinquent or past due as of the Closing Date; but GIPLP Purchaser agrees that GIPLP Purchaser shall send PURCHASE AND SALE AGREEMENT 00 XXXXX XXXXXXXX XXXXXXX, XXXXXXX monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants under the terms of the Leases as of the Closing Date, which reimbursements pertain to such Tenants’ pro rata share of operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLP’s actual receipt of any such reimbursements, on the basis of the number of days of Contributor and GIPLP’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP agrees to pay to Contributor Contributor’s pro rata portion of such reimbursements within thirty (30) days after GIPLP’s receipt thereof. Conversely, if any of the Tenants shall become entitled at any time after Closing to a refund of such Tenant’s reimbursements actually paid by such Tenant prior to Closing, then, Contributor shall, within thirty (30) days following GIPLP’s demand therefor, pay to GIPLP any amount equal to Contributor’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor Seller hereby waives retains its right to file any administrative or legal action against any of pursue the Tenants tenants under the Leases for sums due Contributor Seller for periods attributable to ContributorSeller’s ownership of the Property, except that Contributor but in no event shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but shall not Seller be permitted to commence or pursue any legal proceedings against any of the Tenants seeking seek eviction of such Tenant tenants or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after Closingtheir Leases. The provisions of this Section 5.4(c) shall survive the Closing.

Rents, Income and Other Expenses. Rents and any other amounts payable paid to Seller by Tenants the tenant(s) under any new lease(s) entered into in accordance with the Leases terms of this Agreement shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLPPurchaser’s review and approval prior to Closing. GIPLP Seller and Purchaser shall receive at Closing a credit for GIPLP’s pro rata share of the prorate all rents, additional rent, Real Estate Taxes, common area maintenance charges, operating expense contributions, tenant reimbursements and escalations, and all other payments payable for under any such new lease(s) received as of the month of Closing Date so that at Closing Seller will receive monthly basic rent payments through the day prior to the Closing Date and so that Seller will receive reimbursement for all other rents and other amounts that apply to periods from and after expenses paid by Seller through the Closing, but which are received by Contributor day prior to Closingthe Closing Date for which Seller is entitled to reimbursement under any such new lease(s) (including, without limitation, Taxes) (such expenses shall be reasonably estimated if not ascertainable as the Closing Date and then shall be re-adjusted as provided in (f) below when actual amounts are determined), and so that the excess, if any, is credited to Purchaser. GIPLP Purchaser agrees to pay to ContributorSeller, upon receipt, any rents or other payments by Tenants the tenant(s) under the Leases any new lease(s) with respect to the Property that apply to periods prior to Closing but which are received by GIPLP Purchaser after Closing; provided, however, that any delinquent rents or other payments by Tenants such tenants received by Purchaser after Closing shall be applied first to any current amounts owing then owed to Purchaser by Tenants, then to delinquent rents in the order in which such rents are most recently past duetenants, with the balance, if any, paid over to Contributor Seller to the extent of delinquencies existing at on the time date of Closing to which Contributor Seller is entitled; it being . It is understood and agreed that GIPLP Purchaser shall not be legally responsible to Contributor Seller for the collection of any rents or other charges payable with respect to the Lease any new lease(s) or any portion thereof, thereof which are delinquent or past due as of the Closing Date; but GIPLP Purchaser agrees that GIPLP Purchaser shall send monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants under the terms of the Leases as of the Closing Date, which reimbursements pertain to such Tenants’ pro rata share of operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLP’s actual receipt of any such reimbursements, on the basis of the number of days of Contributor and GIPLP’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP agrees to pay to Contributor Contributor’s pro rata portion of such reimbursements within thirty (30) days after GIPLP’s receipt thereof. Conversely, if any of the Tenants shall become entitled at any time after Closing to a refund of such Tenant’s reimbursements actually paid by such Tenant prior to Closing, then, Contributor shall, within thirty (30) days following GIPLP’s demand therefor, pay to GIPLP any amount equal to Contributor’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor Seller hereby waives retains its right to file pursue the tenants under any administrative or legal action against any of the Tenants under the Leases new lease(s) for sums due Contributor Seller for periods attributable to ContributorSeller’s ownership of the Property, except that Contributor shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but shall not be permitted to commence or pursue any legal proceedings against any of the Tenants seeking eviction of such Tenant or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after Closing. The provisions of this Section 5.4(c) shall survive the Closing.

Rents, Income and Other Expenses. Rents and any other amounts payable (including Taxes) paid by Tenants under tenants of the Leases Property shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLP’s Purchaser's review and approval prior to Closing. GIPLP Purchaser shall receive at Closing a credit for GIPLP’s Purchaser's pro rata share of the rents, additional rent, Real Estate Taxes, common area maintenance charges, tenant reimbursements and escalations, and all other payments payable paid for the month of Closing with respect to the Property and for all other rents and other amounts with respect to the Property that apply to periods from and after the Closing, but which are received by Contributor Seller prior to Closing. GIPLP Purchaser agrees to pay to ContributorSeller, upon receipt, any rents or other payments by Tenants a tenant under the Leases its Lease that apply to periods prior to Closing but are received by GIPLP Purchaser after Closing; provided, however, that any delinquent rents or other payments by Tenants tenants shall be applied first to any current amounts owing by Tenantssuch tenants from and after Closing, then to delinquent rents in the order in which such rents are most recently past due, with the balance, if any, paid over to Contributor Seller to the extent of delinquencies existing at the time of Closing to which Contributor Seller is entitled; it being understood and agreed that GIPLP Purchaser shall not be legally responsible to Contributor Seller for the collection of any rents or other charges payable with respect to the Lease Leases or any portion thereof, which are delinquent or past due as of the Closing Date; but GIPLP Purchaser agrees that GIPLP Purchaser shall send monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants a tenant under the terms of the Leases its Lease as of the Closing Date, which reimbursements pertain to such Tenants’ tenant's pro rata share of increased operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLP’s Purchaser's actual receipt of any such reimbursements, on the basis of the number of days of Contributor Seller's and GIPLP’s Purchaser's respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP Purchaser agrees to pay to Contributor Contributor’s Seller Seller's pro rata portion of such reimbursements within thirty (30) days after GIPLP’s Purchaser's receipt thereof. Conversely, if any of the Tenants a tenant under its Lease shall become entitled at any time after Closing to a refund of such Tenant’s tenant reimbursements actually paid by such Tenant tenant prior to Closing, then, Contributor Seller shall, within thirty (30) days following GIPLP’s Purchaser's demand therefor, pay to GIPLP any Purchaser an amount equal to Contributor’s Seller's pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor Seller hereby waives retains its right to file any administrative or legal action against any of the Tenants pursue such tenant under the Leases its Lease for sums due Contributor Seller for periods attributable to Contributor’s Seller's ownership of the Property; provided, however, that Seller (i) shall be required to notify Purchaser in writing of its intention to commence or pursue such legal proceedings, and to provide Purchaser with copies of all correspondence with such tenant relative to such proceedings; (ii) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after Closing, except that Contributor Seller shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but and (iii) shall not be permitted to commence or pursue any legal proceedings against any of the Tenants tenant seeking eviction of such Tenant tenant or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after Closingapplicable Lease. The provisions of this Section 5.4(c) shall survive the Closing for a period of one hundred eighty (180) days following Closing.

