Common use of Rents Clause in Contracts

Rents. All fixed and additional rentals under the Space Leases and other tenant charges, in each case as and when actually received, shall be prorated as of the Cut Off Time. Seller shall deliver or provide a credit to Purchaser in an amount equal to all prepaid rents for periods after the Closing Date. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date and Seller shall retain the right to pursue the collection of such delinquent rents; provided that in connection with such efforts Seller shall have no right to terminate any Space Lease or to initiate any eviction proceeding against the applicable tenant thereunder. To the extent Purchaser receives rents (including operating expense, tax and insurance charges payable by a Space Lessee) on or after the Closing Date that such Space Lessee designates are payable as delinquent rents for any period prior to the Closing Date, Purchaser shall promptly deliver such amounts to Seller. Purchaser shall use good faith efforts (at no cost to Purchaser) to collect any such delinquent rents. Any percentage rents under Space Leases shall be prorated on the basis of the ratio of the number of days expired before Closing to the number of days after Closing. In the event that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar year in which the Closing occurs. All such adjustments will be paid in cash to the party entitled thereto. All security deposits shall be transferred to Purchaser or credited against the Purchase Price and all obligations with respect to such security deposits shall be assumed by Purchaser.

Rents. All fixed and additional rentals base rent under the Space Leases and any other tenant charges, in each case charges under the Leases (all such other charges other than base rent are herein referred to as and when actually received, “Additional Rent”) shall be prorated as of the Cut Off TimeClosing Date as if collected for the month of Closing. Seller Sellers shall deliver or provide pay to Buyer at Closing (in the form of a credit against the Purchase Price) the amount of any rent or other income collected by the Company before Closing but which is applicable to Purchaser any period of time from or after Closing. Rentals are “delinquent” when payment thereof is due prior to the Closing Date but payment has not been made by the Closing Date. Buyer hereby grants to Sellers the right to collect such delinquent rentals, at Sellers’s sole cost and expense, provided that Sellers shall have no right to cause the eviction of, and Buyer shall have no obligation to evict, any tenants owing delinquent rentals. Sellers shall not be entitled to any of the rentals received by Buyer on and after the Closing Date from tenants owing delinquent rentals unless such tenants shall be current in an amount equal to all prepaid rents their rental obligations for periods occurring from and after the Closing Date. Rents In that case, Buyer shall deliver to Sellers any rentals, net of the costs of collection, received by Buyer which are designated by the tenant as payment for or are attributable to delinquent as of rentals for rental periods occurring prior to the Closing Date. If, however, delinquent rentals are not collected from the tenants owing such delinquent rentals, Buyer shall not be liable to Sellers for such delinquent rentals. Buyer shall not have any obligation to collect any delinquent rentals. It shall be presumed between Buyer and Sellers that all rentals received after the Closing Date shall not first be prorated applied to rentals attributable to the period beginning on the Closing Date and Seller shall retain thereafter, and subsequently, to the right to pursue the collection of such delinquent rents; provided that in connection with such efforts Seller shall have no right to terminate any Space Lease or to initiate any eviction proceeding against the applicable tenant thereunder. To the extent Purchaser receives rents (including operating expense, tax and insurance charges payable by a Space Lessee) on or after the Closing Date that such Space Lessee designates are payable as delinquent rents for any period prior to the Closing Date. To the extent that the Leases provide for the adjustment of previously paid estimated amounts of Additional Rent for the period prior to Closing on a date subsequent to the Closing Date, Purchaser Sellers shall promptly deliver be 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 on the Closing Date. Such payment or refund shall be made within fifteen (15) days after Buyer’s determination of such amounts and written notice to SellerSellers concerning such amounts. Purchaser shall use good faith efforts (at no cost to Purchaser) to collect any such delinquent rents. Any percentage rents under Space Leases Buyer shall be prorated on solely responsible for the basis collection of the ratio of the number of days expired before Closing to the number of days after Closing. In the event that the proration of operating expensessuch adjustments, taxes, insurance charges and/or percentage rent canbut shall not be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar year in which the Closing occurs. All such adjustments will be paid in cash liable to the party entitled thereto. All security deposits shall be transferred Sellers for its failure to Purchaser or credited against the Purchase Price and all obligations with respect to such security deposits shall be assumed by Purchaserdo so.

Rents. All fixed Base rents, parking rents, escalation or reimbursement payments for real estate and additional rentals under the Space Leases personal property taxes, insurance premiums, CAM or other operating expenses and other tenant charges, in each case as and when actually received, payable with respect to the Property for the month of Closing shall be prorated as of the Cut Off Time. Seller shall deliver or provide a credit to Purchaser in an amount equal to all prepaid rents for periods after the Closing Date. Rents which are delinquent Percentage rents for each tenant obligated therefor shall be pro-rated on the basis of the number of days lapsed during the tenant’s percentage rent period as of the Closing Date and not on the basis of the amount of the tenant’s sales which accrued during such percentage rent period as of the Closing Date. Such prorations may not be capable of determination at the Closing Date, in which event, such prorations shall be made within 90 days after Closing; provided, however, that to the extent any tenant required to pay percentage rent is not required to report its sales within said 90-day period, then such proration shall be made within thirty days following receipt by Purchaser of such sales report. All rents received by Seller under the Leases which are attributable to the period of time prior to the date of Closing will be retained by Seller. All rents received by Seller under the Leases which are attributable to the period of time commencing as of the date of Closing and thereafter will be paid or credited to Purchaser. With respect to any tenant (“Delinquent Tenant”) who owes rent and other charges which at Closing are past due, such past due rents and other charges (“Delinquencies”) shall not be prorated on prorated. Purchaser shall remit such Delinquencies, if any, if, as and when collected by Purchaser. If a payment is received by Purchaser from a Delinquent Tenant, such payment shall be applied by Purchaser first to the Closing Date most recent rent then due from such Delinquent Tenant to Purchaser, if any, then to any Delinquencies that are owed to Seller. The right to receive and to collect all rents and profits, delinquent or otherwise, shall be assigned by Seller to Purchaser at Closing, except that Seller shall retain the right to pursue collect all Delinquencies from any Delinquent Tenants of the Property, including the right to sue any such Delinquent Tenant in a collection of such delinquent rentsaction; provided provided, however, that in connection with such efforts following the Closing, Seller shall not have no any right to terminate any Space Lease commence or to initiate pursue any eviction proceeding action against the applicable tenant thereunderany Delinquent Tenant. To the extent Purchaser receives agrees to use reasonable efforts to collect all such rents on Seller’s behalf for ninety (including operating expense, tax and insurance charges payable by a Space Lessee90) on or days after the Closing Date that such Space Lessee designates are payable as delinquent rents for any period Closing. At least 5 days prior to the Closing Date, Seller shall provide Purchaser shall promptly deliver such amounts to Seller. Purchaser shall use good faith efforts with a reconciliation of operating expense reimbursements under the Leases (at no cost to Purchaser“CAM Charges”) to collect any such delinquent rents. Any percentage rents under Space Leases shall be prorated on the basis as of the ratio of the number of days expired before Closing to the number of days after ClosingDate, together with such supporting documentation as Purchaser may reasonably request. In the event the reconciliation indicates that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot additional CAM Charges will be fully prorated because due to any of the unavailability tenants, Purchaser shall receive a credit on the Purchase Price equal thereto for each of information then such proration the tenants who has overpaid. In the event the reconciliation indicates that additional CAM Charges will be tentatively prorated on due from any of the best available information and Seller and tenants, such additional CAM Charges shall be paid by Purchaser will make (if collected by Purchaser) post-closing in the appropriate final adjustments within ninety manner specified below. To the extent tenants have underpaid CAM Charges as of the Closing, Purchaser shall bill said tenants for the underpayments (90“Underpayments”) days following the end of in the calendar year in which 2015 as permitted under the tenant’s Lease, and shall make reasonable efforts (without the requirement to initiate litigation) to collect the same on Seller’s behalf. All amounts collected by Purchaser for Underpayments shall be applied first to the cost of collection and the balance shall be delivered to Seller within 10 business days from Purchaser’s receipt thereof. Within 60 days after the Closing occursDate, Seller shall provide Purchaser with a final reconciliation of CAM Charges through the Closing Date, together with such supporting documentation as Purchaser may reasonably request. All such adjustments will If the final reconciliation indicates that Xxxxxxxxx received a credit at Closing for overpaid CAM Charges that was more than it was entitled to receive, Purchaser shall remit the excess to Seller within 10 business days from its receipt of the final CAM reconciliation and supporting documentation. If the amount received by Purchaser at Closing for overpaid CAM Charges was less than Purchaser should have received, the shortfall shall be paid in cash to Purchaser by Seller at the party entitled theretosame xxxx Xxxxxx delivers the final CAM reconciliation and supporting documentation to Purchaser. All security deposits If the final CAM reconciliation indicates that there are still Underpayments, the Underpayments shall be transferred to Purchaser or credited against treated in the Purchase Price and all obligations with respect to such security deposits shall be assumed by Purchasermanner provided above.

Rents. (a) All fixed and additional rentals Rents (as hereinafter defined) paid by tenants under the Space Leases and other tenant charges, in each case as and when actually received, connection with their occupancy of the Real Property shall be adjusted and prorated as of the Cut Off TimeAdjustment Point. Delinquent Rents shall not be prorated. Seller shall deliver or provide a credit be entitled to all Rents under Leases attributable to the period prior to the Adjustment Point, and Purchaser shall be entitled to all Rents under Leases attributable to the period from and after the Adjustment Point. All prepaid Rents for periods of occupancy after the Adjustment Point shall be credited to Purchaser in an amount equal to all prepaid rents at Closing. Any Rents collected by Purchaser or Seller after Closing from any tenant who owes Rents for periods prior to Closing shall be applied (i) first, in payment of current Rents at the time of receipt, (ii) second, to delinquent Rents, if any, which became due after the Closing, and (iii) third, to delinquent Rents, if any, which became due and payable prior to the Closing Dateor otherwise attributable to the period prior to 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 Leases or in connection with their use or occupancy of the Real Property or any service or amenity relating thereto, including water, electricity, gas, sewage or other utilities charges or other pass-through fees and charges. (b) For a period of one hundred twenty (120) days following Closing, Purchaser shall bxxx tenants who owe Rents for periods prior to the Closing and use commercially reasonable efforts to pursue collection of such past due Rents to the full extent that Purchaser would endeavor to collect delinquent Rents owed to Purchaser, but shall not be obligated to engage a collection agency or take legal action or other enforcement action under the applicable Lease to collect such amount. Purchaser shall pay to Seller, no later than seven (7) days after collection, any collected amount that is owed to Seller, it being understood that any Rent and other sums collected by Purchaser under any Lease subsequent to the Closing shall first be applied to Rent and income obligations owing to Purchaser for its period of ownership. For a period of one hundred twenty (120) days following Closing, Purchaser may not waive any delinquent (or unpaid) Rents or 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. From and after Closing, Seller shall take no action with regards to obtaining delinquent Rent or other sums from existing tenants at the Property. With respect to delinquent or other uncollected Rents and any other amounts or other rights of any kind respecting tenants who are delinquent no longer tenants of the Property as of the Closing Date shall not be prorated on the Closing Date and Date, Seller shall retain all of the right to pursue the collection of such delinquent rents; provided that in connection with such efforts Seller shall have no right to terminate any Space Lease or to initiate any eviction proceeding against the applicable tenant thereunderrights relating thereto. To the extent Purchaser receives rents (including operating expense, tax and insurance charges payable by a Space Lessee) on or after the Closing Date that such Space Lessee designates are payable as delinquent rents for any period prior Notwithstanding anything contained herein to the Closing Datecontrary, Seller acknowledges and agrees that Purchaser shall promptly deliver such amounts to Seller. Purchaser shall use good faith efforts (at is under no cost to Purchaser) obligation to collect any such delinquent rents. Any percentage rents under Space Leases shall be prorated Rents on the basis of the ratio of the number of days expired before Closing to the number of days after Closing. In the event that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar year in which the Closing occurs. All such adjustments will be paid in cash to the party entitled thereto. All security deposits shall be transferred to Purchaser or credited against the Purchase Price and all obligations with respect to such security deposits shall be assumed by PurchaserSeller’s behalf.

Rents. (a) All fixed and additional rentals Rents (as hereinafter defined) paid by tenants under the Space Leases and other tenant charges, in each case as and when actually received, connection with their occupancy of the Real Property shall be adjusted and prorated as of the Cut Off TimeAdjustment Point. Seller Delinquent Rents shall deliver or provide a credit to Purchaser in an amount equal not be prorated. Sellers 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 Rents for periods of occupancy after Closing shall be credited to Buyer at Closing. Any Rents collected by Buyer or Sellers after the Closing Datefrom any tenant who owes Rents for periods prior to the Closing shall be applied (i) first, in payment of current Rents at the time of receipt, (ii) second, to delinquent Rents, if any, which became due after the Closing, and (iii) third, 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 Real Property or any service or amenity relating thereto, including water, electricity, gas, sewage or other utilities charges or other pass-through fees and charges. (b) Buyer shall bxxx tenants who owe Rents for periods prior to the Closing following the Closing (and Buyer will deliver to Sellers, concurrently with the delivery to such tenants, copies of all statements relating to Rent for periods prior to the Closing; provided, however, the failure to deliver any such copies to Sellers shall not constitute a default by Buyer under this Agreement) and use commercially reasonable efforts to pursue collection of such past due Rents to the full extent that Buyer would endeavor to collect delinquent Rents owed to Buyer, but shall not be obligated to engage a collection agency or take legal action or other enforcement action under the applicable Space Lease to collect such amount unless Buyer would do so for its own Rents. Buyer shall promptly pay to Sellers any collected amount that is owed to any Seller. For a period of two (2) months following the Closing, Buyer may not waive any delinquent (or unpaid) Rents or modify a Space Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which any Seller is entitled to receive a share of charges or amounts without first obtaining Sellers’ written consent. Sellers shall have the right from time to time following the Closing, upon reasonable prior notice to Buyer and during ordinary business hours, to review Buyer’s rental records with respect to such Space Leases. In addition, Sellers hereby reserve the right to pursue any remedy for damages against any tenant owing delinquent Rents and any other amounts to Sellers (including, without limitation, the prosecution of one or more lawsuits so long as such tenant is no longer a tenant at the Real Property). With respect to delinquent or other uncollected Rents and any other amounts or other rights of any kind respecting tenants who are delinquent no longer tenants of the Assets as of the Closing Date shall not be prorated on the Closing Date and Seller Date, Sellers shall retain the right to pursue the collection of such delinquent rents; provided that in connection with such efforts Seller shall have no right to terminate any Space Lease or to initiate any eviction proceeding against the applicable tenant thereunder. To the extent Purchaser receives rents (including operating expense, tax and insurance charges payable by a Space Lessee) on or after the Closing Date that such Space Lessee designates are payable as delinquent rents for any period prior to the Closing Date, Purchaser shall promptly deliver such amounts to Seller. Purchaser shall use good faith efforts (at no cost to Purchaser) to collect any such delinquent rents. Any percentage rents under Space Leases shall be prorated on the basis all of the ratio of the number of days expired before Closing to the number of days after Closing. In the event that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar year in which the Closing occurs. All such adjustments will be paid in cash to the party entitled rights relating thereto. All security deposits shall be transferred to Purchaser or credited against the Purchase Price and all obligations with respect to such security deposits shall be assumed by Purchaser.

