Common use of Rents Clause in Contracts

Rents. Rents (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations and all additional charges payable by tenants under the Leases, (collectively, “Rents”) collected by Seller prior to Closing shall be prorated as of the Closing Date. During the period after Closing, Purchaser shall deliver to Seller Rents accrued but uncollected as of the Closing Date for the three (3) months prior to Closing, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due for the month of the Closing, then to Rents due for periods from and after the Closing Date, and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to Seller.

Rents. Rents (and any other amounts payable by the tenants under the Leases shall be prorated at Closing. At Closing, Purchaser shall expressly assume all obligations with respect to such rents and other amounts, including, without limitation, estimated pass-through paymentswith regard to any obligations or payments that may be due in connection with rental, payments for expense and common area maintenance reconciliations that may be due to tenants or other occupants, whether such obligations arose prior to or following the Closing Date. Following the Closing, Purchaser agrees to provide Seller with access to Purchaser’s books, records and all additional charges payable accounts relating to the operation of the Property during normal business hours and further agrees to e-mail to Seller aging summaries and financial statements as may reasonably be requested by tenants Seller in order for Seller to file required federal, state and local forms and to respond to audit requests. Notwithstanding the foregoing: (i) rents shall be prorated based upon rents actually received as of the day before Closing (provided that any rents received by Seller prior to the Closing Date may be applied by Seller against past due rents or if there are no past due rents, to rents due in the month of Closing); and (ii) if Seller or Purchaser receives rents which are attributable to a period when the Property was owned by the other party, then it shall promptly forward such rents to the other party. Rents received by Purchaser following Closing shall first be applied to the payment of current rental obligations, with any excess being paid to Seller for past-due rents accruing prior to Closing. The parties agree that Purchaser shall be responsible for the annual reconciliations of common area maintenance, percentage rents, and other amounts under the Leases, (collectively, “Rents”) collected by Seller prior to Closing shall be prorated as of the Closing Date. During the period after Closing, Purchaser shall deliver with responsibility for returning any overages to Seller Rents accrued but uncollected as and with the right of the Closing Date reimbursement from Seller for the three (3) months prior to Closing, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due for the month of the Closing, then to Rents due for periods from and after the Closing Date, and thereafter up to three (3) months of delinquent Rents owed to Sellerany shortfalls. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in In accordance with their respective period of ownership as set forth in Section 4.2.5 7.3(i) below. Seller , the parties shall have re-prorate any common area maintenance charges, percentage rent and other amounts under the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants Leases once actual information for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease)becomes available. The amount provisions of any unapplied security deposits under this paragraph shall survive the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to SellerClosing.

Rents. Rents (includingAll rents, without limitationpercentage rents, estimated pass-through payments, payments for common area maintenance reconciliations charges, operating expenses, real estate taxes, parking charges and all additional other costs or charges payable paid by tenants under the Leases, Leases and licensees under the Licenses (collectively, “Rents”) collected by Seller prior to Closing shall be prorated as of the Apportionment Time (as defined below), to the extent actually collected by Seller prior to the Closing Date. During All Rents received from tenants or licensees after Closing by Seller or Purchaser will first be applied to such charges as are then due for the month in which Closing occurs and prorated appropriately between the parties based on the Apportionment Time, and then applied to any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in full. For a period of nine (9) months after the Closing Date, Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts to collect from the tenants and licensees all Rents that are delinquent for the period after prior to Closing, . Purchaser shall deliver remit to Seller any Rents accrued but uncollected as received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of the such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing Date which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the three (3) months period prior to Closing, Seller shall have the right to pursue all rights and remedies against the extent subsequently collected by Purchaserapplicable tenants or licensees to recover such delinquencies; provided, however, Purchaser that Seller shall apply Rents received at not be entitled to dispossess such tenants or after Closing first licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy of any tenant or licensee, or take any non-judicial action that is calculated to payment of Rents due for materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used herein, the month of term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the Closing, then date immediately prior to Rents due for periods from and after the Closing Date, and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to Seller.

Rents. Rents (includingAll paid rents, without limitationor unpaid rents not currently due, estimated pass-through payments, payments for common area maintenance reconciliations and all additional charges payable together with any other sums paid by tenants (other than security deposits), under the Leases, (collectively, “Rents”) collected by Seller prior to Closing shall be prorated as in cash. In the event that, at the time of Closing, there are any past due or delinquent rents owing by any tenants of the Closing Date. During Property, Highwoods shall have the period after Closing, Purchaser exclusive right to collect such past due or delinquent rents and shall deliver remit to Seller Rents accrued but uncollected as of the Closing Date for the three (3) months prior to Closing, Owner in cash to the extent subsequently collected extent, and only to the extent, that the aggregate rents received by Purchaser; provided, however, Purchaser shall apply Rents received at Highwoods from each such tenant owing past due or after Closing first to payment delinquent rents exceed the sum of Rents due for (A) the month of the Closing, then to Rents due aggregate rents and other sums payable by such tenant for periods from and after the Closing DateDate to the date of receipt, and thereafter up (B) any reasonable and necessary amounts expended by Highwoods to three (3) months of collect such past due or delinquent Rents owed to Sellerrents. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller Highwoods shall have the right, after Closing, no obligation to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination collect or enforce collection of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through such past due or delinquent rents payable by tenants for the year of Closing and for from or against any delinquent Rents for the three (3) months prior to Closing (tenant; provided, however, that Purchaser if Highwoods has not collected and remitted past due or delinquent rents within one hundred twenty (120) days after Closing, or initiated litigation within such 120 day period which is diligently pursued to completion, Owner shall have no obligation be entitled to institute legal proceedingspursue the same, including an action and to retain all amounts which it is able to collect in connection therewith. In the event that, after Closing, Owner receives any payments of rent or other sums due from tenants under Leases that relate to periods from and after Closing, Owner shall promptly forward to Highwoods' its portion of such payments. It is agreed by Highwoods that the sums to be paid by tenants referred to in this Section 12.03 shall include all property operation costs "pass throughs" for unlawful detainerthe year 1996 not paid on a monthly basis but rather at the end of a calendar year after being invoiced therefor. These sums shall be paid to Owner in cash when paid by tenants. Highwoods shall use reasonable effort to invoice tenants for "pass throughs" as promptly as is practicable after Closing. If Highwoods has not collected and remitted such "pass throughs" within one hundred twenty (120) days after the Closing, against a tenant owing delinquent Rents or initiated litigation within such one hundred twenty (120) day period which is diligently pursued to terminate any Lease)completion, Owner shall be entitled to pursue the same and to retain all amounts which it is able to collect in connection therewith. The amount of any unapplied security deposits Additionally, all paid rents, or unpaid rents due under the Ground Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are prorated in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to Sellercash.

Rents. (a) All Rents (as hereinafter defined) paid or payable by tenants under the Space Leases in connection with their occupancy of the Property shall be adjusted and prorated on an “if, as and when collected” basis; provided, however, with respect to (1) any Rents that are billed to tenants in arrears and are not due and payable prior to the Adjustment Point (“Rents Collected In Arrears”), Buyer shall provide a credit to Seller at Closing in the amount of such Rents Collected In Arrears for up to two (2) months; and (2) any “Reimbursable Tenant Expenses” (as defined below), such Reimbursable Tenant Expenses shall be prorated at the Closing based on Seller’s reasonable estimate at the Closing of the Reimbursable Tenant Expenses actually paid or incurred by Seller (“Seller’s Actual Reimbursable Tenant Expenses”) and the tenant reimbursements for such Reimbursable Tenant Expenses actually paid to Seller by tenants (“Seller’s Actual Tenant Reimbursements”). Seller shall be entitled to all Rents under Space Leases attributable to the period prior to the Adjustment Point and Buyer shall be entitled to all Rents under Space Leases attributable to the period from and after the Adjustment Point. All prepaid Rents for periods of occupancy after Closing shall be credited to Buyer at Closing. Any Rents collected by Buyer or Seller after the Closing from any tenant who owes Rents for periods prior to the Closing shall be applied (i) first, in payment of Rents owed by such tenant for the month in which the Closing occurs, (ii) second, in payment of current Rents at the time of receipt, (iii) third, to delinquent Rents, if any, which became due after the Closing and (iv) fourth, then to delinquent Rents, if any, which became due and payable prior to the Closing or otherwise attributable to the period prior to the Closing. “Rents” for purposes of this Agreement shall mean (whether paid in advance of the date when such payment is due or otherwise) all fixed rents and other charges or amounts payable by tenants under the Space Leases or in connection with their use or occupancy of the Property or any service or amenity relating thereto, including water, electricity, gas, sewage or other utilities charges or other pass-through fees and charges (the “Reimbursable Tenant Expenses”). With respect to Reimbursable Tenant Expenses, Seller shall deliver to Buyer a reconciliation statement (“Seller’s Reconciliation Statement”) within sixty (60) days after the Closing setting forth (i) Seller’s Actual Reimbursable Tenant Expenses, (ii) Seller’s Actual Tenant Reimbursements, and (iii) a calculation of the difference, if any, between the two (i.e., establishing that Seller’s Actual Reimbursable Tenant Expenses were either more or less than or equal to Seller’s Actual Tenant Reimbursements). Any amount due Seller pursuant to the foregoing calculation (in the event Seller’s Actual Tenant Reimbursements are less than Seller’s Actual Reimbursable Tenant Expenses) or Buyer (in the event Seller’s Actual Tenant Reimbursements are more than Seller’s Actual Reimbursable Tenant Expenses), as the case may be, shall be paid by Buyer to Seller or by Seller to Buyer, as the case may be, within thirty (30) days after delivery of Seller’s Reconciliation Statement to Buyer. If Buyer is paid any such amount by Seller (or credited any amount at Closing for Reimbursable Tenant Expenses), Buyer thereafter shall be obligated to promptly remit the applicable portion to the particular tenants entitled thereto. Buyer shall indemnify, defend, and hold Seller and the other Seller-Related Entities harmless from and against any losses, costs, claims, damages, and liabilities, including, without limitation, estimated pass-through paymentsreasonable attorneys’ fees and expenses incurred in connection therewith, payments for common area maintenance reconciliations and all additional charges payable by tenants under the Leases, (collectively, “Rents”) collected by Seller prior arising out of or resulting from Buyer’s failure to Closing shall be prorated as of the Closing Date. During the period after Closing, Purchaser shall deliver to Seller Rents accrued but uncollected as of the Closing Date for the three (3) months prior to Closing, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due for the month of the Closing, then to Rents due for periods from and after the Closing Date, and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments remit any amounts actually received from Seller to tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to Sellerprovisions hereof.

Rents. Rents (including both minimum rent and Additional Rent, as herein defined) payable by tenants under the Leases (other than delinquent rents), shall be prorated as and when collected (whether such collection occurs prior to, on, or after the Closing Date). Buyer shall receive a credit for the amounts actually received by Seller (i.e., landlord) before the Closing Date and which pertain to any period after the Closing Date. Buyer shall not receive a credit at the Closing for any rents for the month in which the Closing occurs which are in arrears and have not then been received. As to any tenants who are delinquent in the payment of rent on the Closing Date, Seller shall be permitted to use reasonable efforts (but shall not be permitted to commence legal action or terminate or evict a tenant) to collect or cause to be collected such delinquent rents following the Closing Date. Any and all rents so collected by either party following the Closing (less a deduction for all reasonable collection costs and expenses incurred by the collecting party) shall be successively applied (after deduction for reasonable collection costs) to the payment of (x) rent due and payable for the month in which the Closing occurs, (y) rent due and payable for the months succeeding the month in which the Closing occurs (through and including the month in which payment is made) and (z) rent due and payable for the months preceding the month in which the Closing occurs. If all or part of any rents or other charges received by Buyer following the Closing are allocable to Seller pursuant to the foregoing sentence, then such sums shall be promptly paid to Seller; if all or part of any rents or other charges received by Seller following the Closing are allocable to Buyer pursuant to the foregoing sentence, then such sums shall be promptly paid to Buyer. Seller reserves the right to pursue any damages remedy Seller may have against any tenant with respect to such delinquent rents, but shall have no right to exercise any other remedy under the Lease (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations and all additional charges payable by tenants under the Leases, (collectively, “Rents”) collected by Seller prior to Closing shall be prorated as of the Closing Date. During the period after Closing, Purchaser shall deliver to Seller Rents accrued but uncollected as of the Closing Date for the three (3) months prior to Closing, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at termination or after Closing first to payment of Rents due for the month of the Closing, then to Rents due for periods from and after the Closing Date, and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Leaseeviction). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to Seller.

Rents. Rents (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations and all additional charges payable by tenants under the Leases, (collectively, “Rents”) collected by Seller prior to Closing shall be prorated as of midnight of the day immediately preceding the Closing Date. During Without otherwise limiting the foregoing, Seller shall be entitled to all rents (including any percentage rent and any accrued tax and operating expense escalations, subject to the provisions of SECTION 5.6), charges, and other revenue of any kind attributable to any period under the Leases to but not including the Closing Date. Buyer shall be entitled to all rents (including any percentage rent and any accrued tax and operating expense escalations, subject to the provisions of SECTION 5.6), charges and other revenue of any kind attributable to any period under the Leases on and after Closing, Purchaser shall deliver to Seller the Closing Date. Rents accrued but uncollected and expense escalations or other reimbursements due landlord under the Leases not collected as of the Closing Date for shall not be prorated at the three (3) months prior to time of Closing, but Buyer shall make a good faith effort to collect the same on Seller's behalf (which obligation of Buyer shall survive the Closing), and to tender the same to Seller upon receipt, provided that all rents, escalations and other reimbursements due landlord under the Leases collected by Buyer on or after the Closing Date shall first be applied to all amounts due under the Leases at the time of collection (i.e., current rents and sums due Buyer as the current owner and landlord) with the balance (if any) payable to Seller, but only to the extent subsequently collected by Purchaserof amounts delinquent and actually due Seller. Buyer shall not have an exclusive right to collect the sums due Seller under the Leases and Seller hereby retains its rights to pursue any tenant under the Leases for sums due Seller for periods attributable to Seller's ownership of the Property; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due for the month of the Closing, then to Rents due for periods from and after the Closing Date, and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. that Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease not without the Buyer's prior written consent of Purchaser in each instanceconsent, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents reason or for the three (3) months prior no reason, cause any Lease to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against be terminated as a tenant owing delinquent Rents or to terminate any Lease). The amount result of any unapplied default by any tenant under its Lease. Buyer shall receive a credit against the Purchase Price for all security deposits under the Leases and pre-paid rentals held by Seller in cash at covering the time of Closing shall be credited against period post-Closing. To the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash securityextent assignable, Seller shall assign Seller’s interest, if any, in and to Buyer any such deposit security deposits held by Seller at Closing at no cost to SellerClosing.

Rents. Rents (including, without limitation, estimated pass-through payments, All collected rents and other payments for common area maintenance reconciliations and all additional charges payable by from tenants under the Leases, (collectively, “Rents”) collected by Seller prior to Closing leases shall be prorated between Seller and Buyer as of the day prior to the Closing Date. During Seller shall be entitled to all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges, and other revenue of any kind attributable to any period under the Leases prior to but not including the Closing Date. Buyer shall be entitled to all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges and other revenue of any kind attributable to any period under the Leases on and after Closing, Purchaser shall deliver to Seller the Closing Date. Rents accrued but uncollected and expense escalations or other reimbursements due landlord under the Leases not collected as of the Closing Date for shall not be prorated at the three (3) months prior to time of Closing, but Buyer shall make a good faith effort to collect the extent subsequently collected by Purchasersame on Seller's behalf and to tender the same to Seller upon receipt (which obligation of Buyer shall survive the Closing and not be merged therein); provided, however, Purchaser shall apply Rents received at that all rents, escalations and other reimbursements due landlord under the Leases collected by Buyer on or after Closing first to payment of Rents due for the month of the Closing, then to Rents due for periods from and after the Closing DateDate shall first be applied to all amounts due under the Leases at the time of collection for post- Closing periods (i.e., current rents and thereafter up to three sums due Buyer as the current owner and landlord) with the balance (3if any) months of delinquent Rents owed payable to Seller, but only to the extent of amounts delinquent and actually due Seller. Notwithstanding Buyer shall not have an exclusive right to collect the foregoing, “true up” payments received from tenants sums due Seller under the Leases and Seller hereby retains its rights to pursue any tenant under the Leases for sums due Seller for periods attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s 's ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (Property ; provided, however, that Purchaser Seller shall have no obligation not be permitted to institute commence or pursue any legal proceedings, including an action for unlawful detainer, proceedings against a any tenant owing delinquent Rents seeking eviction of such tenant or to terminate any Lease)the termination of the underlying lease. The amount of any unapplied security deposits Seller's rights under the Leases immediately preceding sentence shall survive the Closing and not be merged therein. Buyer shall receive a credit against the Purchase Price for pre-paid rentals held by Seller in cash at covering the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other nonperiod post-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to SellerClosing.

Rents. Rents (including, without limitation, estimated pass-through payments, All collected rents and other payments for common area maintenance reconciliations and all additional charges payable by from tenants under ----- the Leases, (collectively, “Rents”) collected by Seller prior to Closing Leases shall be prorated between Prudential and REIT OP as of 12:00 a.m. midnight on the Closing Date. During Prudential shall be entitled to all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges, and other revenue of any kind attributable to any period under the Leases to but not including the Closing Date. REIT OP shall be entitled to all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations, subject to the provisions of Section 5.6), charges, ----------- reimbursements, payments, additional rent and other revenue of any kind derived from the Property (collectively, "RENTS") attributable to any period under the ----- Leases on and after Closing, Purchaser shall deliver to Seller the Closing Date. Rents accrued but uncollected due landlord under the Leases and not collected as of the Closing Date for shall not be prorated at the three (3) months prior to time of Closing, but REIT OP shall make a good faith effort to collect the extent subsequently collected by Purchasersame on Prudential's behalf and to tender the same to Prudential upon receipt (which obligation of REIT OP shall survive the Closing and not be merged therein); provided, however, Purchaser shall apply that all Rents received at due landlord under the Leases and collected by -------- ------- REIT OP on or after the Closing Date shall first be applied to payment all amounts due under the Leases at the time of Rents collection (i.e., current rents and sums due REIT OP as the current owner and landlord) with the balance (if any) payable to Prudential, but only to the extent of amounts delinquent and actually due Prudential. REIT OP shall not have an exclusive right to collect the sums due Prudential under the Leases and Prudential hereby retains its rights to pursue any tenant under the Leases for the month sums due Prudential for periods attributable to Prudential's ownership of the Closing, then Property; provided that by the retention of such rights Prudential shall not retain any right to Rents due for periods from and terminate any Leases after the Closing Date. Prudential's rights under the immediately preceding sentence shall survive the Closing and not be merged therein. REIT OP agrees to cooperate as Prudential may reasonably require (at Prudential's expense) to enable Prudential to pursue after Closing the collection of such amounts due Prudential from tenants, including making available to Prudential documents and thereafter up records relating to three (3) months of delinquent Rents owed to Sellersuch tenants' obligations. Notwithstanding REIT OP shall receive a credit against the foregoing, “true up” payments received from tenants attributable to a yearContribution Price for pre-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to paid rentals held by Prudential under Leases covering the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all passpost-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to SellerClosing.

Rents. Rents (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations and all additional charges payable by tenants under the Leases, (collectively, “Rents”) collected by Seller prior to Closing shall be prorated as of the Closing Date. During the period after Closing, Purchaser Close of Escrow and Buyers’ share of such rents shall deliver be credited to Seller Rents accrued but uncollected Buyers if such rents have been collected by Sellers as of the Closing Date for the three (3) months business day prior to Closingthe Close of Escrow. Following the Close of Escrow, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due for the month of the Closing, then to Rents due for periods from and after the Closing Date, and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it Buyers shall use commercially reasonable efforts to collect all pass-through any rents payable that were delinquent as of the Closing (and Sellers shall not pursue the collection of such amounts); provided that Buyers shall not be required to evict any tenants or commence litigation or other enforcement proceedings. Any rents collected by tenants Buyers from a tenant after the Close of Escrow will apply first to rents which accrue from that tenant after the Close of Escrow and then to the rents which have accrued for the year of Closing and for any delinquent Rents for the three (3) months that tenant prior to Closing the Close of Escrow. If Buyers receive rents after the Close of Escrow which relate to the period prior to the Close of Escrow to which a Seller is entitled under this Section 3.13.1, Buyers shall promptly remit to Sellers all of such amounts, net of Buyers’ actual, documented and reasonable costs and expenses incurred in collection. Sellers shall promptly remit to Buyers all rents received by Sellers after the Close of Escrow to which Buyers are entitled under this Section 3.13.1. Rents shall be prorated based on the day of the month in which the Close of Escrow occurs and the actual number of days in that month. All refundable tenant security deposits collected or held and not applied by a Seller (“Security Deposits”) shall be credited to Buyers at Closing; provided, however, that Purchaser following the Effective Date, Sellers shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate not apply any Lease). The amount of any unapplied security deposits under to defaults of tenants without the Leases held by Seller in cash at prior written consent of Buyers, which consent shall not be unreasonably withheld. As of the time of Closing Closing, Buyers shall be assume Sellers’ obligations related to the Security Deposits, but only to the extent they are credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to SellerBuyers.

Rents. Rents (including, without limitation, estimated passAll non-through payments, payments for common area maintenance reconciliations and all additional charges payable by tenants under the Leases, (collectively, “Rents”) collected by Seller prior to Closing delinquent rents shall be prorated as on an accrual basis; however, Purchaser shall receive no credit for any outstanding rental concessions or future rent credits. Purchaser shall receive credit for rents on the day of Closing. In the event Seller receives any payments of rent from tenants subsequent to Closing Date. During the that are applicable to any period after Closing, such payments shall be endorsed by Seller in favor of Purchaser shall deliver and promptly delivered to Seller Rents accrued but uncollected as Purchaser. In the event Purchaser receives any payments of the any delinquent rent from tenants subsequent to Closing Date for the three (3) months that are applicable to periods prior to Closing, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due for the month of the Closing, then such payments shall, as applicable, either be endorsed by Purchaser in favor of Seller and promptly delivered to Rents due for periods from and after the Closing Date, and thereafter up Seller or promptly paid to three (3) months of delinquent Rents owed to Purchaser by Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect delinquent rent from tenants owed to Seller prior to Closing, but Purchaser shall not be obligated to commence eviction efforts in an effort to collect rents. Purchaser shall be entitled to apply all pass-through rents payable payments by tenants for first to the year payment of current rent and other charges and second to the payment of pre-Closing and for any delinquent Rents for rent when the three current month’s rent is past due; but rent payments received more than ten (310) days prior to their due date during the two (2) months prior next following the month of the Closing Date shall be presumed to be a “catch-up” payment of pre-Closing delinquent rent (provided, however, that Purchaser unless any such payment is accompanied by a notation from the tenant indicating to the contrary) and shall have no obligation be remitted to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease)Seller. The amount refundable portion of any unapplied security all tenant deposits under and accrued interest as to those leases that provide that the Leases held by Seller in cash at the time of Closing landlord shall pay interest on such deposits shall be credited against the Purchase Price; accordingly, by Seller to Purchaser at Closing. Purchaser shall retain the actual cash deposits. If receive no credit for any deposits are in the form of a letter of credit or other non-cash securityrefundable fees or deposits unless the date, Seller shall assign Seller’s interest, if any, in and to any such deposit at circumstance or event which makes same non-refundable has not occurred as of the Closing at no cost to SellerDate.

