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 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 Tenant agrees that neither Lender's demanding or 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 impose any liability upon Lender for performance of any obligation of Landlord under the Lease unless and until Lender elects otherwise in writing. Such payments shall deliver or provide a credit continue until Lender directs Tenant otherwise in writing. Tenant agrees not to Purchaser pay any rent under the Lease more than 30 days in an amount equal advance without Lender's consent. The provisions of this Paragraph 7 will apply from time to all prepaid rents for periods after time throughout the Closing Date. Rents which are delinquent as term 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 PurchaserLease.

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 expense90) days after Closing. CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 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 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. 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. 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 (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 delinquent as in arrears and have not then been received. Notwithstanding any provision 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 this Agreement, Contributor 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 expenseright, 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 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 in the payment of Rent or other charges on the Closing Date, Purchaser shall promptly deliver such amounts to Seller. Purchaser Acquiror shall use good faith reasonable efforts (at no cost but shall not be required to Purchasercommence legal action) to collect any or cause to be collected such delinquent rentsrents for twelve (12) months following the Closing Date. Any percentage rents under Space Leases and 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 be prorated on the basis of the ratio of the number of days expired before Closing successively applied to the number payment of days after Closing. In (1) Rent and other charges due and payable in the event that month in which the proration of operating expensesClosing occurs, taxes, insurance (2) Rent and other charges and/or percentage rent cannot be fully prorated because of due and payable in the unavailability of information then such proration will be tentatively prorated on months succeeding the best available information month in which the Closing occurs (up to and Seller including the month in which payment is made) and Purchaser will make (3) Rent and other charges due and payable in 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 Acquiror following the Closing are allocable to Contributor pursuant to the party entitled thereto. All security deposits foregoing sentence, then such sums shall be transferred promptly paid to Purchaser Contributor. Contributor reserves the right to collect delinquent Rents and other charges owed to Contributor and to pursue any damages remedy Contributor may have against any tenant or credited against the Purchase Price and all obligations former tenants with respect to such security deposits delinquent Rents and other charges, but shall be assumed by Purchaserhave no right to exercise any other remedy under the Lease (including, without limitation, termination, eviction, or commencing involuntary bankruptcy proceeding against tenants). Contributor shall promptly pay to Acquiror amounts allocable to Acquiror pursuant to this Section.

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 Ground Rent and additional rentals other charges under the Space Leases and other tenant charges, in each case as and when actually received, Ground Lease shall be prorated as of the Cut Off Time. at Closing with Buyer reimbursing Seller shall deliver for any rent or provide a credit charges paid prior to Purchaser in an amount equal Closing, but which are attributable to all prepaid rents for periods from and after the Closing Date. Rents which are delinquent as of Buyer will receive a credit at Closing for all rents collected by Seller prior to the Closing Date shall not be prorated on and allocable to the period from and after the Closing Date based upon the actual number of days in the month. No credit shall be given Seller for accrued and unpaid rent or any other non-current sums due from Tenants until these sums are paid, and Seller shall retain the right to pursue the collection of collect any such delinquent rents; rent provided that in connection with such efforts Seller shall have no right does not xxx to evict any tenants or terminate any Space Lease or to initiate any eviction proceeding against the applicable tenant thereunderLeases. 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 to collect any rent under the Leases which has accrued as of the Closing Date; provided, however, Buyer shall not be obligated to xxx any Tenants or exercise any legal remedies under the Leases or to incur any expense over and above its own regular collection expenses. All payments collected from Tenants after the Closing Date shall first be applied to the month in which the Closing occurs, then to any rent due to Buyer for the period after the Closing Date through the month in which such payment was made, and finally to any rent due to Seller for the period prior to Closing Date; provided, however, notwithstanding the foregoing, if Seller collects any payments from Tenants after the Closing Date through its own collection efforts and the Tenants indicate that such Space Lessee designates are payable as delinquent rents payment is specifically for any past-due amounts owed to Seller, Seller may first apply such payments to rent due Seller for the period prior to the Closing Date. Subject to this subsection, Purchaser shall promptly deliver such amounts to Seller. Purchaser shall use good faith efforts (at no cost to Purchaser) to collect if Seller receives 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 payment from a Tenant for rent due and payable for any period from and 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 Date, then Seller agrees to promptly endorse and forward such adjustments will be paid in cash un-cashed check or payment to Buyer no later than 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 Purchasernext business day.