Rents. All fixed and Rents, additional rentals under the Space Leases rents, operating costs, and other tenant charges, in each case as and when actually received, shall be prorated as income of the Cut Off Time. Property (other than security deposits) collected by Seller shall deliver or provide a credit to Purchaser in an amount equal to all prepaid rents from the Tenants for periods after the Closing Date. Rents which are delinquent as month of the Closing Date shall not be prorated on the Closing Date and Seller shall retain the right to pursue the collection of such delinquent rents; provided that in connection with such efforts Seller shall have no right to terminate any Space Lease or to initiate any eviction proceeding against the applicable tenant thereunder. To the extent Purchaser receives rents (including operating expense, tax and insurance charges payable by a Space Lessee) on or after the Closing Date that such Space Lessee designates are payable as delinquent rents for any period prior to the Closing Date, Purchaser shall promptly deliver such amounts to SellerClosing. Purchaser shall use good faith efforts (at no cost to Purchaser) to collect any such delinquent rents. Any percentage rents under Space Leases shall be prorated on the basis of the ratio of the number of days expired before Closing to the number of days after Closing. In the event that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar year in which the Closing occurs. All such adjustments will be paid in cash to the party entitled thereto. All security deposits shall be transferred to Purchaser or credited 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. Purchaser shall receive a credit against the Purchase Price payable by Purchaser to Seller 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 (vi) a Tenant is in arrears on the date of Closing in the payment of rent or other charges under such Tenant's Lease, and (vii) 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 Seller, out of and to the extent of the portion of such payment remaining after Purchaser deducts therefrom any and all obligations with respect sums due and owing it from such Tenant from and after the date of Closing, an amount up to such security deposits shall be assumed by Purchaserthe full amount of any arrearage existing on the date of Closing.

Rents. All fixed Prepaid rent, nondelinquent base rents, additional rents in the nature of operating expense recoveries, electricity recoveries, and additional rentals tax reimbursements under the Space Leases and other tenant charges, in each case as and when actually received, shall be prorated as prorated. Rents collected after the Closing Date from tenants whose rental was delinquent on the Closing Date shall be deemed to apply first to current rental due at the time of payment and second to the Cut Off Time. Seller shall deliver or provide a credit to Purchaser in an amount equal to all prepaid rents for periods after rentals which were delinquent on the Closing Date. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date Unpaid and Seller shall retain the right to pursue the collection of such delinquent rents; provided that in connection with such efforts Seller , to which the Stockholder is entitled, shall have no right be turned over to terminate any Space Lease or to initiate any eviction proceeding against the applicable tenant thereunder. To Stockholder if collected by the extent Purchaser receives rents (including operating expense, tax and insurance charges payable by a Space Lessee) on or Sub after the Closing Date that within 30 days of collection, less any reasonable third-party out-of-pocket collection costs actually incurred by the Sub. The Sub agrees to use good faith efforts to attempt to collect such Space Lessee designates are payable as delinquent rents for any period prior to rents. On the Closing Date, Purchaser shall promptly deliver such amounts to Seller. Purchaser shall use good faith efforts (at no cost to Purchaser) to collect any such delinquent rents. Any percentage rents under Space Leases the Sub shall be prorated on entitled to a credit for any tenant security deposits and interest thereon, if any, and any other amounts due tenants pursuant to such security deposits unless such security deposits have been previously applied by the basis of the ratio of the number of days expired before Closing to the number of days after ClosingCompany. In the event that any additional rent or the proration calculation thereof is subject to adjustment pursuant to the terms and provisions of operating expensesany Lease (e.g., taxesyear-end adjustments to escalation charges, insurance charges and/or percentage tenant audits, and the like), then after the amount of such additional rent cannot is finally determined by the Parent (which determination shall be fully prorated because of reasonably made), the unavailability of information then such parties shall make the proper adjustments so that the proration will be tentatively prorated on accurate based upon the best available information actual amount of such additional rent collected for the period in question, and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar year in which the Closing occurs. All such adjustments will payment shall be paid in cash made promptly to the party Sub or the Stockholder, whichever may be entitled thereto. All security deposits shall be transferred to Purchaser or credited against the Purchase Price and all obligations with respect to such security deposits shall be assumed payment, by Purchaserthe other party for the purpose of making such adjustment.

Rents. All fixed Except as otherwise provided herein as to CAM Charges and additional rentals under the Space Leases percentage rent, all rents and other tenant charges, in each case as and when actually received, shall be prorated as charges other than CAM Charges (“Rent”) receivable from Tenants of the Cut Off Time. Property earned and attributable to the period prior to but not including the Closing Date will be retained by Seller shall deliver to the extent that such Rents have been collected on or provide a credit to Purchaser in an amount equal to all prepaid rents for periods after before the Closing Date. ; Rents which are delinquent as of earned and attributable to the Closing Date shall not be prorated period beginning on and including the Closing Date and Seller shall retain thereafter will be paid to Buyer. Rents earned by the right Property prior to pursue and not including the collection of such delinquent rents; provided that in connection with such efforts Seller shall have no right to terminate any Space Lease or to initiate any eviction proceeding against Closing Date but received by the applicable tenant thereunder. To the extent Purchaser receives rents (including operating expense, tax and insurance charges payable by a Space Lessee) Buyer on or after the Closing Date will be paid to Seller; provided that the Buyer will have no obligation to enforce collection of such Space Lessee designates are payable as delinquent rents for Rents. Notwithstanding any period prior characterization made or position taken by any tenant with respect to the application of Rents paid by it, all Rents received by Buyer on or after the Closing Date, Purchaser shall promptly deliver such amounts to Seller. Purchaser shall use good faith efforts (at no cost to Purchaser) to collect any such delinquent rents. Any percentage rents under Space Leases Date shall be prorated deemed attributable to the amounts payable under the applicable Tenant Lease, in the order of age, with the payments received attributed first to the newest amount then due and payable. (a) Buyer shall be entitled to a prorata portion of such percentage rent payment based on the basis of the ratio of the number of days expired before Closing within the applicable percentage rent fiscal period that Buyer owned the demised premises, and (b) Seller shall be entitled to a prorata portion of such percentage rent payment based on the number of days after Closing. In within the event that the proration of operating expenses, taxes, insurance charges and/or applicable percentage rent cannot fiscal period that Seller owned the demised premises. Until the adjustment described below is made, all percentage rent amounts received by Seller before the Closing Date shall be fully prorated because of retained by Seller, except that all percentage rent payments received by either party for the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar year month in which the Closing occursDate occurs shall be prorated as between Seller and Buyer based upon the number of days in that month and the party receiving such percentage rent payment shall remit to (if received on or after the Closing Date) or credit (if received before the Closing Date) the other party its proportionate share. All such Except as aforesaid, all percentage rent amounts received by Buyer on or after the Closing Date shall be retained by Buyer until the final adjustment of percentage rent as described below and determination of Seller’s allocable share thereof. No later than the first (1st) anniversary of the Closing Date (the “Final Rent Adjustment Date”), Seller and Buyer shall make a final adjustment in accordance with the provisions of this Section 5.5(a) of percentage rent and other items of Rents for which final adjustments will or prorations could not be determined at the Closing, if any, because of the lack of actual statements, bills or invoices for the current period, the unavailability of final sales figures or amounts for percentage rent or any other reason. Any net adjustment in favor of Buyer or Seller is to be paid in cash by the other no later than thirty (30) days after such final adjustment has been made. Seller and Buyer will cooperate in making the required adjustments, including making available the books and records in their respective possession that may be necessary to the party entitled thereto. All security deposits shall be transferred review in order to Purchaser or credited against the Purchase Price and all obligations with respect to such security deposits shall be assumed by Purchasercomplete this reconciliation.

Rents. (a) All fixed and additional rentals 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 other tenant chargesprorated on an “if, in each case as and when actually receivedcollected” 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 be prorated as of the Cut Off Time. Seller shall deliver or provide a credit to Purchaser Seller at Closing in an the amount equal 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 Rents for periods of occupancy after Closing shall be credited to Buyer at Closing. Any Rents collected by Buyer or Seller after the Closing Datefrom 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 which are delinquent as “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 Date 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, reasonable attorneys’ fees and expenses incurred in connection therewith, arising out of or resulting from Buyer’s failure to remit any amounts actually received from Seller to tenants in accordance with the provisions hereof. (b) For a period of six (6) months after Closing, Buyer shall xxxx tenants who owe Rents for periods prior to the Closing following the Closing (and Buyer will deliver to Seller, concurrently with the delivery to such tenants, copies of all statements relating to Rent for periods prior to the Closing) and use commercially reasonable efforts to pursue collection of such past due Rents to the full extent that Buyer would endeavor to collect delinquent Rents owed to Buyer, but shall not be prorated on obligated to engage a collection agency or take legal action or other enforcement action under the Closing Date and applicable Space Lease to collect such amount unless Buyer would do so for its own Rents. Buyer may not waive any delinquent (or unpaid) Rents or modify a Space 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. Seller shall retain have the right from time to time for six (6) months following the Closing, upon at least three (3) days’ prior notice to Buyer and during ordinary business hours, to review Buyer’s rental records with respect to such Space Leases. In addition, Seller hereby reserves the right to pursue any remedy for damages against any tenant owing delinquent Rents and any other amounts to Seller (including, without limitation, the collection prosecution of such delinquent rents; provided that in connection with such efforts Seller one or more lawsuits, but shall have no right not be entitled to terminate any Space Lease or any tenant’s right to initiate possession). With respect to delinquent or other uncollected Rents and any eviction proceeding against other amounts or other rights of any kind respecting tenants who are no longer tenants of the applicable tenant thereunder. To the extent Purchaser receives rents (including operating expense, tax and insurance charges payable by a Space Lessee) on or after the Closing Date that such Space Lessee designates are payable Asset as delinquent rents for any period prior to of the Closing Date, Purchaser Seller shall promptly deliver such amounts to Seller. Purchaser shall use good faith efforts (at no cost to Purchaser) to collect any such delinquent rents. Any percentage rents under Space Leases shall be prorated on the basis retain all of the ratio of the number of days expired before Closing to the number of days after Closing. In the event that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar year in which the Closing occurs. All such adjustments will be paid in cash to the party entitled rights relating thereto. All security deposits shall be transferred to Purchaser or credited against the Purchase Price and all obligations with respect to such security deposits shall be assumed by Purchaser.

Rents. All fixed Rents (including both minimum rent and additional rentals Additional Rent, as herein defined) payable by tenants under the Space Leases and (other tenant charges, in each case as and when actually receivedthan delinquent rents), shall be prorated as of and when collected (whether such collection occurs prior to, on, or after the Cut Off TimeClosing Date). Seller Buyer shall deliver or provide receive a credit for the amounts actually received by Seller (i.e., landlord) before the Closing Date and which pertain to Purchaser in an amount equal to all prepaid rents for periods any period after the Closing Date. Rents 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 as in the payment of the Closing Date shall not be prorated rent on the Closing Date and Seller shall retain the right to pursue the collection of such delinquent rents; provided that in connection with such efforts Seller shall have no right to terminate any Space Lease or to initiate any eviction proceeding against the applicable tenant thereunder. To the extent Purchaser receives rents (including operating expense, tax and insurance charges payable by a Space Lessee) on or after the Closing Date that such Space Lessee designates are payable as delinquent rents for any period prior to the Closing Date, Purchaser Seller shall promptly deliver such amounts be permitted to Seller. Purchaser shall use good faith reasonable efforts (at no cost but shall not be permitted to Purchasercommence legal action or terminate or evict a tenant) to collect any or cause to be collected such delinquent rentsrents following the Closing Date. Any percentage and all rents under Space Leases 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 prorated on the basis of the ratio of the number of days expired before Closing successively applied (after deduction for reasonable collection costs) to the number payment of days after Closing. In (x) rent due and payable for the event that month in which the proration of operating expensesClosing occurs, taxes, insurance charges and/or percentage (y) rent cannot be fully prorated because of due and payable for the unavailability of information then such proration will be tentatively prorated on months succeeding the best available information month in which the Closing occurs (through and Seller including the month in which payment is made) and Purchaser will make (z) rent due and payable for the appropriate final adjustments within ninety (90) days following months preceding the end of the calendar year month in which the Closing occurs. All such adjustments will be paid in cash If all or part of any rents or other charges received by Buyer following the Closing are allocable to Seller pursuant to the party entitled thereto. All security deposits foregoing sentence, then such sums shall be transferred promptly paid to Purchaser Seller; if all or credited 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 the Purchase Price and all obligations any tenant with respect to such security deposits delinquent rents, but shall be assumed by Purchaserhave no right to exercise any other remedy under the Lease (including, without limitation, termination or eviction).

Rents. All fixed Prepaid rent, nondelinquent base rents, additional rents in the nature of operating expense recoveries and additional rentals tax reimbursements under the Space Leases and other tenant charges, in each case as and when actually received, shall be prorated as of the Cut Off TimeClosing Date. Seller Rents collected after the Closing Date from tenants whose rental was delinquent on the Closing Date, shall deliver or provide a credit be deemed to Purchaser in an amount equal apply first to all prepaid rents for periods current rental due at the time of payment and second to the rentals which were delinquent on the Closing Date. Unpaid and delinquent rents, to which Owner is entitled, shall be turned over promptly to Owner if collected by Operating Partnership after the Closing Date, less any reasonable collection costs actually incurred by Operating Partnership. Rents which are delinquent as of the Closing Date Operating Partnership agrees to use good faith efforts to attempt to collect such rents but shall not be prorated on the Closing Date and Seller shall retain the right to pursue the collection of such delinquent rents; provided that in connection with such efforts Seller shall have no right obligated to terminate any Space Lease lease or to initiate any eviction proceeding against the applicable tenant thereunderlegal proceedings. To the extent Purchaser receives rents (including operating expense, tax and insurance charges payable by a Space Lessee) on or after the Closing Date that such Space Lessee designates are payable as delinquent rents for any period prior to As of the Closing Date, Purchaser shall promptly deliver such amounts to Seller. Purchaser shall use good faith efforts (at no cost to Purchaser) to collect any such delinquent rents. Any percentage rents under Space Leases Operating Partnership shall be prorated on entitled to a credit for any tenant security deposits and interest thereon, if any, and any other amounts due tenants' pursuant to such security deposits unless such security deposits are assigned pursuant to Section 8 or have been previously applied by Owner (an "Applied Security Deposit"). Owner hereby indemnifies Operating Partnership, effective from and after the basis Closing, for the amount of any Applied Security Deposit and interest, if any, payable thereon under the ratio applicable Lease applied in violation of any Lease, as to which the number of days expired before Closing to Tenant under the number of days after Closingapplicable Lease does not supply a Tenant Estoppel acknowledging that the security deposit has become an Applied Security Deposit. In the event that any additional rent or the calculation thereof is subject to adjustment pursuant to the terms and provisions of any Lease (e.g., year-end adjustments to escalation charges and the like), then after the amount of such additional rent is finally determined by Operating Partnership and Owner, the parties shall make the proper adjustments so that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration rents will be tentatively prorated on accurate based upon the best available information actual amount of additional rent collected for the period in question, and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar year in which the Closing occurs. All such adjustments will be paid in cash to the party entitled thereto. All security deposits payment shall be transferred made promptly to Purchaser Operating Partnership or credited against the Purchase Price and all obligations with respect Owner, whichever may be entitled to such security deposits shall be assumed payment, by Purchaserthe other party for the purpose of making such adjustment.