Rents. Rents (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations and all additional charges payable by tenants All rents under the Leases, (collectively, “Rents”) collected Leases for the month in which Closing occurs that are actually received by Seller prior to Closing shall be prorated as of the Closing Date. During the period after ClosingAll advance payments of rents, Purchaser shall deliver to Seller Rents accrued but uncollected as of the Closing Date for the three (3) months prior to Closing, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due other than for the month of the Closing, then to Rents due for periods from and after the in which Closing Dateoccurs, and thereafter up all Deposits that are required to three (3) months of delinquent Rents be held by Seller, shall be a credit to Buyer at Closing. All rents or other amounts owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Project shall remain the property of Seller takes no and Buyer shall use reasonable efforts (not to include commencing any eviction action that could result or other litigation to collect such delinquency) to collect such rents and other amounts for the benefit of Seller after Closing and shall cooperate with Seller in termination the collection of any Lease without the prior written consent of Purchaser in each instance, which may such amounts owed to Seller. Seller will cause to be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts paid or turned over to collect Buyer all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interestrents, if any, in received by Seller after Closing and attributable to any period following Closing. All rent received by Buyer after the Closing Date shall be applied first to current rentals and then to delinquent rentals in the inverse order of maturity. Buyer shall cause to be paid or turned over to Seller all rents received by Buyer after Closing and attributable to any period prior to Closing, subject to the provisions of the immediately preceding sentence. Following Closing, Seller shall have no right to commence or pursue any actions or remedies against any tenants at the Project. Buyer acknowledges and agrees that Seller has an existing action against Lease Finance Group, LLC and Northern Leasing Systems, Inc. and that Seller shall be entitled to continue to pursue such deposit at Closing at no cost action and shall be entitled to any and all recoveries from Lease Finance Group, LLC and Northern Leasing Systems, Inc. Buyer shall have the right from time to time for a period of one hundred eighty (180) days following Closing, on reasonable prior notice to Seller, to review Seller’s rental records with respect to the Project to ascertain the accuracy of such accountings.

Rents. Rents (includingRents, including without limitation, estimated pass-through payments, limitation all payments for common area maintenance reconciliations received by Seller from any Tenants under any Leases applicable to the Operating Residence and all additional charges payable by tenants payments of all Residents under the Leases, (collectively, “Rents”) collected by Seller any Resident Agreements received prior to the Residence Closing Date shall be prorated as of the applicable Residence Closing DateDate and the portion thereof allocable to periods beginning with such Residence Closing Date shall be credited to Purchaser at such Residence Closing. During Any checks for any such rental payments received after such Residence Closing by Seller and belonging in their entirety to Purchaser shall be promptly endorsed to Purchaser by 12 18 Seller and promptly transmitted to Purchaser, and any checks for any rental payments received after such Residence Closing by Seller and belonging in part to Seller and in part to Purchaser shall be promptly deposited by Seller and the part thereof belonging to Purchaser shall be promptly paid to Purchaser and the balance shall be retained by Seller. In the event that on such Residence Closing Date there shall be any unpaid rental payments due under any Lease, then (i) for a period of ninety (90) days after the Residence Closing, any rental payment received by Purchaser shall deliver with respect to Seller Rents accrued but uncollected as of the such Lease subsequent to such Residence Closing Date for shall be applied first to pay the three (3) months prior to Closingcurrent portion of such rental payment due Seller under such Lease and the remaining portion of such rental payment, to the extent subsequently collected applicable to a period beginning on or after such Residence Closing Date, shall be retained by Purchaser; providedPurchaser in satisfaction of amounts owed to it, howeverand (ii) thereafter, Purchaser may apply such amounts first to amounts owed to it. During such ninety (90) day period, Purchaser shall apply Rents received at or after Closing first use its reasonable efforts in the ordinary course of business to payment of Rents due collect for the month of the Closing, then to Rents due for periods from and after the Closing Date, and thereafter up to three (3) months of delinquent Rents Seller amounts owed to Seller. Notwithstanding the foregoingSeller of which it has knowledge, “true up” payments received from tenants attributable but shall not be required to a year-end reconciliation employ counsel or any collection agency or to initiate litigation, ejectment proceeding or use any extraordinary means of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 belowcollection. Seller shall have the right, after Closing, at all times be entitled to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination pursue collection of any Lease without the prior written consent of Purchaser in each instanceamounts owed to it, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The amount of any unapplied security deposits under the Leases held by cooperate with Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to Sellerconnection therewith.

Rents. Rents shall be prorated between Buyer and Seller as of the Adjustment Time, when, as and if collected. Seller shall be entitled to all Rents under Leases attributable to the period prior to the Adjustment Time and Buyer shall be entitled to all Rents under Leases attributable to the period from and after the Adjustment Time. The amount of any Rents under Leases collected by Seller prior to the Adjustment Time and applicable to the period from and after the Adjustment Time shall be credited to Buyer at the Closing. The first monies collected on account of the Rents after the Adjustment Time shall be successively applied to the payment of (a) first, Rent due and payable in the month in which the Closing occurs, (b) second, Rent due and payable in the months succeeding the month in which the Closing occurs, up to and including the month in which payment is made, and (c) third, Rent due and payable in the months preceding the month in which the Closing occurs, if any. Seller and Buyer shall promptly account to the other party for any Rents received after Closing to which the other party would be entitled under this Section 6.9.2. As used herein, “Delinquent Rents” means Rents which are due and payable prior to or on the day of the Closing or otherwise relate to pre-Closing periods (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations and all additional charges payable by tenants under the Leases, (collectively, “Rents”utility charges) but which have not actually been collected by Seller prior to Closing shall be prorated as of the day of the Closing. Seller’s account shall not be credited at the Closing Datefor any Delinquent Rents but Seller shall retain all right, title and interest to any Delinquent Rents and Buyer shall have no rights to any Delinquent Rents except as expressly provided in this Section 6.9.2. During Commencing as of sixty one (61) days after the period after ClosingClosing Date with respect to any tenants still in residence at the Property, Purchaser shall deliver to Seller Rents accrued but uncollected and commencing as of the Closing Date for with respect to any tenants no longer in residence at the three Property, Seller shall be entitled to institute legal proceedings and otherwise attempt to collect any Delinquent Rents (3) months prior but without seeking to Closing, evict the tenant or otherwise unreasonably interfering with Buyer’s operation of the Property). Notwithstanding anything to the extent subsequently collected by Purchaser; providedcontrary herein, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due for the month of the Closing, then to Rents due for periods from and within ninety (90) days after the Closing Date, and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between all reimbursable utility bills for utility charges incurred by Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. reimbursable to Seller shall have from the right, after Closing, to proceed against tenants under the Leases for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months periods prior to Closing (provided“RUBS”), howeverif received by Buyer, that Purchaser shall be remitted by Buyer to Seller; thereafter, Buyer shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or remit RUBS income to terminate any Lease)Seller. The amount of any unapplied security deposits under Any leasing commissions with respect to the Leases held by Seller in cash at entered into prior to the time of Closing Date shall be credited against the Purchase Price; accordinglysole responsibility of Seller, Seller and shall retain the actual cash deposits. If any deposits are in the form of a letter of credit be paid or other non-cash security, Seller shall assign Seller’s interest, if any, in and discharged fully at or prior to any such deposit at Closing at no cost to SellerClosing.

Rents. Rents (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations and all additional charges payable by tenants under the Leases, (collectively, “Rents”) actually collected by Seller prior to Closing shall be prorated as of the Closing Date. During the period after Closing, Purchaser Buyer shall deliver to Seller any and all Rents accrued but uncollected as of the Closing Date for the three (3) months prior to Closing, to the extent subsequently collected by PurchaserBuyer; provided, however, Purchaser Buyer shall apply Rents received at or after Closing first to payment of Rents due for the month of the Closing, current Rent then to Rents due for periods from and after the Closing Datedue, and thereafter up to three (3) months of delinquent Rents – with the delinquent rents owed to SellerBuyer being paid first. Notwithstanding the foregoing, “true up” payments received from tenants tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between among Seller and Purchaser Buyer pro rata in accordance with their respective period of ownership as set forth in Section 4.2.5 belowownership. Seller shall have the right, after Closing, right to proceed against tenants for Rents allocable to the period of Seller’s ownership of the PropertyProperty provided that Landlord commences any action against the Tenants within sixty (60) days after the Closing and diligently pursues the same, so long as but may not xxx to evict, threaten to xxx to evict or otherwise dispossess such tenants. Seller takes no action that could result in termination of shall provide written notice to Seller prior to filing suit against any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretionTenant permitted pursuant to this Section 5.g. Purchaser Buyer agrees that it shall use commercially reasonable efforts to collect all pass-through though rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser Buyer shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any LeaseRents). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing (herein the “Security Deposits”) shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If To the extent any security deposits under any of the Leases are in the form of a letter of credit or other non-cash security, (i) Seller shall assign deliver the original of such letter of credit to Buyer at Closing and (ii) the parties shall execute and deliver any applicable transfer form in connection therewith and Seller shall cooperate with Buyer in good faith to endeavor to effectuate transfers of all such letters of credit in favor of Buyer on the Closing Date or as soon as practicable thereafter. Seller shall be responsible for paying, or causing to be paid, all transfer fees to the extent applicable. If, after the Closing Date, but before any letter of credit has been assigned/reissued to Buyer as the beneficiary thereunder, a letter of credit needs to be drawn down upon, Buyer shall prepare documents for signature by the Seller and Seller shall execute such documents required to effectuate such drawdown. Seller shall incur no liability whatsoever as a result of executing such documents, effectuating such drawdown and/or the presentation of the letter of credit for drawdown. Buyer shall indemnify, defend and hold Seller from any and all losses, costs, liens, claims, causes of action, liability, damages and expenses (including, without limitation, court costs and reasonable attorneys’ fees) incurred in connection with or arising in any way from Seller’s interestexecution of such documents, if any, in and to any effectuating such deposit at Closing at no cost to Sellerdrawdown and/or the presentation of the letter of credit for drawdown. This provision shall survive the Closing.

Rents. Rents (including, without limitation, estimated pass-through payments, All collected rents and other payments for common area maintenance reconciliations and all additional charges payable by from tenants under ----- the Leases, (collectively, “Rents”) collected by Seller prior to Closing Leases shall be prorated between Prudential and REIT OP as of 12:00 a.m. midnight on the Closing Date. During Prudential shall be entitled to all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges, and other revenue of any kind attributable to any period under the Leases to but not including the Closing Date. REIT OP shall be entitled to all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations, subject to the provisions of Section 5.6), charges, ----------- reimbursements, payments, additional rent and other revenue of any kind derived from the Property (collectively, "RENTS") attributable to any period under the ----- Leases on and after Closing, Purchaser shall deliver to Seller the Closing Date. Rents accrued but uncollected due landlord under the Leases and not collected as of the Closing Date for shall not be prorated at the three (3) months prior to time of Closing, but REIT OP shall make a good faith effort to collect the extent subsequently collected by Purchasersame on Prudential's behalf and to tender the same to Prudential upon receipt (which obligation of REIT OP shall survive the Closing and not be merged therein); provided, however, Purchaser shall apply that all Rents received at due landlord under the Leases and collected by -------- ------- REIT OP on or after the Closing Date shall first be applied to payment all amounts due under the Leases at the time of Rents collection (i.e., current rents and sums due REIT OP as the current owner and landlord) with the balance (if any) payable to Prudential, but only to the extent of amounts delinquent and actually due Prudential. REIT OP shall not have an exclusive right to collect the sums due Prudential under the Leases and Prudential hereby retains its rights to pursue any tenant under the Leases for the month sums due Prudential for periods attributable to Prudential's ownership of the Closing, then Property; provided that by the retention of such rights Prudential shall not retain any right to Rents due for periods from and terminate any Leases after the Closing Date, and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding Prudential's rights under the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments immediately preceding sentence shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have survive the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for not be merged therein. REIT OP agrees to cooperate as Prudential may reasonably require (at Prudential's expense) to enable Prudential to pursue after Closing the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedingscollection of such amounts due Prudential from tenants, including an action for unlawful detainer, against making available to Prudential documents and records relating to such tenants' obligations. REIT OP shall receive a tenant owing delinquent Rents or to terminate any Lease). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited credit against the Purchase Price; accordingly, Seller shall retain Price for pre-paid rentals held by Prudential under Leases covering the actual cash deposits. If any deposits are in the form of a letter of credit or other nonperiod post-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to SellerClosing.

Rents. Rents (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations and all additional charges payable by tenants under from the Leases, (collectively, “Rents”) Leases collected by Seller prior to for the month in which the Closing Date occurs shall be prorated so that Seller shall receive all amounts due Seller applicable to time periods up to (but not including) the Closing Date (excluding delinquencies), and Buyer shall receive all amounts applicable to time periods on and after the Closing Date. Rents are delinquent when payment thereof is more than thirty (30) days past due as of the Closing Date. During the period after Closing, Purchaser Delinquent rentals shall deliver to be prorated between Buyer and Seller Rents accrued but uncollected as of the Closing Date but not until they are actually collected by Buyer. Rents for the month in which the Closing Date occurs shall be deemed to have been received by Seller. With respect to any Lease with delinquent rents as of the Closing Date, Buyer shall apply rents (net of all costs of collection) received after the Closing first to rents due to Buyer and second to payment of delinquent rents due to Seller. With respect to such delinquent rents, Buyer agrees to use its commercially reasonable efforts (provided that it shall not be obligated to spend money) for a period of three (3) months following the Closing to collect the amount of any delinquent rent from tenants and Buyer agrees to remit promptly to Seller any excess delinquent rent related to periods of time through the Closing Date, subject to the priorities set forth above, actually paid by such tenants and/or to Buyer. Seller shall retain the right to commence legal action against a tenant for any delinquent rent apportioned to the Seller, at Seller’s sole cost and expense, except Seller may not bring unlawful detainer proceedings or similar actions to dispossess a tenant without the consent of Buyer, which may be withheld in Buyer’s sole and absolute discretion. In the event Buyer collects or is paid any accounts receivable of Seller for any period prior to Closingthe Closing Date (which accounts receivable shall at all times shall remain the property of Seller), Buyer shall remit such amounts so collected or paid to Seller within five (5) business days of receipt thereof. Buyer shall provide Seller monthly statements for six (6) months after the Closing Date, certified by Buyer, itemizing all delinquent rents or accounts receivable collected on behalf of Seller following the Closing Date. Furthermore, Buyer shall receive a credit against the Purchase Price on the Closing Date in an amount equal to the extent subsequently collected sum of all rents received by Purchaser; provided, however, Purchaser shall apply Rents received at or after Seller prior to the Closing first Date attributable to payment of Rents due for the month of the Closing, then to Rents due for periods from and after the Closing Date, Date and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The amount of any unapplied other credits, security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to deposits due tenants under any such deposit at Closing at no cost to Sellerof the Leases.

Rents. Rents (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations and all additional charges payable by tenants under the Leases, (collectively, “Rents”)) collected by Seller prior to Closing shall be prorated as of the Closing DateDate on the basis the number of days in the calendar month in which the Closing Date occurs. During To the period after Closing, Purchaser shall deliver extent there are any Rents owing to Seller Rents accrued but uncollected as of the Closing Date for the three (3) months which relate to periods of time prior to Closingthe Closing Date, to the extent subsequently but which have not actually been collected by Purchaser; provided, howeverSeller as of the Closing (“Delinquent Rents”), Purchaser shall apply not be obligated to pay to Seller (or give Seller a credit for), the amount of such Delinquent Rents on the Closing. All Rents which are received at by Seller or Purchaser after the Closing first Date shall be applied: first, to payment of Rents amounts due and owing to Seller and Purchaser respectively for the month of in which the ClosingClosing occurs, then second, to Rents amounts due and owing to Purchaser for periods of time from and after the month in which the Closing Dateoccurs and third, to any other Delinquent Rents due to Seller for periods of time prior to the month in which the Closing occurs. Unless Purchaser elects in its sole discretion to pay Seller the applicable Delinquent Rents payable to Seller pursuant hereto, Purchaser may not waive any Delinquent Rents, nor modify a Lease so as to reduce any Delinquent Rents which are owed under such Lease, for any period in which Seller is entitled to receive such charges or amounts, without first obtaining Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Seller and thereafter up Purchaser hereby agree to three (3) months promptly remit to the other the amount of delinquent any Rents owed received and owing to Sellereach other pursuant to the provisions of this Section 4.2.4. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between among Seller and Purchaser pro rata in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no including, without limitation, the right to collect (without eviction or termination of a Lease) the same from the tenants and/or third parties responsible for payment of such Delinquent Rents, which right shall include, without limitation, the right to file one or more claims or causes of action that could result in termination of any Lease without the prior written consent of Purchaser in each instanceare permitted pursuant to applicable law, which may be withheld in Purchaser’s sole and absolute discretionbut not a claim for eviction. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any LeaseDelinquent Rents). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If Seller shall also transfer to Purchaser any deposits are security provided by a tenant under a Lease that is held in the form of a letter letters of credit or other non-cash securityforms (the “Letters of Credit”) if the same are transferable, at Seller’s cost (including Seller’s payment of any third party transfer fees and expenses) to the extent the applicable Lease does not obligate tenant to pay for such costs, fees and expenses. If any of the Letters of Credit are not transferable, Seller shall assign request the tenants obligated under Letters of Credit to cause new letters of credit to be issued in favor of Purchaser in replacement thereof and in the event such a new letter of credit is not issued in favor of Purchaser by Closing, the parties will nonetheless proceed to the Closing and Purchaser shall diligently pursue such replacement after Closing and Seller shall take all reasonable action, as directed by Seller and at Seller’s interest, if anyexpense, in connection with the presentment of such Letters of Credit for payment as permitted under the terms of the applicable Lease. In consideration of Seller’s foregoing agreement, Purchaser shall indemnify, defend and to hold Seller harmless from any such deposit at Closing at no liability, damage, loss, cost to Selleror expense resulting from an alleged wrongful drawing by Purchaser upon any of the Letters of Credit after the Closing.

Rents. All collected Rents (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations and all additional charges payable by tenants under the Leases, (collectively, “Rents”as hereinafter defined) collected by Seller prior to Closing shall be prorated between each Seller and Buyer as of 11:59 PM on the day prior to the Closing Date. Each Seller shall be entitled to all collected Rents attributable to any period prior to, but not including, the Closing Date. Buyer shall be entitled to all collected Rents attributable to any period on and after the Closing Date. Prior to Closing, Sellers shall deliver to Buyer a report on any Rents not collected as of the Closing Date. During the After Closing for a ninety (90) day period after Closingthereafter, Purchaser Buyer shall deliver make a good faith effort to Seller collect any Rents accrued but uncollected not collected as of the Closing Date on each Seller’s behalf, and at all times after Closing (whether prior to or following ninety (90) days after Closing) Buyer shall tender the same to such Seller upon receipt (which obligation of Buyer shall survive the Closing and not be merged therein); provided, however, that all Rents collected by Xxxxx on or after the Closing Date shall first be applied to all amounts due under the Leases at the time of collection (i.e., current Rents and sums due Buyer as the current owner and landlord) with the balance (if any) payable to each Seller, but only to the extent of amounts delinquent and actually due such Seller. Beginning on the date that is ninety (90) days after the Closing, Seller hereby retains its rights to pursue claims against any tenant under the Leases for sums due with respect to periods prior to the Closing Date; provided, however, that such Seller: (i) shall be required to notify Buyer 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 prior after the Closing Date; and (iii) shall not be permitted to Closingcommence or pursue any legal proceedings against any tenant seeking eviction of such tenant or the termination of the underlying lease. “Rents” shall mean all base rents, to additional rent and operating expense reimbursements and escalations due from the extent subsequently collected by Purchasertenants of the Property under the Leases and Temporary Occupancy Agreements; provided, however, Purchaser Rents shall apply Rents received at not include percentage rents, which shall be governed by Section 5.8 of this Agreement. Notwithstanding the foregoing or after Closing first anything to payment of Rents due for the month contrary as contained in this Agreement, subject to the terms of the ClosingPolaris Ground Leases and the Tanasbourne Ground Lease, then any and all prorations and/or credits with respect to Rents due Rents, Security Deposits, Operating Expenses (as hereinafter defined) or Tax Receivables (as hereinafter defined) as provided for periods in this Agreement shall in all events exclude any rents, reimbursements, deposits, receivables or expenses relating to any tenants, Leases or Temporary Occupancy Agreements with respect to the Excluded Properties, and each respective Seller (or its affiliate) shall retain all rights to all rents, deposits and reimbursements and shall remain responsible for all expenses in connection with or relating to such Excluded Properties, the intent being that the respective Seller or its affiliate that owns or ground leases any such Excluded Property shall retain all the benefits and burdens as the owner of such Excluded Property from and after the Closing Date, and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable subject to the period of Seller’s ownership terms of the Property, so long as Seller takes no action that could result in termination of any Lease without Polaris Ground Leases and the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Tanasbourne Ground Lease). The amount of any unapplied security deposits under This Section 5.1 shall survive the Leases held by Seller in cash at the time of Closing shall and not be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to Sellermerged therein.

Rents. Rents (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations All fixed rents and all additional other charges or amounts payable by tenants under the LeasesLeases or in connection with their use or occupancy of the Property or any service or amenity relating thereto, including water, electricity, gas, sewage or other utilities or pass through fees and charges (whether paid in advance of the date when such payment is due or otherwise) (collectively, “Rents”) collected by Seller prior to Closing and all refundable Security Deposits shall be prorated as of the Closing Dateadjusted and prorated. During the period after Closing, Purchaser Seller shall deliver or provide a credit in an amount equal to Seller all prepaid Rents accrued but uncollected as of the Closing Date for the three (3) months prior to Closing, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due for the month of the Closing, then to Rents due for periods from and after the Closing Date and all refundable cash Security Deposits including interest thereon, if any (to the extent the foregoing were made by tenants and are not applied or forfeited prior to the Closing Date) as set forth in the Rent Rolls or otherwise delivered pursuant to a New Lease, to Buyer on the Closing Date. Rents that are delinquent (or payable but unpaid) as of the Closing Date shall not be prorated on the Closing Date. At Closing, Seller shall deliver to Buyer a schedule of all such delinquent or payable but unpaid rent. Buyer shall include such delinquencies (or unpaid amounts) in its normal billing and shall in good faith use commercially reasonable efforts to pursue the collection of such past due Rents until July 31st after the Closing Date (but Buyer shall not be required to litigate or declare a default in any Lease or take any additional actions in connection with the recovery from tenants of such delinquencies or other unpaid amounts). To the extent Buyer receives payment of Rents (or income in connection with other tenant charges) on or after the Closing Date, such payments shall be applied (w) first, toward the Rent (or other tenant charges) for the month in which the Closing occurs, (x) second, to the Rents due for periods following the month in which the Closing occurs, and thereafter up (y) third, to three (3) months of any delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable with Seller’s share thereof being promptly delivered to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 belowSeller. Seller shall have the right, after Closing, to proceed against may not sue any tenants for Rents allocable to the period of Seller’s ownership of at the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The amount provisions of any unapplied security deposits under this subparagraph (a) shall survive the Leases held by Seller in cash at Closing until the time of date that is ninety (90) days after the Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to SellerDate.