Rents, Income and Other Expenses. Rents and any other amounts payable paid to Seller by Tenants the tenant under the Leases any Lease shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLPPurchaser’s review and approval prior to Closing. GIPLP Seller and Purchaser shall receive at Closing a credit for GIPLP’s pro rata share of the prorate all rents, additional rent, Real Estate Taxes, common area maintenance charges, operating expense contributions, tenant reimbursements and escalations, business park association assessments, if any, and all other payments payable for under any Lease received as of the month of Closing and for all other Date so that at Closing Seller will receive monthly basic rent payments through the day prior to the Closing Date. All rents and other amounts that apply to periods from and after the Closing, but which are payments received by Contributor prior Seller after Closing shall be promptly paid to ClosingPurchaser. GIPLP Purchaser agrees to pay to ContributorSeller, upon receipt, any rents or other payments by Tenants the tenant under the Leases any Lease that apply to periods prior to Closing but which are received by GIPLP Purchaser after Closing; provided, however, that any delinquent rents or other payments by Tenants such tenant received by Purchaser after Closing shall be applied first to any current amounts owing then owed to Purchaser by Tenants, then to delinquent rents in the order in which such rents are most recently past due, tenant with the balance, if any, paid over to Contributor Seller to the extent of delinquencies existing at on the time date of Closing Closing. Purchaser agrees to which Contributor is entitled; it being understood and agreed that GIPLP use commercially reasonable efforts (but shall not be legally responsible obligated to Contributor for institute any action to enforce or terminate a lease), short of termination of any Lease, to collect from the collection tenant on behalf of Seller any rents or other charges payable with respect to the any Lease or any portion thereof, thereof which are delinquent or past due as of the Closing Date; but GIPLP agrees that GIPLP shall send monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants under the terms of the Leases as of the Closing Date, which reimbursements pertain to such Tenants’ pro rata share of operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLP’s actual receipt Upon collection of any such reimbursementsdelinquent or past due amounts, on Purchaser shall promptly remit the basis same to Seller. Purchaser will keep Seller reasonably apprised of the number progress of days any such collection efforts by Purchaser on behalf of Contributor and GIPLP’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP agrees to pay to Contributor Contributor’s pro rata portion of such reimbursements within thirty (30) days after GIPLP’s receipt thereof. Conversely, if any of the Tenants shall become entitled at any time after Closing to a refund of such Tenant’s reimbursements actually paid by such Tenant prior to Closing, then, Contributor shall, within thirty (30) days following GIPLP’s demand therefor, pay to GIPLP any amount equal to Contributor’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor hereby waives its right to file any administrative or legal action against any of the Tenants under the Leases for sums due Contributor for periods attributable to Contributor’s ownership of the Property, except that Contributor shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but shall not be permitted to commence or pursue any legal proceedings against any of the Tenants seeking eviction of such Tenant or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after ClosingSeller. The provisions of this Section 5.4(c3.4(c) shall survive the Closing.

Rents, Income and Other Expenses. Rents and any other amounts payable paid to Seller by Tenants Tenant under the Leases Lease shall be prorated as of 11:59 P.M. on the day preceding the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Seller and delivered to GIPLP Buyer for GIPLPBuyer’s review and approval prior to Closing. GIPLP Seller and Buyer shall receive at Closing a credit for GIPLP’s pro rata share of the prorate all rents, additional rent, Real Estate Taxes, common area maintenance charges, tenant reimbursements operating expense contributions, and escalations, and all other payments payable for under the month Lease received as of the Closing Date so that at Closing Seller will receive monthly basic rent payments attributable to the period through the day prior to the Closing Date and so that Seller will receive reimbursement for all other rents operating expenses paid by Seller, and other amounts that apply to periods recoverable from and after Tenant, through the Closing, but which are received by Contributor day prior to Closingthe Closing Date (including, without limitation, Taxes, unless full taxes are paid by Tenant) (such expenses shall be reasonably estimated if not ascertainable as the Closing Date and then shall be re-adjusted as provided in (e) below when actual amounts are determined) to the extent received or paid, as applicable, as of the Closing Date. GIPLP Buyer agrees to pay to ContributorSeller, upon receipt, any rents or other payments by Tenants Tenant under the Leases Lease that apply to periods prior to Closing but which are received by GIPLP Buyer after Closing and Seller agrees to pay to Buyer, upon receipt, any rents or other payments by Tenant under the Lease that apply to periods on and after the Closing but which are received by Seller after Closing; provided, however, that that, in all cases, any delinquent rents or other payments by Tenants any tenant received by Buyer or Seller after Closing shall be applied first to any current amounts owing then due and owed to Buyer by Tenants, then to delinquent rents in the order in which such rents are most recently past due, any tenant with the balance, if any, paid over to Contributor Seller to the extent of delinquencies existing at on the time date of Closing Closing. Buyer agrees to which Contributor is entitled; it being understood and agreed that GIPLP shall not be legally responsible use commercially reasonable efforts, short of termination of the Lease or pursuing litigation or arbitration, to Contributor for the collection collect from any tenant on behalf of Seller any rents or other charges payable with respect to the Lease or any portion thereof, thereof which are delinquent or past due as of the Closing Date; but GIPLP agrees that GIPLP shall send monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants under the terms of the Leases as of the Closing Date, which reimbursements pertain to such Tenants’ pro rata share of operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLP’s actual receipt Upon collection of any such reimbursementsdelinquent or past due amounts, on Buyer shall promptly remit the basis same to Seller. Buyer will keep Seller reasonably apprised of the number progress of days any such collection efforts by Buyer on behalf of Contributor and GIPLP’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP agrees to pay to Contributor Contributor’s pro rata portion of such reimbursements within thirty (30) days after GIPLP’s receipt thereof. Conversely, if any of the Tenants shall become entitled at any time after Closing to a refund of such Tenant’s reimbursements actually paid by such Tenant prior to Closing, then, Contributor shall, within thirty (30) days following GIPLP’s demand therefor, pay to GIPLP any amount equal to Contributor’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor hereby waives its right to file any administrative or legal action against any of the Tenants under the Leases for sums due Contributor for periods attributable to Contributor’s ownership of the Property, except that Contributor shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but shall not be permitted to commence or pursue any legal proceedings against any of the Tenants seeking eviction of such Tenant or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after ClosingSeller. The provisions of this Section 5.4(c10(c) shall survive the Closing.