Rents. All fixed Current and additional rentals advance rentals; operating expenses, real estate tax and insurance escalations and adjustments and other charges payable by the tenant under the Space Leases Tenant Lease (collectively, "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) 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 charges, in each case as and when actually received, shall to landlord under the Tenant Lease will be prorated as of the Cut Off Time. Seller shall deliver or provide a credit to Purchaser in an amount equal to all prepaid rents for periods after the Closing Proration Date. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date and Seller shall retain the right to pursue the collection of such delinquent rents; provided that in connection with such efforts Seller shall have no right to terminate any Space Lease or to initiate any eviction proceeding against the applicable tenant thereunder. To the extent Purchaser receives rents (including operating expense, tax and insurance charges payable by a Space Lessee) on or after the Closing Date that such Space Lessee designates are payable as delinquent rents for any period prior to the Closing Date, Purchaser shall promptly deliver such amounts to Seller. Purchaser shall use good faith efforts (at no cost to Purchaser) to collect any such delinquent rents. Any percentage rents under Space Leases shall be prorated on the basis of the ratio of the number of days expired before Closing to the number of days after Closing. In the event that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Closing Date the tenant is delinquent (i) to Seller and Purchaser will make for amounts due or accrued from the appropriate final adjustments within ninety (90) days following the end of the calendar year in which the Closing occurs. All such adjustments will be paid in cash tenant prior to the party entitled thereto. All security deposits Proration Date, then (ii) the balance to Purchaser; if Purchaser recovers any such delinquent amounts, the same shall be transferred distributed in the following order of priority: (i) to Purchaser for amounts due or credited against accrued from the Purchase Price tenant from and after the Proration Date, then (ii) the balance to Seller. Seller agrees that it shall be responsible for and shall indemnify, defend and hold Purchaser harmless from, and promptly pay when due, all obligations real estate commissions due under the Tenant Lease (but in all events excluding any real estate commissions due and payable with respect to such security deposits any renewal, extension or expansion of the Tenant Lease which may occur subsequent to the Closing, which shall be assumed by the sole obligation of Purchaser). In addition, Seller shall be responsible for and promptly pay when due any remaining tenant improvement allowances which Seller may owe the tenant under the Tenant Lease relating to the initial tenant improvements to be constructed pursuant to the Tenant Lease.

Rents. All fixed and additional rentals (a) Purchaser will receive a credit for all prepaid Rents, if any, paid by any tenants. Rents under the Space Leases will be adjusted and other tenant charges, in each case pro rated on an “if as and when actually receivedcollected” basis. If, shall be prorated as of on the Cut Off Time. Seller shall deliver or provide a credit to Purchaser in an amount equal to all prepaid Closing Date, there are any unpaid rents for periods the month of Closing or past due Rents owing by any tenant for any prior period, Rents collected by Purchaser after the Closing DateDate from such tenants will be applied first, to amounts due Purchaser for periods following the month in which the Closing occurred, second, to the month of Closing; third, to amounts due Seller for the month prior to Closing; and fourth, to amounts due Seller for periods prior to the month before the Closing occurred. Purchaser will use commercially reasonable efforts after Closing to collect all Rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or incur any out-of-pocket expense to collect any delinquent Rents. After Closing, for so long as a tenant remains a tenant of the Property, Seller will not initiate any action against such tenant for collection of any Rent. The party receiving such amount shall pay to the other party the portion to which are delinquent it is entitled, within ten (10) days of its receipt of same. (b) After Closing once Seller has received all information necessary to prepare same, Seller shall prepare and deliver to Purchaser the bills to tenants for amounts under Leases due to or from tenants attributable to periods prior to January 1, 2014 (including, without limitation, delinquencies and sums due with respect to the reconciliation of Overage Rent (as hereinafter defined) for the 2013 calendar year (the “2013 Reconciliation”). At the time of delivery of the 2013 Reconciliation, Seller shall pay to Purchaser (for payment by Purchaser to the applicable tenant) any overpayment received by Seller from tenants for the 2013 calendar year. Promptly following Seller’s delivery of the 2013 Reconciliation to Purchaser, Purchaser shall reproduce such bills on Purchaser’s letterhead and deliver the same and any such overpayments (together with invoices for any underpayment by any tenant attributable to the 2013 calendar year) to the applicable tenants. Purchaser will use commercially reasonable efforts to collect from tenants any underpayment for Overage Rent due by such tenants as a result of the 2013 Reconciliation, and the amount of such under-collected rents shall be paid and delivered to Seller after actual receipt by Purchaser of payment from such tenants. (c) Supplementing subsection (a) above, additional or escalation rent based upon: (x) a percentage of sales or (y) tenant’s share of real estate taxes, operating expenses, labor costs, costs of living indices or xxxxxx’x wages (collectively, “Overage Rent”) attributable to the period commencing January 1, 2014 and ending as of 12:01 a.m. on the Closing Date shall not be prorated on pro rated between Seller and Purchaser at Closing. (d) The provisions of this Section 11.3 shall survive the Closing Date and Seller shall retain the right to pursue delivery of the collection Deed for a period of such delinquent rents; provided that in connection with such efforts Seller shall have no right to terminate any Space Lease or to initiate any eviction proceeding against the applicable tenant thereunder. To the extent Purchaser receives rents nine (including operating expense, tax and insurance charges payable by a Space Lessee9) on or after the Closing Date that such Space Lessee designates are payable as delinquent rents for any period prior to months from the Closing Date, Purchaser shall promptly deliver such amounts to Seller. Purchaser shall use good faith efforts (at no cost to Purchaser) to collect any such delinquent rents. Any percentage rents under Space Leases shall be prorated on the basis of the ratio of the number of days expired before Closing to the number of days after Closing. In the event that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar year in which the Closing occurs. All such adjustments will be paid in cash to the party entitled thereto. All security deposits shall be transferred to Purchaser or credited against the Purchase Price and all obligations with respect to such security deposits shall be assumed by Purchaser.

Rents. All fixed (A) Fixed or minimum rents, taxes and additional rentals assessments and compactor charges (collectively referred to in this Section 7.2(d)(ii)(A) as "Rents") payable by tenants under the Space Leases and other tenant charges, in each case as and when actually received, shall be prorated as of the Cut Off TimeClosing Date (whether such collection occurs prior to, on, or after the Closing Date). Seller Acquiror shall deliver or provide receive a credit for the amounts actually received by Contributor on or before the Closing Date and which pertain to Purchaser in an amount equal to all prepaid rents for periods any period after the Closing Date. Rents Acquiror 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. Notwithstanding any provision of this Agreement, Contributor shall have the right, in its sole discretion prior to Closing, to apply any security deposits held by Contributor under any Leases to remedy any default or delinquencies under such Leases in accordance with the terms thereof. As to any tenants that are delinquent as in the payment of Rent or other charges on the Closing Date Date, Acquiror shall use reasonable efforts (but shall not be prorated on required to commence legal action) to collect or cause to be collected such delinquent rents for twelve (12) months following the Closing Date Date. Any and Seller all Rents and other charges so collected by Acquiror following the Closing (less a deduction for all reasonable collection costs and expenses incurred by Acquiror) shall retain be successively applied to the payment of (1) Rent and other charges due and payable in the month in which the Closing occurs, (2) Rent and other charges 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 (3) Rent and other charges due and payable in the months preceding the month in which the Closing occurs. If all or part of any Rents or other charges received by Acquiror following the Closing are allocable to Contributor pursuant to the foregoing sentence, then such sums shall be promptly paid to Contributor. Contributor reserves the right to collect delinquent Rents and other charges owed to Contributor and to pursue the collection of such any damages remedy Contributor may have against any tenant or former tenants with respect to delinquent rents; provided that in connection with such efforts Seller Rents and other charges, but shall have no right to terminate exercise any Space other remedy under the Lease (including, without limitation, termination, eviction, or to initiate any eviction commencing involuntary bankruptcy proceeding against tenants). Contributor shall promptly pay to Acquiror amounts allocable to Acquiror pursuant to this Section. (B) Intentionally deleted. (C) With respect to the applicable tenant thereunderPromotion Fund - Media Fund (the "PM Fund"), Contributor shall pay all invoices received prior to the Closing Date and shall deliver to Acquiror the funds therein that exist on the Closing Date. To Acquiror shall pay all invoices related to the extent Purchaser receives rents (including operating expense, tax and insurance charges payable PM Fund received by a Space Lessee) Acquiror or Contributor on or after the Closing Date whether relating to periods before or after the Closing Date. Contributor warrants that such Space Lessee designates are payable the amounts remaining in the PM Fund as delinquent rents for any period of the Closing Date will be sufficient to satisfy all outstanding obligations with respect to the PM Funds incurred prior to the Closing Date. The provisions of the immediately preceding sentence shall survive the Closing for one (1) year. (D) With respect to the gift certificate program, Purchaser shall promptly deliver such amounts to Seller. Purchaser shall use good faith efforts commencing on or about December 15, 1997 Landlord has been under contract with Mid-America Money Order Company (at no cost to Purchaser"Mid-America") to collect operate the gift certificate program for the Property, so that Mid-America is responsible for honoring any such delinquent rentsgift certificates redeemed by customers of the Property sold while Mid-America's Gift Certificate Trust Agreement has been in effect. Contributor shall cause Mid-America to deliver an estoppel certificate confirming the foregoing facts and stating the amounts of gift certificates outstanding for which it is responsible. Contributor will pay to Acquiror on the Closing Date an amount equal to the unexpired gift certificates issued by Contributor prior to the commencement of the program with Mid-America as set forth on EXHIBIT JJ hereto, which Contributor warrants to be true and complete. The provisions of the immediately preceding sentence shall survive the Closing for one (1) year. (E) Any percentage charges for common area, insurance charges, operating and maintenance expenses, escalation rents or charges, electricity charges, cost of living increases or any other charges of a similar nature other than fixed or base rent under Space the Leases (collectively, "Additional Rents") shall be prorated as of the Closing Date between Acquiror and Contributor on or before the date which is sixty (60) days following the Closing Date, based on the basis actual amount spent and received as of the ratio Closing Date and the amount that will be paid by tenants under their Leases for the calendar year 1998. Contributor shall provide Acquiror with information regarding Additional Rents which were received by Contributor on or prior to Closing and the amount of reimbursable expenses paid or incurred by Contributor on or prior to Closing on before the date which is sixty (60) days following the Closing ("Reconciliation"). Upon reasonable notice and during normal business hours, Contributor shall make available to the Acquiror all information reasonably required to confirm the Reconciliation. In the event of any overpayment of Additional Rents by the tenants to Contributor, Contributor shall promptly, but in no event later than thirty (30) days after date of the Reconciliation, pay to Acquiror the amount of such overpayment. In the event of an anticipated underpayment of Additional Rents by the Tenants to Contributor, Acquiror shall pay to Contributor the amount of such underpayment within thirty (30) days following Acquiror's receipt of such Reconciliation. (F) With respect to percentage rents due from tenants for lease years which end on or before the Closing Date, Contributor shall be entitled to all such percentage rents. With respect to percentage rents due from tenants with lease years that end between the day after the Closing Date and the first anniversary of the Closing Date, Acquiror shall pay to Contributor the percentage rent received by Acquiror for such lease year times a fraction the numerator of which shall be the number of days expired before between the beginning of such lease year and including the Closing Date, and the denominator of which shall be 365. Such amount shall be paid within thirty (30) days after Acquiror receives such percentage rents. Upon reasonable notice and during normal business hours, Acquiror shall make available to Contributor all information reasonably required to reconcile the amounts payable hereunder with respect to percentage rent. Acquiror shall deliver to Contributor on a quarterly basis copies of all annual statements of gross sales received by Acquiror with respect to the number of days after Closingperiod covered by the percentage rent proration. In the event that Acquiror audits any tenant paying percentage rent with respect to the period of the proration of operating expensesor before, taxes, insurance charges and/or percentage rent cannot be fully prorated because Acquiror shall deliver to Contributor a copy of the unavailability results of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments audit within ninety thirty (9030) days following receipt and Contributor will be entitled to any additional percentage rent for the end period of the calendar year in which proration and before. If any percentage rent has been collected by Contributor before the Closing occurs. All Closing, the parties will adjust the amounts owed hereunder to reflect such adjustments will be paid in cash to the party entitled thereto. All security deposits shall be transferred to Purchaser or credited against the Purchase Price and all obligations with respect to such security deposits shall be assumed by Purchaserreceipt of funds.

Rents. All fixed and additional rentals (a) Rents due under the Space Leases and other tenant chargesLeases, in each case as and when actually receivedwell as any pre-paid rents, shall be prorated as of the Cut Off Time. Seller shall deliver or provide Closing Date, with Purchaser entitled to a credit for the rents applicable to Purchaser in an amount equal to all prepaid rents for periods after the Closing Date. Rents which are delinquent as of the Closing Date shall not be prorated and thereafter. (b) If on the Closing Date and Seller shall retain any Tenant is in arrears in the right to pursue payment of any rent under any Lease (the collection of such delinquent rents; provided that in connection with such efforts Seller shall have no right to terminate any Space Lease or to initiate any eviction proceeding against the applicable tenant thereunder. To the extent Purchaser receives rents (including operating expense, tax and insurance charges “Delinquent Rent”) payable by a Space Lesseeit, any Delinquent Rent received by Purchaser and the respective Seller from such Tenant after the Closing shall be applied to amounts due and payable by such Tenant during the following periods in the following order of priority: (A) first, to the period of time on or after the Closing Date that such Space Lessee designates are payable as delinquent rents for any Date, and (B) second, to the period prior to of time before the Closing Date. If Delinquent Rent or any portion thereof received by a Seller or Purchaser after the Closing are due and payable to the other party by reason of this allocation, the appropriate sum, less a proportionate share of any reasonable attorneys’ fees and costs and expenses expended in connection with the collection thereof, shall be promptly paid to the other party. The provisions of this Section 9.2(b) shall survive the Closing. (c) After the Closing, each Seller shall continue to have the right, in its own name, to demand payment of and to collect Delinquent Rent owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant. Purchaser agrees to reasonably cooperate with such Seller in connection with any reasonable efforts by such Seller to collect such Delinquent Rent; provided, that Purchaser shall promptly deliver such amounts to Seller. Purchaser shall use good faith efforts (at no cost to Purchaser) to collect any such delinquent rents. Any percentage rents under Space Leases shall be prorated on the basis of the ratio of the number of days expired before Closing to the number of days after Closing. In the event that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because obligated to declare a default under any Lease, institute any legal action against any Tenant or exercise any other remedies under the Leases in connection therewith. The provisions of this Section 9.2(c) shall survive the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar year in which the Closing occurs. All such adjustments will be paid in cash to the party entitled thereto. All security deposits shall be transferred to Purchaser or credited against the Purchase Price and all obligations with respect to such security deposits shall be assumed by PurchaserClosing.