Rents. Rents (includingshall be prorated between Buyer and Seller as of the Adjustment Time, without limitationwhen, estimated pass-through payments, payments for common area maintenance reconciliations as and if collected. Seller shall be entitled to all additional charges payable by tenants Rents under Leases attributable to the Leases, (collectively, “Rents”) period prior to the Adjustment Time and Buyer shall be entitled to all Rents under Leases attributable to the period from and after the Adjustment Time. The amount of any Rents under Leases collected by Seller prior to Closing the Adjustment Time and applicable to the period from and after the Adjustment Time shall be prorated credited to Buyer at the Closing. The first monies collected on account of the Rents after the Adjustment Time shall be successively applied to the payment of (a) first, Rent due and payable in the month in which the Closing occurs, (b) second, Rent due and payable in the months succeeding the month in which the Closing occurs, up to and including the month in which payment is made, and (c) third, Rent due and payable in the months preceding the month in which the Closing occurs, if any. Seller and Buyer shall promptly account to the other party for any Rents received after Closing to which the other party would be entitled under this Section 6.9.2. As used herein, “Delinquent Rents” means Rents which are due and payable prior to or on the day of the Closing or otherwise relate to pre-Closing periods (including, without 12411789.7 29 limitation, the utility charges) but which have not actually been collected by Seller as of the day of the Closing. Seller’s account shall not be credited at the Closing Datefor any Delinquent Rents but Seller shall retain all right, title and interest to any Delinquent Rents and Buyer shall have no rights to any Delinquent Rents except as expressly provided in this Section 6.9.2. During Commencing as of sixty one (61) days after the period after ClosingClosing Date with respect to any tenants still in residence at the Property, Purchaser shall deliver to Seller Rents accrued but uncollected and commencing as of the Closing Date for with respect to any tenants no longer in residence at the three Property, Seller shall be entitled to institute legal proceedings and otherwise attempt to collect any Delinquent Rents (3) months prior but without seeking to Closing, evict the tenant or otherwise unreasonably interfering with Buyer’s operation of the Property). Notwithstanding anything to the extent subsequently collected by Purchaser; providedcontrary herein, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due for the month of the Closing, then to Rents due for periods from and within ninety (90) days after the Closing Date, and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between all reimbursable utility bills for utility charges incurred by Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. reimbursable to Seller shall have from the right, after Closing, to proceed against tenants under the Leases for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months periods prior to Closing (provided“RUBS”), howeverif received by Buyer, that Purchaser shall be remitted by Buyer to Seller; thereafter, Buyer shall have no obligation to institute legal proceedingsremit RUBS income to Seller. Following the Closing, including an action Buyer shall xxxx tenants who owe RUBS for unlawful detainera period of ninety (90) days (and Buyer will deliver to Seller, against a tenant owing delinquent Rents or concurrently with the delivery to terminate any Lease)such tenants, copies of all statements relating to RUBS) and pursue collection of such RUBS in Buyer’s normal course of business. The amount of any unapplied security deposits under Any leasing commissions with respect to the Leases held by Seller in cash at entered into prior to the time of Closing Date shall be credited against the Purchase Price; accordinglysole responsibility of Seller, Seller and shall retain the actual cash deposits. If any deposits are in the form of a letter of credit be paid or other non-cash security, Seller shall assign Seller’s interest, if any, in and discharged fully at or prior to any such deposit at Closing at no cost to SellerClosing.

Rents. a) All collected Rents (as hereinafter defined) shall be prorated between Seller and Buyer as of 12:01 AM on the Closing Date. Subject to Section 5.1(e) and 5.1(f) below, Seller shall be entitled to all collected Rents, including Pre-Closing Rents (as hereinafter defined) attributable to any period prior to, but not including, the Closing Date. Buyer shall be entitled to all collected Rents attributable to any period on and after the Closing Date. After Closing, Buyer shall make a good faith effort to collect any Rents not collected as of the Closing Date on Seller’s behalf and to tender the same to Seller upon receipt (which obligation of Buyer shall survive the Closing and not be merged therein); provided, however, that all Rents collected by Buyer on or after the Closing Date shall be applied as specified or directed by the Current Occupant (hereinafter defined) making such payment, and if not specified or directed by the applicable Current Occupant making such payment, shall be first be applied to all amounts due under the Leases or Temporary Occupancy and Ancillary Agreements at the time of collection (i.e., current Rents and sums due Buyer as the current owner and landlord) with the balance (if any) payable to Seller, but only to the extent of amounts delinquent and actually due Seller. Buyer shall not have an exclusive right to collect the sums due Seller or the Property Owners under the Leases, and Seller hereby retains all rights to pursue claims against any Current Occupants (hereinafter defined) under Leases or Temporary Occupancy and Ancillary Agreements and Former Occupants (hereinafter defined) under Defaulted Agreements (hereinafter defined), in each case for sums due with respect to periods prior to the Closing Date including, without limitation, estimated pass(A) Rents (hereinafter defined) reflected on an updated accounts receivable report for Current Occupants of the Properties dated as of the Closings Date, (B) Rents and other amounts that may be recovered by, or on behalf of a Property Owner from Current Occupants or Former Occupants in the litigation or pre-through paymentslitigation collection matters referenced on Schedules 5.1(a)-1, payments for common area maintenance reconciliations 5.1(a)-2 and all additional charges payable by tenants under the Leases, 5.1(a)-3 (collectively, the “RentsPending Rent Litigation”), and (C) collected by Seller any Rents and other sums that are attributable to a period prior to Closing shall be prorated as of the Closing Date. During the period after Closing, Purchaser shall deliver to Seller Rents accrued but uncollected as of the Closing Date but may be due and payable before or after the Closing Date pursuant to a written deferral agreement between the applicable Property Owner and a Current Occupant (such sums under (A), (B) and (C), collectively, the “Pre-Closing Rents”); provided, however, that Seller: (i) shall keep the Buyer reasonably informed of Seller’s collection efforts involving Current Occupants; (ii) except for the Pending Rent Litigation, shall be required to notify Buyer in writing of its intention to commence or pursue such legal proceedings against Current Occupants; (iii) except for the Pending Rent Litigation, shall only be permitted to commence or pursue any legal proceedings against Current Occupants after the date which is three (3) months prior to Closing, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due for the month of the Closing, then to Rents due for periods from and after the Closing Date; and (iv) except for the Pending Rent Litigation, and thereafter up shall not be permitted to three (3) months commence or pursue any legal proceedings against any tenant seeking eviction of delinquent Rents owed to Sellersuch tenant or the termination of the underlying Lease. Notwithstanding On the foregoingClosing Date, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments the Property Owners shall be allocated between Seller and Purchaser in accordance with assign all or their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole title and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, interest in and to any such deposit at the Pre-Closing at no cost Rents (including the rights of the respective Property Owner in connection with the Pending Rent Litigation) to Seller or Seller.’s designee pursuant to a written assignment in a form reasonably acceptable to both parties, which shall include a

Rents. Rents (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations and all additional charges payable by tenants under the Leases, including fixed rent, additional rent and operating expense pass-throughs (collectively, “Rents”) "RENTS"), shall be addressed in the manner set forth in this subsection. All prepaid Rents for any period subsequent to the Closing Date shall be credited to Buyer at Closing. All collected by Seller prior to Rents for the month in which the Closing occurs shall be prorated as of the Closing Date. During the period after Closing, Purchaser shall deliver to Seller All Rents accrued which are due but uncollected as of the Closing Date (the "DELINQUENT RENTS") shall not be prorated at Closing, but shall be paid to the party entitled to receive such Delinquent Rents upon receipt of same by either Seller or Buyer after Closing. Buyer agrees to use good faith and commercially reasonable efforts to collect Delinquent Rents from each tenant remaining in possession of its space under a Lease. Any and all amounts received by Buyer after the Closing Date from any party owing Delinquent Rents shall be paid and applied as follows: first; to Buyer's reasonable collection costs (including reasonable attorneys' fees) incurred (after the Closing Date only); second, to Buyer for Rents due for the three then current month; third, to Buyer for due but unpaid Rents accruing after the Closing Date, to be applied in the inverse of the order incurred (3) months i.e., the most recently incurred Rents paid first); fourth, to Delinquent Rents for the month in which the Closing occurs (which sums shall, upon such collection, be prorated between Seller and Buyer as though collected prior to Closing); and finally, to Seller for Delinquent Rents for the extent subsequently collected by Purchaserperiod prior to the month of Closing. The parties agree that they shall provide a final accounting and reconciliation of all Delinquent Rents within 180 days after Closing. Buyer shall not have an exclusive right to collect any sums due Seller from tenants under the Leases and Seller hereby retains the right to pursue any tenant under the Leases for any sums due Seller for periods attributable to Seller's ownership of the Property; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due for the month of the Closing, then to Rents due for periods from and after the Closing Date, and thereafter up to three Seller (3i) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser required to notify Buyer in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period writing of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of 's intention to commence or pursue any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, and (ii) shall not be permitted to commence or pursue any legal proceedings against a any tenant owing delinquent Rents or to terminate any Lease). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time Property seeking eviction of Closing shall be credited against such tenant or the Purchase Price; accordingly, Seller shall retain termination of the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to Sellerunderlying Lease.

Rents. Rents Rent [(including, without limitation, including estimated pass-through payments, payments for common area maintenance reconciliations and all additional charges payable by tenants under the Leasesarea/operating expenses, (collectivelybut not for Taxes), collectively “Rents”) ] for the month in which Closing occurs shall be prorated for said month based upon the Rents estimated to have been collected by Seller prior to Closing shall be prorated as of the Closing Date. Rents for said month shall be reprorated within seven (7) Business Days after the end of said month based on Rents actually received. During the period after Closing, (i) Purchaser shall deliver to Seller any and all Rents accrued but uncollected as of the Closing Date for the three (3) months prior to ClosingDate, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of current Rents due for the month of the Closing, then to Rents due for periods from and after the Closing Datedue, and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, (other than “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments payments, which shall be allocated between among Seller and Purchaser pro rata in accordance with their respective period of ownership as set forth in Section 4.2.5 below. ), and (ii) Seller shall have deliver to Purchaser any and all Rents collected by Seller for any period after Closing. Subject to the rightprovisions of the following sentence, Seller shall be entitled, after the Closing, to proceed take any action against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could a tenant which would not result in a termination of any Lease without or a tenant’s right of occupancy thereunder (“Seller Action”). Notwithstanding the prior written consent foregoing, Seller shall not take any Seller Action unless Seller shall have first provided Purchaser with not less than five (5) Business Days’ notice of Purchaser in each instanceits intent to take action against a tenant, which may be withheld in Purchaser’s sole and absolute discretiontogether with a description of the subject matter of the proposed Seller Action. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any LeaseRents). The amount of any unapplied security deposits (plus accrued interest thereon if payable to a tenant under its lease) under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If Notwithstanding anything in this Section 4.2.4 to the contrary, if any security deposits are in the form of a letter of credit or other non-cash securitycredit, such security deposits shall not be prorated, but shall be turned over by Seller to Purchaser at the Closing by the delivery thereof by Seller to Purchaser in accordance with this provision. In addition, Seller shall assign use reasonable efforts to deliver appropriate duly executed instruments of transfer or assignment of such letters of credit which are required to establish Purchaser as the new beneficiary thereunder and any consents required by the issuing bank for the transfer of such letters of credit. If required, Seller shall use reasonable efforts to arrange for the issuance by the issuing bank of any authorization to the transfer, together with the delivery of such letters of credit (and any letter of transfer that is required by such letter of credit). Any fees imposed by such issuing banks in connection with such transfers which are not the obligation of the applicable tenant to pay shall be paid by Seller’s interest. In the event that any letter of credit is not transferable as of Closing, Seller shall cooperate with Purchaser in all reasonable respects following the Closing so as to transfer the same to Purchaser or to obtain a replacement letter of credit with respect thereto in favor of Purchaser, in either case at no cost or expense to Purchaser. Until any such letter of credit shall be transferred or replaced, Seller shall present such letter of credit for payment and deliver the proceeds received by Seller, if any, to Purchaser within a reasonable period of time following receipt of Purchaser’s written request. Notwithstanding the foregoing, Seller shall not be in and to default under this Agreement in the event that any such letter of credit is not assigned to Purchaser for any reason other than the failure of Seller to sign the documents required of it to transfer the letter of credit or the failure of Seller to pay any fees imposed by an issuing bank in connection with such transfers. In such event, Purchaser may terminate this Agreement with respect to the applicable Property upon written notice to Seller on or before ten (10) days after Purchaser becomes aware that a letter of credit will not be assigned on the Closing Date; provided, however, Purchaser’s right to terminate shall not be effective in the event that Seller, in its sole and absolute discretion, gives Purchaser a credit against the Purchase Price in the amount of the security deposit at Closing at no cost to Selleror provides a substitute letter of credit in that amount.

Rents. Rents (All base rent under the Leases, any percentage rent under retail leases, and other charges under the Leases, including, without limitation, estimated pass-through paymentspayments by tenants for amortization of tenant improvements costs, payments for all tenant contributions relating to Impositions, operating expenses, insurance premiums, common area maintenance reconciliations charges and similar "pass-through" items and cost-of-living or other adjustments based on the Consumer Price Index or similar statistics, and all additional other items of income derived from the operation of the Property (all such charges payable by tenants under the Leases, (collectively, “Rents”other than base rent are herein referred to as "ADDITIONAL RENT") collected by Seller prior to Closing shall be prorated as of the close of the day immediately preceding the Closing Date. During Rentals are "delinquents" when payment thereof is due prior to the period Closing Date but has not been made by the Closing Date. Seller shall have no right to collect delinquent rentals directly from Tenants, and Purchaser shall have no obligation to evict or otherwise exercise any remedies against any tenants owing delinquent rentals. Seller shall not be entitled to any of the rentals received by Purchaser on and after Closingthe Closing Date from tenants owing delinquent rentals unless such tenants shall be current in their rental obligations for periods occurring from and after the Closing Date. In that case, Purchaser shall deliver to Seller Rents accrued any rentals, net of the costs of collection, received by Purchaser which are designated by the tenant as payment for or are attributable to delinquent rentals for rental periods occurring prior to the Closing Date. If, however, delinquent rentals are not collected from the tenants owing such delinquent rentals, Purchaser shall not be liable to Seller for such delinquent rentals. Purchaser shall be solely responsible for the collection of delinquent rents, but uncollected shall not be required to take any action for the collection of such delinquent rents other than billing for the same and employing such other efforts as are consistent with the ordinary and customary conduct of Purchaser's business (but without any requirement to employ a collection agency or to institute legal proceedings of any sort), and shall not be liable to Seller for any failure to collect delinquent rents. All rentals received after the Closing Date for shall be applied after payment of collection costs, first to rentals attributable to the three (3) months prior to Closingperiod beginning on the Closing Date and thereafter, and subsequently, to the period prior to the Closing Date. To the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due that the Leases provide for the month adjustment of previously paid estimated amounts of Additional Rent for the Closing, then period prior to Rents due for periods from and after Closing on a date subsequent to the Closing Date, and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments Seller shall be allocated between entitled to receive, or shall be responsible to pay, as the case may be, its pro-rata share of any such adjusted amounts which are applicable to periods ending prior to the Closing Date. Purchaser shall be solely responsible for the collection of such adjustments, but shall not be liable to Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 belowfor its failure to do so. Seller shall have access to the rightbooks and records of Purchaser (as they relate to the Property only) at reasonable times during normal business hours for the period from the Closing Date through March 31, after 1997, solely for purposes of verifying and/or auditing proration amounts payable to or payable by Seller for base rent, and/or other items of Additional Rent in accordance with the provisions of this Section 11. The provisions of this Section 11 having to do with post-closing adjustments and the payment of any deficiencies in prorations effected at Closing, to proceed against tenants including without limitation the provisions of this paragraph, shall survive the Closing for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three twelve (312) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to Sellermonths.

Rents. Rents (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations All fixed and all additional charges payable by tenants rentals under the Tenant Leases, (collectively, “Rents”) collected by Seller prior to Closing refundable security deposits and other tenant charges shall be prorated as between Buyer and Seller, Seller being charged and credited for all of the same allocable to the period up to the Closing Date and Buyer being charged and credited for all of the same allocable to the period from and after the Closing Date. During the period after Closing, Purchaser Seller shall deliver or provide a credit in an amount equal to Seller Rents accrued but uncollected as of the Closing Date for the three (3) months prior to Closing, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due for the month of the Closing, then to Rents due all prepaid rentals for periods from and after the Closing Date and all refundable security deposits listed on Exhibit M-1 which are not applied or forfeited prior to the Closing Date pursuant to the applicable Tenant Leases to Buyer on the Closing Date. At Closing, Seller shall commence the transfer to Buyer of any security deposits which are held in the form of letters of credit (the “SD Letters of Credit”) if the same are transferable at Closing; if any of the SD Letters of Credit are not transferable, Seller shall request the tenants obligated under such SD Letters of Credit to cause new letters of credit to be issued in favor of Buyer in replacement thereof and in the event such existing letter of credit is not transferred or such new letter of credit is not issued in favor of Buyer by Closing, Buyer shall diligently pursue such transfer or replacement, as applicable, after Closing and, until such transfer or issuance, Seller shall take all reasonable action, as directed by Buyer and at Buyer’s expense, in connection with the presentment of such SD Letters of Credit for payment as permitted under the terms of the applicable Tenant Lease, and in consideration of Seller’s agreement as aforesaid, Buyer shall indemnify, defend and hold Seller harmless from any liability, damage, loss, cost or expense arising out of the SD Letters of Credit after the Closing. Such indemnification shall survive the Closing. Rents that are delinquent as of the Closing Date shall not be prorated on the Closing Date. Buyer shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default in any Tenant Lease). To the extent Buyer receives rents on or after the Closing Date, such payments shall be applied first toward the payment of then current rent owed to Buyer in connection with the applicable Tenant Lease for which such payments are received, with Seller’s share thereof being promptly delivered to Seller, and thereafter up any excess monies received shall be applied toward any delinquent rents owed to three (3) months of delinquent Rents owed Buyer and then any excess to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable Buyer may not waive any delinquent rents nor modify a Tenant Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a year-end reconciliation share of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of charges or amounts without first obtaining Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretionconsent. Purchaser agrees that it Buyer shall use make commercially reasonable collection efforts with respect to collect all pass-through delinquent rents payable by tenants for the year of Closing and for any delinquent Rents for the three other amounts owed to Seller hereunder (3) months prior but shall not be required to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against litigate or declare a tenant owing delinquent Rents or to terminate default in any Tenant Lease). The amount With respect to delinquent rents and any other amounts or other rights of any unapplied security deposits under kind respecting tenants who are no longer tenants of the Leases held by Seller in cash at Property as of the time of Closing shall be credited against the Purchase Price; accordinglyDate, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to Sellerall rights relating thereto.

Rents. Rents (including, without limitation, estimated pass-through payments, payments Landlord and Tenant jointly and severally acknowledge that the Lease Assignment provides for common area maintenance reconciliations the direct payment to Lender of all rents and all additional charges payable by tenants other monies due and to become due to Landlord under the Leases, (collectively, “Rents”) collected by Seller prior to Closing shall be prorated as Lease upon the occurrence of the Closing Date. During the period after Closing, Purchaser shall deliver to Seller Rents accrued but uncollected as of the Closing Date for the three (3) months prior to Closing, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due for the month of the Closing, then to Rents due for periods from and after the Closing Date, and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership certain conditions as set forth in Section 4.2.5 belowthe Lease Assignment without Lender's taking possession of the Demised Premises or otherwise assuming Landlord's position or any of Landlord's obligations under the Lease. Seller Upon receipt from Lender of written notice to pay all such rents and other monies to or at the direction of Lender, Landlord authorizes and directs Tenant thereafter to make all such payments to or at the direction of Lender, releases Tenant of any and all liability to Landlord for any and all payment so made, and shall have defend, indemnify and hold Tenant harmless from and against any and all claims, demands, losses, or liabilities asserted by, through or under Landlord (except by Lender) for any and all payments so made. Upon receipt of such notice, Tenant thereafter shall pay all monies then due and becoming due from Tenant under the Lease to Lender or at the direction of Lender, notwithstanding any provision of the Lease to the contrary. Tenant agrees that neither Lender's demanding or receiving any such payments, nor Lender's exercising any other right, after Closingremedy, privilege, power or immunity granted by the Deed of Trust or the Lease Assignment, will operate to proceed against tenants impose any liability upon Lender for Rents allocable performance of any obligation of Landlord under the Lease unless and until Lender elects otherwise in writing. Such payments shall continue until Lender directs Tenant otherwise in writing. Tenant agrees not to pay any rent under the period Lease more than thirty (30) days in advance without Lender's consent. The provisions of Seller’s ownership this Paragraph 7 will apply from time to time throughout the term of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to Seller.