Rents, Income and Other Expenses. Rents and any other amounts payable paid to Seller by Tenants the tenant under the Leases Lease (and any new lease entered into in accordance with the terms of this Agreement) shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLPPurchaser’s review and approval prior to Closing. GIPLP Seller and Purchaser shall receive at Closing a credit for GIPLP’s pro rata share of the prorate all rents, additional rent, Real Estate Taxes, common area maintenance charges, operating expense contributions, tenant reimbursements and escalations, and all other payments payable for under the month Lease (and any such new lease) received as of the Closing Date so that at Closing Seller will receive monthly basic rent payments through the day prior to the Closing Date and so that Seller will receive reimbursement for all other rents and other amounts that apply to periods from and after expenses paid by Seller through the Closing, but which are received by Contributor day prior to Closingthe Closing Date for which Seller is entitled to reimbursement under the Lease (and any such new lease) (including, without limitation, Taxes) (such expenses shall be reasonably estimated if not ascertainable as the Closing Date and then shall be re-adjusted as provided in (f) below when actual amounts are determined), and so that the excess, if any, is credited to Purchaser. GIPLP Purchaser agrees to pay to ContributorSeller, upon receipt, any rents or other payments by Tenants the tenant under the Leases Lease that apply to periods prior to Closing but which are received by GIPLP Purchaser after Closing; provided, however, that any delinquent rents or other payments by Tenants such tenant received by Purchaser after Closing shall be applied first to any current amounts owing then owed to Purchaser by Tenants, then to delinquent rents in the order in which such rents are most recently past duetenant, with the balance, if any, paid over to Contributor Seller to the extent of delinquencies existing at on the time date of Closing to which Contributor Seller is entitled; it being . It is understood and agreed that GIPLP Purchaser shall not be legally responsible to Contributor Seller for the collection of any rents or other charges payable with respect to the Lease or any portion thereof, thereof which are delinquent or past due as of the Closing Date; but GIPLP Purchaser agrees that GIPLP Purchaser shall send monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants under the terms of the Leases as of the Closing Date, which reimbursements pertain to such Tenants’ pro rata share of operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLP’s actual receipt of any such reimbursements, on the basis of the number of days of Contributor and GIPLP’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP agrees to pay to Contributor Contributor’s pro rata portion of such reimbursements within thirty (30) days after GIPLP’s receipt thereof. Conversely, if any of the Tenants shall become entitled at any time after Closing to a refund of such Tenant’s reimbursements actually paid by such Tenant prior to Closing, then, Contributor shall, within thirty (30) days following GIPLP’s demand therefor, pay to GIPLP any amount equal to Contributor’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor Seller hereby waives retains its right to file any administrative or legal action against any of pursue the Tenants tenant under the Leases Lease for sums due Contributor Seller for periods attributable to ContributorSeller’s ownership of the Property, except that Contributor shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but shall not be permitted to commence or pursue any legal proceedings against any of the Tenants seeking eviction of such Tenant or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after Closing. The provisions of this Section 5.4(c) shall survive the Closing.

Rents, Income and Other Expenses. Rents and any other amounts payable paid to Seller by Tenants the tenants under the Leases (and any new lease entered into in accordance with the terms of this Agreement) shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLPPurchaser’s review and approval prior to Closing. GIPLP Seller and Purchaser shall receive at Closing a credit for GIPLP’s pro rata share of the prorate all rents, additional rent, Real Estate Taxes, common area maintenance charges, operating expense contributions, tenant reimbursements and escalations, and all other payments payable for under the month Leases (and any such new lease) received as of the Closing Date so that at Closing Seller will receive monthly basic rent payments through the day prior to the Closing Date and so that Seller will receive reimbursement for all other rents and other amounts that apply to periods from and after expenses paid by Seller through the Closing, but which are received by Contributor day prior to Closingthe Closing Date for which Seller is entitled to reimbursement under the Leases (including, without limitation, Taxes) (such expenses shall be reasonably estimated if not ascertainable as the Closing Date and then shall be re-adjusted as provided in (g) below when actual amounts are determined), and so that the excess, if any, is credited to Purchaser. GIPLP Purchaser agrees to pay to ContributorSeller, upon receipt, any rents or other payments by Tenants the tenants under the Leases with respect to the Property that apply to periods prior to Closing but which are received by GIPLP Purchaser after Closing; provided, however, that any delinquent rents or other payments by Tenants such tenants received by Purchaser after Closing shall be applied first to any current amounts owing then owed to Purchaser by Tenants, then to delinquent rents in the order in which such rents are most recently past duetenants, with the balance, if any, paid over to Contributor Seller to the extent of delinquencies existing at on the time date of Closing to which Contributor Seller is entitled; it being . It is understood and agreed that GIPLP Purchaser shall not be legally responsible to Contributor Seller for the collection of any rents or other charges payable with respect to the Lease Leases of Seller or any portion thereof, thereof which are delinquent or past due as of the Closing DateDate but that Purchaser shall exercise its commercially reasonable efforts to collect the same, but without any obligation to seek eviction of the tenants or terminate any Lease; but GIPLP Purchaser agrees that GIPLP Purchaser shall send monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants under the terms of the Leases as of the Closing Date, which reimbursements pertain to such Tenants’ pro rata share of operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLP’s actual receipt of any such reimbursements, on the basis of the number of days of Contributor and GIPLP’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP agrees to pay to Contributor Contributor’s pro rata portion of such reimbursements within thirty (30) days after GIPLP’s receipt thereof. Conversely, if any of the Tenants shall become entitled at any time after Closing to a refund of such Tenant’s reimbursements actually paid by such Tenant prior to Closing, then, Contributor shall, within thirty (30) days following GIPLP’s demand therefor, pay to GIPLP any amount equal to Contributor’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor hereby waives its right to file any administrative or legal action against any of the Tenants under the Leases for sums due Contributor for periods attributable to Contributor’s ownership of the Property, except that Contributor shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but shall not be permitted to commence or pursue any legal proceedings against any of the Tenants seeking eviction of such Tenant or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after Closing. The provisions of this Section 5.4(c) shall survive the Closing.