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 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 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 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 charges payable by the applicable Tenant or returned to the Tenant. Seller hereby acknowledges that Purchaser shall not be legally responsible to Seller for the collection of any uncollected rent or other income under any of the Leases that is past due or otherwise due and when actually received, shall be prorated payable 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 date of 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. but Purchaser shall use good faith efforts (at no cost commercially reasonable efforts, including sending written demands to Purchaser) to collect any tenants under such delinquent rents. Any percentage rents under Space Leases shall be prorated on the basis Leases, 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 (90) days following after Closing to collect such rent; provided, however, in no event shall Purchaser be obligated to file a lawsuit against any Tenant seeking collection of such uncollected rent. Purchaser agrees that if (i) a Tenant is in arrears on the end date of Closing in the payment of rent or other charges under such Tenant's Lease, and (ii) upon Purchaser's receipt of any rental or other payment from such Tenant, such Tenant is, or after application of a portion of such payment will be, current under such Lease in the payment of all accrued rental and other charges that become due and payable on the date of Closing or thereafter and in the payment of any other obligations of such Tenant to Purchaser, then Purchaser shall refund to Seller, out of and to the extent of the calendar year in which portion of such payment remaining after Purchaser deducts therefrom any and all sums due and owing it from such Tenant from and after the Closing occurs. All such adjustments will be paid in cash date of Closing, an amount up to the party entitled thereto. All security deposits shall be transferred to Purchaser or credited against full amount of any arrearage existing on the Purchase Price and all obligations with respect to such security deposits shall be assumed by Purchaserdate of Closing.

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 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 and additional rentals Rents under the Space Leases Leases, including cost-of-living increases, but excluding escalation charges for real estate taxes and other tenant operating expenses, maintenance charges, in each case or other charges of a similar nature and any additional charges and expenses payable under the Leases (collectively, “CAM Charges”), which shall be the subject of subsection 12.1.2 below, all as and when actually receivedcollected (whether such collection occurs prior to, on or after the Closing Date). Buyer will receive a credit at Closing for all rents collected by Seller prior to the Closing Date and allocable to the period from and after the Closing Date based upon the actual number of days in the month. At Closing, Seller shall deliver to Buyer a schedule of delinquent rent. Until the date that is twelve (12) months after the Closing Date, Buyer shall include such delinquencies (or unpaid amounts) in its normal billing and shall pursue the collection thereof in good faith (but Buyer shall not be required to litigate or declare a default under any Lease or pursue any other action or remedy in connection with the recovery from tenants of such delinquencies or other unpaid amounts). To the extent Buyer receives payment of rent on or after the Closing Date, such payment shall be prorated applied first toward the rent (or other tenant charge) for the month in which the Closing occurs, then to the rent owed to Buyer in connection with the applicable Lease, and then to any delinquent rents owed to Seller, with Seller’s share thereof being promptly delivered to Seller. Buyer 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, which shall not be unreasonably withheld. Seller hereby reserves the right to pursue any remedy for damages against any tenant owing delinquent rents and any other amounts to Seller (but shall not be entitled to terminate any Lease or any tenant’s right to possession). Buyer shall reasonably cooperate with Seller, at no material out-of-pocket cost to Buyer, in any collection efforts hereunder. With respect to delinquent or other uncollected rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Cut Off Time. Closing Date, Seller shall deliver or provide retain all of the rights and obligations relating thereto. Buyer and Seller acknowledge and agree that the Governmental Tenant pays rents and other amounts due under its Lease (collectively, “VA Rents”) in arrears. Accordingly, Buyer and Seller anticipate that the VA Rents will not be apportioned as of the Closing because the VA Rents for the month of the Closing will not have been collected as of the Closing Date. Furthermore, Buyer and Seller acknowledge and agree that the Governmental Tenant may continue to pay the VA Rents to Seller until such time as the Governmental Tenant has executed and delivered the applicable Novation Agreement for the Governmental Tenant’s Lease. Accordingly, (a) Buyer shall receive a credit to Purchaser at Closing in an amount equal to all prepaid rents for periods after the rent payable under the Governmental Tenant’s Lease in the month during which Closing Date. Rents which are delinquent as of the Closing Date shall not be occurs, prorated based 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 remaining in the month, plus an amount equal to the number of days rent payable under the Governmental Tenant’s Lease for the first month following Closing (“Governmental Rent Credits”), (b) Seller shall be entitled to retain any VA Rents received by Seller after Closing. In Closing which were the event that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because subject of the unavailability of information then such proration will be tentatively prorated on the best available information Governmental Rent Credits, and (c) Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar year in agrees to maintain all existing accounts into which the Governmental Tenant may be depositing VA Rents until such time as the applicable Novation Agreement is signed and the Governmental Tenant begins paying the VA Rents directly to Buyer. VA Rents collected by either party after Closing occurs. All such adjustments will shall be held in trust and paid in cash over 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 Purchaserthereto under this Section 12.1.1 within five (5) business days after receipt thereof.