Rents. Rents (includingRents, including without limitation, estimated pass-through payments, limitation all payments for common area maintenance reconciliations received by Seller from any Tenants under any Leases applicable to the Construction Residence and all additional charges payable by tenants payments of all Residents under the Leases, (collectively, “Rents”) collected by Seller any Resident Agreements received prior to the Residence Closing Date shall be prorated as of the applicable Residence Closing DateDate and the portion thereof allocable to periods beginning with such Residence Closing Date shall be credited to Purchaser at such Residence Closing. During Any checks for any such rental payments received after such Residence Closing by Seller and belonging in their entirety to Purchaser shall be promptly endorsed to Purchaser by Seller and promptly transmitted to Purchaser, and any checks for any rental payments received after such Residence Closing by Seller and belonging in part to Seller and in part to Purchaser shall be promptly deposited by Seller and the part thereof belonging to Purchaser shall be promptly paid to Purchaser and the balance shall be retained by Seller. In the event that on such Residence Closing Date there shall be any unpaid rental payments due under any Lease, then (i) for a period of ninety (90) days after the Residence Closing, any rental payment received by Purchaser shall deliver with respect to Seller Rents accrued but uncollected as of the such Lease subsequent to such Residence Closing Date for shall be applied first to pay the three (3) months prior to Closingcurrent portion of such rental payment due Seller under such Lease and the remaining portion of such rental payment, to the extent subsequently collected applicable to a period beginning on or after such Residence Closing Date, shall be retained by Purchaser; providedPurchaser in satisfaction of amounts owed to it, howeverand (ii) thereafter Purchaser may apply such amounts first to amounts owed to it. During such ninety (90) day period, Purchaser shall apply Rents received at or after Closing first use its reasonable efforts in the ordinary course of business to payment of Rents due collect for the month of the Closing, then to Rents due for periods from and after the Closing Date, and thereafter up to three (3) months of delinquent Rents Seller amounts owed to Seller. Notwithstanding the foregoingSeller of which it has knowledge, “true up” payments received from tenants attributable but shall not be required to a year-end reconciliation employ counsel or any collection agency or to initiate litigation, ejectment proceeding or use any extraordinary means of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 belowcollection. Seller shall have the right, after Closing, at all times be entitled to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination pursue collection of any Lease without the prior written consent of Purchaser in each instanceamounts owed to it, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The amount of any unapplied security deposits under the Leases held by cooperate with Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to Sellerconnection therewith.

Rents. Rents (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations All fixed and all additional charges payable by tenants rentals under the Leases, (collectively, “Rents”) collected by and other tenant charges. Seller prior shall deliver or provide a credit in an amount equal to Closing shall be prorated as of all prepaid rentals for periods after the Adjustment Date to Buyer on the Closing Date. During the period after Closing, Purchaser shall deliver to Seller Rents accrued but uncollected which are delinquent as of the Closing Adjustment Date for the three (3) months prior to Closing, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due for the month of the Closing, then to Rents due for periods from and after not be prorated on the Closing Date, . Buyer shall include such delinquencies in its normal billing and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through the same after the Closing Date (but Buyer shall not be required to litigate or declare a default in any lease). To the extent Buyer receives rents (other than "Additional Amounts", as hereinafter defined) after the Adjustment Date, such payments shall be applied first toward then current rent owed to Buyer in connection with the applicable lease for which such payments are received, and finally any excess monies received shall be applied toward the payment of any delinquent rents in the inverse order in which they accrued, with Seller's share thereof being promptly delivered to Seller. Buyer may not waive any delinquent rents nor modify a lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent. Common area charges, taxes, operating expense and other similar expense reimbursement obligations of the tenants under the Leases, as well as any percentage payable by tenants thereunder (collectively, "Additional Amounts") shall be prorated as of the Adjustment Date. The parties will finalize such Additional Amounts prorations on the Closing Date or as soon as practicable thereafter (but in any event not later than September 15, 1998) In order for the year of Closing parties to determine the credits and for any delinquent Rents for the adjustments herein provided for, no later than three (3) months business days prior to the Closing Date, Seller will deliver to Buyer (or otherwise make available to Buyer) copies of all relevant portions of its books and records and all back-up or supporting documentation corroborating the amount paid by Seller and the amount received from the tenants in respect of Additional Amounts, and at Closing, Seller shall deliver to Buyer at the Property copies of the same information for each that has audit rights and the ability to challenge any prior year's reconciliations. Seller agrees to cooperate in good faith and with reasonable diligence in providing to Buyer as and when needed copies of all relevant invoices, bills, evidence of payment and other information required by Buyer to make any required post-Closing reconciliations of Additional Amounts. Proration of expense items contained in the calculation of the Additional Amounts shall be made on the basis that Seller shall be entitled to reimbursement of the applicable expenses incurred by Seller (annualized or otherwise appropriately apportioned) on or prior to the Adjustment Date. To the extent that, based on such determinations, Seller has received amounts in excess of the amount due Seller, then Buyer shall receive a credit equal to such excess amount on the Closing Date (or if determined thereafter, then Seller shall deliver such amounts to Buyer within fifteen (15) days of such determination). To the extent that Seller has received an amount less than the amount so due, Buyer shall deliver such shortfall amount to Seller within fifteen (15) days after such amounts are received from the respective tenants. The amount of percentage rent to be allocated to Seller with respect to each Tenant Lease for the lease year (the "Current Lease Year") in which the Closing Date occurs shall be that amount equal to the amount of percentage rent owed by such tenant for the lease year multiplied by a fraction, the numerator of which is the number of days in such lease year prior to and including the Adjustment Date, and the denominator of which is the total number of days in such lease year. Buyer shall receive a credit at Closing equal to the amount, if any, of percentage rent received by Seller as of the Adjustment Date which is allocable to any period of time after the Adjustment Date. Buyer shall not be obligated to pay or credit Seller any sum on account of the proration of percentage rent as aforesaid unless and until the percentage rent to be prorated as aforesaid shall be received by Buyer. Buyer shall reasonably endeavor to collect delinquencies owed to Seller hereunder (but shall not be require to litigate or declare a default in any lease); provided, however, that Purchaser Buyer shall have no obligation not waive any claims for delinquencies relating to institute legal proceedingsSeller's period of ownership without Seller's prior written consent. With respect to delinquent rents, including an action for unlawful detainer, against a tenant owing delinquent Rents Additional Amounts and any other amounts or to terminate any Lease). The amount other rights of any unapplied security deposits under kind respecting tenants who are no longer tenants of the Leases held by Seller in cash at Property as of the time of Closing shall be credited against the Purchase Price; accordinglyDate, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to Sellerall rights relating thereto.

Rents. Rents (includingAll collected rents and other payments from tenants, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations and all additional charges payable by tenants licensees or other occupants under the Leases, (collectively, “Rents”) collected by Seller prior to Closing Leases shall be prorated between Seller and Purchaser as of midnight on the day prior to the Closing Date. During Seller shall be entitled to all rents, charges, and other revenue of any kind attributable to any period under the Leases to but not including the Closing Date. Purchaser shall be entitled to all rents, charges and other revenue of any kind attributable to any period under the Leases on and after Closingthe Closing Date. Minimum rent, percentage only rent and additional rent shall be prorated for the month in which Closing occurs. Percentage rent (as contrasted to percentage only rent) shall be apportioned on a Lease-by-Lease basis as follows: (i) subject to the balance of this subparagraph, Seller shall retain all percentage rent payments received by it on and prior to the Closing Date and Purchaser shall retain all percentage rent payments received by it after the Closing Date; (ii) on the Closing Date, Seller shall deliver to Purchaser a statement of all percentage rent collected by Seller with respect to the Subject Lease Year on a Lease-by-Lease basis along with a copy of the percentage rent invoices and sales reports which support those collections; (iii) for each Lease, not later than forty-five (45) days after the date that gross sales for the Subject Lease Year are finally determined, Purchaser shall deliver to Seller Rents accrued but uncollected a statement of all percentage rent collected by Purchaser with respect to that Lease along with a copy of the annual reconciliation of percentage rent owed under the applicable Lease for the Subject Lease Year and the related sales information backup; and, (iv) for each Lease, within fifteen (15) days after the date the statement and reconciliation described in subsection (iii) above is delivered to Seller, Purchaser shall pay to Seller or Seller shall pay to Purchaser, whichever is applicable, the positive difference between (A) the total percentage rent collected by that party with respect to the Subject Lease Year and (B) the product of (1) the average daily percentage rent received with respect to the Subject Lease Year after taking into account the annual reconciliation and (2) the actual number of days that party was the Owner of the Property during the Subject Lease Year (with Purchaser being deemed to be the owner as of the Closing Date). For example, if the tenant’s Lease Year runs from February 1 to January 31, the Closing Date occurs on February 16, 2006, Seller collects $0 percentage rent for the Subject Lease Year, and Purchaser collects $700,000 percentage rent for the Subject Lease Year, then Purchaser shall pay to Seller $28,767.12 ($700,000 - ($1,917.811 x 15 days)). As used herein, the term "Lease Year" means the twelve (12) month period as to which annual percentage rent is owed under each Lease and “Subject Lease Year” means, for each Lease, the Lease Year in which the Closing Date occurs. Seller shall be entitled to continue or commence audits of percentage rent and percentage only rent under the Leases for the Lease Year immediately prior to the Subject Lease Year, and shall have the right to settle the same in its sole discretion. Rents, CAM charges, utility charges, tax charges and other revenue or reimbursements due landlord under the Leases not collected as of the Closing Date shall not be prorated at the time of Closing, but for the three a period of twelve (312) months prior to Closing, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due for the month of the Closing, then to Rents due for periods from and after the Closing Date, and thereafter up Purchaser shall make a reasonable, good faith effort to three (3) months of delinquent Rents owed to Seller. Notwithstanding collect the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of same on Seller’s ownership of behalf by invoicing delinquent tenants on a monthly basis for all past due amounts (which obligation shall survive the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for shall not be merged in the three (3) months prior to Closing (Deed); provided, however, that Purchaser shall have no obligation (unless Purchaser elects in its sole discretion) to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The amount of any unapplied security deposits enforce its rights under the Leases held in a court of law or equity, to threaten such enforcement, or to commence any action or proceeding whatsoever to enforce its rights under the Leases. All rents, CAM charges, utility charges, tax charges and other reimbursements due landlord under the Leases collected by Seller in cash Purchaser on or after the Closing Date shall first be applied to all amounts due under the Leases at the time of collection for periods from and after the Closing Date (i.e., current rents and any other sums due Purchaser as the current Owner and landlord), next to the actual costs incurred by Purchaser to third parties in collecting these amounts, with the balance (if any) payable to Seller promptly upon receipt for rents and any other sums due prior to the Closing Date, to be applied in reverse chronological order of the date on which same became due. Seller may not bring suit against any such tenant to collect any such sums unless the tenant is a tenant in other shopping centers owned by Seller or an affiliate of Seller, in which case Seller shall be permitted to bring suit against that tenant. In no event shall Seller seek or threaten eviction of any tenant in the Property. Purchaser shall receive a credit against the Purchase Price for pre-paid rentals held by Seller covering the period post-Closing. Advertising or marketing funds collected by Seller prior to Closing, net of expenses not assumed by Purchaser, will be credited against the Purchase Price; accordinglyPrice at Closing. Notwithstanding anything herein to the contrary, Seller shall retain all rights and claims against tenants and former tenants in bankruptcy which are no longer in possession at the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to SellerProperty.

Rents. Rents Rents, additional rents, operating costs, and other income of the Property (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations and all additional charges payable by tenants under the Leases, (collectively, “Rents”other than security deposits) collected by Seller prior to Closing shall be prorated as of from the Closing Date. During the period after Closing, Purchaser shall deliver to Seller Rents accrued but uncollected as of the Closing Date for the three (3) months prior to Closing, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due Tenants for the month of Closing. Purchaser shall also receive a credit against the Purchase Price payable by Purchaser to Seller at Closing for any rents or other sums (not including security deposits) prepaid by the Tenants for any period following the month of Closing, or otherwise, which includes the remainder of the prepaid rent paid by American Male, a Tenant in the Building. Purchaser shall receive a credit against the Purchase Price payable by Seller to Purchaser at Closing for the total sum of all security deposits paid by Tenants under Leases and not theretofore applied to delinquent rent and other charges payable by the applicable Tenant. Seller hereby acknowledges that Purchaser shall not be legally responsible to Seller for the collection of any uncollected rent or other income under any of the Leases that is past due or otherwise due and payable as of the date of Closing, provided, Seller may, with Purchaser’s prior consent, such consent not to be unreasonably withheld, conditioned or delayed, bring a claim against any Tenant who has not paid rent due Seller prior to the date of Closing. Purchaser agrees that if (i) a Tenant is in arrears on the date of Closing in the payment of rent or other charges under such Tenant’s Lease, and (ii) upon Purchaser’s receipt of any rental or other payment from such Tenant, such Tenant is, or after application of a portion of such payment will be, current under such Lease in the payment of all accrued rental and other charges that become due and payable on the date of Closing or thereafter and in the payment of any other obligations of such Tenant to Purchaser, then Purchaser shall refund to Rents Seller, out of and to the extent of the portion of such payment remaining after Purchaser deducts therefrom any and all sums due for periods and owing it from such Tenant from and after the Closing Datedate of Closing, and thereafter an amount up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The full amount of any unapplied security deposits under arrearage existing on the Leases held by Seller in cash at the time date of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to SellerClosing.

Rents. Rents (including, without limitation, estimated pass-through payments, All collected rents and other payments for common area maintenance reconciliations and all additional charges payable by from tenants under the Leases, (collectively, “Rents”) collected by Seller prior to Closing leases shall be prorated between Seller and Buyer as of the day prior to the Closing Date. During Seller shall be entitled to all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges, and other revenue of any kind attributable to any period under the Leases to but not including the Closing Date. Buyer shall be entitled to all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges and other revenue of any kind attributable to any period under the Leases on and after Closing, Purchaser shall deliver to Seller the Closing Date. Rents accrued but uncollected and expense escalations or other reimbursements due landlord under the Leases not collected as of the Closing Date for shall not be prorated at the three (3) months prior to time of Closing, but Buyer shall make a good faith effort to collect the extent subsequently collected by Purchasersame on Seller's behalf and to tender the same to Seller upon receipt (which obligation of Buyer shall survive the Closing and not be merged therein); provided, however, Purchaser shall apply Rents received at that all rents, escalations and other reimbursements due landlord under the Leases collected by Buyer on or after Closing first to payment of Rents due for the month of the Closing, then to Rents due for periods from and after the Closing DateDate shall first be applied to all amounts due under the Leases at the time of collection (i.e., current rents and thereafter up to three sums due Buyer as the current owner and landlord) with the balance (3if any) months of delinquent Rents owed payable to Seller, but only to the extent of amounts delinquent and actually due Seller. Notwithstanding Buyer shall not have an exclusive right to collect the foregoing, “true up” payments received from tenants sums due Seller under the Leases and Seller hereby retains its rights to pursue any tenant under the Leases for sums due Seller for periods attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s 's ownership of the Property; provided, so long as that Seller takes no action that could result shall not disturb a tenant's possessory right in termination of any Lease without its premises. Seller's rights under the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it immediately preceding sentence shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for survive the year of Closing and not be merged therein. Buyer shall receive a credit against the Purchase Price for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The amount of any unapplied security deposits under the Leases pre-paid rentals held by Seller in cash at covering the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other nonperiod post-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to SellerClosing.

Rents. Rents (includingAll fixed rents, without limitationparking fees, estimated pass-through payments, payments for common area maintenance reconciliations administration fees and all additional other charges or amounts paid or payable by tenants under the LeasesLeases or in connection with their use or occupancy of the Property or any service or amenity relating thereto, including water, electricity, gas, sewage or other utilities or pass through fees and charges (whether paid in advance of the date when such payment is due or otherwise) (collectively, “Rents”) collected by ). Seller prior to Closing shall be prorated as of the Closing Date. During the period after Closing, Purchaser shall deliver or provide a credit in an amount equal to Seller all prepaid Rents accrued but uncollected as of the Closing Date for the three (3) months prior to Closing, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due for the month of the Closing, then to Rents due for periods from and after the Closing Date and all Fees and all refundable cash Security Deposits including interest thereon, if any (to the extent the Security Deposits were made by tenants and are not applied or forfeited prior to the Closing Date in accordance with the terms and conditions of the applicable Leases) as set forth in the Rent Roll or otherwise delivered pursuant to a New Lease, to Buyer on the Closing Date. Rents that are delinquent (or payable but unpaid) as of the Closing Date shall not be prorated on the Closing Date. At Closing, Seller shall deliver to Buyer a schedule of all such delinquent or payable but unpaid rent. Buyer shall include such delinquencies (or unpaid amounts) in its normal billing and shall in good faith use commercially reasonable efforts to pursue the collection of such past due Rents for ninety (90) days after the Closing Date (but Buyer shall not be required to litigate or declare a default in any Lease or take any additional actions in connection with the recovery from tenants of such delinquencies or other unpaid amounts). To the extent Buyer receives payment of Rents (or income in connection with other tenant charges) from a tenant on or after the Closing Date, such payments shall be applied (y) first, toward the Rent (or other tenant charges) due to Buyer for the month in which the Closing occurs or for periods following the month in which the Closing occurs and thereafter up (z) second, to three (3) months of any delinquent Rents owed to Seller, with Seller’s share thereof being promptly delivered to Seller. Notwithstanding From and after the foregoingClosing Date, “true up” payments received from Seller may not sue any tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have at the right, after Closing, to proceed against Property or otherwise pursue any tenants at the Property for Rents allocable and hereby waives any right to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease)do so. The amount provisions of any unapplied security deposits under this Section 11.1 shall survive the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to SellerClosing.

Rents. Rents (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations All fixed and all additional charges payable by tenants rentals under the Leases, and other tenant charges. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date (collectively, “Rents”) collected by Seller to the extent not applied or forfeited prior to the Closing shall be prorated as of Date) to Buyer on the Closing Date. During the period after Closing, Purchaser shall deliver to Seller Rents accrued but uncollected which are delinquent as of the Closing Date for the three (3) months prior to Closing, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due for the month of the Closing, then to Rents due for periods from and after not be prorated on the Closing Date, . Buyer shall include such delinquencies in its normal billing and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through the same after the Closing Date (but Buyer shall not be required to litigate or declare a default in any lease). To the extent Buyer receives rents payable by tenants (other than "Additional Amounts", as hereinafter defined) on or after the Closing Date, such payments shall be applied first toward then current rent owed to Buyer in connection with the applicable lease for which such payments are received, and finally toward any excess monies received shall be applied toward the year payment of Closing and any delinquent rents, with Seller's share thereof being promptly delivered to Seller. Buyer may not waive any delinquent rents nor modify a lease so as to reduce or otherwise affect amounts owed thereunder for any delinquent Rents for period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent. Common area charges, taxes, operating expense and other similar expense reimbursement obligations of the three tenants under the Leases, as well as any percentage payable thereunder (3collectively, "Additional Amounts") months shall be prorated effective as of the Closing Date. The parties will finalize such Additional Amounts prorations on the Closing Date or as soon as practicable thereafter (but in any event not later than June 15, 1998). Proration of expense items contained in the calculation of the Additional Amounts shall be made on the basis that Seller shall be entitled to reimbursement of the applicable expenses incurred by Seller (annualized or otherwise appropriately apportioned) prior to the Closing Date. To the extent that, based on such determinations, Seller has received amounts in excess of the amount due Seller, then Seller shall deliver such excess amount to Buyer on the Closing Date (providedor if determined thereafter, howeverthen within 15 days of such determination). To the extent that Seller has received an amount less than the amount so due, that Purchaser Buyer shall have no obligation deliver such shortfall amount to institute legal proceedingsSeller on the Closing Date (or if determined thereafter, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Leasethen within 15 days of such determination). The amount of percentage rent to be allocated to Seller with respect to each Tenant Lease for the lease year (the "Current Lease Year") in which the Closing Date occurs shall be that amount equal to (i) the amount by which (A) the tenant's gross receipts (to the extent taken into account in determining percentage rent under such Tenant Lease) for that portion of such Current Lease Year occurring prior to the Closing Date exceed (B) the "Allocable Base Amount", multiplied by (ii) the percentage specified in such Tenant Lease to be used in determining such tenant's percentage rent for such Current Lease Year. The "Allocable Base Amount" means that portion of the "Base Amount" for such Current Lease Year determined by multiplying such Base Amount for the entire Current Lease Year by a fraction, the numerator of which is the number of days in such Current Lease Year occurring prior to the Closing Date and the denominator of which is the number of days of such Current Lease Year. "Base Amount" is the amount specified in each Tenant Lease for such Current Lease Year that must be exceeded by the sales of the tenant during such Current Lease Year before such tenant shall be obligated thereunder to pay percentage rent for such Current Lease Year. Buyer shall not be obligated to pay or credit Seller any unapplied security deposits under sum on account of the Leases held proration of percentage rent as aforesaid unless and until the percentage rent to be prorated as aforesaid shall be received by Buyer. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents, Additional Amounts and any other amounts to Buyer. Prior to exercising any such remedies, Buyer shall reasonably cooperate with Seller in cash at any collection efforts hereunder (but shall not be require to litigate or declare a default in any lease). With respect to delinquent rents, Additional Amounts and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the time Property as of the Closing shall be credited against the Purchase Price; accordinglyDate, Seller shall retain the actual cash depositsall rights relating thereto. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to Seller.(c)

Rents. Rents (includingb)Supplementing subsection (a) above, without limitationadditional or escalation rent based upon: (x) a percentage of sales or (y) tenant’s share of real estate taxes, estimated pass-through paymentsoperating expenses (including insurance), payments for common area maintenance reconciliations and all additional charges payable by tenants under the Leaseslabor costs, costs of living indices or xxxxxx’x wages (collectively, “RentsOverage Rent”) collected by Seller prior to Closing shall be prorated adjusted and pro-rated, subject to subsection (iv) below, on an if, as of the Closing Dateand when collected basis. During the period after Closing, Purchaser The following shall deliver to Seller Rents accrued but uncollected as of the Closing Date for the three (3) months prior to Closing, apply to the extent subsequently collected by Purchaser; providedOverage Rent is billed on the basis of Sellers’ estimates or an annual budget, howeverwhich is subject to subsequent reconciliation and readjustment with each such tenant at the end of the applicable year: Notwithstanding anything to the contrary contained herein, Purchaser Sellers shall apply Rents received at or after Closing first to payment of Rents due be responsible for the month reconciliation of the Closing, then to Rents due Overage Rent paid by the tenants for periods from calendar year 2015 in the ordinary course of their business and after the Closing Date, and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments there shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable no credit or charge to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of Purchaser for any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretionsuch amounts. Purchaser agrees that it shall use commercially reasonable efforts to collect any Overage Rent attributable to calendar year 2015 after Sellers deliver the 2015 reconciliations to the tenants and to Purchaser. Within ninety (90) days following the Closing Date, Sellers shall provide Purchaser with a reconciliation statement for the portion of the 2016 calendar year up until the Closing Date, with all pass-through rents payable necessary supporting documentation, as to the Overage Rent paid by the tenants for such period. Such reconciliation statement shall indicate any difference between the year Overage Rent paid by the tenants (based on each Seller’s annual 2016 budget for real estate taxes and operating expenses) and the amount that should have been paid by the tenants through the Closing Date (based on the actual expenses covering such time period); If Sellers have collected more on account of such Overage Rent than such actual amount for such time period (with it being acknowledged that such calculation shall be made only with respect to actually collected Overage Rent sums for such time period, and not any such sums that may be so receivable from tenants), then the amount of such difference shall be paid to Purchaser; If Sellers have collected less from the tenants for Overage Rents than the actual amounts for such time period, then the amount of such under-collected Overage Rents shall be paid and delivered to Sellers if, as and when collected. If, on the Closing and for Date, there are any delinquent unpaid Overage Rents for the three month of Closing (3or other period during which the Closing Date occurs) or past due Overage Rents owing by any tenants for any prior period, Overage Rents collected by Purchaser after the Closing Date from such tenants will be applied first, to the actual out-of-pocket third party costs incurred by Purchaser in collecting such past due Rents; second, to the month of Closing; third to amounts due Purchaser for periods following the month in which the Closing occurred; and fourth, to amounts due Sellers for the months prior to the month in which the Closing (provided, however, that occurred. Purchaser shall have no obligation to institute legal proceedings, including an action be solely responsible for unlawful detainer, against a tenant owing delinquent Rents or to terminate performing any Lease). The amount of any unapplied security deposits Overage Rent reconciliations with tenants under the Leases held with respect to the entire calendar year in which the Closing occurs. Purchaser shall include in any Operating Expense reconciliations with the tenants under the Leases copies of any applicable billing statements and invoice back-up provided by Seller Sellers for operating expenses incurred by Sellers during the period of Sellers’ ownership of the Properties, and shall use commercially reasonable efforts to collect from tenants all amounts due to each Seller; Notwithstanding anything in cash at this Section 11.3(b) to the time of Closing contrary, the recoveries and expenses for any Overage Rent for tenants that pay Overage Rent on an annual basis shall be credited against prorated on an accrual basis as of Closing; and Any prorations relating to Overage Rent proposed by either party shall be subject to the Purchase Price; accordinglyother party’s review and reasonable approval. Upon written request of either party to the other delivered on or before the earlier of December 30, Seller 2016 and the date that is twelve (12) months after Closing, Overage Rent shall retain the actual cash deposits. If any deposits are in the form be reprorated as of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to SellerClosing.”