Rents, Income and Other Expenses. Rents and any other amounts payable by Tenants under the Leases tenants shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLPPurchaser’s review and approval prior to Closing. GIPLP Purchaser shall receive at Closing a credit for GIPLPPurchaser’s pro rata share of the rents, additional rent, Real Estate Taxes, common area maintenance charges, tenant reimbursements and escalations, and all other payments payable for the month of Closing and for all other rents and other amounts that apply to periods from and after the Closing, but which are received by Contributor Seller prior to Closing. GIPLP Purchaser agrees to pay to ContributorSeller, upon receipt, any rents or other payments by Tenants tenants under the their respective Leases that apply to periods prior to Closing but are received by GIPLP Purchaser after Closing; provided, however, that any delinquent rents or other payments by Tenants tenants shall be applied first to any current amounts owing by Tenantssuch tenants, then to delinquent rents in the order in which such rents are most recently past due, with the balance, if any, paid over to Contributor Seller to the extent of delinquencies existing at the time of Closing to which Contributor Seller is entitled; it being understood and agreed that GIPLP Purchaser shall not be legally responsible to Contributor Seller for the collection of any rents or other charges payable with respect to the Lease Leases or any portion thereof, which are delinquent or past due as of the Closing Date; but GIPLP Purchaser agrees that GIPLP Purchaser shall send monthly notices prepared by Contributor Seller for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants any tenant under the terms of any tenant lease affecting the Leases Property as of the Closing Date, which reimbursements pertain to such Tenants’ tenant’s pro rata share of increased operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLPPurchaser’s actual receipt of any such reimbursements, on the basis of the number of days of Contributor Seller and GIPLPPurchaser’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP Purchaser agrees to pay to Contributor ContributorSeller Seller’s pro rata portion of such reimbursements within thirty (30) days after GIPLPPurchaser’s receipt thereof. Conversely, if any of the Tenants tenant under any such Lease shall become entitled at any time after Closing to a refund of such Tenant’s tenant reimbursements actually paid by such Tenant tenant prior to Closing, then, Contributor Seller shall, within thirty (30) days following GIPLPPurchaser’s demand therefor, pay to GIPLP Purchaser any amount equal to ContributorSeller’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor Seller hereby waives its right to file any administrative or legal action against any of the Tenants tenant under the Leases for sums due Contributor Seller for periods attributable to ContributorSeller’s ownership of the Property, except that Contributor Seller shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but shall not be permitted to commence or pursue any legal proceedings against any of the Tenants tenant seeking eviction of such Tenant tenant or the termination of the applicable Lease unless consented to by GIPLP Purchaser in writing. Contributor Seller shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases received by Contributor Seller prior to Closing. GIPLP Purchaser shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP Purchaser after Closing. The provisions of this Section 5.4(c) shall survive the Closing.

Rents, Income and Other Expenses. Rents and any other amounts payable paid by Tenants under the Leases shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration on the basis of a schedule which shall be prepared by Contributor the Sellers and delivered to GIPLP the Purchaser for GIPLPthe Purchaser’s review and approval no less than two (2) days prior to Closingthe Closing Date. GIPLP The Purchaser shall receive at Closing a credit for GIPLPthe Purchaser’s pro rata share of the rents, additional rent, Real Estate Taxespercentage rent, common area maintenance charges, tenant reimbursements and escalations, and all other rental payments payable as actually received by the Sellers for the month or other applicable period of Closing and for all other rents and other amounts that apply to periods from and after the Closing, but which are received by Contributor the Sellers prior to Closing. GIPLP The Purchaser agrees to pay to Contributorthe applicable Seller, upon receipt, any rents or other payments by Tenants under the Leases that apply to periods prior to Closing but are received by GIPLP the Purchaser after Closing; provided, however, that any delinquent rents or other payments received by Tenants the Purchaser shall be applied (i) first to amounts due for the month of Closing, (ii) second, to any current amounts then owing by such Tenants, then and (iii) third, to delinquent rents in the order in which such rents are most recently past due, with the balance, if any, paid over to Contributor to the extent of delinquencies existing at the time of Closing to which Contributor is entitled; it being understood and agreed that GIPLP the Purchaser shall not be legally responsible to Contributor have no obligation or liability whatsoever for the collection of any rents or other charges payable with respect to the Lease Leases or any portion thereof, which are delinquent or past due as of the Closing Date; but GIPLP agrees that GIPLP shall send monthly notices prepared by Contributor , other than to use commercially reasonable efforts for a period of three (3) consecutive months in an effort after the Closing Date to collect any delinquent rents and charges not collected as of for the period prior to the Closing DateDate (subject to the next-to-last sentence of this Section 5.4(c)); provided, however, that Purchaser shall not be required to commence any proceeding to evict any tenant or expend any monies in collecting such delinquent rents. Any reimbursements payable by Tenants under the terms of the Leases as of the Closing Date, which reimbursements pertain to such Tenants’ Tenant’s pro rata share of operating expenses or common area maintenance costs (or increases thereto over any base year) incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLPthe Purchaser’s actual receipt of any such reimbursements, on the basis of the number of days of Contributor the Sellers’ and GIPLPPurchaser’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP the Purchaser agrees to pay to Contributor Contributor’s such Seller its pro rata portion of such reimbursements reimbursements, if any, within thirty (30) days after GIPLPthe Purchaser’s receipt thereof. ConverselyIn the event that, if any of the Tenants shall become entitled at any time after Closing to a refund of such Tenant’s reimbursements actually paid by such Tenant prior subsequent to Closing, thenany Seller re­ceives any payments of amounts due from any Tenant that are attributable to periods from and after the Closing Date, Contributor shall, within thirty (30) days following GIPLP’s demand therefor, pay to GIPLP any amount equal to Contributor’s pro rata share of such reimbursement refund obligations, said proration to be calculated on Seller shall promptly forward the same basis as hereinabove set forthto the Purchaser. Contributor hereby waives its right to file any administrative or legal action against any of the Tenants under the Leases for sums due Contributor for periods attributable to Contributor’s ownership of the Property, except that Contributor shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but shall not be permitted to commence or pursue any legal proceedings against any of the Tenants seeking eviction of such Tenant or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after Closing. The provisions of this Section 5.4(c) shall survive the Closing[****].

