Common use of Rents Clause in Contracts

Rents. Subject to the provisions of this Section 7, Rents shall be prorated as of the Closing. “Rents” as used herein includes fixed monthly rentals, additional rentals, any additional rental consisting of operating cost pass-throughs or other payments payable by tenants to the landlord under the Leases as reimbursement to the landlord for costs incurred by the landlord with respect to the Property, percentage rentals, escalation rentals, retroactive rentals, rent tax, and other sums and charges payable by tenants under the Leases, less any agreed credits due to tenants. Rents are “Delinquent” when they were due prior to the date of the Closing, and payment thereof has not been made on or before the date of the Closing. Delinquent Rent shall not be prorated at Closing. All Rent collected by Buyer or Seller from each tenant from and after Closing will be applied as follows: (i) first, to any accrued Rents owing to Buyer, and (ii) second to Delinquent Rents owing to Seller for the period prior to Closing. Any Rent collected by Buyer and due Seller will be promptly remitted to Seller. Any Rent collected by Seller and due Buyer shall be promptly remitted to Buyer. Buyer shall use reasonable efforts to collect Delinquent Rents owed to Seller in the ordinary course of its business; provided, however, Seller shall not contact any such tenant with respect to Delinquent Rent and Buyer shall not be required commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or the termination of the underlying Lease.

Rents. Subject to the provisions of this Section 7, Rents shall be All rents have been prorated as of the Closing. “Rents” as used herein includes fixed monthly rentals, additional rentals, any additional rental consisting of operating cost pass-throughs or other payments payable by tenants Closing Date to the landlord under extent same have actually been collected by Seller as provided in the Leases as reimbursement to the landlord Agreement. Claims for costs incurred by the landlord with respect to the Property, percentage rentals, escalation rentals, retroactive rentals, any delinquent rent tax, and other sums and charges payable which are owing to Seller by tenants under Tenants of the Leases, less any agreed credits due to tenants. Rents are “Delinquent” when they were due Property for periods prior to the date Closing Date ("Delinquent Rents") shall be owned and retained by Seller and Seller shall be entitled to collect all of same. Furthermore, Buyer agrees to pay Delinquent Rents (or Seller's pro rata share thereof to the Closingextent such Delinquent Rents are applicable to the month during which the Closing occurred) to Seller if, and payment thereof has not been made on or before when, amounts are collected from the date of delinquent Tenant that are required to be applied to Delinquent Rents as provided in the Closingimmediately succeeding sentence. Delinquent Rent shall not be prorated at Closing. All Rent To the extent rentals are collected by Buyer or Seller from each tenant from and after Closing will from Tenants owing Delinquent Rents, such collections shall be applied as follows: in the following order of priority (i) firstsuch collections shall first be applied to Delinquent Rents which were delinquent 30 days or less as of the Closing Date, to any accrued Rents owing to Buyer, and (ii) second any balance shall then be applied to rents currently due at the time of the collection of such amounts and (iii) the balance shall then be applied to Delinquent Rents owing to Seller which were delinquent for more than 30 days as of the period prior to Closing. Any Rent collected by Buyer and due Seller will be promptly remitted to Seller. Any Rent collected by Seller and due Buyer shall be promptly remitted to BuyerClosing Date. Buyer shall agrees to use reasonable efforts to collect Delinquent Rents owed Rents, but nothing contained herein shall operate to Seller in the ordinary course of its business; provided, however, Seller shall not contact require Buyer to institute a lawsuit to recover any such tenant with respect Delinquent Rents or to Delinquent Rent and Buyer shall not be required commence or pursue terminate any legal proceedings against any tenant seeking eviction of such tenant or the termination of the underlying Lease.

Rents. Subject to the provisions of this Section 7Rentals, Rents shall be prorated as of the Closing. “Rents” as used herein includes fixed monthly rentals, additional rentals, any additional rental consisting of operating cost pass-throughs or prepaid rentals and prepaid payments and all other payments amounts payable by tenants to the landlord under the Leases as reimbursement to the landlord for costs incurred by the landlord with respect to the Property, percentage rentals, escalation rentals, retroactive rentals, rent tax, and other sums and charges payable by tenants under the Leases, less and/or by licensees, concessionaires and other persons using or occupying the Property or any agreed credits due to tenants. Rents are part thereof, for or in connection with such use or occupancy, and all other income from all or any part of the Property (collectively, “Delinquent” when they were due prior Rentals”) shall be prorated on the basis that Buyer shall receive a credit for all Rentals which Seller has actually received before the Closing Date which is allocable to the date of period from and after the Closing Date. If, following the Closing, and payment thereof has not been made on or before the date of the Closing. Delinquent Rent Buyer shall not be prorated at Closing. All Rent collected by Buyer or Seller from each tenant from and after Closing will be applied as follows: (i) first, to collect any accrued Rents owing to Buyer, and (ii) second to Delinquent Rents delinquent Rentals owing to Seller for as of the period prior to Closing. Any Rent collected by Closing Date, Buyer and due Seller will be shall promptly remitted pay the same to Seller. Any Rent collected by Seller and due Buyer shall be promptly remitted to Buyer. Buyer shall use reasonable efforts to collect Delinquent Rents owed to Seller in the ordinary course of its business; provided, however, Seller Rentals collected by Buyer after the Closing Date shall be applied first to the rental period in which the Closing occurred, second to unpaid Rentals accruing after the Closing Date, and third to satisfy delinquent rental obligations for any period before Closing not contact prorated at Closing. Buyer shall use good faith commercially reasonable efforts to recover any such tenant with delinquent Rentals in respect of the period prior to Delinquent Rent and the Closing Date, provided that Buyer shall not be required to incur any material cost or commence or pursue any legal proceedings proceeding in connection therewith. Seller will retain all ownership rights relating to any delinquent Rentals; if Buyer has not collected the same within sixty (60) days from the Closing Date, then Seller may take such action as it deems necessary to collect any delinquent Rentals, including the commencement of an action against the tenants under the Leases or any tenant other person liable for such delinquent Rentals, but not including any action for unlawful detainer or other action seeking eviction to terminate such tenant's occupancy of such tenant or the termination of the underlying Leaseits premises.

Rents. Subject to the provisions of this Section 7, Rents shall be prorated as of the Closing. “Rents” as used herein includes fixed monthly rentals, additional rentals, any additional rental consisting of operating cost pass-throughs or other payments payable by tenants to the landlord under the Leases as reimbursement to the landlord for costs incurred by the landlord with respect to the Property, percentage rentals, escalation rentals, retroactive rentals, rent tax, and other sums and charges payable by tenants under the Leases, less any agreed credits due to tenantsshall be prorated as and when collected (whether such collection occurs prior to, on, or after the Closing Date). Rents are “Delinquent” when they were due prior to Buyer shall receive a credit for the date of the Closing, and payment thereof has not been made on or amounts actually received before the date of Closing Date and which pertain to any period after the ClosingClosing Date. Delinquent Rent Buyer shall not be prorated receive a credit at Closingthe closing for any rents for the month in which the closing occurs which are in arrears and have not then been received. All Rent collected by Buyer or Seller from each tenant from and after Closing will be applied as follows: (i) first, As to any accrued Rents owing to Buyertenants who are delinquent in the payment of rent on the Closing Date, and (ii) second to Delinquent Rents owing to Seller for the period prior to Closing. Any Rent collected by Buyer and due Seller will be promptly remitted to Seller. Any Rent collected by Seller and due Buyer shall be promptly remitted to Buyer. Buyer shall use reasonable efforts (but shall not be required to commence legal action or terminate or evict a tenant) to collect Delinquent Rents owed or cause to Seller be collected such delinquent rents following the Closing Date. Any and all rents so collected by Buyer following the closing (less a deduction for all reasonable collection costs and expenses incurred by Buyer) shall be successively applied (after deduction for Buyer's reasonable collection costs) to the payment of (x) rent due and payable in the ordinary course month in which the closing occurs, (y) rent due and payable in the months succeeding the month in which the closing occurs (through and including the month in which payment is made) and (z) rent due and payable in the months preceding the month in which the closing occurs. If all or part of its business; providedany rents or other charges received by Buyer following the closing are allocable to Transferors pursuant to the foregoing sentence, however, Seller then such sums shall not contact be promptly paid to Transferors. Transferors reserve the right to pursue any such damages remedy Transferors may have against any tenant with respect to Delinquent Rent and Buyer such delinquent rents, but shall not be required commence have no right to exercise any other remedy under the Lease (including, without limitation, termination or pursue any legal proceedings against any tenant seeking eviction of such tenant or the termination of the underlying Leaseeviction).