Rents. All fixed and additional rentals under the Space Leases and other tenant charges, in each case as and when actually received, (a) Title Company shall be prorated as of the Cut Off Time. Seller shall deliver or provide a credit to Purchaser in an amount equal to all prepaid rents for periods after the Closing Date. Rents which are delinquent prorate as of the Closing Date rental income (other than rental income that is more than one (1) month delinquent as of the Close of Escrow, such rental income being hereinafter referred to as “Delinquent Rent”) and all other amounts paid by tenants under the Tenant Leases for the month in which the Closing Date occurs. (b) Delinquent Rent shall not be prorated on the Closing Date and Seller shall retain the right to pursue the collection prorated; provided, that any payment of such delinquent rents; provided that in connection with such efforts Seller shall have no right to terminate any Space Lease or to initiate any eviction proceeding against the applicable tenant thereunder. To the extent Purchaser receives rents (including operating expense, tax and insurance charges payable by a Space Lessee) on or Delinquent Rent after the Closing Date that Close of Escrow shall be the property of Seller, and Buyer shall pay any Delinquent Rent which Buyer receives after the Close of Escrow to Seller within ten (10) days after receipt thereof. In determining whether all or any portion of any rental payment received by Buyer after the Close of Escrow represents Delinquent Rent, such Space Lessee designates are payable as delinquent rents rental payment shall be applied in the following order of priority: (i) first in respect of the rental obligation for the current month; (ii) then, to any period prior rental obligation for the month or months preceding the month in which the Close of Escrow occurred; (iii) then, to the Closing Date, Purchaser shall promptly deliver such amounts to Seller. Purchaser shall use good faith efforts month in which the Close of Escrow occurred (at no cost to Purchaser) to collect any such delinquent rents. Any percentage rents under Space Leases shall be prorated on the basis of the ratio of the number of days expired before Closing subject to the number prorations, if any, under this Agreement); (iv) then, to the period following the month in which the Close of days after ClosingEscrow occurred, other than the current month; and (v) finally, to future months. In the event that there shall be any rents or other charges under any Tenant Leases which, although relating to a period prior to the proration Close of operating expensesEscrow, taxesdo not become due and payable until after the Close of Escrow, insurance then any rents or charges and/or percentage rent cannot of such type received by Buyer or its agents or Seller or its agents subsequent to the Close of Escrow shall, to the extent applicable to a period extending through the Close of Escrow, be fully prorated because between Seller and Buyer as of the unavailability Close of information then such proration will Escrow and Seller’s portion thereof shall be tentatively prorated credited to Seller on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar year in which the Closing occurs. All such adjustments will be paid in cash to the party entitled thereto. All security deposits shall be transferred to Purchaser or credited against the Purchase Price and all obligations with respect to such security deposits shall be assumed by PurchaserSettlement Statement.

Rents. All fixed Rents (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations and all additional rentals charges payable by tenants under the Space Leases and other tenant chargesLeases, in each case as and when (collectively, “Rents”)) actually received, collected by Seller prior to Closing shall be prorated as of the Cut Off Time. Seller shall deliver or provide a credit to Purchaser in an amount equal to all prepaid rents for periods after the Closing Date. During the period after Closing, Purchaser shall, within five (5) business days following receipt, deliver to Seller Seller's prorated portion of any and all Rents which are delinquent accrued but uncollected as of the Closing Date to the extent subsequently collected by Purchaser; provided, however, (a) Purchaser shall apply Rents received after Closing first to payment of Rent due for the month of Closing, then to current Rent then due, and thereafter to delinquent Rents in inverse order of maturity; and (b) “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall not be prorated on the Closing Date 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 retain have the right right, after Closing, to pursue proceed against tenants for Rents allocable to the collection period of such delinquent rents; Seller’s ownership of the Property, provided that in connection with such efforts Seller shall have no right to declare the lease to be in default, terminate a lease or commence eviction or similar proceedings against any Space Lease or to initiate any eviction proceeding against the applicable tenant thereunder. To the extent Purchaser receives rents (including operating expense, tax and insurance charges payable by a Space Lessee) on or after the Closing Date that such Space Lessee designates are payable as delinquent rents for any period prior to the Closing Date, Purchaser shall promptly deliver such amounts to Sellertenant. Purchaser shall use good faith commercially reasonable efforts (at no cost to Purchaser) to collect all pass-through rents payable by tenants and any such delinquent rentsRents (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents). Any percentage rents The amount of any unapplied security deposits under Space the Leases held by Seller in cash at the time of Closing shall be prorated on the basis of the ratio of the number of days expired before Closing to the number of days after Closing. In the event that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar year in which the Closing occurs. All such adjustments will be paid in cash to the party entitled thereto. All security deposits shall be transferred to Purchaser or credited against the Purchase Price and all obligations with respect to such Price; accordingly, Seller shall retain the actual cash deposits. If any security deposits are in the form of a letter of credit, Seller shall assign its interest in the letter of credit to Purchaser (to the extent assignable) and/or, at Purchaser's election, assist Purchaser to become the beneficiary thereunder, and deliver the original letter of credit to Purchaser at Closing. All costs to assign such letter of credit shall, unless payable by the tenant, be assumed borne by Purchaser.

Rents. All fixed and additional rentals (A) Rents payable by tenants under the Space Leases and other tenant chargesany Approved Leases, in each case if applicable, shall be prorated as and when collected (whether such collection occurs prior to, on or after the Closing Date). Purchaser shall receive a credit for the amounts actually received by Seller before the Closing Date and which pertain to any period after the Closing Date. Purchaser 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, Purchaser shall use reasonable efforts (but shall not be required 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 Purchaser following the Closing shall be successively applied to the payment of (x) rent due and payable in the month in which the Closing occurs, (y) rent due and payable in 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 in the months preceding the month in which the Closing occurs. If all or part of any rents or other charges received by Purchaser following the Closing are allocable to Sellers pursuant to the foregoing sentence, then such sums shall be promptly paid to Sellers. Sellers reserve the right to pursue any damages remedy Sellers may have against any tenant with respect to such delinquent rents, but shall have no right to exercise any other remedy under a Lease (including, without limitation, termination or eviction) and shall not commence any legal action against a tenant for a period of 90 days following the Closing Date. (B) Any percentage rent, escalation charges for real estate taxes, parking charges, operating and maintenance expenses, escalation rents or charges, electricity charges, cost of living increases or any other charges of a similar nature other than fixed or base rent under the Leases and any New England Portfolio Approved Leases, if applicable (collectively, the "Additional Rents") shall be prorated as of the Cut Off Time. Seller shall deliver or provide a credit to Purchaser in an amount equal to all prepaid rents for periods after the Closing Date. Rents which are delinquent as of the Closing Date shall not be prorated based on the Closing Date estimated amounts charged and Seller shall retain the right collected. Prior to pursue the collection of such delinquent rents; provided that in connection with such efforts Seller shall have no right to terminate any Space Lease or to initiate any eviction proceeding against the applicable tenant thereunder. To the extent Purchaser receives rents (including operating expense, tax and insurance charges payable by a Space Lessee) on or after the Closing Date that such Space Lessee designates are payable as delinquent rents for any period prior to the Closing Date, Purchaser shall promptly deliver such amounts to Seller. Purchaser shall use good faith efforts (at no cost to Purchaser) to collect any such delinquent rents. Any percentage rents under Space Leases shall be prorated on the basis of the ratio of the number of days expired before Closing to the number of days after Closing. In the event that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar year in which the Closing occurs, Sellers shall provide Purchaser with information regarding Additional Rents which were received by Sellers prior to Closing and the amount of reimbursable expenses paid by Sellers prior to Closing. All On or before the date ninety (90) days after the Closing and periodically thereafter, Purchaser shall deliver to Sellers a reconciliation of all Additional Rents due or expenses reimbursable by tenants under the Leases and any Approved Leases, if applicable, and the amount of Additional Rents received by Sellers and Purchaser relating thereto (the "Reconciliation"). The Reconciliation shall be based upon Additional Rents actually collected by Purchaser and the corresponding expenses. To the extent Additional Rents due from tenants have not been received by Purchaser, that portion of the Reconciliation shall be delayed until such adjustments will be paid in cash amounts are collected and Purchaser shall continue to use diligent efforts to collect such Additional Rents from tenants. Purchaser shall deliver additional Reconciliation statements on a periodic basis, not more frequently than monthly, after the date ninety (90) days after Closing. Upon reasonable notice and during normal business hours, each party shall make available to the party entitled theretoother all information reasonably required to confirm the Reconciliation. All security deposits In the event of any overpayment of Additional Rents by the tenants to Sellers, Sellers shall be transferred promptly, but in no event later than fifteen (15) days after receipt of a Reconciliation, pay to Purchaser the amount of such overpayment and Purchaser, as the landlord under the particular Leases or credited against Approved Leases, if applicable, shall pay or credit to each applicable tenant the Purchase Price and all obligations with respect amount of such overpayment. In the event of an underpayment of Additional Rents by the tenants to Sellers, Purchaser shall pay to Sellers the amount of such security deposits shall be assumed by underpayment within fifteen (15) days following Purchaser's receipt of any such amounts from the tenants.

Rents. All fixed and additional rentals base rent under the Space Leases Leases, any percentage rent under retail leases, and other charges under the Leases, including, without limitation, payments by tenants for amortization of tenant chargesimprovements costs, in each case all tenant contributions relating to Impositions, operating expenses, insurance premiums, common area maintenance charges and similar "pass-through" items and cost-of-living or other adjustments based on the Consumer Price Index or similar statistics, and all other items of income derived from the operation of the Property (all such charges other than base rent are herein referred to as and when actually received, "ADDITIONAL RENT") shall be prorated as of the Cut Off Time. Seller shall deliver or provide a credit to Purchaser in an amount equal to all prepaid rents for periods after close of the day immediately preceding the Closing Date. Rents which Rentals are delinquent as of "delinquents" when payment thereof is due prior to the Closing Date shall but has not be prorated on been made by the Closing Date and Seller shall retain the right to pursue the collection of such delinquent rents; provided that in connection with such efforts Date. Seller shall have no right to terminate collect delinquent rentals directly from Tenants, and Purchaser shall have no obligation to evict or otherwise exercise any Space Lease or remedies against any tenants owing delinquent rentals. Seller shall not be entitled to initiate any eviction proceeding against of the applicable tenant thereunder. To the extent rentals received by Purchaser receives rents (including operating expense, tax on and insurance charges payable by a Space Lessee) on or after the 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 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 Space Lessee designates are payable as 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 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 shall be applied after payment of collection costs, first to rentals attributable to the period beginning on the Closing Date and thereafter, and subsequently, to the period prior to the Closing Date. To the extent that the Leases provide for the adjustment of previously paid estimated amounts of Additional Rent for the period prior to Closing on a date subsequent to the Closing Date, Purchaser Seller shall promptly deliver be 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 Sellerperiods ending prior to the Closing Date. Purchaser shall use good faith efforts (at no cost be solely responsible for the collection of such adjustments, but shall not be liable to Purchaser) Seller for its failure to collect any such delinquent rentsdo so. Any percentage rents under Space Leases Seller shall be prorated on the basis of the ratio of the number of days expired before Closing have access to the number books and records of days after Closing. In Purchaser (as they relate to the event that Property only) at reasonable times during normal business hours for the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar year in which period from the Closing occursDate through March 31, 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. All such The provisions of this Section 11 having to do with post-closing adjustments will be paid and the payment of any deficiencies in cash to prorations effected at Closing, including without limitation the party entitled thereto. All security deposits provisions of this paragraph, shall be transferred to Purchaser or credited against survive the Purchase Price and all obligations with respect to such security deposits shall be assumed by PurchaserClosing for twelve (12) months.

Rents. All fixed Any Rent received by Seller from and additional rentals under the Space Leases and other tenant charges, in each case as and when actually received, shall be prorated as of the Cut Off Time. Seller shall deliver or provide a credit to Purchaser in an amount equal to all prepaid rents for periods after the Closing Date. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date and Seller shall retain the right to pursue the collection of such delinquent rents; provided that in connection with such efforts Seller shall have no right to terminate any Space Lease or to initiate any eviction proceeding against the applicable tenant thereunder. To the extent Purchaser receives rents (including operating expense, tax and insurance charges payable by a Space Lessee) on or after the Closing Date that such Space Lessee designates are for any period(s) after the Closing Date promptly shall be remitted to Purchaser. The first rents collected after Closing from each tenant shall be successively applied to the payment of: (i) rents due and payable as in the month payment is made; (ii) rents due and payable in the month in which Closing occurs (iii) rents due and payable in months succeeding the month in which Closing occurs, up to and including the month in which payment is made; and (iv) rents due and payable in months preceding the month in which Closing occurred other than applied above, if any. Purchaser shall collect and remit to Seller its prorated share of any delinquent rents for paid to Purchaser after Closing, but Purchaser does not guaranty any period prior such collections. With respect to any unpaid or delinquent Rents existing as of the Closing Date, Purchaser shall promptly deliver such amounts remit the same to Seller. the Seller as and when received, on a tenant-by-tenant basis, and Purchaser shall use good faith commercially reasonable efforts (at no cost to Purchaser) to collect any all such delinquent rents. Any percentage rents for the benefit of Seller, provided, that Purchaser shall not be obligated to terminate a Lease, declare a default under Space Leases a Lease or bring suit against a tenant therefor, and, provided, further, that Seller shall be prorated on deemed to waive any right to bring suit against a tenant for any delinquent Rents; including without limitation the basis of the ratio of the number of days expired before Closing right to the number of days after Closing. In the event that the proration of operating expensesdeclare a default under a Lease, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar year in which the Closing occurs. All such adjustments will be paid in cash to the party entitled thereto. All security deposits shall be transferred to Purchaser terminate any Lease or credited forcibly evict any tenant or place a lien against the Purchase Price and all obligations with respect to such security deposits shall be assumed by PurchaserProperty.