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 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 under Purchaser will receive a credit for the Space Leases and other tenant charges, in each case as and when actually received, shall be prorated amount (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 12:01 a.m. of the Closing Date) of all Rents previously paid to or collected by Seller and attributable to any period following Closing. 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 “Delinquent” when they were due prior to the Closing Date, and payment thereof has not been made on or before the Closing Date. Delinquent Rents will not be prorated. All sums collected by Purchaser shall promptly deliver from and after Closing from each tenant under a License Agreement will be applied first to then to current amounts owed by such amounts tenant to Purchaser with respect to periods from and after the Closing Date, and then to Delinquent Rents owed by such tenant to Seller. Any sums due Seller received by Purchaser will be promptly remitted to Seller, but not more frequently than twice monthly. Purchaser shall use good faith efforts (at no cost to Purchaser) not have an exclusive right to collect any sums due Seller from tenants under the License Agreements and Seller hereby retains the right to pursue any tenant under the License Agreements for any sums due such delinquent rents. Any percentage rents under Space Leases Seller for periods attributable to Seller’s ownership of the Property; provided, however, Seller (a) shall be prorated on required to notify Purchaser in writing of Seller’s intention to commence or pursue any legal proceedings; (b) shall only be permitted to commence or pursue legal proceedings after the basis of the ratio of the number of days expired before Closing to the number of days date which is three months after Closing; and (c) shall not be permitted to commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or the termination of such tenant’s License Agreement. In the event Purchaser acknowledges that Seller has advised that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of tenant under the unavailability of information then such proration will be tentatively prorated on Urban Retreat Lease has been in default from time to time in the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety past twelve (9012) 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 Purchasermonths.

Rents. All fixed and additional rentals under the Space Leases collected rent and other tenant charges, collected income (and any applicable state or local tax on rent) under Leases in each case as and when actually received, effect on the Closing Date shall be prorated as of the Cut Off Timeprorated. Seller shall be charged with any rent and other income collected by Seller before Closing but applicable to any period of time after Closing. Uncollected rent and other income shall not be prorated. At Closing, Seller shall deliver or provide to Buyer a credit to Purchaser in an amount equal to all prepaid rents for periods schedule of delinquent rent. Until the date that is six (6) months after the Closing Date. Rents which are delinquent as of , Buyer shall include such delinquencies (or unpaid amounts) in its normal billing and shall pursue the Closing Date collection thereof in good faith (but Buyer shall not be prorated on the Closing Date and Seller shall retain the right required to litigate or declare a default under any Lease or pursue the collection of such delinquent rents; provided that any other action or remedy 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 (including operating expense, tax and insurance charges payable by a Space Lessee) payment of rent 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 payment shall be prorated on applied first toward the basis of rent (or other tenant charge) for 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 the party rent owed to Buyer in connection with the applicable Lease, and then to any delinquent rents owed to Seller, with Seller’s share thereof being promptly delivered to Seller. Subject to the foregoing, Buyer 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 theretoto receive a share of charges or amounts without first obtaining Seller’s written consent. All security deposits In no event shall Seller be transferred entitled to Purchaser xxx or credited otherwise seek to pursue any remedy for damages against the Purchase Price any tenant under any non-terminated Lease owing delinquent rents and all obligations any other amounts to Seller (including, without limitation, seek to terminate any Lease or any tenant’s right to possession). Buyer shall reasonably cooperate with Seller, at no material out-of-pocket cost to Buyer, in any collection efforts hereunder. With respect to such security deposits delinquent or other uncollected rents and any other amounts or other rights of any kind respecting tenants whose lease has been terminated or expired and who are no longer tenants of the Property as of the Closing Date, Seller shall be assumed by Purchaserretain all of the rights and obligations relating thereto.