Rents. Rents (including, without limitation, estimated pass-through payments, All collected rents and other payments for common area maintenance reconciliations and all additional charges payable by from tenants under the Leases, (collectively, “Rents”) collected by Seller prior to Closing leases shall be prorated between Contributor and Beacon as of the day prior to the Closing Date. During Contributor shall be entitled to all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges, and other revenue of any kind attributable to any period under the Leases prior to but not including the Closing Date. Beacon shall be entitled to all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges and other revenue of any kind attributable to any period under the Leases on and after Closing, Purchaser shall deliver to Seller the Closing Date. Rents accrued but uncollected and expense escalations or other reimbursements due landlord under the Leases not collected as of the Closing Date for shall not be prorated at the three (3) months prior to time of Closing, but Beacon shall make a good faith effort to collect the same on Contributor's behalf and to tender the same to Contributor upon receipt (which obligation of Beacon shall survive the Closing and not be merged therein); PROVIDED, HOWEVER, that all rents, escalations and other reimbursements due landlord under the Leases collected by Beacon on or after the Closing Date shall first be applied to all amounts due under the Leases at the time of collection for post-Closing periods (I.E., current rents and sums due Beacon as the current owner and landlord) with the balance (if any) payable to Contributor, but only to the extent subsequently collected by Purchaser; provided, however, Purchaser of amounts delinquent and actually due Contributor. Beacon shall apply Rents received at or after Closing first not have an exclusive right to payment of Rents collect the sums due Contributor under the Leases and Contributor hereby retains its rights to pursue any tenant under the Leases for the month of the Closing, then to Rents sums due Contributor for periods from and after the Closing Date, and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s Contributor's ownership of the Property; PROVIDED, so long as Seller takes no action HOWEVER, that could result in Contributor shall not be permitted to commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or the termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretionunderlying lease. Purchaser agrees that it Contributor's rights under the immediately preceding sentence shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for survive the year of Closing and not be merged therein. Beacon shall receive a credit against the Consideration for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The amount of any unapplied security deposits under the Leases pre-paid rentals held by Seller in cash at Contributor covering the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other nonperiod post-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to SellerClosing.

Rents. Rents (includingshall be apportioned as and when collected and paid to Transferor or Transferee, without limitationas applicable, estimated pass-through payments, payments for common area maintenance reconciliations and all additional charges payable by tenants under the Leases, (collectively, “Rents”) as provided in this Article VI. Any Rents collected by Seller the Joint Venture (which, for purposes of this Section 6.01, shall include Rents collected by any property manager or other agent acting for the Joint Venture) subsequent to the Closing (whether due and payable prior to Closing or subsequent to the Adjustment Point) shall be prorated adjusted as of the Closing Date. During the period after ClosingAdjustment Point, Purchaser shall deliver and any portion thereof properly allocable to Seller Rents accrued but uncollected as of the Closing Date for the three (3) months periods prior to Closingthe Adjustment Point, to the extent subsequently collected by Purchaser; providednet of costs of collection properly allocable thereto, howeverif any, Purchaser shall apply Rents received at or after Closing first to payment of Rents due for the month of the Closing, then to Rents due for periods from and after the Closing Date, and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser paid by Transferees to Transferors (pro rata in accordance with their respective period Percentage Interests) after the Closing Date not less than 30 days after the close of ownership as set forth the month in which such amount was received by the Joint Venture, but subject to the further provisions of this Section 4.2.5 below6.01 in the case of Rents due prior to the Adjustment Point. Seller If prior to the Closing the Joint Venture shall have collected, or if subsequent to the rightClosing either Transferor shall collect, after Closingany Rents (which, for the purposes of this Section 6.01, shall include Rents collected by any Managing Agent or other agent acting directly or indirectly for Transferors) which are properly allocable in whole or in part to proceed against tenants for Rents periods subsequent to the Adjustment Point, the portion thereof so allocable to periods subsequent to the period Adjustment Point, net of Seller’s ownership costs of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interestcollection properly allocable thereto, if any, shall be credited to Transferees by Transferors at the Closing or, if collected after the Closing, promptly remitted by the Transferor collecting the same to Transferees. As used in this Section 6.01 the term "costs of collection" shall mean and include reasonable attorneys' fees and other costs incurred by the Joint Venture, Transferees or Transferors in collecting any Rents, but shall not include the regular fees payable to any such deposit at Closing at no cost to Sellerproperty manager for the Mall, the payroll costs of any employees or any other internal costs or overhead of Transferors, Transferees or their respective Affiliates.

Rents. Rents All non-delinquent rents (includingincluding all accrued tax, without limitationutility, estimated insurance and operating expense pass-through paymentsthroughs), payments for common area maintenance reconciliations charges and all additional charges payable by tenants under revenue of any kind actually received from the Leases, (collectively, “Rents”) collected by Seller prior to Closing shall be prorated as of the Closing Date. During the period after Closing, Purchaser shall deliver to Seller Rents accrued but uncollected as of the Closing Date for the three (3) months prior to Closing, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due Cargill Lease for the month of Closing will be prorated at Closing. Seller will receive all rents (including all accrued tax, utility and operating expense pass-throughs), charges and other revenue of any kind received from the Cargill Lease up to, but not including, the Closing, then . No proration will be made with respect to Rents due any delinquent rents of any kind receivable from the Cargill Lease for periods from and any period before Closing. All amounts collected by Buyer subsequent to Closing relating to delinquent rents will be promptly remitted to Seller; provided that all rents received by Buyer after Closing will be applied first to the rental period in which the Closing Dateoccurred, second to any current rental period following the Closing and thereafter up third to three satisfy delinquent rental obligations for any period before Closing not prorated at Closing. Seller will retain all ownership rights relating to any such delinquent rents, however in no event may Seller take any action against the tenant under the Cargill Lease or any other person liable for such delinquent rents. In consideration for such waiver by Seller, Buyer covenants for a period of four (34) months to include in its regular monthly billing to the tenant under the Cargill Lease a request for payment of any delinquent Rents owed amounts owing to Seller. Notwithstanding the foregoing, if any of such operating expenses and other charges and expenses are payable by the tenant under the Cargill Lease (collectively, the “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments Tenant Charges“) on an estimated basis, then the Tenant Charges shall be allocated between reconciled against actual charges and expenses as of and at the Closing, to the extent then possible, and Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 belowshall provide a proposed reconciliation for Buyer’s approval. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the a period of Seller’s ownership ninety (90) days following the Closing to provide Buyer with a final reconciliation of Tenant Charges (including all backup and supporting evidence of actual costs versus estimated payment received from the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Leasetenant). The amount of any unapplied security deposits under If the Leases held by final reconciliation shows that Seller in cash at the time of Closing shall be credited against the Purchase Price; accordinglyowes Buyer additional sums, Seller shall retain deliver such amount to Buyer within ten (10) days after the actual cash depositsdelivery of the final reconciliation of the Tenant Charges. If the final reconciliation shows that the tenant under the Cargill Lease owes Seller additional sums, Buyer shall pay such amount to Seller within ten (10) days after Buyer’s receipt of such amounts from the tenant under the Cargill Lease. Other than as set forth above, there shall not be any deposits are in further reconciliation of such Tenant Charges after the form final reconciliation thereof, the proration of a letter such Tenant Charges pursuant to the final reconciliation being conclusively presumed to be accurate. After the Closing but subject to the foregoing obligations of credit or other non-cash securitySeller and Buyer, Buyer shall be solely liable and responsible to the tenant under the Cargill Lease for such reconciliation of Tenant Charges under the Cargill Lease. The foregoing covenants made by Buyer and Seller shall assign Seller’s interest, if any, in and with respect to any such deposit at Closing at no cost to Sellerthe final reconciliation of the Tenant Charges survives the Closing.

Rents. Rents (includingAll collected rents and other payments from tenants under the leases shall be prorated between Seller and Buyer as of the day prior to the Closing Date in accordance with the proration principles set forth in this Article 5. As used herein, without limitationthe term "Revenue" shall include base rent, estimated minimum rent, fixed rent, percentage rent, additional rent, expense reimbursements, operating cost pass-through paymentsthroughs, payments for utility charges, common area maintenance reconciliations charges, administrative charges, reimbursements for property taxes and all additional assessments, insurance charges and any other sums or charges payable by tenants to Seller under the Leases, (collectively, “Rents”) collected by Leases and the REA's. Seller prior to Closing shall be prorated as of entitled to all Revenue attributable to any period under the Leases and REA's to but not including the Closing Date. During Buyer shall be entitled to all Revenue attributable to any period under the period Leases and REA's on and after Closing, Purchaser shall deliver the Closing Date. Revenue due to Seller Rents accrued but uncollected and not collected as of the Closing Date for shall not be prorated at the three (3) months prior to time of Closing, but Buyer shall make a good faith effort for one year after Closing to collect the extent subsequently collected by Purchasersame on Seller's behalf and to tender the same to Seller upon receipt (which obligation of Buyer shall survive the Closing and not be merged therein); provided, however, Purchaser shall apply Rents received at that all Revenue collected by Buyer on or after the Closing Date shall first be applied to payment all amounts due under the Leases or REA's as the case may be, at the time of Rents collection (i.e., current rents and sums due Buyer as the current owner and landlord) with the balance (if any) payable to Seller, but only to the extent of amounts delinquent and actually due Seller and after deducting Buyer's reasonable collection expense. Buyer shall have the exclusive right and obligation to collect the sums due Seller under the Leases for the month of the six (6) months following Closing, then but Seller hereby retains its rights to Rents due for periods pursue any tenant under any lease which has been terminated and under which the tenant has vacated its premises prior to Closing, or any other lease from and after the Closing Date, and thereafter up to three date that is six (36) months of delinquent Rents owed after Closing for sums due Seller for periods attributable to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s 's ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (; provided, however, that Purchaser Seller shall have no obligation not be permitted to institute commence or pursue any legal proceedings, including an action for unlawful detainer, proceedings against a any tenant owing delinquent Rents seeking eviction of such tenant or to terminate any Lease)the termination of the underlying lease. The amount of any unapplied security deposits Seller's rights under the Leases held by Seller in cash at immediately preceding sentence shall survive the time of Closing and not be merged therein. Buyer shall be credited receive a credit against the Purchase Price; accordingly, Seller shall retain Price for pre-paid Revenue covering the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in period on and to any such deposit at Closing at no cost to Sellerafter Closing.

Rents. Rents (includingAs additional and collateral security for the payment of the Debt and cumulative of any and all rights and remedies herein provided for, Mortgagor hereby absolutely and presently assigns to Mortgagee all existing and future Rents, if any, with respect to the Mortgaged Property. Mortgagor hereby grants to Mortgagee the sole, exclusive and immediate right, without limitationtaking possession of the Mortgaged Property, estimated pass-through paymentsto demand, payments collect (by suit or otherwise), receive and give valid and sufficient receipts for common area maintenance reconciliations any and all additional charges payable by tenants under the Leasesof said Rents, for which purpose Mortgagor does hereby irrevocably make, constitute and appoint Mortgagee its attorney-in-fact with full power to appoint substitutes or a trustee to accomplish such purpose (collectively, “Rents”) collected by Seller prior to Closing which power of attorney shall be prorated irrevocable so long as any portion of the Closing Date. During Debt is outstanding, shall be deemed to be coupled with an interest, shall survive the period after Closing, Purchaser voluntary or involuntary dissolution of Mortgagor and shall deliver to Seller Rents accrued but uncollected as of the Closing Date for the three (3) months prior to Closing, not be affected by any disability or incapacity suffered by Mortgagor subsequent to the extent subsequently collected by Purchaserdate hereof); provided, however, Purchaser that Mortgagee shall apply only exercise such power-of-attorney during the continuance of an Event of Default. Mortgagee shall be without liability for any loss that may arise from a failure or inability to collect Rents, proceeds or other payments. However, until the occurrence of a default under this Mortgage that has not been cured within any applicable grace or cure period, Mortgagor shall have a license to collect, receive, use and enjoy the Rents received at when due and prepayments thereof for not more than one (1) month prior to due date thereof. Upon the occurrence of a default hereunder that has not been cured within any applicable grace or after Closing first cure period, Mortgagor's license shall automatically terminate without notice to payment of Rents due for the month Mortgagor and Mortgagee may thereafter, without taking possession of the ClosingMortgaged Property, then to collect the Rents due for periods from itself or by an agent or receiver. From and after the Closing Date, and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to Seller.license,

Rents. Rents (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations and all additional charges payable by tenants under the Leases, including insurance (collectively, “Rents”) )), collected by Seller prior to Closing shall be prorated as of the applicable Closing Date; provided, however, that any credit received by Purchaser in connection with prepaid Rents attributable to the period following the Closing shall be net of management fees which are due Seller for periods prior to Closing. During the period after Closing, Purchaser shall deliver to Seller any and all Rents accrued but uncollected as of the applicable Closing Date for the three (3) months prior to Closing, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due for the month of the Closing, current Rent then to Rents due for periods from and after the Closing Datedue, and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, (other than “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between among Seller and Purchaser pro rata in accordance with their respective period of ownership as set forth in Section 4.2.5 below). Seller may not, without Purchaser’s prior written consent, which consent shall have not be unreasonably withheld, conditioned or delayed, commence any lawsuit against any tenant after the right, after date of this Agreement and/or the Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that after delivery to Purchaser shall have no obligation by Seller of: (i) a Tenant Litigation Indemnity (as hereinafter defined), and (ii) a written explanation of the alleged dispute between Seller and the tenant, Seller may, without Purchaser’s prior written consent, commence a lawsuit against any tenant to institute legal proceedings, including an action for unlawful detainer, against a tenant owing collect delinquent Rents or due Seller with respect to terminate any Lease). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing period prior to Closing. Notwithstanding the foregoing, Seller agrees that any such lawsuit shall be credited limited to a money damages claim against the Purchase Price; accordinglyapplicable tenant to collect delinquent Rents, and in no event shall Seller shall retain seek the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to Seller.termination

Rents. Rents (including, without limitation, estimated pass-through payments, All rents and other payments for common area maintenance reconciliations and all additional charges payable by from tenants under the Leases, (collectively, “Rents”) collected by Seller prior to Closing Space Leases affecting the Specified Assets or Operating Partnership's or its Affiliate's interest in the Joint Venture Owned Property shall be prorated between the applicable Property Owner and the applicable Transferee as of 11:59 p.m. on the day immediately preceding the Specified Assets Closing Date. Each Property Owner shall be entitled to all rents, charges, and other revenue of any kind attributable to any period under the Leases affecting its Specified Assets to, but not including, the Specified Assets Closing Date. Each Transferee of a Fee Owned Property shall be entitled to all rents, charges and other revenue of any kind attributable to any period under the Leases affecting its Specified Assets on and after the Specified Assets Closing Date. The Joint Venture Interest Owner and the Transferee thereof shall prorate such rent, charges and other revenue attributable to the Joint Venture Owned Property on a similar basis in accordance with their interests. Rents or other reimbursements due landlord under the Leases affecting Specified Assets not collected as of the Specified Assets Closing Date. During Date shall not be prorated at the period after time of the Specified Assets Closing, Purchaser but each applicable Transferee shall deliver make a good faith effort (which shall not include bringing legal action against a tenant) to Seller Rents accrued but uncollected as collect the same on the applicable Seller's behalf and to tender the same to Operating Partnership upon receipt (which obligation of such Transferee shall survive the Specified Assets Closing Date and not be merged therein for the three a period of four (34) months prior to Closing, to the extent subsequently collected by Purchasermonths); provided, however, Purchaser shall apply Rents received at that all rents, escalations and other reimbursements due landlord under the Leases affecting its Specified Assets collected by a Transferee on or after Closing first to payment of Rents due for the month of the Closing, then to Rents due for periods from and after the Specified Assets Closing Date, less the reasonable costs of collection, shall first be applied to all amounts due under the Leases affecting its Specified Assets at the time of collection (i.e., current rents and thereafter up sums due such Transferee as the current owner and landlord) with the balance (if any) payable to three (3) months Operating Partnership, but only to the extent of amounts delinquent Rents owed and actually due to SellerOperating Partnership. Notwithstanding The owner of the foregoing, “true up” payments received from tenants attributable to Joint Venture Interest and the Transferee thereof shall treat rents and other reimbursements due landlord under the Leases affecting the Joint Venture Owned Property on a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser similar basis in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to Sellerinterests.

Rents. Rents (including, without limitation, estimated pass-through payments, All collected rents and other payments for common area maintenance reconciliations and all additional charges payable by from tenants under the Leases, (collectively, “Rents”) collected by Seller prior to Closing leases of the Facilities shall be prorated between Prudential and Meridian as of the Closing day prior to the Adjustment Date. During Prudential shall be entitled to all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges, and other revenue of any kind attributable to any period under the Leases to but not including the Adjustment Date. Meridian shall be entitled to all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges and other revenue of any kind attributable to any period under the Leases on and after Closing, Purchaser shall deliver to Seller the Adjustment Date. Rents accrued but uncollected and expense escalations or other reimbursements due landlord under the Leases not collected as of the Closing Date for shall not be prorated at the three (3) months prior to time of Closing, but Meridian shall make a good faith effort to collect the extent subsequently collected by Purchasersame on Prudential's behalf and to tender the same to Prudential upon receipt (which obligation of Meridian shall survive the Closing and not be merged therein); provided, however, Purchaser shall apply Rents received at that all rents, escalations and other reimbursements due landlord under the Leases collected by Meridian on or after Closing first to payment of Rents due for the month of the Closing, then to Rents due for periods from and after the Closing DateDate shall first be applied to all amounts due under the Leases at the time of collection (i.e., current rents and thereafter up sums due Meridian as the current owner and landlord) with the balance (if any) payable to three (3) months Prudential, but only to the extent of amounts delinquent Rents owed and actually due Prudential. Meridian shall not have an exclusive right to Seller. Notwithstanding collect the foregoing, “true up” payments received from tenants sums due Prudential under the Leases and Prudential hereby retains its rights to pursue any tenant under the Leases for sums due Prudential for periods attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s Prudential's ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (Facilities; provided, however, that Purchaser Prudential shall have no obligation not be permitted to institute commence or pursue any legal proceedings, including an action for unlawful detainer, proceedings against a any tenant owing delinquent Rents seeking eviction of such tenant or to terminate any Lease)the termination of the underlying lease. The amount of any unapplied security deposits Prudential's rights under the Leases held by Seller in cash at immediately preceding sentence shall survive the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to Seller.not be

Rents. Rents (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations All fixed and all additional charges payable by tenants rentals under the LeasesTenant Leases (including gross-up amounts for excise taxes), refundable security deposits (collectively, “Rents”except as hereinafter provided) collected by Seller prior to Closing and other tenant charges shall be prorated as between Buyer and Seller, Seller being charged and credited for all of the same allocable to the period up to the Closing Date and Buyer being charged and credited for all of the same allocable to the period from and after the Closing Date. During Seller shall be entitled to retain all paid rent and other items allocable to the period after prior to the Closing, Purchaser . Seller shall deliver or provide a credit in an amount equal to Seller Rents accrued but uncollected as of the Closing Date for the three (3) months prior to Closing, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due for the month of the Closing, then to Rents due all prepaid rentals for periods from and after the Closing Date and all refundable cash security deposits listed on Exhibit K which are not applied or forfeited prior to the Closing Date pursuant to the Tenant Leases to Buyer on the Closing Date. Except for any Government Tenant (defined herein below), rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date. Buyer shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default under any Tenant Lease). To the extent Buyer receives rents (or income in connection with other tenant charges) on or after the Closing Date, such payments shall be applied first toward the rent (or other tenant charge) owed to Buyer in connection with the Tenant Leases for which such payment are received, then for rent (or other tenant charges) for the month in which the Closing occurs, and thereafter up then to three any delinquent rents (3or other tenant charges) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts share thereof being promptly delivered to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (Seller; provided, however, that Purchaser any year-end or similar reconciliation payment shall have no obligation be allocated in accordance with the charges (and in the case of tenant reimbursements, the underlying expenses) in Seller’s and Buyer’s respective periods of ownership. Buyer may not waive any delinquent rents nor modify any Tenant Lease after the Closing Date so as to institute legal proceedings, including an action reduce or otherwise affect amounts owed thereunder for unlawful detainer, any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent. Seller hereby reserves the right to pursue any remedy against a any tenant owing delinquent Rents rents and any other amounts owing to Seller for which Seller did not receive a credit at Closing (but shall not be entitled to terminate such Tenant Lease or such tenant’s right to possession); provided however (x) in no event shall Seller have the right to pursue any remedy against Whole Foods or Long’s Drugs (CVS) (but Seller shall have the right to contact such tenants to demand payment of delinquent amounts); and (y) with respect to any tenants for whom Seller seeks amounts due it that Seller is allowed to pursue hereunder, Seller shall first provide written notice to Buyer that it intends to collect such amounts (a “Collection Notice”), in which event the Buyer shall have thirty (30) days after receipt of such Collection Notice to collect such amounts in the ordinary course of its business. In the event the amounts pursuant to a Collection Notice are not fully collected within thirty (30) days after Buyer’s receipt of such Collection Notice, Seller may pursue remedies for such sums due it from tenants, provided Seller shall not attempt to terminate any Lease or evict any Tenant. Buyer shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be required to litigate or declare a default under any Tenant Lease). The amount With respect to delinquent rents and any other amounts or other rights of any unapplied security deposits under kind respecting tenants who are no longer tenants of the Leases held by Seller in cash at Property as of the time of Closing shall be credited against the Purchase Price; accordinglyDate, Seller shall retain all rights relating thereto. With respect to any government tenant under a Tenant Lease that customarily pays rent one (1) months in arrears (a “Government Tenant”), Buyer and Seller acknowledge and agree that amounts received after the actual cash deposits. If Closing Date from such Government Tenant shall first be applied to rent (and other tenant charges) due for the month in which Closing occurs, then for any deposits are in the form of a letter of credit delinquent rents (or other non-cash securitytenant charges) owed to Seller in an total amount not to exceed one (1) month of rent, Seller shall assign Seller’s interest, if any, in then to Buyer for all current rent (and to any such deposit at Closing at no cost to Sellerother tenant charges) due Buyer.