Rents. All fixed and additional rentals under Rentals which are payable pursuant to the Space Leases and other tenant charges, in each case Lease shall be prorated on a per diem basis as and when actually received, shall be prorated as of the Cut Off Timecollected. Unpaid and delinquent rent collected by Seller shall deliver or provide a credit to and Purchaser in an amount equal to all prepaid rents for periods after the Closing Date. Rents which are delinquent as of the Closing Date shall not be prorated on delivered as follows: (i) if Seller collects any unpaid or delinquent rent for the Property, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the Closing Date and Seller shall retain any period thereafter, and (ii) if Purchaser collects any unpaid or delinquent rent from the right to pursue the collection of such delinquent rents; provided that in connection with such efforts Seller shall have no right to terminate any Space Lease or to initiate any eviction proceeding against the applicable tenant thereunder. To the extent Property, Purchaser receives rents shall, within fifteen (including operating expense, tax and insurance charges payable by a Space Lessee15) on or days after the Closing Date that receipt thereof, deliver to Seller any such Space Lessee designates are payable as delinquent rents for any rent which Seller is entitled to hereunder relating to the period prior to the Closing Date. Seller and Purchaser agree that all rent received by Seller or Purchaser after the Closing Date shall be applied first to current rent and then to delinquent rent, Purchaser shall promptly deliver such amounts to Sellerif any, in the inverse order of maturity. Purchaser shall use will make a good faith efforts (at no cost effort after Closing to collect all rents in the usual course of Purchaser) ’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. Seller may attempt to collect any delinquent rents owed Seller and may institute any lawsuit or collection procedures, but may not evict any Tenant or terminate such delinquent rents. Any percentage rents under Space Leases shall be prorated on the basis of the ratio of the number of days expired before Closing Tenant’s Lease or such Tenant’s right to the number of days after Closing. In the event possession thereunder; provided, however, that the proration of operating expenses, taxes, insurance charges and/or percentage rent canany such lawsuits or collection procedures may not be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within commenced until ninety (90) days following the end of the calendar year in which after the Closing occurs. All such adjustments will be paid in cash to the party entitled thereto. All security deposits shall be transferred to Purchaser or credited against the Purchase Price and all obligations with respect to such security deposits shall be assumed by PurchaserDate.

Rents. All fixed and additional rentals under the Space Leases Leases, and other tenant charges, in each case as and when actually received, shall be prorated as of the Cut Off Time. Seller shall deliver or provide a credit to Purchaser in an amount equal to all prepaid rents rentals for periods after the Closing Date (to the extent not applied or forfeited prior to the Closing Date) to Buyer on the Closing Date. 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 use commercially reasonable efforts to collect the same after the Closing Date and Seller (but Buyer shall retain the right not be required to pursue the collection of such delinquent rents; provided that litigate or declare a default in connection with such efforts Seller shall have no right to terminate any Space Lease or to initiate any eviction proceeding against the applicable tenant thereunderlease). To the extent Purchaser Buyer receives rents (including operating expenseother than "Additional Amounts", tax and insurance charges payable by a Space Lesseeas hereinafter defined) on or after the Closing Date that Date, such Space Lessee designates payments shall be applied first toward then current rent owed to Buyer in connection with the applicable lease for which such payments are payable as received, and finally toward any excess monies received shall be applied toward the payment of 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 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 thereunder (collectively, "Additional Amounts") 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, Purchaser based on such determinations, Seller has received amounts in excess of the amount due Seller, then Seller shall promptly deliver such amounts excess amount to SellerBuyer on the Closing Date (or if determined thereafter, then within 15 days of such determination). Purchaser To the extent that Seller has received an amount less than the amount so due, Buyer shall use good faith efforts deliver such shortfall amount to Seller on the Closing Date (at no cost or if determined thereafter, then within 15 days of such determination). The amount of percentage rent to Purchaserbe allocated to Seller with respect to each Tenant Lease for the lease year (the "Current Lease Year") to collect any such delinquent rents. Any percentage rents under Space Leases in which the Closing Date occurs shall be prorated on that amount equal to (i) the basis 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 ratio "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 expired before in such Current Lease Year occurring prior to the Closing to Date and the denominator of which is the number of days after Closingof such Current Lease Year. In "Base Amount" is the event 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 operating expenses, taxes, insurance charges and/or percentage rent canas 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 any collection efforts hereunder (but shall not be fully prorated because 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 unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end Property as of the calendar year in which the Closing occurs. All such adjustments will be paid in cash to the party entitled Date, Seller shall retain all rights relating thereto. All security deposits shall be transferred to Purchaser or credited against the Purchase Price and all obligations with respect to such security deposits shall be assumed by Purchaser.

Rents. All fixed rents, parking fees, administration fees and additional rentals other charges or amounts paid or 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 or pass through fees and other tenant chargescharges (whether paid in advance of the date when such payment is due or otherwise) (collectively, in each case as “Rents”) and when actually received, all refundable Security Deposits shall be prorated as of the Cut Off Timeadjusted and prorated. Seller shall deliver or provide a credit to Purchaser in an amount equal to all prepaid rents Rents 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 Roll or otherwise delivered pursuant to a New Lease, to Buyer on the Closing Date. Rents which that are delinquent (or payable but unpaid) as of the Closing Date shall not be prorated on the Closing Date and Date. At Closing, Seller shall retain the right 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 delinquent rents; provided that 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 efforts Seller shall have no right to terminate any Space Lease delinquencies or to initiate any eviction proceeding against the applicable tenant thereunderother unpaid amounts). To the extent Purchaser Buyer receives rents payment of Rents (including operating expense, tax and insurance charges payable by or income in connection with other tenant charges) from a Space Lessee) tenant on or after the Closing Date that Date, such Space Lessee designates are payable as delinquent rents payments shall be applied (w) first, toward the Rent (or other tenant charges) for any period prior the month in which the Closing occurs, (x) second, to the Rents due for periods following the month in which the Closing Dateoccurs, Purchaser shall and (y) third, to any delinquent Rents owed to Seller, with Seller’s share thereof being promptly deliver such amounts delivered to Seller. Purchaser Seller may not sue any tenants at the Property. The provisions of this Section 11.1 shall use good faith efforts (at no cost to Purchaser) to collect any such delinquent rents. Any percentage rents under Space Leases shall be prorated on survive the basis of Closing until the ratio of the number of days expired before Closing to the number of days after Closing. In the event date that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within is ninety (90) days following the end of the calendar year in which after the Closing occurs. All such adjustments will be paid in cash to the party entitled thereto. All security deposits shall be transferred to Purchaser or credited against the Purchase Price and all obligations with respect to such security deposits shall be assumed by PurchaserDate.

Rents. All fixed and additional rentals under Rent [(including estimated pass-through payments for common area/operating expenses, but not for Taxes), collectively “Rents”] for the Space Leases and other tenant charges, month in each case as and when actually received, which Closing occurs shall be prorated for said month based upon the Rents estimated to have been collected by Seller as of the Cut Off Time. Seller shall deliver or provide a credit to Purchaser in an amount equal to all prepaid rents for periods after the Closing Date. Rents which are delinquent 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 Date, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received after Closing first to payment of current Rents then due, and thereafter to delinquent Rents (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 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 deliver to Purchaser any and all Rents collected by Seller for any period after Closing. Subject to the provisions of the following sentence, Seller shall be entitled, after the Closing, to take any action against a tenant which would not result in a termination of any Lease or a tenant’s right of occupancy thereunder (“Seller Action”). Notwithstanding the 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 its intent to take action against a tenant, together 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 and any delinquent Rents (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents). 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 prorated on credited against the Closing Date and Purchase Price; accordingly, Seller shall retain the right actual cash deposits. Notwithstanding anything in this Section 4.2.4 to pursue the collection contrary, if any security deposits are in the form of a letter of credit, 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 use reasonable efforts to deliver appropriate duly executed instruments of transfer or assignment of such delinquent rents; provided 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 efforts Seller shall have no right to terminate any Space Lease or to initiate any eviction proceeding against transfers which are not the obligation of the applicable tenant thereunder. To the extent Purchaser receives rents (including operating expense, tax and insurance charges payable by a Space Lessee) on or after the Closing Date that such Space Lessee designates are payable as delinquent rents for any period prior to the Closing Date, Purchaser shall promptly deliver such amounts to Seller. Purchaser shall use good faith efforts (at no cost to Purchaser) to collect any such delinquent rents. Any percentage rents under Space Leases pay shall be prorated on the basis of the ratio of the number of days expired before Closing to the number of days after Closingpaid by Seller. In the event that the proration any letter of operating expensescredit is not transferable as of Closing, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and shall cooperate with Purchaser will make the appropriate final adjustments within ninety (90) days in all reasonable respects following the end Closing so as to transfer the same to Purchaser or to obtain a replacement letter of the calendar year credit with respect thereto in which the Closing occursfavor of Purchaser, in either case at no cost or expense to Purchaser. All Until any such adjustments will be paid in cash to the party entitled thereto. All security deposits 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 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 credited against the Purchase Price and all obligations failure of Seller to pay any fees imposed by an issuing bank in connection with respect to such security deposits shall be assumed by Purchaser.such

Rents. All fixed and additional rentals under the Space Leases and other tenant charges, in each case as and when actually received, non-delinquent rents shall be prorated 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 that are applicable to any period after Closing, such payments shall be endorsed by Seller in favor of Purchaser and promptly delivered to Purchaser. In the event Purchaser receives any payments of any delinquent rent from tenants subsequent to Closing that are applicable to periods prior to the Closing, such payments shall, as applicable, either be endorsed by Purchaser in favor of the Cut Off Time. Seller shall deliver and promptly delivered to Seller or provide a credit promptly paid to Purchaser by Seller. Purchaser 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 amount equal effort to collect rents. Purchaser shall be entitled to apply all prepaid rents for periods after payments by tenants first to the payment of current rent and other charges and second to the payment of pre-Closing Date. Rents which are delinquent as rent when the current month’s rent is past due; but rent payments received more than ten (10) days prior to their due date during the two (2) months next following the month of the Closing Date shall not be prorated on the presumed to be a “catch-up” payment of pre-Closing Date and Seller shall retain the right to pursue the collection of delinquent rent (unless any such delinquent rents; provided that in connection with such efforts Seller shall have no right to terminate any Space Lease or to initiate any eviction proceeding against the applicable tenant thereunder. To the extent Purchaser receives rents (including operating expense, tax and insurance charges payable payment is accompanied by a Space Lesseenotation from the tenant indicating to the contrary) and shall be remitted to Seller. The refundable portion of all tenant deposits and accrued interest as to those leases that provide that the landlord shall pay interest on or after the Closing Date that such Space Lessee designates are payable as delinquent rents deposits shall be credited by Seller to Purchaser at Closing. Purchaser shall receive no credit for any period prior to non-refundable fees or deposits unless the date, circumstance or event which makes same non-refundable has not occurred as of the Closing Date, Purchaser shall promptly deliver such amounts to Seller. Purchaser shall use good faith efforts (at no cost to Purchaser) to collect any such delinquent rents. Any percentage rents under Space Leases shall be prorated on the basis of the ratio of the number of days expired before Closing to the number of days after Closing. In the event that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar year in which the Closing occurs. All such adjustments will be paid in cash to the party entitled thereto. All security deposits shall be transferred to Purchaser or credited against the Purchase Price and all obligations with respect to such security deposits shall be assumed by Purchaser.

Rents. All fixed Landlord and additional rentals Tenant jointly and severally acknowledge that the Lease Assignment provides for the direct payment to Lender of all rents and other monies due and to become due to Landlord under the Space Leases Lease upon the occurrence of certain conditions as set forth in the 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. Upon receipt from Lender of written notice to pay all such rents and other tenant chargesmonies to or at the direction of Lender, in each case as Landlord authorizes and when actually receiveddirects 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 be prorated as 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 Cut Off TimeLease to the contrary. Seller shall deliver Tenant agrees that neither Lender's demanding or provide a credit receiving any such payments, nor Lender's exercising any other right, remedy, privilege, power or immunity granted by the Mortgage or the Lease Assignment, will operate to Purchaser impose any liability upon Lender for performance of any obligation of Landlord under the Lease unless and until Lender elects otherwise in an amount equal to all prepaid rents for periods after the Closing Date. Rents which are delinquent as writing or takes possession of the Closing Date Premises. Such payments shall continue until Lender directs Tenant otherwise in writing. Tenant agrees not be prorated on to pay any rent under the Closing Date and Seller shall retain Lease more than 30 days in advance without Lender's consent. The provisions of this Paragraph 7 will apply from time to time throughout the right to pursue the collection of such delinquent rents; provided that in connection with such efforts Seller shall have no right to terminate any Space Lease or to initiate any eviction proceeding against the applicable tenant thereunder. To the extent Purchaser receives rents (including operating expense, tax and insurance charges payable by a Space Lessee) on or after the Closing Date that such Space Lessee designates are payable as delinquent rents for any period prior to the Closing Date, Purchaser shall promptly deliver such amounts to Seller. Purchaser shall use good faith efforts (at no cost to Purchaser) to collect any such delinquent rents. Any percentage rents under Space Leases shall be prorated on the basis term of the ratio of the number of days expired before Closing to the number of days after Closing. In the event that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar year in which the Closing occurs. All such adjustments will be paid in cash to the party entitled thereto. All security deposits shall be transferred to Purchaser or credited against the Purchase Price and all obligations with respect to such security deposits shall be assumed by PurchaserLease.