Rents. Subject to the provisions of this Section 7Rent, Rents shall be prorated as of the Closing. “Rents” as used herein includes fixed monthly rentalspercentage rent, additional rentals, any additional rental consisting of operating cost pass-throughs and other additional rent or other payments charges payable by tenants to the landlord under the Leases (collectively “Rent”) and prepaid Rent under the Leases shall be apportioned as reimbursement of the Closing Date, only to the landlord 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 costs incurred by Closing settlement purposes. Seller shall be entitled to invoice and collect from the landlord with 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 permitted to bring any action to terminate any Lease or evict any tenant. With respect to the Property, percentage rentals, escalation rentals, retroactive rentals, rent tax, and other sums and charges payable by tenants any Rent arrearages existing under the LeasesLeases or operating cost pass-throughs billed by or paid to Buyer after Closing, less Buyer promptly shall pay to Seller any agreed credits amounts actually collected which are applicable to the period preceding the Closing Date; provided that, all such amounts collected by Buyer after the Closing Date shall be applied first to Rent due for the month in which the Closing occurs, then to tenants. Rents are “Delinquent” when they were due any unpaid Rent that has accrued for any month prior to the date of the Closing, and payment thereof then to unpaid Rent that has not been made on or before accrued for any month after the date month of the Closing. Delinquent Buyer shall cooperate at Seller’s sole cost and expense with Seller in recovering any Rent shall not be prorated at Closing. All Rent collected by Buyer or Seller from each tenant from and after Closing will be applied as follows: (i) first, to any accrued Rents owing to Buyer, and (ii) second to Delinquent Rents owing to Seller payable for the period periods prior to Closing. Any Rent collected by Buyer and due Seller will be promptly remitted to Seller. Any Rent collected by Seller and due Buyer shall be promptly remitted to Buyer. Buyer shall use reasonable efforts to collect Delinquent Rents owed to Seller in the ordinary course of its business; provided, however, Seller shall not contact any such tenant with respect to Delinquent Rent and Buyer shall not be required commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or the termination of the underlying Lease.

Rents. Subject to the provisions of this Section 7, a) All collected Rents (as hereinafter defined) shall be prorated between each Seller and Buyer as of 11:59 PM on the day prior to the Closing Date. Each Seller shall be entitled to all collected Rents attributable to any period prior to, but not including, the Closing Date on the basis of a schedule which shall be prepared by the Seller and delivered to Buyer for Buyer’s review and approval no less than three (3) business days prior to the Closing Date. Buyer shall be entitled to all collected Rents attributable to any period on and after the Closing Date. After Closing, Buyer shall make a good faith effort to collect any Rents not collected as of the Closing. “Rents” as used herein includes fixed monthly rentals, additional rentals, any additional rental consisting of operating cost pass-throughs or other payments payable by tenants Closing Date that apply to the landlord under the Leases as reimbursement to the landlord for costs incurred by the landlord with respect to the Property, percentage rentals, escalation rentals, retroactive rentals, rent tax, and other sums and charges payable by tenants under the Leases, less any agreed credits due to tenants. Rents are “Delinquent” when they were due periods prior to Closing on each Seller’s behalf and to tender the date same to such Seller upon receipt (which obligation of Buyer shall survive the Closing, Closing and payment thereof has not been made on or before the date of the Closing. Delinquent Rent shall not be prorated at Closing. All Rent collected by Buyer or Seller from each tenant from and after Closing will be applied as follows: (i) first, to any accrued Rents owing to Buyer, and (ii) second to Delinquent Rents owing to Seller for the period prior to Closing. Any Rent collected by Buyer and due Seller will be promptly remitted to Seller. Any Rent collected by Seller and due Buyer shall be promptly remitted to Buyer. Buyer shall use reasonable efforts to collect Delinquent Rents owed to Seller in the ordinary course of its businessmerged therein); provided, however, Seller shall not contact any such tenant with respect to Delinquent Rent and that Buyer shall not be required to commence any proceeding to evict any tenant or expend any material sums of money in collecting such delinquent Rents; provided, further, 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 due or owing to Buyer and sums due Buyer as the current owner and landlord) with the balance (if any) payable to each Seller for delinquent Rents in the order in which such Rents are most recently past due, but only to the extent of amounts delinquent and actually due such Seller for delinquent Rents in the order in which such Rents are most recently past due. Each Seller hereby retains its rights to pursue claims against any tenant under the Leases for sums due with respect to periods prior to the Closing Date; provided, however, that such Seller: (i) shall be required to notify Buyer in writing of its intention to commence such collection efforts; (ii) shall only be permitted to commence or pursue such collection efforts after the date which is three (3) months after the Closing Date; (iii) shall not be permitted to commence any legal proceedings against any tenant seeking after the date which is one (1) year after the Closing Date; provided, however, that, with respect to any legal proceedings that Seller has commenced prior to said date which is one (1) year after the Closing Date, Seller shall be entitled to continue pursuing such legal proceedings until such legal proceedings are resolved to Seller’s satisfaction; provided, further, that in no event shall Seller seek eviction of such a tenant or the termination of such tenant’s underlying lease. “Rents” shall mean all base rents, additional rent, operating expenses and any other reimbursable charges and escalations due from the underlying Leasetenants of the Property under the Leases and Temporary Occupancy Agreements; provided, however, Rents shall not include percentage rents, which shall be governed by Section 5.8 of this Agreement. Notwithstanding the foregoing or anything to the contrary as contained in this Agreement, any and all prorations and/or credits with respect to Rents, Security Deposits, Operating Expenses (as hereinafter defined), Tax Expense and Tax Receivables (as hereinafter defined) as provided for in this Agreement shall in all events exclude any rents, reimbursements, deposits, receivables or expenses relating to any tenants, Leases or Temporary Occupancy Agreements with respect to the Excluded Properties, and each respective Seller (or its affiliate) shall retain all rights to all rents, deposits and reimbursements and shall remain responsible for all expenses in connection with or relating to such Excluded Properties, the intent being that the respective Seller or its affiliate that owns any such Excluded Property shall retain all the benefits and burdens as the owner of such Excluded Property from and after Closing. In the event that, subsequent to Closing, Sellers receive any Rents from any tenant that are attributable to periods from and after the Closing Date, Sellers shall promptly forward the same to Buyer.

Rents. Subject to the provisions of this Section 7, All collected Rents shall be prorated between Seller and Buyer as of the Closing. “Rents” as used herein includes fixed monthly rentals, additional rentals, any additional rental consisting of operating cost pass-throughs or other payments payable by tenants to the landlord under the Leases as reimbursement to the landlord for costs incurred by the landlord with respect to the Property, percentage rentals, escalation rentals, retroactive rentals, rent tax, and other sums and charges payable by tenants under the Leases, less any agreed credits due to tenants. Rents are “Delinquent” when they were due day prior to the date Closing Date. Seller shall be entitled to all Rents attributable to any period to but not including the Closing Date. Buyer shall be entitled to all Rents attributable to any period on and after the Closing Date. Rents not collected as of the Closing, and payment thereof has not been made on or before the date of the Closing. Delinquent Rent Closing Date shall not be prorated at the time of Closing. All Rent After Closing, Buyer shall make a good faith effort to collect any Rents not collected by Buyer or Seller from each tenant from as of the Closing Date on Seller's behalf and after Closing will be applied as follows: (i) first, to any accrued Rents owing to Buyer, and (ii) second to Delinquent Rents owing tender the same to Seller for the period prior to Closing. Any Rent collected by Buyer and due Seller will be promptly remitted to Seller. Any Rent collected by Seller and due upon receipt (which obligation of Buyer shall survive the Closing and not be promptly remitted to Buyer. Buyer shall use reasonable efforts to collect Delinquent Rents owed to Seller in the ordinary course of its businessmerged therein); provided, however, Seller that all Rents collected by Buyer on or after the Closing Date shall first be applied to all amounts due under the Leases at the time of collection (i.e., current Rents and sums due Buyer as the current owner and landlord) with the balance (if any) payable to Seller, but only to the extent of amounts delinquent and actually due Seller. Buyer shall not contact have an exclusive right to collect the sums due Seller under the Leases and Seller hereby retains its rights to pursue claims against any such tenant under the Leases for sums due with respect to Delinquent Rent periods prior to the Closing Date; provided, however, that Seller (i) shall be required to notify Buyer in writing of its intention to commence or pursue such legal proceedings; (ii) shall only be permitted to commence or pursue any legal proceedings after the date which is six (6) months after Closing; and Buyer (iii) shall not be required permitted to commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or the termination of the underlying Leaselease. The terms of the immediately preceding sentence shall survive the Closing and not be merged therein.