Rents. Rents shall be prorated between Buyer and Seller as of the Adjustment Time, when, as and if collected. Seller shall be entitled to all Rents under Leases attributable to the period prior to the Adjustment Time and Buyer shall be entitled to all Rents under Leases attributable to the period from and after the Adjustment Time. The amount of any Rents under Leases collected by Seller prior to the Adjustment Time and applicable to the period from and after the Adjustment Time shall be credited to Buyer at the Closing. The first monies collected on account of the Rents after the Adjustment Time shall be successively applied to the payment of (a) first, Rent due and payable in the month in which the Closing occurs, (b) second, Rent due and payable in the months succeeding the month in which the Closing occurs, up to and including the month in which payment is made, and (c) third, Rent due and payable in the months preceding the month in which the Closing occurs, if any. Seller and Buyer shall promptly account to the other party for any Rents received after Closing to which the other party would be entitled under this Section 6.9.2. As used herein, "Delinquent Rents" means Rents which are due and payable prior to or on the day of the Closing or otherwise relate to pre-Closing periods (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations and all additional charges payable by tenants under the Leases, (collectively, “Rents”utility charges) but which have not actually been collected by Seller prior to Closing shall be prorated as of the day of the Closing. Seller's account shall not be credited at the Closing Datefor any Delinquent Rents but Seller shall retain all right, title and interest to any Delinquent Rents and Buyer shall have no rights to any Delinquent Rents except as expressly provided in this Section 6.9.2. During Commencing as of sixty one (61) days after the period after ClosingClosing Date with respect to any tenants still in residence at the Property, Purchaser shall deliver to Seller Rents accrued but uncollected and commencing as of the Closing Date for with respect to any tenants no longer in residence at the three Property, Seller shall be entitled to institute legal proceedings and otherwise attempt to collect any Delinquent Rents (3) months prior but without seeking to Closing, evict the tenant or otherwise unreasonably interfering with Buyer’s operation of the Property). Notwithstanding anything to the extent subsequently collected by Purchaser; providedcontrary herein, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due for the month of the Closing, then to Rents due for periods from and within ninety (90) days after the Closing Date, and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between all reimbursable utility bills for utility charges incurred by Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. reimbursable to Seller shall have from the right, after Closing, to proceed against tenants under the Leases for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months periods prior to Closing (provided“RUBS”), howeverif received by Buyer, that Purchaser shall be remitted by Buyer to Seller; thereafter, Buyer shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or remit RUBS income to terminate any Lease)Seller. The amount of any unapplied security deposits under Any leasing commissions with respect to the Leases held by Seller in cash at entered into prior to the time of Closing Date shall be credited against the Purchase Price; accordinglysole responsibility of Seller, Seller and shall retain the actual cash deposits. If any deposits are in the form of a letter of credit be paid or other non-cash security, Seller shall assign Seller’s interest, if any, in and discharged fully at or prior to any such deposit at Closing at no cost to SellerClosing.

Rents. Rents (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations and all additional charges payable by tenants under the Leases, (collectively, “"Rents”")) actually collected by Seller prior to Closing shall be prorated as of the Closing Date. During the period after Closing, Purchaser shall shall, within five (5) business days following receipt, deliver to Seller any and all Rents accrued but uncollected as of the Closing Date for the three (3) months prior to Closing, to the extent subsequently collected by Purchaser; provided, however, (a) Purchaser shall apply Rents received at or after Closing first to current Rent then due, then to payment of Rents Rent due for the month of the Closing, then to Rents due for periods from and after the Closing Date, and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoingin reverse order of maturity (i.e., “"newest” delinquencies paid first); and (b) "true up” " payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall not be allocated between subject to such priority allocation (as long as identifiable as such a payment and not as a payment of base rent) and instead shall be allocated, upon receipt, among Seller and Purchaser pro rata in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the no right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s 's ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts bill and attempt to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, howeverxxwever, that Purchaser shall have no obligation to expend any money, engage a collection agency, or to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any LeaseRents). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any security deposits are in the form of a letter of credit or other non-cash securitycredit, Seller shall assign (to the extent such letter of credit is assignable) its interest in the letter of credit to Purchaser and deliver the original letter of credit to Purchaser at Closing and the parties shall execute and deliver any applicable transfer form in connection therewith and Seller shall cooperate with Purchaser in good faith to endeavor to effectuate transfers of all such letters of credit in favor of Purchaser on the Closing Date or as soon as practicable thereafter. If, after the Closing Date, but before any letter of credit has been assigned/re-issued to Purchaser as the beneficiary thereunder, a letter of credit needs to be drawn down upon, Purchaser shall prepare documents for signature by Seller and Seller shall execute such documents required to effectuate such drawdown. Seller shall incur no liability whatsoever as a result of executing such documents, effectuating such drawdown and/or the presentation of the letter of credit for drawdown. Purchaser shall indemnify, defend and hold Seller from any and all losses, costs, liens, claims, causes of action, liability, damages and expenses (including, without limitation, court costs and reasonable attorneys' fees) incurred in connection with or arising in any way from Seller’s interestexecution of such documents, if anyeffectuating such drawdown and/or the presentation of the letter of credit for drawdown. All costs to assign such letter of credit shall, in and to any such deposit at Closing at no cost to unless payable by the tenant, be borne by Seller. This provision shall survive the Closing.

Rents. All collected Rents shall be prorated between Seller and Buyer as of 12:01 a.m. on the Closing Date. Seller shall be entitled to all Rents attributable to the period up to but not including the Closing Date. Buyer shall be entitled to all Rents attributable to any period on and after the Closing Date. Rents not collected as of the Closing Date (including percentage rents) shall not be prorated at the time of Closing. After Closing, Buyer shall make a good faith effort for a period not less than twelve (12) months to collect any Rents not collected as of the Closing Date on Seller's behalf and to tender the same (or Seller's share thereof computed in accordance with the provisions of this Agreement) to Seller upon receipt, net of any adjustments due to Buyer (which obligation of Buyer shall survive the Closing and not be merged therein); provided, however, that all Rents collected by Buyer on or after the Closing Date shall first be applied to all amounts due under the Leases at the time of collection (i.e., current Rents and sums due Buyer as the current owner and landlord) with the balance (if any) payable to Seller, but only to the extent of amounts delinquent and actually due Seller. Seller agrees that the invoicing of delinquent tenants on a monthly basis shall constitute a good faith effort and Buyer shall not be obligated to enforce its rights under the Leases, or threaten such enforcement, or to bring any proceedings in a court of law or equity. Buyer shall not have an exclusive right to collect the sums due Seller under the Leases, and Seller hereby retains its rights to pursue any tenant under the Leases for sums due Seller for periods attributable to Seller's ownership of the Property (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations and all additional charges payable by tenants under the Leases, (collectively, “Rents”) collected by Seller any percentage rent that may be due with respect to any period of time prior to Closing Closing, regardless of when the same is to be paid to the owner of the Property pursuant to the terms of the applicable Lease); provided, however, that Seller (i) shall be prorated as required to notify Buyer 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 Closing Date. During the period after Closing, Purchaser shall deliver to Seller Rents accrued but uncollected as of the Closing Date for the date which is three (3) months after Closing and shall commence such proceeding, if at all, prior to Closing, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment 1st anniversary of Rents due for the month of the Closing, then to Rents due for periods from and after the Closing Date, ; and thereafter up (iii) shall not be permitted to three (3) months commence or pursue any legal proceedings against any tenant seeking eviction of delinquent Rents owed to Seller. Notwithstanding such tenant or the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership termination of the Property, so long as Seller takes no action that could result in termination underlying lease. The terms of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it immediately preceding sentence shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for survive the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall not be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to Sellermerged therein.

Rents. Rents (includingCurrent and advance rentals; operating expenses, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations real estate tax and all additional insurance escalations and adjustments and other charges payable by tenants the tenant under the Leases, Tenant Lease (collectively, “Rents”"Expense Contributions"); utility charges and deposits made by Seller with respect to utilities; and all other items of accrued or prepaid income and expenses (except delinquent rents) collected shall be prorated on an accrual basis up to and including the Proration Date on the basis of the most recent ascertainable amounts of or other reliable information in respect to each such item of income and expense. When actual Expense Contributions for the year in which Closing occurs are known, Purchaser shall bill the tenant for the additional amount, if any, owed by xx as a result of non-payment or underpayment of the tenant's share of Expense Contributions for the year to which such Expense Contributions apply under the Tenant Lease. Upon collection of such amounts, the same shall be prorated between Seller and Purchaser, and Purchaser shall pay Seller all amounts due Seller for the period prior to the Proration Date. The amount of any refund or credit to the tenant as a result of collection by Seller prior to the Closing Date of payments by the tenant for Expense Contributions which exceed the actual amount of such Expense Contributions owed by the tenant for the period prior to the Closing Date shall be paid to Purchaser as soon as reasonably practical after such Expense Contributions are known. Until but not after the first anniversary of the Closing, Seller shall have the right to inspect the books and records of the Property to verify that Purchaser is remitting to Seller all amounts to be remitted to Seller according to the terms of this Agreement, and for any other purpose related to Seller's prior ownership of the Property. Notwithstanding the foregoing, if the amounts to be prorated hereunder can be established with certainty at Closing, the appropriate party shall receive credit therefor at Closing, which credit shall be final and in lieu of any proration contemplated hereby. The parties agree that any re-adjustment of the items referenced in this Section 6.5 shall occur within two years after the Closing Date; if not re-adjusted prior to the date two years after the Closing Date, no further re-adjustment thereof shall be thereafter made. All basic rent and other amounts payable by the tenant to landlord under the Tenant Lease will be prorated as of the Closing Proration Date. During In the period after Closing, Purchaser shall deliver to Seller Rents accrued but uncollected as of event that on the Closing Date for the three (3) months prior to Closing, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due for the month of the Closing, then to Rents due for periods from and after the Closing Date, and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to Seller.is delinquent

Rents. Rents (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations All rents and all additional charges payable by tenants utility reimbursements under the Leases, Tenant Leases (collectively, “Rents”except as hereinafter provided) collected by Seller prior to Closing shall be prorated as of between Buyer and Seller. Seller shall be entitled to retain all paid rent, utility reimbursements and other items allocable to the period prior to the Closing, and Buyer shall be entitled to retain all rent, utility reimbursements and other items allocable to the period from and after the Closing Date. During the period after Closing, Purchaser Seller shall deliver or provide a credit against the Purchase Price in an amount equal to Seller Rents accrued but uncollected as of the Closing Date for the three (3) months prior to Closing, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due for the month of the Closing, then to Rents due all prepaid rentals for periods from and after the Closing Date and all refundable security or pet deposits (to the extent the foregoing were made by tenants under the Tenant Leases and are not applied or forfeited prior to the Closing Date, ) to Buyer on the Closing Date. Rents and thereafter up to utility reimbursements which are delinquent as of the Closing Date shall not be prorated on the Closing Date. Buyer shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date for a period of three (3) months of following the Closing (but Buyer shall not be required to litigate or 2890904.5 15 declare a default under any Tenant Lease). To the extent Buyer receives rents or utility reimbursements on or after the Closing Date, such payments shall be applied first toward the rent and utility reimbursements for the month in which the Closing occurs, then to the rent and utility reimbursements owed to Buyer in connection with the Tenant Leases for which such payments are received, and then to any delinquent Rents rents and utility reimbursements owed to Seller, with Seller’s share thereof being promptly delivered to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to For a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior following the Closing, Buyer may not waive any delinquent rents nor modify the Tenant Leases so as to Closing reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of such amounts without first obtaining Seller’s written consent. Buyer shall include Seller’s delinquent xxxxxxxx in its statements for a period of three (provided, however, that Purchaser 3) months following the Closing. Seller shall not have no obligation and hereby waives any right to institute legal proceedings, including an action for unlawful detainer, pursue any remedy against a any existing tenant owing delinquent Rents or rents, utility reimbursements and any other amounts owing to Seller, and Seller shall not be entitled to terminate any such Tenant Lease or such tenant’s right to possession. Buyer shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be required to litigate or declare a default under any Tenant Lease). The amount With respect to delinquent rents and any other amounts or other rights of any unapplied security deposits under kind respecting tenants who are no longer tenants of the Leases held by Seller in cash at Property as of the time of Closing shall be credited against the Purchase Price; accordinglyDate, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to Sellerall rights relating thereto.

Rents. Rents (including, without limitation, estimated pass-through payments, payments Borrower and Tenant jointly and severally acknowledge that the Deed of Trust provide for common area maintenance reconciliations the direct payment to Lender of all rents and all additional charges payable by tenants other monies due and to become due to Borrower under the Leases, (collectively, “Rents”) collected by Seller prior to Closing shall be prorated as Lease upon the occurrence of the Closing Date. During the period after Closing, Purchaser shall deliver to Seller Rents accrued but uncollected as of the Closing Date for the three (3) months prior to Closing, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due for the month of the Closing, then to Rents due for periods from and after the Closing Date, and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership certain conditions as set forth in Section 4.2.5 belowthe Deed of Trust without Lender's taking possession of the Premises or otherwise assuming Borrower's position or any of Borrower's obligations under the Lease. Seller Upon receipt from Lender of written notice to pay all such rents and other monies to or at the direction of Lender, Borrower authorizes and directs Tenant thereafter to make all such payments to or at the direction of Lender, releases Tenant of any and all liability to Borrower or any and all payments so made, and shall have defend, indemnify and hold Tenant harmless from and against any and all claims, demands, losses, or liabilities asserted by, through, or under Borrower (except by Lender) for any and all payments so made. Upon receipt of such notice, Tenant thereafter shall pay all monies then due and becoming due from Tenant under the Lease to or at the direction of Lender, notwithstanding any provision of the Lease to the contrary. Tenant agrees that neither Lender's demanding or receiving any such payments, nor Lender's exercising any other right, after Closingremedy, privilege, power or immunity granted by the Deed of Trust, will operate to proceed against tenants impose any liability upon Lender for Rents allocable performance of any obligation of Borrower under the Lease unless and until Lender elects otherwise in writing. Such payments shall continue until Lender directs Tenant otherwise in writing. Tenant agrees not to pay any rent under the period Lease more than 30 days in advance without Lender's consent. The provisions of Seller’s ownership this Paragraph 5 will apply from time to time throughout the term of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to Seller.

Rents. Rents (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations and all additional other charges payable by tenants under the Leases, Leases (collectively, “"Rents”") shall be apportioned as and when collected. Any Rents collected by Seller Purchaser (which shall include Rents collected by any agent acting for Purchaser) subsequent to the Closing (whether due and payable prior to or subsequent to the Closing Date) shall be prorated adjusted as of the Closing Date. During the period after Closing, Purchaser shall deliver to Seller Rents accrued but uncollected as of 11:59 p.m. on the Closing Date for (the three (3) months "Adjustment Point"), and any portion thereof properly allocable to periods prior to Closingthe Adjustment Point, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment net of Rents due for the month costs of the Closing, then to Rents due for periods from and after the Closing Date, and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents collection properly allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interestthereto, if any, shall be paid by Purchaser to Seller (or such parties as may be directed by Seller) promptly after the collection thereof by Purchaser, but subject to the further provisions of this Section in the case of Rents due prior to the Adjustment Point. If prior to the Closing Seller, the Joint Ventures and their respective Subsidiaries shall have collected any Rents (which shall include Rents collected by any agent acting for such parties) which are properly allocable in whole or in part to periods subsequent to the Adjustment Point, the portion thereof so allocable to periods subsequent to the Adjustment Point, net of costs of collection properly allocable thereto, if any, shall be credited to Purchaser by Seller at the Closing. As used in this Section the term "costs of collection" shall mean and include reasonable attorneys' fees and other costs incurred by Purchaser or Seller, the Joint Ventures and their respective Subsidiaries in collecting any Rents, but shall not include the regular fees payable to any such deposit at Closing at no cost to property manager for the Property, the payroll costs of any of Seller's, the Joint Ventures' or Purchaser's employees or any other internal costs or overhead of Seller, the Joint Ventures and their respective Subsidiaries or Purchaser.

Rents. All collected Rents shall be prorated between Seller and Buyer as of the day prior to the Closing Date. Seller shall be entitled to all Rents attributable to any period to but not including the Closing Date. Buyer shall be entitled to all Rents attributable to any period on and after the Closing Date. For purposes of determining each of Buyer's and Seller's pro rata share of percentage rents, the amount "attributable" to the period prior to the Closing Date shall be equal to (a) the aggregate amount of such percentage rents actually collected for the calendar year in which the Closing occurs multiplied by (b) a fraction, the numerator of which shall be the number of days prior to the Closing Date that the applicable tenant leases space at the Property during the calendar year in which the Closing occurs and the denominator of which shall be 365. Except with respect to percentage rents (which shall be prorated as provided hereinbelow), Rents not collected as of the Closing Date shall not be prorated at the time of Closing. With respect to percentage rent due from any tenant, Buyer and Seller agree that at Closing estimated percentage rent shall be prorated for the calendar year in which the Closing occurs (even though the same may not have been collected as of the Closing) based upon the amount of percentage rent due from such tenant for the calendar year immediately prior to the calendar year in which the Closing occurs. After Closing, Buyer shall make a good faith effort to collect any Rents not collected as of the Closing Date on Seller's behalf and to tender the same to Seller upon receipt (which obligation of Buyer shall survive the Closing and not be merged therein); provided, however, that all Rents collected by Buyer on or after the Closing Date shall first be applied to all amounts due under the applicable Lease at the time of collection (i.e., current Rents and sums due Buyer as the current owner and landlord) with the balance (if any) payable to Seller, but only to the extent of amounts delinquent and actually due Seller. Buyer shall not have an exclusive right to collect the sums due Seller under the Leases and Seller hereby retains its rights to pursue claims against any tenant under the Leases for sums due with respect to periods prior to the Closing Date (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations and all additional charges payable by tenants under the Leases, (collectively, “Rents”) collected by Seller any percentage rent that may be due with respect to any period of time prior to Closing Closing, regardless of when the same is to be paid to the owner of the Property pursuant to the terms of the applicable Lease); provided, however, that Seller (i) shall be prorated as required to notify Buyer 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 Closing Date. During the period after Closing, Purchaser shall deliver to Seller Rents accrued but uncollected as of the Closing Date for the date which is three (3) months prior after Closing; and (iii) shall not be permitted to Closing, to commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due for the month termination of the Closing, then to Rents due for periods from and after underlying lease. The terms of the immediately preceding sentence shall survive the Closing Date, and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall not be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to Sellermerged therein.

Rents. Rents (including2.1 Throughout the Term of this Sublease, Subtenant shall pay, on the first day of every month, without limitationprior notice or demand and without set-off or reduction, estimated passas rental for the Subtenant’s Premises, the sum equal to one-through paymentstwelfth (1/12th) of the annual Sublease Rent, payments as hereinafter defined. If the Term commences on a date other than the first day of a month, Sublease Rent for common area maintenance reconciliations the period commencing on the first day of the Term and all additional charges payable by tenants under continuing for the Leases, (collectively, “Rents”) collected by Seller prior to Closing remainder of such month shall be prorated as at the rate of one-three hundred sixtieth (1/360th) of the Closing Date. During annual Sublease Rent per day and shall be due and payable on the period after Closing, Purchaser shall deliver to Seller Rents accrued but uncollected as commencement of the Closing Date for Term. Sublease Rent is defined as the three product of: (3i) months prior the annual per square foot cost incurred by Tenant in operating the Leased Premises, which is comprised of (a) the “Basic Rent” under the Lease (as the same may from time to Closingtime be reduced pursuant to Section 37 of the Lease), (b) the “Operating Expenses” under the Lease, (c) net parking expenses, and (d) at any time that Tenant’s facilities department is providing facilities services to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due for the month of the Closing, then to Rents due for periods from and after the Closing Date, and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership Subtenant’s Premises as more particularly set forth in Section 4.2.5 7.13 below, the cost of facilities services; multiplied by (ii) the agreed upon number of rentable square feet in the Subtenant’s Premises as provided in Recital B above. Seller For calendar year 2003, the annual Sublease Rent shall have the rightbe $24.00 per square foot. Thereafter, after Closing, Tenant shall provide annual notice to proceed against tenants for Rents allocable Subtenant of any adjustment to the period Sublease Rent. Any such adjustment shall be solely the result of Seller’s ownership changes in the amount of the PropertyBasic Rent and/or Operating Expenses paid by Tenant to Landlord in accordance with the Lease (other than charges for Tenant’s Insulation, so long as Seller takes no action which shall not be included), net parking expenses and/or changes in facilities services expenses. In the event there is a reconciliation adjustment to Tenant’s Rent paid for the Leased Premises (credit or additional billing due) during any calendar year, Tenant shall provide the reconciliation amount along with the annual notice that could result in termination sets forth the Sublease Rent for the following year, and appropriate payments shall be made between the parties within a reasonable time. In addition, Tenant shall provide detailed support of any Lease without adjustment to the prior written consent of Purchaser in each instanceSublease Rent, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interestinclude, if anyrequested by Subtenant, in and to any such deposit at Closing at no cost to Sellerapplicable back-up reasonably obtainable from Landlord.