Rents, Income and Other Expenses. Rents and any other amounts payable paid to Seller by Tenants the tenants under the Leases (and any new lease entered into in accordance with the terms of this Agreement) shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of an updated Rent Roll certified by Seller and dated as of the Closing, a schedule draft of which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLP’s Purchaser's review and approval prior to Closing. GIPLP Seller and Purchaser shall receive at Closing a credit for GIPLP’s pro rata share of the prorate all rents, additional rent, Real Estate Taxes, common area maintenance charges, operating expense contributions, tenant reimbursements and escalations, and all other payments payable for under the month Leases (and any such new lease) received as of the Closing Date so that at Closing Seller will receive monthly basic rent payments through the day prior to the Closing Date and so that Seller will receive reimbursement for all other rents and other amounts that apply to periods from and after expenses paid by Seller through the Closing, but which are received by Contributor day prior to Closingthe Closing Date for which Seller is entitled to reimbursement under the Leases (and any such new lease) (including, without limitation, Taxes) (such expenses shall be reasonably estimated if not ascertainable as the Closing Date and then shall be re-adjusted as provided in (f) below when actual amounts are determined), and so that the excess, if any, is credited to Purchaser. GIPLP Purchaser agrees to pay to ContributorSeller, upon receipt, any rents or other payments by Tenants the tenants under the Leases that apply to periods prior to Closing but which are received by GIPLP Purchaser after Closing; providedPROVIDED, howeverHOWEVER, that any delinquent rents or other payments by Tenants any such tenant received by Purchaser after Closing shall be applied first to the calendar month during which the Closing Date occurs, then to any current amounts owing then owed to Purchaser by Tenants, such tenant and then to delinquent rents in Seller for the order in calendar month immediately preceding the calendar month during which such rents are most recently past duethe Closing Date occurs, with the balance, if any, paid over to Contributor Seller to the extent of delinquencies existing at on the time date of Closing to which Contributor Seller is entitled; it being . It is understood and agreed that GIPLP except as provided for in the immediately preceding sentence Purchaser shall not be legally responsible to Contributor Seller for the collection of any rents or other charges payable with respect to the Lease Leases or any portion thereof, thereof which are delinquent or past due as of the Closing Date; but GIPLP Purchaser agrees that GIPLP Purchaser shall send monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants under the terms of the Leases as of the Closing Date, which reimbursements pertain to such Tenants’ pro rata share of operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLP’s actual receipt of any such reimbursements, on the basis of the number of days of Contributor and GIPLP’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP agrees to pay to Contributor Contributor’s pro rata portion of such reimbursements within thirty (30) days after GIPLP’s receipt thereof. Conversely, if any of the Tenants shall become entitled at any time after Closing to a refund of such Tenant’s reimbursements actually paid by such Tenant prior to Closing, then, Contributor shall, within thirty (30) days following GIPLP’s demand therefor, pay to GIPLP any amount equal to Contributor’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor Seller hereby waives retains its right to file any administrative or legal action against any of pursue the Tenants tenants under the Leases for sums due Contributor Seller for periods attributable to Contributor’s Seller's ownership of the Property, except that Contributor shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but shall not be permitted to commence or pursue any legal proceedings against any of the Tenants seeking eviction of such Tenant or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after Closing. The provisions of this Section 5.4(c) shall survive the Closing.

Rents, Income and Other Expenses. Rents and any other amounts -------------------------------- payable by Tenants under the Leases tenants shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLP’s Purchaser's review and approval prior to Closing. GIPLP Purchaser shall receive at Closing a credit for GIPLP’s Purchaser's pro rata share of the rents, additional rent, Real Estate Taxes, common area maintenance charges, tenant reimbursements and escalations, and all other payments payable for the month of Closing and for all other rents and other amounts that apply to periods from and after the Closing, but which are received by Contributor Seller prior to Closing. GIPLP Purchaser agrees to pay to ContributorSeller, upon receipt, any rents or other payments by Tenants tenants under the their respective Leases that apply to periods prior to Closing but are received by GIPLP Purchaser after Closing; provided, however, that any delinquent rents or other payments by Tenants tenants shall be applied first to any current amounts owing by Tenantssuch tenants, then to delinquent rents in the order in which such rents are most recently past due, with the balance, if any, paid over to Contributor Seller to the extent of delinquencies existing at the time of Closing to which Contributor Seller is entitled; it being understood and agreed that GIPLP Purchaser shall not be legally responsible to Contributor Seller for the collection of any rents or other charges payable with respect to the Lease Leases or any portion thereof, which are delinquent or past due as of the Closing Date; but GIPLP . Seller agrees that GIPLP shall send monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort to collect pay to Purchaser, upon receipt, any rents or other payments by tenants under their respective Leases that apply to periods from and charges not collected as of the after Closing Dateand that are received by Seller after Closing. Any reimbursements payable by Tenants any tenant under the terms of any tenant lease affecting the Leases Property as of the Closing Date, which reimbursements pertain to such Tenants’ tenant's pro rata share of increased operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLP’s Purchaser's actual receipt of any such reimbursements, on the basis of the number of days of Contributor Seller and GIPLP’s Purchaser's respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP Purchaser agrees to pay to Contributor Contributor’s Seller Seller's pro rata portion of such reimbursements within thirty (30) days after GIPLP’s Purchaser's receipt thereof. Conversely, if any of the Tenants tenant under any such Lease shall become entitled at any time after Closing to a refund of such Tenant’s tenant reimbursements actually paid by such Tenant tenant prior to Closing, then, Contributor Seller shall, within thirty (30) days following GIPLP’s Purchaser's demand therefor, pay to GIPLP Purchaser any amount equal to Contributor’s Seller's pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor hereby waives its right Purchaser shall receive at Closing a credit for all Security Deposits transferred and assigned to file any administrative Purchaser at Closing in connection with the Leases, together with a detailed inventory of such Security Deposits certified by Seller in the updated Rent Roll to be delivered by Seller at Closing. Personal property taxes, installment payments of special assessment liens, vault charges, sewer charges, utility charges, and normally prorated operating expenses actually paid or legal action against any payable as of the Tenants Closing Date shall be prorated as of the Closing Date and adjusted against the Purchase Price, provided that within ninety (90) days after the Closing, Purchaser and Seller will make a further adjustment for such rents, taxes or charges which may have accrued or been incurred prior to the Closing Date, but not collected or paid at that date. In addition, within ninety (90) days after the close of the fiscal year(s) used in calculating the pass-through to tenants of operating expenses and/or common area maintenance costs under the Leases (where such fiscal year(s) include(s) the Closing Date), Seller and Purchaser shall, upon the request of either, re-prorate on a fair and equitable basis in order to adjust for sums the effect of any credits or payments due Contributor to or from tenants for periods attributable prior to Contributor’s ownership of the Property, except that Contributor Closing Date. All prorations shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but shall not be permitted to commence made based on the number of calendar days in such year or pursue any legal proceedings against any of month, as the Tenants seeking eviction of such Tenant or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after Closingcase may be. The provisions of this Section 5.4(c) shall survive the Closing.