Rents. Subject to the provisions of this Section 7, All collected Rents shall be prorated between Seller and Buyer as of the Closing. “Rents” as used herein includes fixed monthly rentals, additional rentals, any additional rental consisting of operating cost pass-throughs or other payments payable by tenants to the landlord under the Leases as reimbursement to the landlord for costs incurred by the landlord with respect to the Property, percentage rentals, escalation rentals, retroactive rentals, rent tax, and other sums and charges payable by tenants under the Leases, less any agreed credits due to tenants. Rents are “Delinquent” when they were due day prior to the date Closing Date. Seller shall be entitled to all Rents attributable to any period to but not including the Closing Date. Buyer shall be entitled to all Rents attributable to any period on and after the Closing Date. Rents not collected as of the Closing, and payment thereof has not been made on or before the date of the Closing. Delinquent Rent Closing Date shall not be prorated at the time of Closing. All Rent After Closing, Buyer shall make a good faith effort to collect any Rents not collected by Buyer or Seller from each tenant from as of the Closing Date on Seller’s behalf and after Closing will be applied as follows: (i) first, to any accrued Rents owing to Buyer, and (ii) second to Delinquent Rents owing tender the same to Seller for the period prior to Closing. Any Rent collected by Buyer and due Seller will be promptly remitted to Seller. Any Rent collected by Seller and due upon receipt (which obligation of Buyer shall survive the Closing and not be promptly remitted to Buyer. Buyer shall use reasonable efforts to collect Delinquent Rents owed to Seller in the ordinary course of its businessmerged therein); provided, however, Seller that all Rents collected by Buyer on or after the Closing Date shall first be applied to all amounts due under the Leases at the time of collection (i.e., current Rents and sums due Buyer as the current owner and landlord) with the balance (if any) payable to Seller, but only to the extent of amounts delinquent and actually due Seller. Buyer shall not contact have an exclusive right to collect the sums due Seller under the Leases and Seller hereby retains its rights to pursue claims against any such tenant under the Leases for sums due with respect to Delinquent Rent periods prior to the Closing Date; provided, however, that Seller (i) shall be required to notify Buyer in writing of its intention to commence or pursue such legal proceedings; and Buyer (ii) shall not be required permitted to commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or the termination of the underlying Leaselease. The terms of the immediately preceding sentence shall survive the Closing and not be merged therein.

Rents. Subject to All base rent, additional rent and other sums actually paid under the provisions Leases (including, without limitation, amounts owed by Tenants at the Property as periodic estimates of this Section 7the costs of utilities, Rents insurance, maintenance, repairs and other operating expenses), shall be prorated and apportioned between the respective Sellers and Purchaser at Closing on a per diem basis as of 11:59 P.M. on the ClosingPro Ration Date, provided that delinquent amounts shall not be considered in such calculation. “Rents” as used herein includes fixed After the Closing Date, payments of monthly rentals, additional rentals, any additional rental consisting of operating cost pass-throughs or base rent and other payments payable by tenants to the landlord amounts due under the Leases as reimbursement to the landlord for costs incurred received by the landlord with respect to the PropertyPurchaser shall be applied, percentage rentals, escalation rentals, retroactive rentals, rent tax, and other sums and charges payable by tenants under the Leases, less any agreed credits due to tenants. Rents are “Delinquent” when they were due prior to the date of the Closing, and payment thereof has not been made on or before the date of the Closing. Delinquent Rent shall not be prorated at Closing. All Rent collected by Buyer or Seller from each tenant from and after Closing will be applied as follows: (i) first, to any accrued Rents current amounts due and owing, second, to past-due amounts owing to Buyerand starting with the most recent delinquency, and third (ii) second if and to Delinquent Rents owing the extend not paid as a result of the foregoing), to Seller past-due amounts unpaid for the period prior to Closing. Any Rent collected by Buyer and due Seller will be promptly remitted to Seller. Any Rent collected by Seller and due Buyer the Closing Date, which amounts shall be promptly remitted payable to Buyer. Buyer Sellers after deducting therefrom any of Purchaser's reasonable, out of pocket costs of collection, including, without limitation, reasonable attorneys' fees (provided that Purchaser shall use reasonable efforts to collect Delinquent Rents such amounts using its in-house legal and other personnel). Purchaser will have no obligation to incur any cost or expense or institute any litigation to collect delinquent rents, percentage rents, or other costs or charges owed to Seller in Sellers, and Sellers will not exercise any right to collect such amounts unless Purchaser fails to use reasonable efforts to do so. If Purchaser fails to use reasonable efforts to collect such delinquent amounts, Sellers shall have the ordinary course of its business; provided, however, Seller shall not contact right to pursue all rights and remedies against the Tenants to recover any such tenant with respect to Delinquent Rent and Buyer delinquencies, except that Sellers shall not be required commence or pursue any legal proceedings entitled to threaten to dispossess such Tenants but may otherwise institute suit against any tenant seeking eviction Tenant under the Leases. The provisions of such tenant or this Section 11.4 shall survive Closing. (1) Purchaser shall receive a credit at Closing for all rents and other charges actually collected prior to Closing to the termination of the underlying Leaseextent relating to any period after Closing.

Rents. Subject to All rents and other receipts actually received by Seller for the provisions of this Section 7, Rents month in which the Closing occurs shall be prorated as of the Closing. “Rents” as used herein includes fixed monthly rentals, additional rentals, any additional rental consisting of operating cost pass-throughs or other payments payable by tenants to the landlord under the Leases as reimbursement to the landlord for costs incurred by the landlord with respect to the Property, percentage rentals, escalation rentals, retroactive rentals, rent tax, and other sums and charges payable by tenants under the Leases, less any agreed credits due to tenants. Rents are “Delinquent” when they were due prior to the date of the Closing, and payment thereof has not been made on or before the date of the Closing. Delinquent Rent shall not be prorated at Closing. All Rent collected by Buyer or Seller from each tenant from and after Closing will be applied as follows: (i) first, to any accrued Rents owing to Buyer, and (ii) second to Delinquent Rents owing to Seller for the period prior to Closing. Any Rent collected by Buyer and due Seller will be promptly remitted to Seller. Any Rent collected by Seller and due Buyer shall be promptly remitted to Buyer. Buyer shall use reasonable efforts after the Closing to collect Delinquent Rents owed delinquent rents for the period up to Seller in the ordinary course of its businessClosing; provided, however, that all collections shall be applied first to periods commencing after the Closing, and then to periods prior to the Closing. Provided Buyer has complied with the conditions set forth in the next sentence, Buyer shall have no obligation to pay any delinquent rent to Seller if the delinquent rent is received by Buyer more than ninety (90) days after the Closing Date and Buyer shall be entitled to retain all such delinquent rent. With respect to rent which is delinquent on the Closing Date, after the Closing Date Buyer shall give each tenant owing delinquent rent a written notice of the delinquent rent due and if the tenant does not pay the delinquent rent described in the written notice, Buyer shall give the tenant a notice to pay rent or quit. Buyer shall have no obligation to file an unlawful detainer action or any other legal action to collect delinquent rent. After the Closing Date, Seller shall not contact have the right to take any action to collect delinquent rent. Buyer may deduct from delinquent rent it collects the reasonable cost of collecting such tenant with respect to Delinquent Rent and delinquent rent, including, but not limited to, attorneys' fees. At Closing, Buyer shall not be required commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or receive a credit in an amount equal to the termination of Security Deposits set forth in the underlying LeaseLeases.