Rents. All fixed and additional rentals (a) Purchaser will receive a credit for all prepaid Rents, if any, paid by any tenants. Rents under the Space Leases (other than “percentage rent” and other tenant charges, common area maintenance charges which are dealt with in each case Section 10.3(c) and Section 10.3(d) below) will be adjusted and pro rated on a per diem “if as and when actually receivedcollected” basis. (b) If, on the Closing Date, there are any unpaid Rents for the month of Closing or past due Rents owing by any tenant for any prior period, Rents collected by Purchaser after the Closing Date from such tenants will be applied (after payment of collection costs) first, to amounts due Purchaser for periods following the month in which the Closing occurred, second, to the month of Closing; third, to amounts due Sellers for the month prior to Closing; and fourth, to amounts due Sellers for periods prior to the month before the Closing occurred. Sellers shall be prorated as of the Cut Off Time. Seller shall deliver or provide a credit pay to Purchaser in an amount equal to all prepaid rents for periods within ten (10) business days of its receipt any Rents received from and after the Closing Date. Purchaser shall pay to the Sellers any portion of any Rents which Sellers are delinquent as entitled to pursuant to this Section 10.3 within ten (10) business days of its receipt of same. In the Closing Date shall not be prorated on the Closing Date and Seller shall retain the right to pursue the collection of such delinquent rents; provided event that in connection with such efforts Seller shall have no right to terminate there remains any Space Lease unpaid tenant receivable other than base or to initiate any eviction proceeding against the applicable tenant thereunder. To the extent Purchaser receives rents minimum rent (including operating expensewithout limitation any tax, tax and CAM, insurance charges payable by a Space Lesseeor percentage rent payments) on or after the Closing Date that such Space Lessee designates are payable as delinquent rents for any period prior to the Closing, all payments received from any tenant after Closing Date, in arrears shall be applied to any sums owed Purchaser from such tenant (whether base or minimum rent or any other amount) before any part thereof shall promptly deliver such amounts be treated as belonging to Seller. Purchaser shall use good faith efforts . (at no cost c) Percentage rent (i.e., that portion of the rent payable to Purchaser) to collect any such delinquent rents. Any the landlord by a tenant under a Lease which is a percentage rents of the amount of sales or of the dollar amount of sales), if any, payable under Space Leases each Lease shall be prorated on the basis of the ratio of the number of days expired before Closing with respect to the number of days after Closing. In the event that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar lease year thereunder in which the Closing occursoccurs on a per diem basis as and when collected. Any percentage rent collected by Purchaser including any percentage rent which is delinquent and pertaining to (i) an entire lease year or accounting period of a tenant under a Lease which ends on a date prior to the date of Closing, and (ii) that portion of a lease year or accounting period of such tenant covering a period prior to the Closing Date where such lease year or accounting period begins prior to the Closing Date and ends thereafter shall in both cases (subject to Section 10.3(b)) be paid to the applicable Seller within thirty (30) days of receipt by Purchaser. Purchaser shall not be required to institute any action or proceeding to collect any delinquent percentage rent. (d) Common area maintenance expenses and charges (and all expenses and charges payable by or to the applicable Seller under or in connection with any reciprocal easement agreements encumbering the Property, each an “REA”) shall be prorated. The applicable Seller shall be responsible for all common area expenses and charges incurred prior to Closing, and Purchaser shall be responsible for the same subsequent to Closing (but only to the extent incurred under Assumed Service Agreements accepted and expressly assumed by Purchaser at Closing or provided for in the Permitted Exceptions). All common area expense payments made by each tenant and such adjustments will charges paid under its Lease for the entire lease year during which the Closing occurs (and all common area maintenance payments to such Seller by other parties under REAs), including in each case end-of-year adjustments, if any, shall be prorated between the applicable Seller and Purchaser in the following manner: Not later than ten (10) business days prior to the Closing Date, such Seller shall deliver to Purchaser, with regard to each tenant (or each other party under reciprocal easement agreements encumbering the Property, each a “REA Party”) required to pay common area charges (“CAM Charges”) under its Lease or REAs, as applicable, a detailed computation showing all CAM Charge expenses incurred by Seller for the period from the beginning of each such tenant’s or REA Party’s, as applicable, then current billing period for CAM Charges (e.g., calendar year, lease year, etc.) through the Closing Date, any CAM monthly estimates or charges theretofore collected by the applicable Seller relating to such tenant or REA Party (hereinafter referred to as the “CAM Estimates”), and a xxxx for the tenant’s or REA Party’s prorata share of CAM Charges (i.e., for CAM charges through the Closing Date net of any such CAM Estimates), together with all invoices and other evidence documenting such CAM Charges in detail required by such tenant’s Lease or REA, as applicable. Any bills prepared by the applicable Seller when combined with the post-closing xxxxxxxx (as and when appropriate for annual reconciliation or other billing of CAM charges for any tenant or REA Party, as applicable as determined by Purchaser) xxxx for CAM Charges to such tenant or REA Party, in which event such single xxxx, as and when paid, shall be apportioned between such Seller and Purchaser based on the ratio of pre- and post-Closing CAM expenses (taking into account any CAM Estimates retained by Seller at Closing). Any such amounts due Seller shall be paid in cash by Purchaser to Seller within ten (10) business days following Purchaser’s receipt from a tenant or REA Party. Notwithstanding Purchaser’s election above set forth, any CAM Estimates for any tenant shall be retained by the applicable Seller up to the party entitled thereto. All security deposits amount of the pre-Closing CAM Charges payable by such tenant as evidenced by such bills and computations delivered by Seller at Closing, and any excess shall be transferred paid or credited to Purchaser or credited against the Purchase Price and all obligations with respect to such security deposits shall be assumed by Purchaserat Closing.

Rents. All fixed and additional rentals rents under the Space Leases and other tenant charges, for the month in each case as and when which Closing occurs that are actually received, received by Seller shall be prorated as of the Cut Off TimeClosing Date. Seller All advance payments of rents, other than for the month in which Closing occurs, and all security deposits, not applied, shall deliver or provide be a credit to the Purchaser in an amount equal to all prepaid at Closing. All rents or other amounts owed for periods after the Closing Date. Rents which are delinquent as period of Seller’s ownership of the Property shall remain the property of Seller, and Purchaser shall use reasonable efforts, at no material out of pocket cost to Purchaser (not to include commencing any eviction action or other litigation to collect such delinquency) to collect such rents and other amounts for the benefit of Seller after Closing Date and shall not be prorated on cooperate with Seller in the Closing Date and collection of any such amounts owed to Seller. Seller shall retain the right to pursue all remedies (excluding eviction of tenants or termination of any Lease) against tenants to collect such rents and other amounts owed to Seller. Seller will cause to be paid or turned over to Purchaser all rents, if any, received by Seller after Closing and attributable to any period following the collection of such delinquent rents; provided that in connection with such efforts Seller shall have no right to terminate any Space Lease or to initiate any eviction proceeding against the applicable tenant thereunderClosing. To the extent All rent received by Purchaser receives rents (including operating expense, tax and insurance charges payable by a Space Lessee) on or after the Closing Date that such Space Lessee designates are payable as shall be applied first to current rentals and then to delinquent rentals in the inverse order of maturity. Purchaser shall cause to be paid or turned over to Seller all rents for received by Purchaser after Closing and attributable to any period prior to Closing, subject to the Closing Date, Purchaser shall promptly deliver such amounts to Seller. Purchaser shall use good faith efforts (at no cost to Purchaser) to collect any such delinquent rents. Any percentage rents under Space Leases shall be prorated on the basis provisions of the ratio of the number of days expired before Closing to the number of days after Closing. In the event that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar year in which the Closing occurs. All such adjustments will be paid in cash to the party entitled thereto. All security deposits shall be transferred to Purchaser or credited against the Purchase Price and all obligations with respect to such security deposits shall be assumed by Purchaserimmediately preceding sentence.

Rents. All fixed and additional rentals under the Space Leases and other tenant charges, in each case as and when actually received, collected Rents shall be prorated between Seller and Buyer as of the Cut Off Timeday prior to the Closing Date. Seller shall deliver or provide a credit to Purchaser in an amount equal be entitled to all prepaid rents for periods 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 which are delinquent not collected as of the Closing Date shall not be prorated on at the Closing Date time of Closing. With respect to percentage rent due from any tenant, Buyer and Seller shall retain the right to pursue the collection of such delinquent rents; provided agree that in connection with such efforts Seller shall have no right to terminate any Space Lease or to initiate any eviction proceeding against the applicable tenant thereunder. To the extent Purchaser receives rents (including operating expense, tax and insurance charges payable by a Space Lessee) on or after the at Closing Date that such Space Lessee designates are payable as delinquent rents for any period prior to the Closing Date, Purchaser shall promptly deliver such amounts to Seller. Purchaser shall use good faith efforts (at no cost to Purchaser) to collect any such delinquent rents. Any estimated percentage rents under Space Leases rent shall be prorated on for the basis calendar year in which the Closing occurs (even though the same may not have been collected as of the ratio Closing) based upon the amount of the number of days expired before Closing to the number of days after Closing. In the event that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of due from such tenant for the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of calendar year immediately prior to the calendar year in which the Closing occurs. All such adjustments will 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 paid in cash 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 party entitled theretoextent of amounts delinquent and actually due Seller. All security deposits Buyer shall be transferred not have an exclusive right to Purchaser or credited collect the sums due Seller under the Leases and Seller hereby retains its rights to pursue claims against any tenant under the Purchase Price and all obligations Leases for sums due with respect to such security deposits periods prior to the Closing Date (including, without limitation, any percentage rent that may be due with respect to any period of time prior to Closing, regardless of when the same is to be paid to the owner of the Property pursuant to the terms of the applicable Lease); provided, however, that Seller (i) shall be assumed by Purchaserrequired 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 after Closing; and (iii) shall not be permitted to commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or the termination of the underlying lease. The terms of the immediately preceding sentence shall survive the Closing and not be merged therein.

Rents. All fixed rents and additional rentals other costs or charges paid by tenants under the Space Leases and other tenant charges, in each case as and when actually received, shall be prorated as of the Cut Off Apportionment Time. Seller shall deliver or provide a credit , to Purchaser in an amount equal to all prepaid rents for periods after the Closing Dateextent actually collected by Seller. Rents which are delinquent as of the Closing Date shall will not be prorated on prorated. If Seller collects any unpaid or delinquent rent or reimbursements for the Property, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent or reimbursement which Purchaser is entitled to hereunder relating to the date of Closing Date and Seller shall retain the right to pursue the collection of such delinquent rents; provided that in connection with such efforts Seller shall have no right to terminate any Space Lease or to initiate any eviction proceeding against the applicable tenant thereunderperiod thereafter. To the extent Purchaser receives rents (including operating expense, tax and insurance charges payable by a Space Lessee) on or Rents collected within 90 days after the Closing Date that such Space Lessee designates are payable as delinquent by Purchaser must be applied first against rents for any period prior attributable to the Closing Dateperiod after the Closing, Purchaser shall promptly deliver until all of such amounts rents have been collected, and then to Sellerrents attributable to the period before the Closing. Purchaser shall use good faith efforts (at no cost will remit to Purchaser) to collect Seller any such delinquent rents. Any percentage rents under Space Leases shall be prorated on the basis of the ratio of the number of collected by Purchaser within 90 days expired before after Closing that, in accordance with this Section 9.5.4, are allocable to the number of days after period before the Closing. In the event that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make agree that all rent and reimbursements received by Seller or Purchaser after the appropriate final adjustments within Closing shall be applied first to current rentals and reimbursements and then to delinquent rentals and reimbursements, if any, in inverse order of maturity (i.e. any such collected rent shall be allocated to the most recent delinquent period first), and that any rent or reimbursements received by Purchaser more than ninety (90) days following after Closing shall belong to Purchaser. Purchaser will make a good faith effort after Closing to collect all rents and reimbursements in the end usual course of Purchaser’s operation of the calendar year in which Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents or reimbursements, nor shall Seller have any right to bring an action against or otherwise attempt to collect any delinquent amounts from existing tenants of the Closing occurs. All such adjustments will be paid in cash to the party entitled thereto. All security deposits shall be transferred to Purchaser or credited against the Purchase Price and all obligations with respect to such security deposits shall be assumed by PurchaserProperty.

Rents. All fixed Rents (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations and all additional rentals charges payable by tenants under the Space Leases and other tenant chargesLeases, in each case as and when actually received(collectively, “Rents”)) collected by Seller prior to Closing shall be prorated as of the Cut Off Time. Seller shall deliver or provide a credit to Purchaser in an amount equal to all prepaid rents for periods after the Closing Date. During the period after Closing, Purchaser shall, within five (5) business days following receipt, deliver to Seller any and all Rents which are delinquent accrued but uncollected as of the Closing Date to the extent subsequently collected by Purchaser; provided, however, Purchaser shall not apply Rents received after Closing first to payment of current Rent then due, and thereafter to delinquent Rents in 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 prorated on the Closing Date allocated 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 retain have the right right, after Closing, to pursue proceed against tenants for Rents allocable to the collection period of such delinquent rents; Seller’s ownership of the Property, provided that in connection with such efforts Seller shall have no right to terminate any Space Lease commence eviction or similar proceedings against such tenant. Purchaser agrees that it shall use commercially reasonable efforts to initiate any eviction proceeding against the applicable tenant thereunder. To the extent Purchaser receives collect all pass-through rents (including operating expense, tax and insurance charges payable by a Space Lessee) on or after the Closing Date tenants and any delinquent Rents (provided, however, that such Space Lessee designates are payable as delinquent rents for any period prior to the Closing Date, Purchaser shall promptly deliver such amounts have no obligation to Sellerinstitute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents). Purchaser shall use good faith efforts (The amount of any unapplied security deposits under the Leases held by Seller in cash at no cost to Purchaser) to collect any such delinquent rents. Any percentage rents under Space Leases the time of Closing shall be prorated on the basis of the ratio of the number of days expired before Closing to the number of days after Closing. In the event that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar year in which the Closing occurs. All such adjustments will be paid in cash to the party entitled thereto. All security deposits shall be transferred to Purchaser or credited against the Purchase Price and all obligations with respect to such Price; accordingly, Seller shall retain the actual cash deposits. If any security deposits shall are in the form of a letter of credit, Seller 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 cost, require that a substitute letter of credit to be assumed by issued in Purchaser’s name.

Rents. All fixed and additional rentals under the Space Leases and other tenant charges, in each case as and when actually received, shall be prorated as of the Cut Cut-Off Time. Seller shall deliver or provide a credit to Purchaser in an amount equal to all prepaid rents for periods after the Closing Date. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date and Seller shall retain the right to pursue the collection of such delinquent rents; provided that in connection with such efforts Seller shall have no right to terminate any Space Lease or to initiate any eviction proceeding against the applicable tenant thereunderDate. To the extent Purchaser receives rents (including operating expense, tax and insurance charges payable by a Space Lesseetenants) on or after the Closing Date that Date, such Space Lessee designates are payable as payments shall be applied first toward the payment in full of all delinquent rents and other delinquent amounts due to Seller for any period periods prior to the Closing Date, (and Purchaser shall promptly deliver such amounts to Seller), then allocated for the month of Closing (with Seller’s share thereof being promptly delivered to Seller by Purchaser) and the balance to Purchaser with respect to periods following Closing. Purchaser shall use good faith commercially reasonable efforts (at no cost to Purchaser) to collect any such delinquent rents. Any percentage rents under Space Leases shall be prorated on the basis of the ratio of the number of days expired before Closing to the number of days after Closing. In the event that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar year in which the Closing occurs. All such adjustments will be paid in cash to the party entitled thereto. All security deposits shall be transferred to Purchaser or credited against the Purchase Price and all obligations with respect to such security deposits shall be assumed by Purchaser. This Section 7.01(j) shall survive the Closing and shall not be deemed merged into the Deed or any conveyance document delivered at Closing.

Rents. All fixed (i) Collected rents with respect to the then current rental period and additional rentals collected escalation charges on account of any taxes, operating expenses or other charges under the Space Leases and other tenant charges, in each case as and when actually received, shall be prorated as of the Cut Off Time. pro rated between Seller shall deliver or provide a credit to and Purchaser in an amount equal to all prepaid rents for periods after the Closing Date. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date and Seller shall retain the right subject to pursue the collection of such delinquent rents; provided that in connection with such efforts Seller shall have no right final adjustment pursuant to terminate any Space Lease or to initiate any eviction proceeding against the applicable tenant thereunder. To the extent Purchaser receives rents paragraph (including operating expense, tax and insurance charges payable by a Space Lesseef) on or after the Closing Date that such Space Lessee designates are payable as delinquent rents for any period prior to the Closing Date, Purchaser shall promptly deliver such amounts to Seller. Purchaser shall use good faith efforts (at no cost to Purchaser) to collect any such delinquent rents. Any percentage rents under Space Leases shall be prorated on the basis of the ratio of the number of days expired before Closing to the number of days after Closingbelow. In the event that the proration any tenant is entitled to a refund of any payments on account of operating expenses, expenses or taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety shall refund their pro-rata share thereof. (90ii) days following the end All prepaid last month’s rent, security deposits, key deposits or other deposits and interest unpaid and only thereon, if any, held or required to be held, under any of the calendar year in which the Closing occurs. All such adjustments will Leases shall be paid in cash to the party entitled thereto. All security deposits shall be transferred to Purchaser or credited against the Purchase Price Price. (iii) Uncollected rents and all obligations with respect escalations on account of taxes, operating expenses and other charges under the Leases attributable to such security deposits the period prior to the Closing Date shall be assumed paid to Seller if and when collected. Purchaser shall use reasonable efforts to collect such uncollected rents and other amounts (without the requirement of commencing litigation) but Seller also hereby reserves the right to collect the same directly from the tenants under the Leases (provided that Seller shall not seek termination of any Lease in connection therewith). The first such rents and/or and other charges collected by Purchaser will be allocated first to then current amounts due or past due to Purchaser, then to amounts due for the month in which Closing occurs, then to amounts due for the month immediately prior to the month in which Closing occurs and, finally, to amounts due for any remaining periods. (iv) Any escalations on account of taxes, operating expenses, percentage rents or other charges not due and payable as of the Closing Date shall be prorated in accordance with the provisions of paragraph (f) below.