Rents, Income and Other Expenses. Rents and any other amounts payable paid to Seller by Tenants the tenants under the Leases (and any new lease entered into in accordance with the terms of this Agreement), shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLPPurchaser’s review and approval prior to Closing. GIPLP Seller and Purchaser shall receive at Closing a credit for GIPLP’s pro rata share of the prorate all rents, additional rent, Real Estate Taxes, common area maintenance charges, operating expense contributions, tenant reimbursements and escalations, business park association assessments, if any, and all other payments payable for under the month Leases (and any such new lease) actually received as of the Closing Date so that at Closing Seller will receive monthly basic rent payments through the day prior to the Closing Date and so that Seller will receive reimbursement for all other rents and other amounts that apply to periods from and after expenses paid by Seller through the Closing, but which are received by Contributor day prior to Closingthe Closing Date (including, without limitation, Taxes, unless full Taxes are paid by the Tenants) (such expenses shall be reasonably estimated if not ascertainable as of the Closing Date and then shall be re-adjusted as provided below in this Section 3.4 when actual amounts are determined). GIPLP Seller shall provide the Purchaser such prorations, in writing, at least three (3) Business Days prior to the Closing Date. Seller agrees to pay to ContributorPurchaser, upon receipt, any rents or other payments by Tenants the tenants under the Leases that apply to periods after Closing and are received by Seller after Closing. Purchaser agrees to pay to Seller, upon receipt, any rents or other payments by the tenants under the Leases that apply to periods prior to Closing but which are received by GIPLP Purchaser after Closing; provided, however, that any delinquent rents or other payments by Tenants such tenants received by Purchaser after Closing shall be applied first to any current amounts owing then owed to Purchaser by Tenants, then to delinquent rents in the order in which such rents are most recently past due, tenant with the balance, if any, paid over to Contributor Seller to the extent of delinquencies existing at on the time date of Closing Closing; provided further, such obligation to which Contributor is entitled; it being understood and agreed that GIPLP allocate any collected rents to Seller shall not be legally responsible expire one hundred eighty (180) days after Closing. Purchaser shall accept from the tenants on behalf of Seller, but shall have no obligation to Contributor for the collection of collect, any rents or other charges payable with respect to the Lease Leases or any portion thereof, thereof which are unpaid as of the Closing Date or are delinquent or past due as of the Closing Date; but GIPLP agrees that GIPLP shall send monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort . Seller waives any right to take any actions to collect delinquent rent from any rents of the tenants of the Improvements on and charges not collected as of after the Closing Date. Any reimbursements payable by Tenants under ; provided, however, that the terms foregoing waiver shall not apply to tenants of the Leases as of Improvements who no longer lease or occupy space in the Closing Date, which reimbursements pertain to such Tenants’ pro rata share of operating expenses or common area maintenance costs incurred with respect Improvements. Subject to the Property at any time prior to the Closinglimitations of this Section, shall be prorated upon GIPLP’s actual receipt collection of any such reimbursementsunpaid, on delinquent or past due amounts, Purchaser shall promptly remit the basis same to Seller. Purchaser will keep Seller reasonably apprised of the number progress of days any such collection efforts by Purchaser on behalf of Contributor and GIPLP’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP agrees to pay to Contributor Contributor’s pro rata portion of such reimbursements within thirty (30) days after GIPLP’s receipt thereof. Conversely, if any of the Tenants shall become entitled at any time after Closing to a refund of such Tenant’s reimbursements actually paid by such Tenant prior to Closing, then, Contributor shall, within thirty (30) days following GIPLP’s demand therefor, pay to GIPLP any amount equal to Contributor’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor hereby waives its right to file any administrative or legal action against any of the Tenants under the Leases for sums due Contributor for periods attributable to Contributor’s ownership of the Property, except that Contributor shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but shall not be permitted to commence or pursue any legal proceedings against any of the Tenants seeking eviction of such Tenant or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after ClosingSeller. The provisions of this Section 5.4(c3.4(c) shall survive the Closing.