Rents. Rents (includingAll rents and other sums receivable from tenants of the Property, without limitationwhich were earned and attributable to the period prior to the Adjustment Date, estimated pass-through payments, payments for common area maintenance reconciliations and all additional charges payable by tenants under the Leases, (collectively, “Rents”) collected will be retained by Seller prior to Closing shall be prorated as of the extent that such rents have been collected on or before the Closing Date. During Rents earned and attributable to the period beginning on the Adjustment Date and thereafter will be paid to Buyer by the tenants, or credited to Buyer at Closing (if such rents are received by Seller on or prior to the Closing Date). All payments from tenants, on account of rent or otherwise, received by Seller after Closingthe Adjustment Date, Purchaser whether attributable to the period prior to or after the Adjustment Date, shall deliver be deemed to be held in trust by Seller Rents accrued but uncollected for Buyer and shall be promptly delivered to Buyer by Seller for application as provided in this Section 14.1.2. All payments from tenants, on account of rent or otherwise, received after the Closing Date for by Buyer and all amounts received from Seller by Buyer pursuant to the three (3) months immediately preceding sentence, shall be applied first to rent or other sums due under the Leases attributable to the period beginning on the Adjustment Date and continuing thereafter, and then to payment to Seller on account of rents which were earned and attributable to the period prior to Closing, the Adjustment Date but which have not been paid when due and only to the extent subsequently collected such delinquency is identified in the Seller’s Rent Roll and Delinquency Report delivered to Buyer at Closing (“Delinquent Rentals”); provided that in no event shall Buyer be obligated to make any such payment to Seller on account of Delinquent Rentals which are received by Purchaser; provided, however, Purchaser shall apply Rents received at Buyer on or after Closing first to payment of Rents due for the month of the Closing, then to Rents due for periods from and date which is twelve (12) months after the Closing Date, and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments Buyer shall be allocated between entitled to retain all such amounts. Any costs incurred by Buyer in collection of Delinquent Rentals shall be retained by or paid to Buyer prior to the payment to Seller and Purchaser in accordance with their respective period on account of ownership as set forth in Section 4.2.5 belowDelinquent Rentals. Buyer shall have no obligation to collect or attempt to collect Delinquent Rentals or enforce any Leases on account of Delinquent Rentals. Seller shall have no right to enforce Leases or collect Delinquent Rentals on or after the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease Closing Date without the prior written consent of Purchaser in each instanceBuyer, which may be withheld in PurchaserBuyer’s sole discretion, and absolute discretionany such permitted enforcement or collection effort shall be at Seller’s sole expense. Purchaser agrees that it In no event shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for Seller’s enforcement include any delinquent Rents for the three (3) months prior to Closing (providedtermination, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful forcible detainer, against a tenant owing delinquent Rents or to terminate any Lease). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit eviction or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to Sellerpossessory action.

Rents. Rents All fixed rent, percentage rent (“Percentage Rent”), common area maintenance (“CAM Charges”) and other reimbursement payments, and additional rent paid or payable by Tenants under the Leases (collectively, “Rent”) shall be prorated as of the Cutoff Time, except as otherwise provided herein. Seller will provide Buyer and Escrow Holder with a current rent roll as of the Closing Date to facilitate the computation of prorations. Any Rent received by Buyer or Seller after the Cutoff Time from any Tenant who owes Rent for periods prior to the Cutoff Time (“Delinquent Rent”), shall be applied, except as otherwise provided herein, (1) first, to Buyer, in an amount equal to the Rent currently due and payable post Closing by such Tenant to Buyer (2) second, to Seller and Buyer for the Rent for the month in which the Cutoff Time occurs, prorated as of the Cutoff Time, (3) third, to Seller in an amount equal to Rent owed by such Tenant for all periods prior to the Cutoff Time, and (4) the balance, if any, to Buyer. Delinquent Rent, less any costs of collection (including reasonable counsel fees and customary disbursements) reasonably allocable thereto, shall be 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. In furtherance and not in limitation of the preceding sentence, with respect to any Tenant which has paid all Rent for periods through the Closing, if, prior to the Closing, Seller shall receive any prepaid Rent from such Tenant attributable to a period following the Closing, at the Closing Seller shall pay over to Buyer the amount of such prepaid Rent. Notwithstanding the foregoing, Seller shall have the right, upon notice to Buyer, to pursue Tenants to collect such Delinquent Rent (including, without limitation, estimated pass-through paymentsthe prosecution of one or more lawsuits), payments for common area maintenance reconciliations and all additional charges payable by tenants under the Leases, (collectively, “Rents”) collected by Seller prior to Closing shall be prorated as of the Closing Date. During the period after Closing, Purchaser shall deliver to Seller Rents accrued but uncollected as of the Closing Date for the three (3) months prior to Closing, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due for the month of the Closing, then to Rents due for periods from and after the Closing Date, and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, not be entitled to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable evict (by tenants for the year of Closing and for any delinquent Rents for the three (3summary proceedings or otherwise) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to SellerTenants.

Rents. Rents (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations All fixed and all additional charges payable by tenants rentals under the Leases, and other tenant charges. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date (collectively, “Rents”) collected by Seller to the extent not applied or forfeited prior to the Closing shall be prorated as of Date) to Buyer on the Closing Date. During the period after Closing, Purchaser shall deliver to Seller Rents accrued but uncollected which are delinquent as of the Closing Date for the three (3) months prior to Closing, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due for the month of the Closing, then to Rents due for periods from and after not be prorated on the Closing Date, . Buyer shall include such delinquencies in its normal billing and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through the same for a period of ninety (90) days after the Closing Date (but Buyer shall not be required to litigate or declare a default in any lease). To the extent Buyer receives rents payable by tenants (other than "Additional Amounts", as hereinafter defined) on or after the Closing Date, such payments shall be applied first toward then current rent owed to Buyer in connection with the applicable lease for which such payments are received, and finally toward any excess monies received shall be applied toward the year payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. Until the date that is ninety (90) days after the Closing and Date, Buyer may not waive any delinquent rents nor modify a lease so as to reduce or otherwise affect amounts owed thereunder for any delinquent Rents for period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent. Common area charges, taxes, operating expense and other similar expense reimbursement obligations of the three tenants under the Leases, as well as any percentage payable thereunder (3collectively, "Additional Amounts") months shall be prorated effective as of the Closing Date. The parties will finalize such Additional Amounts prorations on the Closing Date or as soon as practicable thereafter (but in any event not later than December 15, 1997). Proration of expense items contained in the calculation of the Additional Amounts shall be made on the basis that Seller shall be entitled to reimbursement of the applicable expenses paid by Seller (annualized or otherwise appropriately apportioned) prior to the Closing Date. To the extent that, based on such determinations, Seller has received amounts in excess of the amount due Seller, then Seller shall deliver such excess amount to Buyer on the Closing Date (providedor if determined thereafter, howeverthen within 15 days of such determination). To the extent that Seller has received an amount less than the amount so due, that Purchaser Buyer shall have no obligation deliver such shortfall amount to institute legal proceedingsSeller on the Closing Date (or if determined thereafter, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Leasethen within 15 days of such determination). The amount of any unapplied security deposits under percentage rent to be allocated to Seller with respect to each Tenant Lease for the Leases held by Seller lease year (the "Current Lease Year") in cash at which the time of Closing Date occurs shall be credited against that amount equal to (i) the Purchase Price; accordinglyamount by which (A) the tenant's gross receipts (to the extent taken into account in determining percentage rent under such Tenant Lease) for that portion of such Current Lease Year occurring prior to the Closing Date exceed (B) the "Allocable Base Amount", multiplied by (ii) the percentage specified in such Tenant Lease to be used in determining such tenant's percentage rent for such Current Lease Year. The "Allocable Base Amount" means that portion of the "Base Amount" for such Current Lease Year determined by multiplying such Base Amount for the entire Current Lease Year by a fraction, the numerator of which is the number of days in such Current Lease Year occurring prior to the Closing Date and the denominator of which is the number of days of such Current Lease Year. "Base Amount" is the amount specified in each Tenant Lease for such Current Lease Year that must be exceeded by the sales of the tenant during such Current Lease Year before such tenant shall be obligated thereunder to pay percentage rent for such Current Lease Year. Buyer shall not be obligated to pay or credit Seller any sum on account of the proration of percentage rent as aforesaid unless and until the percentage rent to be prorated as aforesaid shall be received by Buyer. With respect to delinquent rents, Additional Amounts and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to Sellerall rights relating thereto.

Rents. Rents (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations and all additional charges payable by tenants under the Leases, (collectively, “Rents”)) collected by Seller prior to Closing shall be prorated as of the Closing Date. During the period after Closing, Purchaser shall shall, within five (5) business days following receipt, deliver to Seller any and all Rents accrued but uncollected as of the Closing Date for the three (3) months prior to Closing, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due for the month of the Closing, current Rent then to Rents due for periods from and after the Closing Datedue, and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoingin inverse order of maturity; provided, however, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between among Seller and Purchaser pro rata in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as provided that Seller takes shall have no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretionright to commence eviction or similar proceedings against such tenant. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any LeaseRents). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any security deposits are in the form of a letter of credit or other non-cash securitycredit, Seller shall shall, at Purchaser’s cost, assign its interest in the letter of credit to Purchaser (to the extent assignable) and deliver the original letter of credit to Purchaser at Closing and, if not assignable, Seller shall, at Seller’s interestcost, if any, require that a substitute letter of credit to be issued in and to any such deposit at Closing at no cost to SellerPurchaser’s name.

Rents. Rents (including, without limitation, estimated pass-through payments, payments Landlord and Tenant jointly and severally acknowledge that the ----- Lease Assignment provides for common area maintenance reconciliations the direct payment to Lender of all rents and all additional charges payable by tenants other monies due and to become due to Landlord under the Leases, (collectively, “Rents”) collected by Seller prior to Closing shall be prorated as Lease upon the occurrence of the Closing Date. During the period after Closing, Purchaser shall deliver to Seller Rents accrued but uncollected as of the Closing Date for the three (3) months prior to Closing, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due for the month of the Closing, then to Rents due for periods from and after the Closing Date, and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership certain conditions as set forth in Section 4.2.5 belowthe Lease Assignment without Lender's taking possession of the Demised Premises or otherwise assuming Landlord's position or any of Landlord's obligations under the Lease. Seller Upon receipt from Lender of written notice to pay all such rents and other monies to or at the direction of Lender, Landlord authorizes and directs Tenant thereafter to make all such payments to or at the direction of Lender, releases Tenant of any and all liability to Landlord for any and all payment so made, and shall have defend, indemnify and hold Tenant harmless from and against any and all claims, demands, losses, or liabilities asserted by, through or under Landlord (except by Lender) for any and all payments so made. Upon receipt of such notice, Tenant thereafter shall pay all monies then due and becoming due from Tenant under the Lease to or at the direction of Lender, notwithstanding any provision of the Lease to the contrary. Tenant agrees that neither Lender's demanding or receiving any such payments, nor Lender's exercising any other right, after Closingremedy, privilege, power or immunity granted by the Mortgage or the Lease Assignment, will operate to proceed against tenants impose any liability upon Lender for Rents allocable performance of any obligation of Landlord under the Lease, except as set forth in Paragraph 5 of this Agreement and except as Lender elects otherwise in writing. Such payments shall continue until Lender directs Tenant otherwise in writing. Tenant agrees not to pay any rent under the period Lease more than 30 days in advance without Lender's consent. The provisions of Seller’s ownership this Paragraph 7 will apply from time to time throughout the term of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to Seller.

Rents. Rents Rents, additional rents, operating costs, and other income of the Property (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations and all additional charges payable by tenants under the Leases, (collectively, “Rents”other than security deposits) collected by Seller prior to Closing shall be prorated as of from the Closing Date. During the period after Closing, Purchaser shall deliver to Seller Rents accrued but uncollected as of the Closing Date for the three (3) months prior to Closing, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due Subtenant for the month of Closing. Purchaser shall also receive a credit against the Purchase Price payable by Purchaser to Seller at Closing for any rents or other sums (not including security deposits) prepaid by the Subtenant for any period following the month of Closing, or otherwise. In addition to the foregoing, at Closing, Seller shall pay as an expense the Estimated Remaining Space Rent Credit (which expense shall be subject to adjustment as provided in Paragraph 15(f) below). Purchaser shall also receive a credit at Closing for the total sum of all security deposits paid by the Subtenant under the Sublease and not theretofore applied to delinquent rent and other charges payable by the Subtenant. Seller hereby acknowledges that Purchaser shall not be legally responsible to Seller for the collection of any uncollected rent or other income under the Sublease that is past due or otherwise due and payable as of the date of Closing. Purchaser agrees that if (i) Subtenant is in arrears on the date of Closing in the payment of rent or other charges under such Subtenant’s Sublease, and (ii) upon Purchaser’s receipt of any rental or other payment from the Subtenant, such Subtenant is, or after application of a portion of such payment will be, current under such Lease in the payment of all accrued rental and other charges that become due and payable on the date of Closing or thereafter and in the payment of any other obligations of the Subtenant to Purchaser, then Purchaser shall refund to Rents Seller, out of and to the extent of the portion of such payment remaining after Purchaser deducts therefrom any and all sums due for periods and owing it from the Subtenant from and after the Closing Datedate of Closing, and thereafter an amount up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The full amount of any unapplied security deposits under arrearage existing on the Leases held by Seller in cash at the time date of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to SellerClosing.

Rents. Rents If applicable, rent, additional rent, operating costs, and ----- other income of the Property (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations and all additional charges payable by tenants under the Leases, (collectively, “Rents”other than security deposits) collected by Seller prior to from the Tenant for the month of Closing shall be prorated as of Midnight preceding the date of Closing. Purchaser shall also receive a credit against the Purchase Price payable by Purchaser to Seller at Closing Date. During for any rent or other sums (not including security deposits) prepaid by the Tenant for any period after following the month of Closing, or otherwise. Purchaser shall deliver receive a credit against the Purchase Price payable by Purchaser to Seller Rents accrued but at Closing for the total sum of all security deposits paid by the Tenant under the Lease and not theretofore applied to delinquent rent and other charges payable by the Tenant. Seller hereby acknowledges that Purchaser shall not be legally responsible to Seller for the collection of any uncollected rent or other income under the Lease that is past due or otherwise due and payable as of the date of Closing. Purchaser agrees that if (i) the Tenant is in arrears on the date of Closing Date for in the three payment of rent or other charges under such Tenant's Lease, and (3ii) months prior upon Purchaser's receipt of any rental or other payment from such Tenant, such Tenant is, or after application of a portion of such payment will be, current under the Lease in the payment of all accrued rental and other charges that become due and payable on the date of Closing or thereafter and in the payment of any other obligations of the Tenant to ClosingPurchaser, then Purchaser shall refund to Seller, out of and to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due for the month of the Closing, then to Rents portion of such payment remaining after Purchaser deducts therefrom any and all sums due for periods and owning it from such Tenant from and after the Closing Datedate of Closing, and thereafter an amount up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The full amount of any unapplied security deposits under arrearage existing on the Leases held by Seller in cash at the time date of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to SellerClosing.

Rents. Rents All fixed and additional rentals under the Tenant Leases (includingincluding gross-up amounts for excise taxes), without limitationrefundable security deposits (except as hereinafter provided) and other tenant charges shall be prorated between Buyer and Seller, estimated pass-through payments, payments Seller being charged and credited for common area maintenance reconciliations all of the same allocable to the period up to the Closing Date and Buyer being charged and credited for all of the same allocable to the period from and after the Closing Date. Seller shall be entitled to retain all paid rent and other items allocable to the period prior to the Closing. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods from and after the Closing Date and all additional refundable cash security deposits listed on Exhibit K which are not applied or forfeited prior to the Closing Date pursuant to the Tenant Leases to Buyer on the Closing Date. Except for any Government Tenant (defined herein below), rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date. Buyer shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default under any Tenant Lease). To the extent Buyer receives rents (or income in connection with other tenant charges) on or after the Closing Date, such payments shall be applied first toward the rent (or other tenant charge) owed to Buyer in connection with the Tenant Leases for which such payment are received, then for rent (or other tenant charges) for the month in which the Closing occurs, and then to any delinquent rents (or other tenant charges) owed to Seller, with Seller’s share thereof being promptly delivered to Seller; provided, however, that any year-end or similar reconciliation payment shall be allocated in accordance with the charges payable (and in the case of tenant reimbursements, the underlying expenses) in Seller’s and Buyer’s respective periods of ownership. Buyer may not waive any delinquent rents nor modify any Tenant Lease after the Closing Date so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts owing to Seller for which Seller did not receive a credit at Closing (but shall not be entitled to terminate such Tenant Lease or such tenant’s right to possession); provided however (x) in no event shall Seller have the right to pursue any remedy against Whole Foods or Long’s Drugs (CVS) (but Seller shall have the right to contact such tenants to demand payment of delinquent amounts); and (y) with respect to any tenants for whom Seller seeks amounts due it that Seller is allowed to pursue hereunder, Seller shall first provide written notice to Buyer that it intends to collect such amounts (a “Collection Notice”), in which event the Buyer shall have thirty (30) days after receipt of such Collection Notice to collect such amounts in the ordinary course of its business. In the event the amounts pursuant to a Collection Notice are not fully collected within thirty (30) days after Buyer’s receipt of such Collection Notice, Seller may pursue remedies for such sums due it from tenants, provided Seller shall not attempt to terminate any Lease or evict any Tenant. Buyer shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be required to litigate or 13 declare a default under any Tenant Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. With respect to any government tenant under a Tenant Lease that customarily pays rent one (1) months in arrears (a “Government Tenant”), Buyer and Seller acknowledge and agree that amounts received after the Closing Date from such Government Tenant shall first be applied to rent (and other tenant charges) due for the month in which Closing occurs, then for any delinquent rents (or other tenant charges) owed to Seller in an total amount not to exceed one (1) month of rent, then to Buyer for all current rent (and other tenant charges) due Buyer. (c) Expense Contributions. Payments by the tenants under the LeasesTenant Leases for utility costs, real estate taxes and assessments, operating expenses, insurance costs and other escalation charges (excluding deposits) (collectively, “RentsExpense Contributions”) collected by Seller prior to Closing shall be prorated as of the Closing Date. During Date by allocating each payment ratably based on the number of days in the period after Closingto which the same apply, Purchaser and shall deliver be paid upon receipt to Buyer and Seller, as allocable. Buyer and Seller Rents accrued but uncollected as hereby acknowledge and agree that Expense Contributions are billed to, and paid by, tenants on the basis of estimates of the Closing Date for expenses with respect to which Expense Contributions are payable. If the three (3) months prior to Closingfinal reconciliation of utility costs, to operating expenses, insurance costs and other escalation charges reveals a discrepancy from the extent subsequently collected Expense Contributions made by Purchaser; providedtenants, howeveras between Buyer and Seller, Purchaser shall apply Rents received at or such discrepancy shall, as promptly as possible after Closing first to payment of Rents due for the month end of the Closingcurrent calendar year of each of the Tenant Leases, then be allocated ratably on a per diem basis based on the period (before, as to Rents due for periods Seller, or from and after after, as to Buyer, the Closing Date) to which it applies. If either party shall have collected more than its share of such rents and charges as allocated pursuant to this Section 6D(1)(c) and Section 6D(1)(b), such party shall pay over to the other the amount of such excess as promptly as possible after such sums have been ascertained and thereafter up to three (3) months of delinquent Rents owed to Sellerpaid. Notwithstanding the foregoing, “true up” payments received from tenants attributable as soon as reasonably practicable after the Closing Date but in no event later than one-hundred twenty (120) days after the end of the calendar year in which the Closing Date occurs, Buyer shall deliver an accounting and substantiation reasonably acceptable to a Seller covering all prorations under this Section 6D(1)(c), including any year-end reconciliation or similar reconciliations of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 belowExpense Contributions. Seller shall have the right, after Closing, provide to proceed against tenants Buyer (or cause to be provided to Buyer) all accounting and supporting documentation for Rents allocable to the period of Seller’s its ownership within a reasonable period of time following Closing such that Buyer has all required information to undertake the year-end or similar reconciliations of Expense Contributions and Seller agrees to reasonably cooperate with Buyer in connection with preparation of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretionsame. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Leased). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to Seller.

Rents. Rents Rent [(including, without limitation, including estimated pass-through payments, payments for common area maintenance reconciliations and all additional charges payable by tenants under the Leasesarea/operating expenses, (collectivelybut not for Taxes), collectively “Rents”) ] for the month in which Closing occurs shall be prorated for said month based upon the Rents estimated to have been collected by Seller prior to Closing shall be prorated as of the Closing Date. Rents for said month shall be reprorated within seven (7) Business Days after the end of said month based on Rents actually received. During the period after Closing, (i) Purchaser shall deliver to Seller any and all Rents accrued but uncollected as of the Closing Date for the three (3) months prior to ClosingDate, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of current Rents due for the month of the Closing, then to Rents due for periods from and after the Closing Datedue, and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, (other than “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments payments, which shall be allocated between among Seller and Purchaser pro rata in accordance with their respective period of ownership as set forth in Section 4.2.5 below. ), and (ii) Seller shall have deliver to Purchaser any and all Rents collected by Seller for any period after Closing. Subject to the rightprovisions of the following sentence, Seller shall be entitled, after the Closing, to proceed take any action against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could a tenant which would not result in a termination of any Lease without or a tenant’s right of occupancy thereunder (“Seller Action”). Notwithstanding the prior written consent foregoing, Seller shall not take any Seller Action unless Seller shall have first provided Purchaser with not less than five (5) Business Days’ notice of Purchaser in each instanceits intent to take action against a tenant, which may be withheld in Purchaser’s sole and absolute discretiontogether with a description of the subject matter of the proposed Seller Action. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any LeaseRents). The amount of any unapplied security deposits (plus accrued interest thereon if payable to a tenant under its lease) under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If Notwithstanding anything in this Section 4.2.4 to the contrary, if any security deposits are in the form of a letter of credit or other non-cash securitycredit, such security deposits shall not be prorated, but shall be turned over by Seller to Purchaser at the Closing by the delivery thereof by Seller to Purchaser in accordance with this provision. In addition, Seller shall assign use reasonable efforts to deliver appropriate duly executed instruments of transfer or assignment of such letters of credit which are required to establish Purchaser as the new beneficiary thereunder and any consents required by the issuing bank for the transfer of such letters of credit. If required, Seller shall use reasonable efforts to arrange for the issuance by the issuing bank of any authorization to the transfer, together with the delivery of such letters of credit (and any letter of transfer that is required by such letter of credit). Any fees imposed by such issuing banks in connection with such transfers which are not the obligation of the applicable tenant to pay shall be paid by Seller’s interest. In the event that any letter of credit is not transferable as of Closing, Seller shall cooperate with Purchaser in all reasonable respects following the Closing so as to transfer the same to Purchaser or to obtain a replacement letter of credit with respect thereto in favor of Purchaser, in either case at no cost or expense to Purchaser. Until any such letter of credit shall be transferred or replaced, Seller shall present such letter of credit for payment and deliver the proceeds received by Seller, if any, to Purchaser within a reasonable period of time following receipt of Purchaser’s written request. Notwithstanding the foregoing, Seller shall not be in and to default under this Agreement in the event that any such deposit at Closing at no cost letter of credit is not assigned to Seller.Purchaser for any reason other than the failure of Seller to sign the documents required of it to transfer the letter of credit or the failure of Seller to pay any fees imposed by an issuing bank in connection with such

Rents. Rents (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations actually collected under the Leases and all additional other income actually collected from the Properties shall be prorated for each Property on the Closing Date for such Property. Base rents and other charges payable actually paid to a Property Owner by tenants the Tenant under the Leasesany Lease (including any pet rent, parking payments and tenant reimbursements (other than RUBS which is handled below)) (collectively, “Rents”) for the month of the Closing Date and collected by Seller the applicable Property Owner prior to the Closing Date shall be prorated as of on the Closing Date for such Property. Uncollected Rents and other uncollected income shall not be prorated at Closing. Following each Closing Date, if Steadfast (or the Property Owner or its manager) receives any Rents or other income it shall promptly deliver such Rents to the applicable Company Subsidiary. During the period after Closingeach Closing Date, Purchaser the Company shall direct the applicable Company Subsidiary to deliver to Seller Steadfast Steadfast’s pro rata share of any and all Rents accrued but uncollected for the Properties as of the Closing Date for the three (3) months prior to Closing, such Properties to the extent subsequently collected by Purchasersuch Company Subsidiary, net of any collection costs incurred by any such Company Subsidiary; provided, however, Purchaser the Parties agree that the Company Subsidiary shall apply Rents received at or from the Tenant after such Closing Date for any Property first to payment of Rents due from such Tenant for any calendar month or months following the Closing Date until such Tenant is current in the payment of post-Closing Rents, then to the Rents owing by such Tenant for the month of the Closing, then to Rents due for periods from and after the Closing Date, and thereafter up to three (3) months any pre-Closing delinquencies of delinquent Rents owed to Sellersuch Tenant. Notwithstanding the foregoing, “true up” payments received from tenants attributable to For a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth 60 days after the applicable Closing, the applicable Company Subsidiary shall xxxx and attempt to collect rent arrearages from Tenants still residing at the Properties in Section 4.2.5 belowthe ordinary course of business, but shall not be obligated to engage a collection agency or take legal action to collect any rent arrearages. Seller The Company (and the applicable Company Subsidiary) shall have the right, sole right to pursue and collect rent arrearages after the Closing, provided however, if amounts are not collected by the Company Subsidiary within 60 days after the applicable Closing Date, then Steadfast may pursue any Tenants no longer residing at the Properties, provided that in no event shall Steadfast or any Property Owner have any right to proceed against tenants for Rents allocable commence or take any action which would affect any Tenant’s right to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination possession or control of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The amount portion of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall Property or be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit any eviction, forcible entry and detainer or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any similar action following Closing for such deposit at Closing at no cost to SellerProperty.