Rents. All fixed and additional rentals rents under the Space Leases and other tenant charges, for the month in each case as and when which Closing occurs that are actually received, received by Seller shall be prorated as of the Cut Off TimeClosing Date. Seller All advance payments of rents, other than for the month in which Closing occurs, and all Deposits that are required to be held by Seller, shall deliver or provide be a credit to Purchaser Buyer at Closing. All rents or other amounts owed to Seller for the period of Seller’s ownership of the Project shall remain the property of Seller and Buyer shall use reasonable efforts (not to include commencing any eviction action 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 an amount equal the collection of any such amounts owed to Seller. Seller will cause to be paid or turned over to Buyer all prepaid rents for periods rents, if any, received by Seller after the Closing Dateand attributable to any period following Closing. Rents which are delinquent as of All rent received by Buyer after the Closing Date shall not be prorated on 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 Date and Seller shall retain attributable to any period prior to Closing, subject to the right to pursue provisions of the collection of such delinquent rents; provided that in connection with such efforts immediately preceding sentence. Following Closing, Seller shall have no right to terminate commence or pursue any Space actions or remedies against any tenants at the Project. Buyer acknowledges and agrees that Seller has an existing action against Lease or to initiate any eviction proceeding against the applicable tenant thereunder. To the extent Purchaser receives rents (including operating expenseFinance Group, tax LLC and insurance charges payable by a Space Lessee) on or after the Closing Date Northern Leasing Systems, Inc. and that such Space Lessee designates are payable as delinquent rents for any period prior to the Closing Date, Purchaser shall promptly deliver such amounts to Seller. Purchaser shall use good faith efforts (at no cost to Purchaser) to collect any such delinquent rents. Any percentage rents under Space Leases Seller shall be prorated on entitled to continue to pursue such action and shall be entitled to any and all recoveries from Lease Finance Group, LLC and Northern Leasing Systems, Inc. Buyer shall have the basis right from time to time for a period of the ratio of the number of days expired before Closing to the number of days after Closing. In the event that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety one hundred eighty (90180) days following the end of the calendar year in which the Closing occurs. All such adjustments will be paid in cash Closing, on reasonable prior notice to the party entitled thereto. All security deposits shall be transferred Seller, to Purchaser or credited against the Purchase Price and all obligations review Seller’s rental records with respect to the Project to ascertain the accuracy of such security deposits shall be assumed by Purchaseraccountings.

Rents. (a) All fixed and additional rentals Rents (as hereinafter defined) paid by tenants under the Space Leases and other tenant charges, in each case as and when actually received, connection with their occupancy of the Real Property shall be adjusted and prorated as of the Cut Off TimeAdjustment Point. Delinquent Rents shall not be prorated. The Sellers shall be entitled to all Rents under Leases attributable to the period prior to the Adjustment Point, and Purchaser shall be entitled to all Rents under Leases attributable to the period from and after the Adjustment Point. All prepaid Rents for periods of occupancy after the Adjustment Point shall be credited to Purchaser at Closing. Any Rents collected by Purchaser or the Sellers after Closing from any tenant who owes Rents for periods prior to Closing shall be applied (i) first, in payment of current Rents at the time of receipt, (ii) second, to delinquent Rents, if any, which became due after the Closing, and (iii) third, to delinquent Rents, if any, which became due and payable prior to the Closing or otherwise attributable to the period prior to 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 Leases or in connection with their use or occupancy of the Real Property or any service or amenity relating thereto, including water, electricity, gas, sewage or other utilities charges or other pass-through fees and charges. (b) For a period of one hundred twenty (120) days following Closing, Purchaser shall bxxx tenants who owe Rents for periods prior to the Closing and use commercially reasonable efforts to pursue collection of such past due Rents to the full extent that Purchaser would endeavor to collect delinquent Rents owed to Purchaser, but shall not be obligated to engage a collection agency or take legal action or other enforcement action under the applicable Lease to collect such amount. Purchaser shall pay to the Sellers, no later than seven (7) days after collection, any collected amount that is owed to any Seller, it being understood that any Rent and other sums collected by Purchaser under any Lease subsequent to the Closing shall first be applied to Rent and income obligations owing to Purchaser for its period of ownership. For a period of one hundred twenty (120) days following Closing, Purchaser may not waive any delinquent (or unpaid) Rents or modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which any Seller is entitled to receive a share of charges or amounts without first obtaining the applicable Seller’s written consent. From and after Closing, Seller shall deliver take no action with regards to obtaining delinquent Rent or provide a credit other sums from existing tenants at the Properties. With respect to Purchaser in an amount equal to all prepaid rents for periods after delinquent or other uncollected Rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Closing Date. Rents which are delinquent Properties as of the Closing Date shall not be prorated on Date, the Closing Date and Seller Sellers shall retain all of the right to pursue the collection of such delinquent rents; provided that in connection with such efforts Seller shall have no right to terminate any Space Lease or to initiate any eviction proceeding against the applicable tenant thereunderrights relating thereto. To the extent Purchaser receives rents (including operating expense, tax and insurance charges payable by a Space Lessee) on or after the Closing Date that such Space Lessee designates are payable as delinquent rents for any period prior Notwithstanding anything contained herein to the Closing Datecontrary, Seller acknowledges and agrees that Purchaser shall promptly deliver such amounts to Seller. Purchaser shall use good faith efforts (at is under no cost to Purchaser) obligation to collect any such delinquent rents. Any percentage rents under Space Leases shall be prorated Rents on the basis of the ratio of the number of days expired before Closing to the number of days after Closing. In the event that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar year in which the Closing occurs. All such adjustments will be paid in cash to the party entitled thereto. All security deposits shall be transferred to Purchaser or credited against the Purchase Price and all obligations with respect to such security deposits shall be assumed by PurchaserSeller’s behalf.

Rents. All fixed and additional rentals (i) Rents payable by tenants under the Space Leases and other tenant charges, in each case as and when actually receivedLeases, shall be prorated as of the Cut Off Time. Seller shall deliver or provide Closing Date on a credit to Purchaser in an amount equal to all prepaid rents for periods after the Closing Date. Rents which are delinquent as cash basis (i.e., any rent on account of the Closing Date itself shall be prorated to the account of Purchaser). Seller shall not be prorated on the Closing Date and receive a credit for any unpaid delinquent rents, but Seller shall retain the right to pursue seek to collect rents that were delinquent as of the collection of such delinquent rents; Closing Date, provided that in connection with such efforts Seller shall have no right to terminate bring any Space Lease action for unlawful detainer or to initiate any eviction proceeding against disturb the rights of the applicable tenant thereunderunder the applicable Lease. To Any rental payments received by Purchaser shall be applied first to current rents due, then to rents due during the extent Purchaser receives month in which the Closing occurred, then to rents due prior to the month in which the Closing occurred. (including ii) Any percentage rent, escalation charges for real estate taxes, parking charges, operating expenseand maintenance expenses, tax and insurance escalation rents or charges, electricity charges, cost of living increases or any other charges payable by of a Space Lesseesimilar nature other than fixed or base rent under the Leases (collectively, the “Additional Rents”) on or after shall be prorated as of the Closing Date that such Space Lessee designates are payable between Purchaser and Seller on or before the date which is sixty (60) days following the end of the calendar year in which the Closing occurs based on the actual number of days of the year and month which shall have elapsed as delinquent rents for any period prior to of the Closing Date, Purchaser shall promptly deliver such amounts . Prior to Seller. Purchaser shall use good faith efforts (at no cost to Purchaser) to collect any such delinquent rents. Any percentage rents under Space Leases shall be prorated on the basis end of the ratio calendar year in which the Closing occurs, Seller shall provide Purchaser with information regarding Additional Rents which were received by Seller prior to Closing and the amount of the number of days expired before Closing reimbursable expenses paid by Seller prior to the number of days after Closing. In On or before the event that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety date which is sixty (9060) days following the end of the calendar year in which the Closing occurs, Purchaser shall deliver to Seller a reconciliation of all expenses reimbursable by tenants under the Leases, and the amount of Additional Rents received by Seller and Purchaser relating thereto (the “Reconciliation”). All such adjustments will be paid in cash Upon reasonable notice and during normal business hours, each party shall make available to the party entitled theretoother all information reasonably required to confirm the Reconciliation. All security deposits In the event of any overpayment of Additional Rents by the tenants to Seller, Seller shall be transferred promptly, but in no event later than fifteen (15) days after receipt of the Reconciliation, pay to Purchaser the amount of such overpayment and Purchaser, as the landlord under the particular Leases, shall pay or credited against credit to each applicable tenant the Purchase Price and all obligations with respect amount of such overpayment. In the event of an underpayment of Additional Rents by the tenants to Seller, Purchaser shall pay to Seller the amount of such security deposits shall be assumed by underpayment within fifteen (15) days following Purchaser’s receipt of any such amounts from the tenants.

Rents. All fixed The rents and additional rentals other income collected from tenants under the Space Leases in effect on the Apportionment Date or otherwise (including without limitation parking revenues) shall be prorated and adjusted as follows (all references to “Leases” in this Section 7.4.3 shall be deemed to refer to the Leases of space in City National Plaza in effect on the Apportionment Date): 7.4.3.1 All collected rent, and other tenant chargescollected income (and any applicable state or local tax on rent), which are collected on or prior to the Closing Date in each case as and when actually received, respect of the month of Closing under leases in effect on the Closing Date shall be prorated as of the Cut Off Time. Seller shall deliver Closing Date, with the Company to be credited with its pro rata share of all rent and other income applicable to the period of time on or provide a credit prior to Purchaser in an amount equal the Closing Date, and CalSTRS to all prepaid rents for periods be credited with any rent and other income collected before the Closing Date but applicable to any period of time from and after the Closing Date. Rents which are delinquent as of the Closing Date Uncollected rent and other income shall not be prorated on the Closing Date. Any rent received after the Closing but attributable to the month in which the Closing Date occurs shall be prorated in accordance with the first sentence of this Section 7.4.3.1, with the Company receiving a credit for its pro rata share of the rent and Seller income for the period up to the Closing Date. CalSTRS shall retain the right to pursue the collection of such delinquent rents; provided apply rent and other income from tenants that in connection with such efforts Seller shall have no right to terminate any Space Lease or to initiate any eviction proceeding against the applicable tenant thereunder. To the extent Purchaser receives rents (including operating expense, tax and insurance charges payable by a Space Lessee) on or are collected after the Closing Date that first to the month in which the Closing Date occurs as provided for above, second to such Space Lessee designates are payable as delinquent rents for any period amounts accruing on and after the Closing Date, and third to such amounts accruing prior to the Closing Date. After the Closing, Purchaser shall promptly deliver such amounts TPG will cause the Company to Seller. Purchaser shall use good faith efforts (at no cost to Purchaser) not take action to collect any such delinquent rents. Any percentage rents under Space Leases shall be prorated on the basis of the ratio of the number of days expired before Closing to the number of days after Closing. In the event that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar year in which the Closing occurs. All such adjustments will be paid in cash to the party entitled thereto. All security deposits shall be transferred to Purchaser or credited against the Purchase Price and all obligations other income owed by tenants with respect to such security deposits shall be assumed by Purchaserperiods prior to the Closing Date.

Rents. All fixed and additional rentals under the Space Leases Purchaser shall receive from Seller a credit for any rent and other tenant charges, in each case as income under Leases collected by Seller before Closing that applies to any period after Closing. Uncollected rent and when actually received, shall be prorated as of the Cut Off Time. Seller shall deliver or provide a credit to Purchaser in an amount equal to all prepaid rents for periods after the Closing Date. Rents which are delinquent as of the Closing Date other uncollected income shall not be prorated on at Closing. After Closing, Purchaser shall apply all rent and income collected by Purchaser from a tenant, first to the month in which Closing Date occurred, then to such tenant's current monthly rental and then to arrearages in the reverse order in which they were due, remitting promptly to Seller, any balance properly allocable to Seller's period of ownership. Purchaser shall xxxx and use commercially reasonable efforts to collect such rent arrearages in the ordinary course of business, but shall not be obligated to engage a collection agency or take legal action to collect any rent arrearages. Any rent or other income received by Seller after Closing which are owed to Purchaser shall be remitted to Purchaser promptly after receipt for allocation and disbursement as provided herein. Seller shall retain have the right to pursue attempt to collect directly from any tenants any rents or other amounts payable to Seller by tenants under the collection of such delinquent rents; Leases, provided that in connection with such efforts Seller shall have no right to terminate any Space Lease or to initiate any eviction proceeding against the applicable tenant thereunder. To the extent Purchaser receives rents (including operating expense, tax and insurance charges payable by a Space Lessee) on or after the Closing Date that such Space Lessee designates are payable as delinquent rents for any period prior to the Closing Date, Purchaser shall promptly deliver such amounts to Seller. Purchaser shall use good faith efforts (at no cost to Purchaser) to collect any such delinquent rents. Any percentage rents under Space Leases shall be prorated on the basis of the ratio of the number of days expired before Closing to the number of days after Closing. In the event that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar year in which the Closing occurs. All such adjustments will be paid in cash to the party entitled thereto. All security deposits shall be transferred to Purchaser or credited against the Purchase Price and all obligations institute legal proceedings with respect to any such amounts. A current rent roll for the Property, is attached hereto as Exhibit C, listing for each of the apartment units in the Improvements: apartment number, unit type, unit status, tenant name, commencement and termination dates, market rent, lease rent, security deposits shall be assumed and details of any concessions and schedule of rental delinquencies in such form as is prepared by PurchaserSeller in the ordinary course of business (the "Rent Roll").