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 Sellers and Buyer as of the Cut Off Timeday prior to the Closing Date. Seller Sellers shall deliver or provide a credit to Purchaser in an amount equal be entitled to all prepaid rents for periods collected Rents attributable to any period prior to but not including the Closing Date. Buyer shall be entitled to all Rents attributable to any period on and after the Closing Date. After Closing, Buyer shall make a good faith effort to collect any Rents which are delinquent not collected as of the Closing Date on Sellers’ behalf and to tender the same to Sellers upon receipt (which obligation of Buyer shall survive the Closing and not be prorated on the Closing Date and Seller shall retain the right merged therein), such effort to pursue the collection of such delinquent rents; provided that in connection with such efforts Seller shall have no right be limited to terminate any Space Lease or sending out Sellers’ xxxxxxxx therefor to initiate any eviction proceeding against the applicable tenant thereunder. To the extent Purchaser receives rents (including operating expensetenant; provided, tax and insurance charges payable however, that all Rents collected by a Space Lessee) Buyer on or after the Closing Date that such Space Lessee designates are shall first be applied to all amounts due under the Leases at the time of collection (i.e., current Rents and sums due Buyer as the current owner and landlord) with the balance (if any) payable as to Sellers, but only to the extent of amounts delinquent rents and actually due Sellers. Buyer shall not have an exclusive right to collect the sums due Sellers under the Leases and Sellers hereby retain its rights to pursue claims against any tenant under the Leases for any period sums due with respect to periods prior to the Closing Date; provided, Purchaser shall promptly deliver such amounts to Seller. Purchaser shall use good faith efforts however, that Sellers: (at no cost to Purchaseri) to collect any such delinquent rents. Any percentage rents under Space Leases shall be prorated on required to notify Buyer in writing of its intention to commence or pursue such legal proceedings; (ii) shall only be permitted to commence the basis pursuit of any legal proceedings after the date which is three (3) months after the Closing Date through the date nine (9) months after the Closing Date; 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 its Lease. The terms of the ratio immediately preceding sentence shall survive the Closing Date and not be merged therein. “Rents” shall mean all base rents, additional rent and any tax and operating expense reimbursements and escalations due from the tenants of the number Property under the Leases. For the avoidance of days expired before Closing doubt, Sellers shall have the right to continue the number pursuit of days after Closing. In the event that the proration of operating expensesany legal proceeding commenced by Sellers in accordance with this Section 5.1, taxes, insurance charges and/or percentage rent cannot be fully prorated because to its full adjudication or final resolution regardless of the unavailability of information then date on which such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate full adjudication or final adjustments within ninety (90) days following the end of the calendar year in which the Closing resolution 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 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 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 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 to the extent allocable to those periods, provided that Seller shall not be prorated on the Closing Date and Seller shall retain the right permitted to pursue the collection of such delinquent rents; provided that in connection with such efforts Seller shall have no right bring any action to terminate any Space Lease or evict any tenant. With respect to initiate any eviction proceeding against 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 tenant thereunder. To to the extent Purchaser receives rents (including operating expenseperiod preceding the Closing Date; provided that, tax and insurance charges payable all such 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 prior to the party entitled theretoClosing, and then to unpaid Rent that has accrued for any month after the month of Closing. All security deposits Buyer shall be transferred cooperate at Seller’s sole cost and expense with Seller in recovering any Rent payable for periods prior 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 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 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 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. 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 Leases at the time of collection (i.e., current Rents and sums due Buyer as the current owner and landlord) with the balance (if any) payable to Seller, but only to the 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; and (ii) 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 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.