Rents. Rents (including2.1 Throughout the Term of this Sublease, Subtenant shall pay, on the first day of every month, without limitationprior notice or demand and without set-off or reduction, estimated passas rental for the Subtenant’s Premises, the sum equal to one-through paymentstwelfth (1/12th) of the annual Sublease Rent, payments as hereinafter defined. If the Term commences on a date other than the first day of a month, Sublease Rent for common area maintenance reconciliations the period commencing on the first day of the Term and all additional charges payable by tenants under continuing for the Leases, (collectively, “Rents”) collected by Seller prior to Closing remainder of such month shall be prorated as at the rate of one-three hundred sixtieth (1/360th) of the Closing Date. During annual Sublease Rent per day and shall be due and payable on the period after Closing, Purchaser shall deliver to Seller Rents accrued but uncollected as commencement of the Closing Date for Term. Sublease Rent is defined as the three sum of (3a) months the rental under the Lease, (b) the taxes under the Lease (other than Excluded Taxes, as hereinafter defined), (c) Operating Expenses (as hereinafter defined), (d) the depreciation of leasehold improvements made prior to Closing, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due for the month date of the Closing, then to Rents due for periods from and after the Closing Date, and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser Agreement in accordance with their respective period of ownership the schedule set forth in Exhibit A attached hereto and (e) at any time that Tenant’s facilities department is providing facilities services to the Subtenant’s Premises as more particularly set forth in Section 4.2.5 7.13 below, the cost of facilities services. Seller For calendar year 2003, the annual Sublease Rent shall have the rightbe $552,436.25. Thereafter, after Closing, Tenant shall provide annual notice to proceed against tenants for Rents allocable Subtenant of any adjustment to the period Sublease Rent. Any such adjustment shall be solely the result of Seller’s ownership changes in the amount of the Propertypayments paid by Tenant to Landlord in accordance with the Lease, so long as Seller takes no action that could result changes in termination the Operating Expenses, changes in the depreciation of any Lease without the leasehold improvements, and/or changes in facilities services expenses. Promptly after the end of each year, Tenant shall provide to Subtenant a reasonably detailed annual statement setting forth the Operating Expenses incurred in the prior written consent of Purchaser in each instance, which may be withheld in Purchaseryear. In the event there is a reconciliation adjustment to Tenant’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants Rent paid for the year of Closing and for any delinquent Rents for the three Leased Premises (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to Seller.additional

Rents. Rents Rents, additional rents, operating costs, and other income of the Property (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations and all additional charges payable by tenants under the Leases, (collectively, “Rents”other than security deposits) collected by Seller prior to from the Tenants for the month of Closing shall be prorated as of 12:00 a.m. on the date of Closing. Purchaser shall also receive a credit against the Purchase Price payable by Purchaser to Seller at Closing Date. During for any rents or other sums (not including security deposits) prepaid by the Tenants for any period after following the month of Closing, or otherwise. Purchaser shall deliver receive a credit against the Purchase Price payable by Purchaser to Seller Rents accrued but at Closing for the total sum of all security deposits paid by Tenants under Leases and not theretofore applied to delinquent rent and other charges payable by the applicable Tenant. Seller hereby acknowledges that Purchaser shall not be legally responsible to Seller for the collection of any uncollected rent or other income under any of the Leases that is past due or otherwise due and payable as of the date of Closing. Purchaser agrees that if (i) a Tenant is in arrears on the date of Closing Date for in the three payment of rent or other charges under such Tenant's Lease, and (3ii) months prior upon Purchaser's receipt of any rental or other payment from such Tenant, such Tenant is, or after application of a portion of such payment will be, current under such Lease in the payment of all accrued rental and other charges that become due and payable on the date of Closing or thereafter and in the payment of any other obligations of such Tenant to ClosingPurchaser, then Purchaser shall refund to Seller, out of and to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due for the month of the Closing, then to Rents portion of such payment remaining after Purchaser deducts therefrom any and all sums due for periods and owing it from such Tenant from and after the Closing Datedate of Closing, and thereafter an amount up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The full amount of any unapplied security deposits under arrearage existing on the Leases held by Seller in cash at the time date of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to SellerClosing.

Rents. Rents All paid rents, including revenues and charges of any kind, together with any other sums paid by the tenant (includingother than security deposit), without limitation, estimated pass-through payments, payments for common area maintenance reconciliations and all additional charges payable by tenants under the LeasesLease, (collectively, “Rents”) collected by Seller prior to Closing shall be prorated as of the Closing Date. In the event that, at the time of Closing, there are any past due or delinquent rents owing by the tenant of the Property, the Distributees shall have the exclusive right to collect such past due or delinquent rents and shall remit to Highwoods in cash to the extent, and only to the extent, that the rents received by the Distributees from the tenant owing past due or delinquent rents exceed the sum of the aggregate rents and other sums payable by such tenant for periods from and after the Closing Date to the date of receipt, and then only if Highwoods has notified the Distributees at Closing that the tenant under the Lease is delinquent in its rent as of the Closing Date. The Distributees will make a commercially reasonable good faith effort to collect after Closing any rents which are delinquent and owing to Highwoods at Closing, but the Distributees shall have no obligation to file suit to collect such amounts, provided if the Distributees fail to file suit to collect such amounts after being requested to do so by Highwoods, Highwoods shall have the right to collect all rents owed to Highwoods at the time of Closing, which shall include Highwoods’ filing of suit, if necessary, to collect such amounts. In the event that, after Closing, Highwoods receives any payments of rent or other sums due from the tenant under the Lease that relate to periods from and after Closing, Highwoods shall promptly forward to the Distributees such payments. It is agreed by the Distributees that the sums to be paid by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the year 2004 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to Highwoods and the Distributees when paid by the tenant under the Lease. The Distributees shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall the Distributees be required to do so until allowed under the Lease), provided Highwoods must furnish to the Distributees all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, Purchaser the Distributees shall deliver to Seller Rents Highwoods any and all rents accrued but uncollected as of the Closing Date for the three (3) months prior to Closing, to the extent subsequently collected by Purchaser; providedthe Distributees, howeverand to the extent the Distributees receive such rents, Purchaser shall apply Rents rents received at or after Closing to the extent the same are delinquent first to payment of Rents due for the month of the Closing, current Rent then to Rents due for periods from and after the Closing Datedue, and thereafter up to three delinquent rents (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, other than “true up” payments received from tenants the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Seller Highwoods and Purchaser the Distributees pro rata in accordance with their respective period of ownership as set forth in this Section 4.2.5 7(e)(iv) below. Seller shall have the right, ) but only after Closing, to proceed against tenants for Rents allocable rent due and owing to the period of Seller’s ownership of the PropertyDistributees have been paid in full, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for including any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash depositsrent. If any security deposits are in the form of a letter of credit or other non-cash securitycredit, Seller Highwoods shall assign Seller’s interest, if any, its interest in the letter of credit to the Distributees (to the extent assignable) and deliver the original letter of credit to any such deposit the Distributees at Closing at no cost to SellerClosing.

Rents. Rents The following items shall be prorated on an accrual basis up to and including the Proration Date, on the basis of the most recent ascertainable amounts thereof or on the basis of such other reasonably reliable information with respect thereto: (including, without limitation, estimated pass-through payments, i) current and advance rental payments for common area maintenance reconciliations under the Leases; (ii) operating expense and all additional insurance escalations and adjustments and other charges payable by tenants the Tenant to the landlord under the LeasesLease, excluding any contributions toward the payment of Taxes (collectively, “Rents”"Expense Contributions"); (iii) any utility charges and deposits made by Seller with respect to utilities for which the landlord under the Lease is responsible; and (iv) all other items of accrued or prepaid income and expenses, other than delinquent rental payments under the Lease. Such prorations shall not account for or reflect any of the foregoing items to the extent Tenant is delinquent in payment of the same. When actual Expense Contributions for the year in which Closing occurs are known (and the year preceding the year in which Closing occurs if such amounts are not known at Closing), Purchaser shall xxxx the Tenant for the additional amount, if any, owed by such Tenant as a result of non-payment or underpayment of the Tenant's share of Expense Contributions for the year to which such Expense Contributions apply under the Tenant's Lease. Upon collection of such amounts the same shall be prorated between Seller and Purchaser, and Purchaser shall pay Seller all amounts due Seller for the period prior to the Proration Date as soon as reasonably practical. In the event that the Expense Contributions collected by Seller prior for the period up to Closing and including the Proration Date exceed the actual Expense Contributions for such period, Seller shall be prorated as pay to Purchaser an amount equal to the excess of the Closing DateExpense Contributions collected over the actual Expense Contributions for such period as soon as reasonably practical after such Expense Contributions are known. During Seller shall have the period after Closing, right to inspect the books and records of the Subject Property to verify that Purchaser shall deliver is remitting to Seller Rents accrued but uncollected as all amounts to be remitted to Seller according to the terms of this Agreement, and for any other purpose related to Seller's prior ownership of the Closing Date for the three (3) months prior to Closing, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due for the month of the Closing, then to Rents due for periods from and after the Closing Date, and thereafter up to three (3) months of delinquent Rents owed to SellerSubject Property. Notwithstanding the foregoing, “true up” payments received from tenants attributable if the amounts to a year-end reconciliation of actual and budgeted pass-through payments be prorated hereunder can be established with reasonable certainty at Closing, the appropriate party shall receive credit therefor at Closing, which credit shall be allocated between Seller final and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination lieu of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to Sellerproration contemplated hereby.

Rents. Rents All paid rents, including revenues and charges of any kind, together with any other sums paid by the tenant (includingother than security deposit), without limitation, estimated pass-through payments, payments for common area maintenance reconciliations and all additional charges payable by tenants under the LeasesLease, (collectively, “Rents”) collected by Seller prior to Closing shall be prorated as of the Date of Closing. In the event that, at the time of Closing, there are any past due or delinquent rents owing by the tenant of the Property, G-T Gateway shall have the exclusive right to collect such past due or delinquent rents and shall remit to WSI in cash to the extent, and only to the extent, that the rents received by G-T Gateway from the tenant owing past due or delinquent rents exceed the sum of the aggregate rents and other sums payable by such tenant for periods from and after the Date of Closing Dateto the date of receipt, and then only if WSI has notified G-T Gateway at Closing that the tenant under the Lease is delinquent in its rent as of the Date of Closing. G-T Gateway will make a commercially reasonable good faith effort to collect after Closing any rents which are delinquent and owing to WSI at Closing, but G-T Gateway shall have no obligation to file suit to collect such amounts, provided if G-T Gateway fails to file suit to collect such amounts after being requested to do so by WSI, WSI shall have the right to collect all rents owed to WSI at the time of Closing, which shall include WSI’s filing of suit, if necessary, to collect such amounts. In the event that, after Closing, WSI or WSI, II receives any payments of rent or other sums due from the tenant under the Lease that relate to periods from and after Closing, WSI shall promptly forward or cause WSI, II to forward to G-T Gateway such payments. It is agreed by G-T Gateway that the sums to be paid by the tenant referred to in this Section 6(e)(iii) shall include all property operation costs “pass throughs” for the year 2004 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to WSI or WSI, II and G-T Gateway when paid by the tenant under the Lease. G-T Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall G-T Gateway be required to do so until allowed under the Lease), provided WSI or WSI, II must furnish to G-T Gateway all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, Purchaser G-T Gateway shall deliver to Seller Rents WSI for the benefit of WSI, II any and all rents accrued but uncollected as of the Date of Closing Date for the three (3) months prior to Closing, to the extent subsequently collected by Purchaser; providedG-T Gateway, howeverand to the extent G-T Gateway receives such rents, Purchaser shall apply Rents rents received at or after Closing to the extent the same are delinquent first to payment of Rents due for the month of the Closing, current Rent then to Rents due for periods from and after the Closing Datedue, and thereafter up to three delinquent rents (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, other than “true up” payments received from tenants the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Seller WSI, II and Purchaser G-T Gateway pro rata in accordance with their respective period of ownership as set forth in this Section 4.2.5 6(e)(iv) below. Seller shall have the right) but only after rent due and owing to G-T Gateway has been paid in full, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for including any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash depositsrent. If any security deposits are in the form of a letter of credit credit, WSI or other non-cash securityWSI, Seller II, as the case may be, shall assign Seller’s interest, if any, its interest in the letter of credit to G-T Gateway (to the extent assignable) and deliver the original letter of credit to any such deposit G-T Gateway at Closing at no cost to SellerClosing.

Rents. Rents (including, without limitation, estimated pass-through payments, All collected rents and other payments for common area maintenance reconciliations and all additional charges payable by from tenants under the Leases, (collectively, “Rents”) collected by Seller prior to Closing Leases shall be prorated between Seller and Buyer as of the Closing Date. During Seller shall be entitled to all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges, and other revenue of any kind attributable to any period under the Leases to but not including the Closing Date. Buyer shall be entitled to all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges and other revenue of any kind attributable to any period under the Leases on and after Closing, Purchaser shall deliver to Seller the Closing Date. Rents accrued but uncollected and expense escalations or other reimbursements due Landlord under the Leases not collected as of the Closing Date for shall not be prorated at the three (3) months prior to time of Closing, but Buyer shall make a good faith effort to collect the extent subsequently collected by Purchasersame on Seller's behalf and to tender the same to Seller upon receipt (which obligation of Buyer shall survive the Closing and not be merged therein); provided, however, Purchaser shall apply Rents received at that all rents, escalations and other reimbursements due landlord under the Leases collected by Buyer on or after Closing first to payment of Rents due for the month of the Closing, then to Rents due for periods from and after the Closing DateDate shall first be applied to all amounts due under the Leases at the time of collection (i.e., current rents and thereafter up to three sums due Buyer as the current owner and landlord) with the balance (3if any) months of delinquent Rents owed payable to Seller, but only to the extent of amounts delinquent and actually due Seller. Notwithstanding Buyer shall not have an exclusive right to collect the foregoing, “true up” payments received from tenants sums due Seller under the Leases and Seller hereby retains its rights to pursue any tenant under the Leases for sums due Seller for periods attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s 's ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without . Seller's rights under the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it immediately preceding sentence shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for survive the year of Closing and not be merged therein. Buyer shall receive a credit against the Purchase Price for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The amount of any unapplied security deposits under the Leases prepaid rentals held by Seller in cash at covering the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other nonperiod post-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to SellerClosing.

Rents. Rents (including, without limitation, estimated pass-through payments, All collected rents and other payments for common area maintenance reconciliations and all additional charges payable by from tenants under the Leases, (collectively, “Rents”) collected by Seller prior to Closing Leases shall be prorated between the Seller of such Property or JV Interest and Purchaser as of 11:59 p.m. on the day prior to the Closing Date. During Each Seller shall be entitled to all rents, charges, and other revenue of any kind attributable to any period under its Leases to but not including the period after Closing, Closing Date. Purchaser shall deliver be entitled to Seller all rents, charges and other revenue of any kind attributable to any period under the Leases on and after the Closing Date. Rents accrued but uncollected and expense escalations or other reimbursements due landlord under the Leases not collected as of the Closing Date for shall not be prorated at the three (3) months prior to time of Closing, but for a period of ninety (90) days after the Closing Date Purchaser shall make a good faith effort to collect, or cause the extent subsequently applicable Joint Venture to collect, the same on the applicable Seller's behalf and to tender each Seller any amounts collected by Purchaserupon receipt (which obligation shall survive the Closing and not be merged in the Deeds); provided, however, that all rents, escalations and other reimbursements due landlord under the Leases collected by Purchaser shall apply Rents received at or after Closing first to payment of Rents due for the month of the Closing, then to Rents due for periods from and applicable Joint Venture on or after the Closing Date, and thereafter up Date shall first be applied to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The amount of any unapplied security deposits amounts due under the Leases held by Seller in cash at the time of Closing collection (i.e., current rents and sums due Purchaser or the applicable Joint Venture as the current owner and landlord) with the balance (if any) payable to Sellers, to be applied in reverse chronological order of the date on which same became due. Such collection efforts by Purchaser or the applicable Joint Venture shall be credited exclude (unless Purchaser or the applicable Joint Venture elects in its sole discretion) enforcement in courts of law or equity or threats of such enforcement. Purchaser shall receive a credit against the Purchase Price; accordingly, Price for pre-paid rentals held by any Seller shall retain covering the actual cash deposits. If any deposits are in the form of a letter of credit or other nonperiod post-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to SellerClosing.

Rents. Rents (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations and all additional charges payable by tenants under the Leases, (collectively, “Rents”) collected by Seller prior to Closing shall be prorated as of the Closing Date. During the period after Closing, Purchaser Close of Escrow and Buyer’s share of such rents shall deliver be credited to Seller Rents accrued but uncollected Buyer if such rents have been collected by Sellers as of the Closing Date for the three (3) months business day prior to Closing, the Close of Escrow. Sellers shall have no right to continue to pursue the extent subsequently collection of Sellers’ share of rents that have not been collected by Purchaser; providedthe Close of Escrow, however, Purchaser shall apply Rents received at or after Closing first to payment of Rents due for the month of the Closing, then to Rents due for periods from and after the Closing Date, and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall but Buyer will use commercially reasonable efforts to collect all pass-through rents payable by tenants such amounts for the year a period of Closing and for any delinquent Rents for the three six (36) months after the Closing; provided that Buyer shall not be required to resort to litigation, declare any tenant in default or incur any material, out-of-pocket expenses in connection therewith. Any rents collected by Buyer from a tenant after the Close of Escrow will apply first to rents which accrue from that tenant after the Close of Escrow and then to the rents for that tenant which have accrued for that tenant prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against the Close of Escrow. If Buyer receives rents from a tenant owing delinquent after the Close of Escrow which relate to the period prior to the Close of Escrow and to which a Seller is entitled under this Section 3.13.1, Buyer shall promptly remit to Sellers all of such amounts, net of Buyer’s actual, documented and reasonable costs and expenses incurred in collection. Sellers shall promptly remit to Buyer all rents received by Sellers after the Close of Escrow, which Buyer shall thereafter allocate between Buyer and a Seller in accordance with the provisions of this Section. Rents or to terminate any Lease)shall be prorated based on the day of the month in which the Close of Escrow occurs and the actual number of days in that month. The amount of any unapplied All refundable tenant security deposits under the Leases collected or held and not applied by a Seller in cash at the time of Closing (“Security Deposits”) shall be credited against to Buyer at Closing. As of the Purchase Price; accordinglyClosing, Seller Buyer shall retain assume Sellers’ obligations related to the actual cash deposits. If any deposits Security Deposits, but only to the extent they are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and credited to any such deposit at Closing at no cost to SellerBuyer.

Rents. Rents As it relates to (includingi) rents, without limitationlate charges, estimated pass-through paymentsinterest receivable, partial payments for common area maintenance reconciliations and all additional other associated charges payable by tenants and revenues due under any Lease at the Leases, Property (collectively, the “Rents”) collected by Seller prior to for the calendar month in which the Closing shall be prorated Date occurs (the “Closing Month”), and (ii) Rents from tenants who are not more than thirty (30) days delinquent as of the Closing Date. During last day of the period after Closing, Purchaser shall deliver calendar month prior to Seller Rents accrued but uncollected as of the Closing Date (the “Prior Month”), Merger Sub and Target shall prorate, on an accrual basis, and Merger Sub shall provide Target with a credit for (x) all unpaid Rents from tenants for the three Prior Month; and (3y) months prior Target’s pro rata share of the total unpaid Rents for the Closing Month, based upon the number of days in such month, and Target shall provide a credit to Closing, to Merger Sub for Merger Sub’s pro rata share of the extent subsequently collected by PurchaserRents received for the Closing Month; provided, however, Purchaser such delinquent rents shall apply Rents be subject to re-proration and a credit to Target pursuant to Section 9(a)(ii) if received at or after Closing first to payment of Rents due for the month of the Closing, then . There shall be no credit granted by Merger Sub to Target at Closing for delinquent Rents due for periods from prior to the Prior Month. From and after the Closing Date, Merger Sub shall have the right to receive all such Rents and thereafter up Target shall have no further rights following Closing with respect to three such Rents. Merger Sub has no obligation to collect any past due Rent and shall have the right to pursue (3or not pursue) months collection, discount or eliminate any past due Rent in its sole and absolute discretion. To the extent Merger Sub collects any Rents allocable to the period prior to the Closing Date, including any past due Rent, Merger Sub shall retain the same, but such Rent so collected (less any costs of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments collection incurred by Merger Sub) shall be allocated between Seller and Purchaser in accordance with their respective period of ownership subject to re-proration as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease9(a)(ii). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a letter of credit or other non-cash security, Seller shall assign Seller’s interest, if any, in and to any such deposit at Closing at no cost to Seller.