Rents. Subject to the provisions of this Section 7, Rents Collected rents shall be prorated as of the Closingprorated. “Rents” as used herein includes fixed monthly rentals, additional rentals, Seller shall not receive any additional rental consisting of operating cost pass-throughs or other payments payable by tenants to the landlord under the Leases as reimbursement to the landlord proration credit for costs incurred by the landlord with respect to the Property, percentage rentals, escalation rentals, retroactive rentals, rent tax, rents accrued and other sums and charges payable by tenants under the Leases, less any agreed credits due to tenants. Rents are “Delinquent” when they were due delinquent for months prior to the date of the ClosingProration Date, until such rent is collected and payment thereof has not been made on or before the date of the Closing. Delinquent Rent shall not be prorated at Closingany other rent due is paid. All Rent collected by Buyer or Seller from each tenant from and rentals received after Closing will the Proration Date shall be applied as follows: (i) applied, first, to any accrued Rents owing to Buyercurrent and, and (ii) second to Delinquent Rents owing to Seller for then, delinquent obligations, the period prior to Closing. Any Rent collected by Buyer and due Seller will latter of which shall be promptly remitted paid to Seller. Any Rent collected by Seller and due Buyer ; provided, however, nothing herein shall be promptly remitted operate to Buyer. Buyer require Purchaser to institute a lawsuit to recover such amounts but Purchaser shall use reasonable efforts to collect Delinquent Rents owed to Seller in the ordinary course of its business; provided, however, delinquent amounts. Seller shall not contact any such tenant with respect to Delinquent Rent and Buyer be charged for uncollected rent for the month within which the Proration Date shall not be required commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or occur, it being the termination intent of the underlying Leaseparties to prorate only the rents that have been collected at such date. Any delinquent rents for periods prior to the Proration Date and a prorated portion of rents for the month uncollected as of the Proration Date which are collected by Purchaser and which are not necessary to bring a tenant current as described above shall be forwarded to Seller. Seller shall have the right to inspect and make copies of Purchaser's records relating to the collection of rent in order to verify that Purchaser has remitted Seller's share of any delinquent rent.

Rents. Subject to the provisions of this Section 7, All collected Rents shall be prorated between Seller and Buyer as of the Closing. “Rents” as used herein includes fixed monthly rentals, additional rentals, any additional rental consisting of operating cost pass-throughs or other payments payable by tenants to the landlord under the Leases as reimbursement to the landlord for costs incurred by the landlord with respect to the Property, percentage rentals, escalation rentals, retroactive rentals, rent tax, and other sums and charges payable by tenants under the Leases, less any agreed credits due to tenants. Rents are “Delinquent” when they were due day prior to the date Closing Date. Seller shall be entitled to all Rents attributable to any period to but not including the Closing Date. Buyer shall be entitled to all Rents attributable to any period on and after the Closing Date. Rents not collected as of the Closing, and payment thereof has not been made on or before the date of the Closing. Delinquent Rent Closing Date shall not be prorated at the time of Closing. All Rent With respect to percentage rent due from any tenant, Buyer and Seller agree that at Closing estimated percentage rent shall be prorated for the calendar year in which the Closing occurs (even though the same may not have been collected by as of the Closing) based upon the amount of percentage rent due from such tenant for the calendar year immediately prior to the calendar year in which the Closing occurs. After Closing, Buyer or Seller from each tenant from shall make a good faith effort to collect any Rents not collected as of the Closing Date on Seller’s behalf and after Closing will be applied as follows: (i) first, to any accrued Rents owing to Buyer, and (ii) second to Delinquent Rents owing tender the same to Seller for the period prior to Closing. Any Rent collected by Buyer and due Seller will be promptly remitted to Seller. Any Rent collected by Seller and due upon receipt (which obligation of Buyer shall survive the Closing and not be promptly remitted to Buyer. Buyer shall use reasonable efforts to collect Delinquent Rents owed to Seller in the ordinary course of its businessmerged therein); provided, however, Seller that all Rents collected by Buyer on or after the Closing Date shall first be applied to all amounts due under the Leases at the time of collection (i.e., current Rents and sums due Buyer as the current owner and landlord) with the balance (if any) payable to Seller, but only to the extent of amounts delinquent and actually due Seller. Buyer shall not contact have an exclusive right to collect the sums due Seller under the Leases and Seller hereby retains its rights to pursue claims against any such tenant under the Leases for sums due with respect to Delinquent Rent 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 required to notify Buyer in writing of its intention to commence or pursue such legal proceedings; and Buyer (ii) shall not be required permitted to commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or the termination of the underlying Leaselease. The terms of the immediately preceding sentence shall survive the Closing and not be merged therein.

Rents. Subject to All lease payments, rentals and other income from the provisions of this Section 7, Rents Property shall be prorated as of the ClosingClosing Date, Seller being charged and credited for all of same up to such date and Buyer being charged and credited for all of same on and after such date. “Rents” No proration shall be made for delinquent rents existing as used herein includes fixed monthly rentals, additional rentals, any additional rental consisting of operating cost pass-throughs or other payments payable by tenants to the landlord under the Leases as reimbursement to the landlord for costs incurred by the landlord with Closing Date. With respect to such delinquent rents, Buyer shall make a reasonable attempt to collect the Propertysame for Seller’s benefit after the Closing Date in the usual course of operation of the Property and such collections, percentage rentals, escalation rentals, retroactive rentals, rent tax, and other sums and charges payable by tenants under the Leasesif any, less any agreed credits due cost of collection and any portion thereof attributable to tenants. Rents are “Delinquent” when they were due any period prior to the date of the Closing, and payment thereof has not been made on or before the date of the Closing. Delinquent Rent Closing Date shall not be prorated at Closing. All Rent collected by Buyer or Seller from each tenant from and after Closing will be applied as follows: (i) first, to any accrued Rents owing to Buyer, and (ii) second to Delinquent Rents owing to Seller for the period prior to Closing. Any Rent collected by Buyer and due Seller will be promptly remitted to Seller. Any Rent collected the Seller promptly upon receipt by Seller and due Buyer shall be promptly remitted to Buyer. Buyer shall use reasonable efforts to collect Delinquent Rents owed to Seller in the ordinary course of its business; provided, however, nothing contained herein shall require Buyer to institute any lawsuit or other collection procedures to collect such delinquent rents. All amounts collected from tenants owing delinquent rents shall be applied first to satisfy current rental periods and second to satisfy obligations arising from past rental periods, in inverse order of maturity. Buyer need not attempt to collect rent which is more than six (6) months’ past due. At the Closing, Seller shall not contact pay to Buyer in cash the amount of any such tenant with respect prepaid rents paid to Delinquent Rent and Buyer shall not be required commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or Seller by tenants for periods subsequent to the termination of the underlying LeaseClosing Date.