Rents, Income and Other Expenses. Rents and any other amounts payable paid to Seller by Tenants the tenants under the Leases (and any new lease entered into in accordance with the terms of this Agreement), shall be prorated as of the day preceding the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLPPurchaser’s review and approval prior to Closing. GIPLP Seller and Purchaser shall receive at Closing a credit for GIPLP’s pro rata share of the prorate all rents, additional rent, Real Estate Taxes, common area maintenance charges, operating expense contributions, tenant reimbursements and escalations, business park association assessments, if any, and all other payments payable for under the month Leases (and any such new lease) received as of the Closing Date so that at Closing Seller will receive monthly basic rent payments through the day prior to the Closing Date and so that Seller will receive reimbursement for all other rents and other amounts that apply to periods from and after expenses paid by Seller through the Closing, but which are received by Contributor day prior to Closingthe Closing Date (including, without limitation, Taxes, unless full Taxes are paid by the Tenants) (such expenses shall be reasonably estimated if not ascertainable as of the Closing Date and then shall be re-adjusted as provided in (e) below when actual amounts are determined). GIPLP Seller agrees to pay to ContributorPurchaser, upon receipt, any rents or other payments by Tenants the tenants under the Leases that apply to periods after Closing and are received by Seller after Closing. Purchaser agrees to pay to Seller, upon receipt, any rents or other payments by the tenants under the Leases that apply to periods prior to Closing but which are received by GIPLP Purchaser after Closing; provided, however, that any delinquent rents or other payments by Tenants such tenants received by Purchaser after Closing shall be applied first to any current amounts owing then owed to Purchaser by Tenants, then to delinquent rents in the order in which such rents are most recently past due, tenant with the balance, if any, paid over to Contributor Seller to the extent of delinquencies existing on the date of Closing. Purchaser agrees to use commercially reasonable efforts, short of litigation or termination of the Leases, and at Seller’s cost and expense, to collect from the time tenants on behalf of Closing to which Contributor is entitled; it being understood and agreed that GIPLP shall not be legally responsible to Contributor for the collection of Seller any rents or other charges payable with respect to the Lease Leases or any portion thereof, thereof which are delinquent or past due as of the Closing Date; but GIPLP agrees that GIPLP shall send monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants under the terms of the Leases as of the Closing Date, which reimbursements pertain to such Tenants’ pro rata share of operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLP’s actual receipt Upon collection of any such reimbursementsdelinquent or past due amounts, on Purchaser shall promptly remit the basis same to Seller. Purchaser will keep Seller reasonably apprised of the number progress of days any such collection efforts by Purchaser on behalf of Contributor and GIPLP’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP agrees to pay to Contributor Contributor’s pro rata portion of such reimbursements within thirty (30) days after GIPLP’s receipt thereof. Conversely, if any of the Tenants shall become entitled at any time after Closing to a refund of such Tenant’s reimbursements actually paid by such Tenant prior to Closing, then, Contributor shall, within thirty (30) days following GIPLP’s demand therefor, pay to GIPLP any amount equal to Contributor’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor hereby waives its right to file any administrative or legal action against any of the Tenants under the Leases for sums due Contributor for periods attributable to Contributor’s ownership of the Property, except that Contributor shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but shall not be permitted to commence or pursue any legal proceedings against any of the Tenants seeking eviction of such Tenant or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after ClosingSeller. The provisions of this Section 5.4(c3.4(c) shall survive the Closing.

Rents, Income and Other Expenses. Rents and any other amounts payable (including Taxes) paid by Tenants under of the Leases Property shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLP’s Purchaser's review and approval prior to Closing. GIPLP Purchaser shall receive at Closing a credit for GIPLP’s Purchaser's pro rata share of the rents, additional rent, Real Estate Taxes, common area maintenance chargescharges (subject to Section 5.4(f)), tenant reimbursements (subject to Sections 5.4(e) and 5.4(g), and escalations, and all other payments payable paid for the month of Closing with respect to the Property and for all other rents and other amounts with respect to the Property that apply to periods from and after the Closing, but which are received by Contributor Seller prior to Closing. GIPLP agrees With respect to pay to Contributor, upon receipt, any the rents or other payments by Tenants due landlord under the Leases that apply as of the Closing Date but not collected as of the Closing Date, Purchaser agrees for a period of ninety (90) days after the Closing Date to periods prior send invoices and requests for payment on Seller's behalf and to tender the same to Seller upon receipt (which obligation of Purchaser shall survive the Closing but are received by GIPLP after Closingand not be merged therein); provided, however, that any delinquent all rents due landlord under the Leases collected by Purchaser on or other payments by Tenants after the Closing Date shall first be applied first to any all amounts due under the Leases at the time of collection (i.e., current amounts owing by Tenants, then to delinquent rents in due Purchaser as the order in which such rents are most recently past due, current owner and landlord) with the balance, balance (if any) payable to Seller, paid over to Contributor but only to the extent of delinquencies existing at the time amounts delinquent and actually due Seller. Purchaser shall have no obligation to pursue collection efforts on behalf of Closing to which Contributor is entitled; it being understood and agreed that GIPLP shall not be legally responsible to Contributor for the collection of any rents Seller or other charges payable with respect to the Lease or any portion thereof, which are delinquent or past due as of the Closing Date; but GIPLP agrees that GIPLP shall send monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort institute legal proceedings to collect any rents and charges not collected due landlord under the Leases as of the Closing Date. Any reimbursements payable by Tenants a Tenant under the terms of the Leases its Lease as of the Closing Date, which reimbursements pertain to such Tenants’ Tenant's pro rata share of increased operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLP’s Purchaser's actual receipt of any such reimbursements, on the basis of the number of days of Contributor Seller's and GIPLP’s Purchaser's respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP Purchaser agrees to pay to Contributor Contributor’s Seller Seller's pro rata portion of such reimbursements within thirty (30) days after GIPLP’s Purchaser's receipt thereof. Conversely, subject to Section 5.4(g), if any of the Tenants a Tenant under its Lease shall become entitled at any time after Closing to a refund of such Tenant’s tenant reimbursements actually paid by such Tenant prior to Closing, then, Contributor Seller shall, within thirty (30) days following GIPLP’s Purchaser's demand therefor, pay to GIPLP any Purchaser an amount equal to Contributor’s Seller's pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor hereby waives its right to file any administrative or legal action against any of the Tenants under the Leases for sums due Contributor for periods attributable to Contributor’s ownership of the Property, except that Contributor shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but shall not be permitted to commence or pursue any legal proceedings against any of the Tenants seeking eviction of such Tenant or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after Closing. The provisions of this Section 5.4(c) shall survive the Closing for a period of three hundred sixty-five (365) days following Closing.