Rents. All fixed Rents, additional rents, operating costs, and additional rentals other income of the Property (other than security deposits) collected by Seller from the 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. Purchaser shall receive a credit against the Purchase Price payable by Purchaser to Seller at Closing for the total sum of all cash security deposits paid by Tenants under the Space Leases and not theretofore applied to delinquent rent and other tenant charges, in each case as and when actually received, shall be prorated as of charges payable by the Cut Off Timeapplicable Tenant. Seller shall deliver or provide a credit to Purchaser at Closing any security deposit which is in an amount equal to a form other than cash. In either case, Purchaser shall assume all prepaid rents responsibility for periods the security deposits from and after the Closing Date. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date and Seller shall retain the right to pursue the collection of such delinquent rents; provided that in connection with such efforts Seller shall have no right further liability or responsibility therefor. Seller hereby acknowledges that Purchaser shall not be legally responsible to terminate Seller for the collection of any Space Lease 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 will make a reasonable good faith effort (without any obligation to initiate any eviction proceeding against the applicable tenant thereunder. To the extent Purchaser receives rents (including operating expense, tax and insurance charges payable by a Space Lesseeexpend money) on or after the Closing Date that to collect such Space Lessee designates are payable as delinquent rents for in the ordinary course of Purchaser’s operation of the Property. 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 period prior 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 Seller, out of and to the Closing Dateextent of the portion of such payment remaining after Purchaser deducts therefrom any and all sums due and owing it from such Tenant from and after the date of Closing, Purchaser shall promptly deliver such amounts an amount up to Seller. Purchaser shall use good faith efforts (at no cost to Purchaser) to collect the full amount of any such delinquent rents. Any percentage rents under Space Leases shall be prorated arrearage existing on the basis date of the ratio of the number of days expired before Closing to the number of days after Closing. In the event that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar year in which the Closing occurs. All such adjustments will be paid in cash to the party entitled thereto. All security deposits shall be transferred to Purchaser or credited against the Purchase Price and all obligations with respect to such security deposits shall be assumed by Purchaser.

Rents. All fixed Rent, percentage rent, operating cost pass-throughs and other additional rentals rent or charges payable to landlord under the Space Leases (collectively “Rent”) and other tenant charges, in each case as and when actually received, prepaid Rent under the Leases shall be prorated as of the Cut Off Time. Seller shall deliver or provide a credit to Purchaser in an amount equal to all prepaid rents for periods after the Closing Date. Rents which are delinquent apportioned as of the Closing Date Date, only to the extent then paid, based on the actual number of days in the month or other applicable period during which the Closing occurs. Unallocated security deposits then held by Seller shall be considered a credit due to Buyer for Closing settlement purposes. Seller shall be entitled to invoice and collect from the tenants after the Closing any Rent payable for periods prior to Closing, provided that Seller shall not be prorated on permitted to bring any action to terminate any Lease or evict any tenant. With respect to any Rent arrearages existing under the Leases or operating cost pass-throughs billed by or paid to Buyer after Closing, Buyer promptly shall pay to Seller any amounts actually collected which are applicable to the period preceding the Closing Date and Seller shall retain the right to pursue the collection of such delinquent rentsDate; provided that in connection with all such efforts Seller shall have no right to terminate any Space Lease or to initiate any eviction proceeding against the applicable tenant thereunder. To the extent Purchaser receives rents (including operating expense, tax and insurance charges payable amounts collected by a Space Lessee) on or Buyer after the Closing Date that such Space Lessee designates are payable as delinquent rents for any period prior to the Closing Date, Purchaser shall promptly deliver such amounts to Seller. Purchaser shall use good faith efforts (at no cost to Purchaser) to collect any such delinquent rents. Any percentage rents under Space Leases shall be prorated on applied first to Rent due for the basis of the ratio of the number of days expired before Closing to the number of days after Closing. In the event that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar year month in which the Closing occurs. All such adjustments will be paid in cash , then to any unpaid Rent that has accrued for any month after the Closing Date, and then to unpaid Rent that accrued prior to the party entitled theretomonth of Closing. All security deposits Buyer shall not be required to initiate any action to recover any Rent payable for periods prior to Closing, but shall join in an action initiated by Seller to the extent reasonably necessary to obtain the relief sought. Costs of such litigation shall be transferred borne by the parties in proportion to Purchaser or credited against the Purchase Price and all obligations with respect to such security deposits shall be assumed relief obtained by Purchaserthem.

Rents. All fixed rents and additional rentals 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 or pass through fees and other tenant chargescharges (whether paid in advance of the date when such payment is due or otherwise) (collectively, in each case as “Rents”) and when actually received, all refundable Security Deposits shall be prorated as of the Cut Off Timeadjusted and prorated. Seller shall deliver or provide a credit to Purchaser in an amount equal to all prepaid rents Rents 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 which that are delinquent (or payable but unpaid) as of the Closing Date shall not be prorated on the Closing Date and Date. At Closing, Seller shall retain the right 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 delinquent rents; provided that 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 efforts Seller shall have no right to terminate any Space Lease delinquencies or to initiate any eviction proceeding against the applicable tenant thereunderother unpaid amounts). To the extent Purchaser Buyer receives rents payment of Rents (including operating expense, tax and insurance charges payable by a Space Lesseeor income in connection with other tenant charges) on or after the Closing Date that Date, such Space Lessee designates are payable as delinquent rents payments shall be applied (w) first, toward the Rent (or other tenant charges) for any period prior the month in which the Closing occurs, (x) second, to the Rents due for periods following the month in which the Closing Dateoccurs, Purchaser shall and (y) third, to any delinquent Rents owed to Seller, with Seller’s share thereof being promptly deliver such amounts delivered to Seller. Purchaser Seller may not sue any tenants at the Property. The provisions of this subparagraph (a) shall use good faith efforts (at no cost to Purchaser) to collect any such delinquent rents. Any percentage rents under Space Leases shall be prorated on survive the basis of Closing until the ratio of the number of days expired before Closing to the number of days after Closing. In the event date that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within is ninety (90) days following the end of the calendar year in which after the Closing occurs. All such adjustments will be paid in cash to the party entitled thereto. All security deposits shall be transferred to Purchaser or credited against the Purchase Price and all obligations with respect to such security deposits shall be assumed by PurchaserDate.

Rents. All fixed and Rents, additional rentals under the Space Leases rents, operating costs, and other tenant chargesincome of the Property (other than security deposits) collected by Seller from the Tenants, in each case as and when actually received, which shall be prorated as and/or credited in accordance with clause (c) hereof, for the month of Closing. Purchaser shall also receive a credit against the Cut Off TimePurchase Price for any rents or other sums (not including security deposits) prepaid by the Tenants for any period following the month of Closing, or otherwise. Seller shall deliver or provide a credit to Purchaser in either pay over an amount equal to or Purchaser shall receive a credit against the Purchase Price for the total sum of all prepaid rents 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 periods after the Closing Date. Rents which are delinquent 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 Closing Date shall not be prorated on the Closing Date date of Closing. Unpaid and delinquent rent collected by Seller shall retain the right to pursue the collection of such delinquent rents; provided that in connection with such efforts Seller shall have no right to terminate any Space Lease or to initiate any eviction proceeding against the applicable tenant thereunder. To the extent and Purchaser receives rents (including operating expense, tax and insurance charges payable by a Space Lessee) on or after the date of Closing Date that shall be delivered as follows: (i) if Seller collects any unpaid or delinquent rent for the Property, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such Space Lessee designates are payable as rent which Purchaser is entitled to hereunder relating to the date of Closing and any period thereafter, and (ii) if Purchaser collects any unpaid or delinquent rents for rent from the Property, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent which Seller is entitled to hereunder relating to the period prior to the Closing Date, Purchaser shall promptly deliver such amounts to Seller. Purchaser shall use good faith efforts (at no cost to Purchaser) to collect any such delinquent rents. Any percentage rents under Space Leases shall be prorated on the basis date of the ratio of the number of days expired before Closing to the number of days after Closing. In the event that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar year in which the agree that all rent received by Seller or Purchaser after Closing occurs. All such adjustments will be paid in cash to the party entitled thereto. All security deposits shall be transferred applied first to Purchaser or credited against current rents due and payable, and the Purchase Price and all obligations with respect to such security deposits remainder, if any shall be assumed by Purchaserapplied to delinquent rents, in the inverse order of maturity.

Rents. All fixed and additional rentals under Rent [(including estimated pass-through payments for common area/operating expenses, but not for Taxes), collectively “Rents”] for the Space Leases and other tenant charges, month in each case as and when actually received, which Closing occurs shall be prorated for said month based upon the Rents estimated to have been collected by Seller as of the Cut Off Time. Seller shall deliver or provide a credit to Purchaser in an amount equal to all prepaid rents for periods after the Closing Date. Rents which are delinquent 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 Date, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received after Closing first to payment of current Rents then due, and thereafter to delinquent Rents (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 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 deliver to Purchaser any and all Rents collected by Seller for any period after Closing. Subject to the provisions of the following sentence, Seller shall be entitled, after the Closing, to take any action against a tenant which would not result in a termination of any Lease or a tenant’s right of occupancy thereunder (“Seller Action”). Notwithstanding the 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 its intent to take action against a tenant, together 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 and any delinquent Rents (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents). 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 prorated on credited against the Closing Date and Purchase Price; accordingly, Seller shall retain the right actual cash deposits. Notwithstanding anything in this Section 4.2.4 to pursue the collection contrary, if any security deposits are in the form of a letter of credit, 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 use reasonable efforts to deliver appropriate duly executed instruments of transfer or assignment of such delinquent rents; provided 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 efforts Seller shall have no right to terminate any Space Lease or to initiate any eviction proceeding against transfers which are not the obligation of the applicable tenant thereunder. To the extent Purchaser receives rents (including operating expense, tax and insurance charges payable by a Space Lessee) on or after the Closing Date that such Space Lessee designates are payable as delinquent rents for any period prior to the Closing Date, Purchaser shall promptly deliver such amounts to Seller. Purchaser shall use good faith efforts (at no cost to Purchaser) to collect any such delinquent rents. Any percentage rents under Space Leases pay shall be prorated on the basis of the ratio of the number of days expired before Closing to the number of days after Closingpaid by Seller. In the event that the proration any letter of operating expensescredit is not transferable as of Closing, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and shall cooperate with Purchaser will make the appropriate final adjustments within ninety (90) days in all reasonable respects following the end Closing so as to transfer the same to Purchaser or to obtain a replacement letter of the calendar year credit with respect thereto in which the Closing occursfavor of Purchaser, in either case at no cost or expense to Purchaser. All Until any such adjustments will be paid in cash to the party entitled thereto. All security deposits 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 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 credited 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 and all obligations with respect to such in the amount of the security deposits shall be assumed by Purchaserdeposit or provides a substitute letter of credit in that amount.

Rents. All fixed Buyer will receive a credit at the Close of Escrow for all rents collected by Seller prior to the Closing and additional rentals under allocable to the Space Leases period from and other tenant charges, after the Close of Escrow based upon the actual number of days in each case as and when actually received, the month. No credit shall be prorated as of given the Cut Off Time. Seller shall deliver for accrued and unpaid rent or provide a credit to Purchaser in an amount equal to all prepaid rents for periods after the Closing Date. Rents which any other non-current sums due from Tenants (“Delinquent Rent”) until these sums are delinquent as of the Closing Date shall not be prorated on the Closing Date paid, and Seller shall retain the right to pursue the collection of collect any such delinquent rentsrent; provided that in connection with such efforts provided, however, Seller shall not have no the right to sxx any Tenant for nonpayment of rent, to file an unlawful detainer action or otherwise seek in any manner to terminate any Space Lease such Tenant’s lease or to initiate any eviction proceeding against the applicable tenant disturb its possession thereunder. To the extent Purchaser receives rents (including operating expense, tax and insurance charges payable by a Space Lessee) on or Buyer shall cooperate with Seller after the Closing Date that such Space Lessee designates are payable as delinquent rents for any period prior to the Closing Date, Purchaser shall promptly deliver such amounts to Seller. Purchaser shall use good faith efforts (at no cost to Purchaser) to collect any such delinquent rents. Any percentage rents under Space Leases shall be prorated on the basis Delinquent Rent as of the ratio of Closing; provided, however, Buyer shall not be obligated to sxx any Tenants or exercise any legal remedies under the number of days expired before Leases or to incur any expense over and above its own regular collection expenses. All payments collected from Tenants after Closing shall first be applied, after deducting therefrom any cost or expense incurred by Buyer in collecting such amounts, to the number of days after Closing. In the event that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar year month in which the Closing occursoccurs and prorated appropriately, then to any rent due to Buyer for the period after Closing and finally to any rent due to Seller for the period prior to Closing. All such adjustments will If rents or any portion thereof received by Seller or Buyer after the Closing are due and payable to the other party by reason of this allocation, the appropriate sum shall promptly be paid in cash to the party entitled thereto. All security deposits shall be transferred to Purchaser or credited against the Purchase Price and all obligations with respect to such security deposits shall be assumed by Purchaserother party.

Rents. All fixed and additional rentals under the Space Leases Leases, and other tenant charges, in each case as and when actually received, shall be prorated as of the Cut Off Time. Seller shall deliver or provide a credit to Purchaser in an amount equal to all prepaid rents rentals for periods after the Adjustment Date to Buyer on the Closing Date. Rents which are delinquent as of the Closing Adjustment Date shall not be prorated on the Closing Date. Buyer shall include such delinquencies in its normal billing and shall use commercially reasonable efforts to collect the same after the Closing Date and Seller (but Buyer shall retain the right not be required to pursue the collection of such delinquent rents; provided that litigate or declare a default in connection with such efforts Seller shall have no right to terminate any Space Lease or to initiate any eviction proceeding against the applicable tenant thereunderlease). To the extent Purchaser Buyer receives rents (including 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 expenseexpense and other similar expense reimbursement obligations of the tenants under the Leases, tax and insurance charges as well as any percentage payable by a Space Lesseethereunder (collectively, "Additional Amounts") shall be prorated as of the Adjustment Date. The parties will finalize such Additional Amounts prorations on or after the Closing Date that such Space Lessee designates are payable or as delinquent rents soon as practicable thereafter (but in any event not later than September 15, 1998) In order for any period the parties to determine the credits and adjustments herein provided for, no later than three (3) business days prior to the Closing Date, Purchaser 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 promptly 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 SellerBuyer within fifteen (15) days of such determination). Purchaser To the extent that Seller has received an amount less than the amount so due, Buyer shall use good faith efforts deliver such shortfall amount to Seller within fifteen (at no cost 15) days after such amounts are received from the respective tenants. The amount of percentage rent to Purchaserbe allocated to Seller with respect to each Tenant Lease for the lease year (the "Current Lease Year") to collect any such delinquent rents. Any percentage rents under Space Leases in which the Closing Date occurs shall be prorated on that amount equal to the basis amount of percentage rent owed by such tenant for the ratio lease year multiplied by a fraction, the numerator of which is the number of days expired before Closing 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 Closingthe Adjustment Date. In the event that Buyer shall not be obligated to pay or credit Seller any sum on account of the proration of operating expenses, taxes, insurance charges and/or percentage rent canas 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 fully prorated because require to litigate or declare a default in any lease); provided, however, that Buyer shall not waive any claims for delinquencies relating to Seller's period of ownership without Seller's prior written consent. 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 unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end Property as of the calendar year in which the Closing occurs. All such adjustments will be paid in cash to the party entitled Date, Seller shall retain all rights relating thereto. All security deposits shall be transferred to Purchaser or credited against the Purchase Price and all obligations with respect to such security deposits shall be assumed by Purchaser.