Rents. Subject This Section 4(b) shall apply to any Leases, and if no Leases are in effect, this Section 4(b) shall not be applicable. Notwithstanding anything to the provisions of this Section 7contrary contained herein, Rents no proration shall be prorated made in relation to any delinquent rents existing under any Lease as of the date of Closing. “Rents” In adjusting for uncollected rents, no adjustment shall be made in Seller’s favor for rents that have accrued and are unpaid as used herein includes fixed monthly rentalsof Closing, additional rentalsbut Purchaser shall pay Seller such accrued and unpaid rents, as and when collected by Purchaser. Purchaser agrees to bill tenants of the Property for all past due rents and to take any additional rental consisting reasonable actions requested by Seller to collect rents that are accrued but unpaid as of operating cost pass-throughs or other payments payable by tenants to the landlord under the Leases as reimbursement to the landlord for costs incurred by the landlord with respect to the Property, percentage rentals, escalation rentals, retroactive rentals, rent tax, and other sums and charges payable by tenants under the Leases, less any agreed credits due to tenants. Rents are “Delinquent” when they were due prior to the date of the Closing, including without limitation the engagement of a collection agency, provided that Purchaser shall not be obligated to incur any out-of-pocket third party expenses in connection with such actions and payment thereof has Purchaser shall not been made on or before be obligated to take any action to terminate a tenancy. Seller reserves the right to bring suit against tenants of the Property to collect for accrued but unpaid rents owed Seller as of the date of the Closing. Delinquent Rent shall not be prorated at Closing. All Rent collected by Buyer or , but Seller from each tenant from and after Closing will be applied as follows: (i) firstmay not, to any accrued Rents owing to Buyer, and (ii) second to Delinquent Rents owing to Seller for the period prior subsequent to Closing, bring suit for possession of the premises occupied by such tenants. Any Rent collected by Buyer and due Seller will be promptly remitted to Seller. Any Rent collected by Seller and due Buyer shall be promptly remitted to Buyer. Buyer shall use reasonable efforts to collect Delinquent Rents owed to Seller in the ordinary course of its business; provided, howeverAfter Closing, Seller shall not contact any such tenant with respect have the right to Delinquent Rent and Buyer shall not inspect the rent receipts of Purchaser relating to the Property to verify that Purchaser is remitted to Seller all amounts to be required commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or remitted to Seller according to the termination terms of the underlying LeaseAgreement, and for any other purpose related to Seller’s prior ownership of the Property.]

Rents. Subject to Rentals, prepaid rentals and prepaid payments and all other amounts payable under the provisions of this Section 7Leases (collectively, Rents “Rentals”) shall be prorated on the basis that Buyer shall receive a credit for all Rentals which Seller has actually received before the Closing Date which is allocable to the period on and after the Closing Date. If, following the Closing, Buyer shall collect any delinquent Rentals owing to Seller as of the Closing. “Rents” as used herein includes fixed monthly rentalsClosing Date, additional rentals, any additional rental consisting of operating cost pass-throughs or other payments payable by tenants to Buyer shall promptly pay the landlord under the Leases as reimbursement to the landlord for costs incurred by the landlord with respect to the Property, percentage rentals, escalation rentals, retroactive rentals, rent tax, and other sums and charges payable by tenants under the Leases, less any agreed credits due to tenants. Rents are “Delinquent” when they were due prior to the date of the Closing, and payment thereof has not been made on or before the date of the Closing. Delinquent Rent shall not be prorated at Closing. All Rent collected by Buyer or Seller from each tenant from and after Closing will be applied as follows: (i) first, to any accrued Rents owing to Buyer, and (ii) second to Delinquent Rents owing to Seller for the period prior to Closing. Any Rent collected by Buyer and due Seller will be promptly remitted same to Seller. Any Rent collected by Seller and due Buyer shall be promptly remitted to Buyer. Buyer shall use reasonable efforts to collect Delinquent Rents owed to Seller in the ordinary course of its business; provided, however, Seller Rentals collected by Buyer after the Closing Date shall be applied first to the rental period in which the Closing occurred, second to unpaid Rentals accruing after the Closing Date, and third to satisfy delinquent rental obligations for any period before Closing not contact prorated at Closing. Buyer shall use good faith commercially reasonable efforts to recover any such tenant with delinquent Rentals in respect of the period prior to Delinquent Rent and the Closing Date, provided that Buyer shall not be required to declare a default, incur any material cost or commence or any legal proceeding in connection therewith. Seller will retain all ownership rights relating to any delinquent Rentals; but Seller shall have no right to pursue any legal proceedings action against any tenant seeking eviction of such tenant or the termination of the underlying Leasetenants after Closing and, in particular, Seller shall have no right to pursue any action for unlawful detainer or other action seeking to terminate such tenant’s occupancy of its premises.

Rents. Subject to the provisions of this Section 7Rent, Rents shall be prorated as of the Closing. “Rents” as used herein includes fixed monthly rentalsarrearages, additional rentals, any additional rental consisting of operating cost pass-throughs and other additional rent or other payments charges payable by tenants to the landlord under the Leases (hereinafter, collectively "Rent") and prepaid rent under the Leases shall be apportioned as reimbursement of the Closing Date, to the landlord extent then paid, based on the actual number of days in the month or other applicable period during which the Closing occurs. Security deposits shall be considered a credit to Buyer for costs incurred by closing settlement purposes. Buyer shall exercise commercially reasonable efforts to collect for the landlord with respect to account of Seller any Rent payable for the Property, percentage rentals, escalation rentals, retroactive rentals, rent tax, and other sums and charges payable by tenants under the Leases, less any agreed credits due to tenants. Rents are “Delinquent” when they were due periods prior to the date of Closing; provided that Buyer shall have no obligation to initiate litigation with respect thereto. 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. Unless the Tenant designates otherwise, all Rent received by Buyer after Closing shall be first applied to unpaid Rent that has accrued after the Closing, and payment thereof has then to unpaid Rent that accrued prior to the Closing Date. Seller shall not been made on or before the date of invoice Tenants directly after the Closing. Delinquent Rent , but shall not be prorated at Closing. All Rent collected by work through Buyer or Seller from each tenant from and after Closing will be applied as follows: (i) first, to collect any accrued Rents owing to Buyer, and (ii) second to Delinquent Rents owing to Seller rents for the period prior to Closing. Any Rent collected by Closing and Buyer and due Seller will be promptly remitted to shall cooperate with such efforts of Seller. Any Rent collected by Seller and due Buyer shall be promptly remitted to Buyer. Buyer shall use reasonable efforts to collect Delinquent Rents owed to Seller in the ordinary course of its business; provided, however, Seller shall not contact any such tenant with respect to Delinquent Rent and Buyer shall not be required commence or pursue to initiate any legal proceedings against action to recover any tenant seeking eviction Rent payable for period prior to Closing, but shall join in action initiated by Seller to the extent reasonably necessary to obtain the relief sought, at Seller's cost. Percentage rents and CAM shall be deemed to accrue evenly over a given period based on the number of such tenant or the termination of the underlying Leasedays elapsed.

Rents. Subject to the provisions of this Section 7Rents (including, Rents shall be prorated as of the Closing. “Rents” as used herein includes fixed monthly rentalswithout limitation, estimated 9pass-through payments, payments for 1998 common area maintenance reconciliations and all additional rentals, any additional rental consisting of operating cost pass-throughs or other payments payable by tenants to the landlord under the Leases as reimbursement to the landlord for costs incurred by the landlord with respect to the Property, percentage rentals, escalation rentals, retroactive rentals, rent tax, and other sums and charges payable by tenants under the Leases, less any agreed credits due to tenants. Rents are “Delinquent” when they were due prior to the date of the Closing(collectively, and payment thereof has not been made on or before the date of the Closing. Delinquent Rent shall not be prorated at Closing. All Rent collected by Buyer or Seller from each tenant from and after Closing will be applied as follows: (i"Rents")) first, to any accrued Rents owing to Buyer, and (ii) second to Delinquent Rents owing to Seller for the period prior to Closing. Any Rent collected by Buyer and due Seller will be promptly remitted to Seller. Any Rent collected by Seller and due Buyer prior to Closing shall be promptly remitted to Buyerprorated as of the Closing Date. Buyer During the period after Closing, Purchaser shall use reasonable efforts to collect Delinquent Rents owed deliver to Seller in any and all Rents accrued but uncollected as of the ordinary course of its businessClosing Date to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received after Closing first to payment of current Rent then due, and thereafter to delinquent Rents (other than "true up" payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated among Seller and Purchaser pro rata in accordance with their respective period of ownership as set forth in Section 4.2.5 below). Seller shall not contact any such tenant with respect have the right, after Closing, to Delinquent Rent and Buyer shall not be required commence or pursue any legal proceedings proceed against any tenant seeking eviction tenants for delinquent Rents allocable to the period of such tenant or the termination Seller's ownership of the underlying Lease.Property; provided, however, that Seller shall have no right to seek to evict or dispossess tenants or to terminate their respective leases. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants and any delinquent Rents (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent

Rents. Subject to All collected rent and other collected income (and any applicable state or local tax on rent) under Leases in effect on the provisions of this Section 7, Rents Closing Date shall be prorated as prorated. Seller shall be charged with any rent and other income collected by Seller before Closing but applicable to any period of the time after Closing. “Rents” as used herein includes fixed monthly rentals, additional rentals, any additional rental consisting of operating cost pass-throughs or other payments payable by tenants to the landlord under the Leases as reimbursement to the landlord for costs incurred by the landlord with respect to the Property, percentage rentals, escalation rentals, retroactive rentals, Uncollected rent tax, and other sums and charges payable by tenants under the Leases, less any agreed credits due to tenants. Rents are “Delinquent” when they were due prior to the date of the Closing, and payment thereof has not been made on or before the date of the Closing. Delinquent Rent income shall not be prorated at prorated. At Closing. All Rent collected by Buyer or Seller from each tenant from and after Closing will be applied as follows: (i) first, to any accrued Rents owing to Buyer, and (ii) second to Delinquent Rents owing to Seller for the period prior to Closing. Any Rent collected by Buyer and due Seller will be promptly remitted to Seller. Any Rent collected by Seller and due Buyer shall be promptly remitted to Buyer. Buyer shall use reasonable efforts to collect Delinquent Rents owed to Seller in the ordinary course of its business; provided, however, Seller shall not contact any deliver to Buyer a schedule of delinquent rent. Until the date that is six (6) months after the Closing Date, Buyer shall include such tenant with respect to Delinquent Rent delinquencies (or unpaid amounts) in its normal billing and shall pursue the collection thereof in good faith (but Buyer shall not be required commence to litigate or declare a default under any Lease or pursue any legal proceedings 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 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. 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 to receive a share of charges or amounts without first obtaining Seller’s written consent. In no event shall Seller be entitled to xxx or otherwise seek to pursue any remedy for damages against any tenant seeking eviction under any non-terminated Lease owing delinquent rents and 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 delinquent or other uncollected rents and any other amounts or other rights of such tenant any kind respecting tenants whose lease has been terminated or the termination expired and who are no longer tenants of the underlying LeaseProperty as of the Closing Date, Seller shall retain all of the rights and obligations relating thereto.

Rents. Subject to Purchaser will receive a credit for the provisions of this Section 7, Rents shall be prorated amount (as of 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” as used herein includes fixed monthly rentals, additional rentals, any additional rental consisting of operating cost pass-throughs or other payments payable by tenants to the landlord under the Leases as reimbursement to the landlord for costs incurred by the landlord with respect to the Property, percentage rentals, escalation rentals, retroactive rentals, rent tax, and other sums and charges payable by tenants under the Leases, less any agreed credits due to tenants. Rents are “Delinquent” when they were due prior to the date of the ClosingClosing Date, and payment thereof has not been made on or before the date of the ClosingClosing Date. Delinquent Rent shall Rents will not be prorated at Closingprorated. All Rent sums collected by Buyer or Seller from each tenant Purchaser from and after Closing from each tenant under a License Agreement will be applied as follows: (i) first, first to any accrued Rents owing then to Buyercurrent amounts owed by such tenant to Purchaser with respect to periods from and after the Closing Date, and (ii) second then to Delinquent Rents owing owed by such tenant to Seller for the period prior to ClosingSeller. Any Rent collected by Buyer and sums due Seller received by Purchaser will be promptly remitted to Seller, but not more frequently than twice monthly. Any Rent collected by Seller and due Buyer Purchaser shall be promptly remitted to Buyer. Buyer shall use reasonable efforts not have an exclusive right to collect Delinquent Rents owed 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 Seller in for periods attributable to Seller’s ownership of the ordinary course of its businessProperty; provided, however, Seller (a) shall not contact be required to notify Purchaser in writing of Seller’s intention to commence or pursue any such tenant with respect legal proceedings; (b) shall only be permitted to Delinquent Rent commence or pursue legal proceedings after the date which is three months after Closing; and Buyer (c) shall not be required 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. Purchaser acknowledges that Seller has advised that the underlying Leasetenant under the Urban Retreat Lease has been in default from time to time in the past twelve (12) months.

Rents. Subject to the provisions of this Section 7, Rents shall be prorated as of the ClosingClos­ing. “Rents” as used herein includes fixed monthly rentals, additional rentals, any additional rental consisting of operating cost pass-throughs or other payments payable by tenants to the landlord under the Leases as reimbursement to the landlord for costs incurred by the landlord with respect to the Property, percentage rentals, escalation rentals, retroactive rentals, rent tax, and other sums and charges payable by tenants under the Leases, less any agreed credits due to tenants. Rents are “Delinquent” when they were due prior to the date of the ClosingClosing Date, and payment thereof has not been made on or before the date of the ClosingClosing Date. Delinquent Rent shall not be prorated at Closing. All Rent collected by Buyer or Seller from each tenant from and after Closing will be applied as follows: (i) first, to any accrued Rents owing to Buyer, and (ii) second to Delinquent Rents owing to Seller for the period prior to Closing. Any Rent collected by Buyer and due Seller will be promptly remitted to Seller. Any Rent collected by Seller and due Buyer shall be promptly remitted to Buyer. Buyer shall use reasonable efforts to collect Delinquent Rents owed to Seller in the ordinary course of its business; provided, however, Seller shall not contact any such tenant with respect to Delinquent Rent and Buyer shall not be required commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or the termination of the underlying Lease.

Rents. Subject to the provisions of this Section 7, a) All collected Rents (as hereinafter defined) shall be prorated between each respective Seller and Buyer as of 12:01 AM on the Closing Date. Each respective Seller shall be entitled to all collected Rents attributable to any period prior to, but not including, the Closing Date. Buyer shall be entitled to all collected Rents attributable to any period on and after the Closing Date. Following Closing through the Survival Period (as hereafter defined), Buyer shall make a good faith effort to collect any Rents not collected as of the Closing. Closing Date on each respective Seller’s behalf (the “Rents” as used herein includes fixed monthly rentals, additional rentals, any additional rental consisting Arrears”) and to tender the same to such Seller upon receipt (which obligation of operating cost pass-throughs or other payments payable by tenants to Buyer shall survive the landlord under the Leases as reimbursement to the landlord for costs incurred by the landlord with respect to the Property, percentage rentals, escalation rentals, retroactive rentals, rent tax, Closing and other sums and charges payable by tenants under the Leases, less any agreed credits due to tenants. Rents are “Delinquent” when they were due prior to the date of the Closing, and payment thereof has not been made on or before the date of the Closing. Delinquent Rent shall not be prorated at Closing. All Rent collected by Buyer or Seller from each tenant from and after Closing will be applied as follows: (i) first, to any accrued Rents owing to Buyer, and (ii) second to Delinquent Rents owing to Seller for the period prior to Closing. Any Rent collected by Buyer and due Seller will be promptly remitted to Seller. Any Rent collected by Seller and due Buyer shall be promptly remitted to Buyer. Buyer shall use reasonable efforts to collect Delinquent Rents owed to Seller in the ordinary course of its businessmerged therein); provided, however, Seller that all Rents collected by Buyer on or after the Closing Date shall not contact any 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) applied to the Arrears and payable to such tenant with respect Seller, but only to Delinquent Rent the extent of such Arrears are delinquent and actually due to such Seller. Buyer shall not have the exclusive right to collect the Arrears and each respective Seller hereby retains its rights to contact any Tenants in an effort to collect the Arrears or pursue claims against any Tenant for the Arrears; provided, however, that each Seller: (i) shall be required to notify Buyer in writing of its intention to commence or pursue such legal proceedings; (ii) shall only be permitted to commence or pursue any legal proceedings after the date which is sixty (60) days after the Closing Date through the Survival Period, provided, however, if any Seller commences any legal proceeding prior to the expiration of the Survival Period, such Seller shall be permitted to prosecute such legal proceeding to completion; and (iii) shall not be permitted to commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or the termination of the underlying Lease.the