Rents, Income and Other Expenses. Rents and any other amounts payable paid to Seller by Tenants the tenants under the Leases (and any new lease entered into in accordance with the terms of this Agreement) shall be prorated as of the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Seller and delivered to GIPLP Purchaser for GIPLPPurchaser’s review and approval five (5) business days prior to Closing. GIPLP Seller and Purchaser shall receive at Closing a credit for GIPLP’s pro rata share of the prorate all rents, additional rent, Real Estate Taxes, common area maintenance charges, operating expense contributions, tenant reimbursements and escalations, and all other payments payable for under the month Leases received as of the Closing Date so that at Closing Seller will receive monthly basic rent payments through the day prior to the Closing Date and so that Seller will receive reimbursement for all other rents and other amounts that apply to periods from and after expenses paid by Seller through the Closing, but which are received by Contributor day prior to Closingthe Closing Date for which Seller is entitled to reimbursement under the Leases (including, without limitation, Taxes) (such expenses shall be reasonably estimated if not ascertainable as the Closing Date and then shall be re-adjusted as provided in (f) below when actual amounts are determined), and so that the excess, if any, is credited to Purchaser. GIPLP Purchaser agrees to pay to ContributorSeller, upon receipt, any rents or other payments payments, less reasonable collection costs incurred by Tenants Purchaser, by the tenants under the Leases with respect to the Property that apply to periods prior to Closing but which are received by GIPLP Purchaser after Closing; provided, however, that any delinquent rents or other payments by Tenants such tenants received by Purchaser after Closing shall be applied first to any current amounts owing then owed to Purchaser by Tenants, then to delinquent rents in the order in which such rents are most recently past duetenants, with the balance, if any, paid over to Contributor Seller to the extent of delinquencies existing at on the time date of Closing to which Contributor Seller is entitled; it being . It is understood and agreed that GIPLP Purchaser shall not be legally responsible to Contributor Seller for the collection of any rents or other charges payable with respect to the Lease Leases of Seller or any portion thereof, thereof which are delinquent or past due as of the Closing Date; but GIPLP agrees that GIPLP shall send monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants under the terms of the Leases as of the Closing Date, which reimbursements pertain to such Tenants’ pro rata share of operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLP’s actual receipt of any such reimbursements, on the basis of the number of days of Contributor and GIPLP’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP agrees to pay to Contributor Contributor’s pro rata portion of such reimbursements within thirty (30) days after GIPLP’s receipt thereof. Conversely, if any of the Tenants shall become entitled at any time after Closing to a refund of such Tenant’s reimbursements actually paid by such Tenant prior to Closing, then, Contributor shall, within thirty (30) days following GIPLP’s demand therefor, pay to GIPLP any amount equal to Contributor’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor Seller hereby waives retains its right to file any administrative or legal action against any of make a demand on the Tenants tenants under the Leases for sums due Contributor Seller for periods attributable to ContributorSeller’s ownership of the Property, except that Contributor but in no event shall be entitled to continue to pursue any legal proceedings commenced Seller enter the Property without Purchaser’s prior to Closing; but shall not written consent or be permitted to commence or pursue any legal proceedings against any of the Tenants seeking seek eviction of such Tenant tenants or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after Closingtheir Leases. The provisions of this Section 5.4(c) shall survive the Closing.

Rents, Income and Other Expenses. Rents and any other amounts payable paid to Sellers by Tenants under the Leases Occupancy Tenant shall be prorated as of 11:59 P.M. on the day preceding the Closing Date and be adjusted against the Contribution Consideration Purchase Price on the basis of a schedule which shall be prepared by Contributor Sellers and delivered to GIPLP Buyer for GIPLPBuyer’s review and approval prior to Closing. GIPLP Sellers and Buyer shall receive at Closing a credit for GIPLP’s pro rata share of the prorate all rents, additional rent, Real Estate Taxes, common area maintenance charges, operating expense contributions, tenant reimbursements and escalations, and all other payments payable for under the month Occupancy Lease received as of the Closing Date so that, at Closing, Sellers will receive monthly basic rent payments through the day prior to the Closing Date and Sellers will receive reimbursement for all other rents and other amounts that apply to periods from and after expenses paid by Sellers through the Closing, but which are received by Contributor day prior to Closingthe Closing Date (including, without limitation, Taxes, unless full taxes are paid by the Occupancy Tenant directly to the applicable taxing authority) (such expenses shall be reasonably estimated if not ascertainable as the Closing Date and then shall be re-adjusted as provided in (e) below when actual amounts are determined) to the extent received or paid, as applicable, as of the Closing Date. GIPLP Buyer agrees to pay to ContributorSellers, upon receipt, any rents or other payments made by Tenants under the Leases Occupancy Tenant that apply to periods prior to Closing but which are received by GIPLP Buyer after Closing and Sellers agree to pay to Buyer, upon receipt, any rents or other payments made by the Occupancy Tenant that apply to periods on and after the Closing but which are received by Sellers after Closing; provided, however, that that, in all cases, any delinquent rents or other payments made by Tenants the Occupancy Tenant received by Buyer or Sellers after Closing shall be applied first to any current amounts owing then due and owed to Buyer by Tenants, then to delinquent rents in the order in which such rents are most recently past due, Occupancy Tenant with the balance, if any, paid over to Contributor Sellers to the extent of delinquencies existing at on the time date of Closing Closing. Buyer agrees to which Contributor is entitled; it being understood and agreed that GIPLP shall not be legally responsible use commercially reasonable efforts, short of threatening or actually filing litigation or termination of the Occupancy Lease, to Contributor for collect from the collection Occupancy Tenant on behalf of Sellers any rents or other charges payable with respect to the Occupancy Lease or any portion thereof, which that are delinquent or past due as of the Closing Date; but GIPLP agrees that GIPLP shall send monthly notices prepared by Contributor for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by Tenants under the terms of the Leases as of the Closing Date, which reimbursements pertain to such Tenants’ pro rata share of operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon GIPLP’s actual receipt Upon collection of any such reimbursementsdelinquent or past due amounts, on Buyer shall promptly remit the basis same to Sellers. Buyer will keep Sellers reasonably apprised of the number progress of days any such collection efforts by Buyer on behalf of Contributor and GIPLP’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and GIPLP agrees to pay to Contributor Contributor’s pro rata portion of such reimbursements within thirty (30) days after GIPLP’s receipt thereof. Conversely, if any of the Tenants shall become entitled at any time after Closing to a refund of such Tenant’s reimbursements actually paid by such Tenant prior to Closing, then, Contributor shall, within thirty (30) days following GIPLP’s demand therefor, pay to GIPLP any amount equal to Contributor’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Contributor hereby waives its right to file any administrative or legal action against any of the Tenants under the Leases for sums due Contributor for periods attributable to Contributor’s ownership of the Property, except that Contributor shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; but shall not be permitted to commence or pursue any legal proceedings against any of the Tenants seeking eviction of such Tenant or the termination of the Lease unless consented to by GIPLP in writing. Contributor shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Leases received by Contributor prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Leases received by GIPLP after ClosingSellers. The provisions of this Section 5.4(c10(c) shall survive the Closing.