Rents. Subject Buyer shall receive a credit at Closing for all rents collected by Seller prior to the Closing and allocable to the period after Closing. No credit shall be given Seller for accrued and unpaid rent or any other non-current sums due from tenants until said sums are paid, and Seller shall retain the right to collect any such rent provided Seller does not sue to evict any tenants or terminate any Tenant Leases. Buyer sxxxl use reasonable efforts after Closing to collect any rent under the Tenant Leases which has accrued as of the Closing; provided, however, Buyer shall not be obligated to sue any tenants or exercise any legal remedies under the Tenant Xxases. Any portion of any rents collected subsequent to the Closing Date and properly allocable to periods prior to the Closing Date shall be paid, promptly after receipt, to Seller, but subject to all of the provisions of this Section 7, Rents hereof; and any portion thereof properly allocable to periods on or subsequent to the Closing Date shall be prorated as of the Closingpaid to Buyer. “Rents” as used herein includes fixed monthly rentals, additional rentals, any additional rental consisting of operating cost pass-throughs or other All payments payable by collected from tenants after Closing shall first be applied to the landlord under month in which the Leases as reimbursement Closing occurs, then to the landlord for costs incurred by the landlord with respect to the Property, percentage rentals, escalation rentals, retroactive rentals, any rent tax, and other sums and charges payable by tenants under the Leases, less any agreed credits due to tenants. Rents are “Delinquent” when they were due prior to Buyer for the date of the Closing, and payment thereof has not been made on or before the date of the Closing. Delinquent Rent shall not be prorated at Closing. All Rent collected by Buyer or Seller from each tenant from and period after Closing will be applied as follows: (i) first, and finally to any accrued Rents owing to Buyer, and (ii) second to Delinquent Rents owing rent due to Seller for the period prior to Closing. Any Rent collected by Buyer and due Seller will be promptly remitted to Seller. Any Rent collected by Seller and due Buyer shall be promptly remitted to Buyer. Buyer shall use reasonable efforts to collect Delinquent Rents owed to Seller in the ordinary course of its business; provided, however, notwithstanding the foregoing, if Seller shall not contact collects any payments from tenants after Closing through its own collection efforts, Seller may first apply such tenant with respect payments to Delinquent Rent and Buyer shall not be required commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or rent due Seller for the termination of the underlying Leaseperiod prior to Closing.

Rents. Subject Sellers shall be entitled to receive and retain all Rents attributable to any period prior to the provisions of this Section 7Closing Date, Rents and Purchaser shall be prorated entitled to receive and retain all Rents attributable to the period beginning on and following the Closing Date. There shall be no credits to Purchaser or Sellers for Rents delinquent as of the Closing Date. After Closing. “Rents” , Purchaser shall make a good faith, reasonable effort to collect any Rents due but not collected as used herein includes fixed monthly rentals, additional rentals, any additional rental consisting of operating cost pass-throughs or other payments payable by tenants to the landlord under the Leases as reimbursement to the landlord for costs incurred by the landlord with respect to the Property, percentage rentals, escalation rentals, retroactive rentals, rent tax, and other sums and charges payable by tenants under the Leases, less any agreed credits due to tenants. Rents are “Delinquent” when they were due prior to the date of the Closing, and payment thereof has not been made Closing Date on or before the date of the Closing. Delinquent Rent shall not be prorated at Closing. All Rent collected by Buyer or Seller from each tenant from and after Closing will be applied as follows: Sellers’ behalf (i) first, to any accrued Rents owing to Buyer, and (ii) second to Delinquent Rents owing to Seller for the period prior to Closing. Any Rent collected by Buyer and due Seller will be promptly remitted to Seller. Any Rent collected by Seller and due Buyer shall be promptly remitted to Buyer. Buyer shall use reasonable efforts to collect Delinquent Rents owed to Seller in the ordinary course of its business; provided, however, Seller shall not contact any such tenant with respect to Delinquent Rent and Buyer Purchaser shall not be required obligated to commence or pursue any legal proceedings against any tenant seeking eviction in connection with such effort). If Purchaser so collects such Rents, Purchaser shall tender the portion of such tenant or same applicable to the termination period prior to the Closing Date to the applicable Seller upon receipt (which obligation of the underlying LeasePurchaser shall survive the Closing and not be merged therein) provided all Rents collected after the Closing Date shall be applied to all amounts due under the Leases at the time of collection in inverse order of maturity. If Sellers receive Rents following the Closing Date, they shall be tendered to Purchaser upon receipt (which obligation of Sellers shall survive the Closing and not be merged therein). From and after the Closing Date, Purchaser shall have the exclusive right to collect the sums due under the Leases, and each Seller hereby waives its rights to pursue any tenant under the applicable Leases for sums due such Seller for periods attributable to such Seller’s ownership of the Rental Property.

Rents. Subject to the provisions of this Section 7, All collected Rents shall be prorated between Seller and Buyer as of 12:01 a.m. on the Closing Date. Seller shall be entitled to all Rents attributable to the period up to but not including the Closing Date. Buyer shall be entitled to all Rents attributable to any period on and after the Closing Date. Rents not collected as of the Closing. “Rents” as used herein includes fixed monthly rentals, additional rentals, any additional rental consisting of operating cost pass-throughs or other payments payable by tenants to the landlord under the Leases as reimbursement to the landlord for costs incurred by the landlord with respect to the Property, Closing Date (including percentage rentals, escalation rentals, retroactive rentals, rent tax, and other sums and charges payable by tenants under the Leases, less any agreed credits due to tenants. Rents are “Delinquent” when they were due prior to the date of the Closing, and payment thereof has not been made on or before the date of the Closing. Delinquent Rent rents) shall not be prorated at the time of Closing. All Rent After Closing, Buyer shall make a good faith effort for a period not less than twelve (12) months to collect any Rents not collected by Buyer as of the Closing Date on Seller's behalf and to tender the same (or Seller from each tenant from and after Closing will be applied as follows: (iSeller's share thereof computed in accordance with the provisions of this Agreement) first, to any accrued Rents owing to Buyer, and (ii) second to Delinquent Rents owing to Seller for the period prior upon receipt, net of any adjustments due to Closing. Any Rent collected by Buyer and due Seller will be promptly remitted to Seller. Any Rent collected by Seller and due (which obligation of Buyer shall survive the Closing and not be promptly remitted to Buyer. Buyer shall use reasonable efforts to collect Delinquent Rents owed to Seller in the ordinary course of its businessmerged therein); provided, however, that all Rents collected by Buyer on or after the Closing Date shall first be applied to all amounts due under the Leases at the time of collection (i.e., current Rents and sums due Buyer as the current owner and landlord) with the balance (if any) payable to Seller, but only to the extent of amounts delinquent and actually due Seller. Seller agrees that the invoicing of delinquent tenants on a monthly basis shall not contact any such tenant with respect to Delinquent Rent constitute a good faith effort and Buyer shall not be obligated to enforce its rights under the Leases, or threaten such enforcement, or to bring any proceedings in a court of law or equity. Buyer shall not have an exclusive right to collect the sums due Seller under the Leases, and Seller hereby retains its rights to pursue any tenant under the Leases for sums due Seller for periods attributable to Seller's ownership of the Property (including, without limitation, 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 required to notify Buyer in writing of its intention to commence or pursue such legal proceedings; (ii) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after Closing and shall commence such proceeding, if at all, prior to the 1st anniversary of 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 the underlying Leaselease. The terms of the immediately preceding sentence shall survive the Closing and not be merged therein.

Rents. Subject to the provisions of this Section 7, All collected Rents shall be prorated between Seller and Buyer as of 12:01 a.m. on the Closing Date. Seller shall be entitled to all Rents attributable to 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. Rents not collected as of the Closing. “Rents” as used herein includes fixed monthly rentals, additional rentals, any additional rental consisting of operating cost pass-throughs or other payments payable by tenants to the landlord under the Leases as reimbursement to the landlord for costs incurred by the landlord with respect to the Property, percentage rentals, escalation rentals, retroactive rentals, rent tax, and other sums and charges payable by tenants under the Leases, less any agreed credits due to tenants. Rents are “Delinquent” when they were due prior to the date of the Closing, and payment thereof has not been made on or before the date of the Closing. Delinquent Rent Closing Date shall not be prorated at the time of Closing. All Rent After Closing, Buyer shall make a good faith effort to collect any Rents not collected by Buyer or Seller from each tenant from as of the Closing Date on Seller’s behalf and after Closing will be applied as follows: (i) first, to any accrued Rents owing to Buyer, and (ii) second to Delinquent Rents owing tender the same to Seller for the period prior to Closing. Any Rent collected by Buyer and due Seller will be promptly remitted to Seller. Any Rent collected by Seller and due upon receipt (which obligation of Buyer shall survive the Closing and not be promptly remitted to Buyer. Buyer shall use reasonable efforts to collect Delinquent Rents owed to Seller in the ordinary course of its businessmerged therein); provided, however, Seller that all Rents collected by Buyer on or after the Closing Date shall first be applied to all amounts due under the Leases at the time of collection (i.e., current Rents and sums due Buyer as the current owner and landlord) with the balance (if any) payable to Seller, but only to the extent of amounts delinquent and actually due Seller, net of reasonable related third party collection costs incurred by Buyer. Buyer shall not contact have an exclusive right to collect the sums due Seller under the Leases and Seller hereby retains its rights to pursue claims against any such tenant under the Leases for sums due with respect to Delinquent Rent periods prior to the Closing Date; provided, however, that Seller (i) shall be required to notify Buyer in writing of its intention to commence or pursue such legal proceedings; (ii) shall only be permitted to commence or pursue any legal proceedings with Buyer’s consent; and Buyer (iii) shall not be required permitted to commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or the termination of the underlying Leaselease. The terms of the immediately preceding sentence shall survive the Closing and not be merged therein.

Rents. Subject to the provisions of this Section 7, All collected Rents (as hereinafter defined) shall be prorated between Seller and Purchaser as of 11:59 PM on the date immediately preceding the Closing Date. Seller shall be entitled to all collected Rents attributable to any period prior to, but not including, the Closing Date. Purchaser shall be entitled to all collected Rents attributable to any period on and after the Closing Date. After Closing, Purchaser shall make a good faith effort to collect any Rents not collected as of the Closing. “Rents” as used herein includes fixed monthly rentals, additional rentals, any additional rental consisting Closing Date on Seller’s behalf and to tender the same to Seller upon receipt (which obligation of operating cost pass-throughs or other payments payable by tenants to Purchaser shall survive the landlord under the Leases as reimbursement to the landlord for costs incurred by the landlord with respect to the Property, percentage rentals, escalation rentals, retroactive rentals, rent tax, Closing and other sums and charges payable by tenants under the Leases, less any agreed credits due to tenants. Rents are “Delinquent” when they were due prior to the date of the Closing, and payment thereof has not been made on or before the date of the Closing. Delinquent Rent shall not be prorated at Closing. All Rent collected by Buyer or Seller from each tenant from and after Closing will be applied as follows: (i) first, to any accrued Rents owing to Buyer, and (ii) second to Delinquent Rents owing to Seller for the period prior to Closing. Any Rent collected by Buyer and due Seller will be promptly remitted to Seller. Any Rent collected by Seller and due Buyer shall be promptly remitted to Buyer. Buyer shall use reasonable efforts to collect Delinquent Rents owed to Seller in the ordinary course of its businessmerged therein); provided, however, Seller that all Rents collected by Purchaser 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 Purchaser as the current owner and landlord) with the balance (if any) payable to Seller, but only to the extent of amounts delinquent and actually due Seller. Purchaser shall not contact have an exclusive right to collect the sums due Seller under the Leases and Seller hereby retains its rights to pursue claims against any such tenant under the Leases for sums due with respect to Delinquent Rent periods prior to the Closing Date; provided, however, that Seller: (i) shall be required to notify Purchaser in writing of its intention to commence or pursue such legal proceedings; (ii) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after the Closing Date; and Buyer (iii) shall not be required permitted to commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or the termination of the underlying Leaselease. The terms of the immediately preceding sentence shall survive the Closing and not be merged therein. "Rents" shall mean all base rents, additional rent and operating expense reimbursements and escalations due from the tenants of the Property under the Leases.

Rents. Subject to All rents under the provisions of this Section 7, Rents Leases for the month in which Closing occurs that are actually received by Seller shall be prorated as of the ClosingClosing Date. “Rents” as used herein includes fixed monthly rentalsAll advance payments of rents, additional rentals, any additional rental consisting of operating cost pass-throughs or other payments payable by tenants to than for the landlord under the Leases as reimbursement to the landlord for costs incurred by the landlord with respect to the Property, percentage rentals, escalation rentals, retroactive rentals, rent taxmonth in which Closing occurs, and other sums and charges payable all Deposits that are required to be held by tenants under the LeasesSeller, less any agreed credits due shall be a credit to tenants. Rents are “Delinquent” when they were due prior to the date of the Closing, and payment thereof has not been made on or before the date of the Closing. Delinquent Rent shall not be prorated Buyer at Closing. All Rent collected by Buyer or Seller from each tenant shall be entitled to all termination fees payable from and after Closing will be applied as follows: (i) first, to any accrued Rents owing to Buyer, and (ii) second to Delinquent Rents owing the Effective Date by Health Care Service Corporation. All rents or other amounts owed to Seller for the period prior to Closing. Any Rent collected by Buyer and due Seller will be promptly remitted to of Seller. Any Rent collected by ’s ownership of the Project shall remain the property of Seller and due Buyer shall be promptly remitted to Buyer. Buyer shall use reasonable efforts (not to include commencing any eviction action or other litigation to collect Delinquent Rents owed such delinquency) to collect such rents and other amounts for the benefit of Seller after Closing and shall cooperate with Seller in the ordinary course collection of its business; providedany such amounts owed to Seller. Seller will cause to be paid or turned over to Buyer all rents, howeverif any, received by Seller after Closing and attributable to any period following Closing. All rent received by Buyer after the Closing Date shall be applied first to current rentals and then to delinquent rentals in the inverse order of maturity. Buyer shall cause to be paid or turned over to Seller all rents received by Buyer after Closing and attributable to any period prior to Closing, subject to the provisions of the immediately preceding sentence. Following Closing, Seller shall not contact any such tenant with respect have no right to Delinquent Rent and Buyer shall not be required commence or pursue any legal proceedings actions or remedies against any tenant seeking eviction tenants at the Project. Buyer shall have the right from time to time for a period of one hundred eighty (180) days following Closing, on reasonable prior notice to Seller, to review Seller’s rental records with respect to the Project to ascertain the accuracy of such tenant or the termination of the underlying Leaseaccountings.

Rents. Subject to the provisions of this Section 7, All collected Rents shall be prorated between Sellers and Buyer as of the Closing. “Rents” as used herein includes fixed monthly rentals, additional rentals, any additional rental consisting of operating cost pass-throughs or other payments payable by tenants to the landlord under the Leases as reimbursement to the landlord for costs incurred by the landlord with respect to the Property, percentage rentals, escalation rentals, retroactive rentals, rent tax, and other sums and charges payable by tenants under the Leases, less any agreed credits due to tenants. Rents are “Delinquent” when they were due day prior to the date of the Closing, and payment thereof has not been made on or before the date of the ClosingClosing Date. Delinquent Rent Sellers shall not be prorated at Closing. All Rent entitled to all collected by Buyer or Seller from each tenant from and after Closing will be applied as follows: (i) first, Rents attributable to any accrued Rents owing to Buyer, and (ii) second to Delinquent Rents owing to Seller for the period prior to Closingbut not including the Closing Date. Any Rent collected by Buyer and due Seller will be promptly remitted to Seller. Any Rent collected by Seller and due Buyer shall be promptly remitted entitled to Buyerall Rents attributable to any period on and after the Closing Date. After Closing, Buyer shall use reasonable efforts make a good faith effort to collect Delinquent any Rents owed not collected as of the Closing Date on Sellers’ behalf and to Seller in tender the ordinary course same to Sellers upon receipt (which obligation of its businessBuyer shall survive the Closing and not be merged therein), such effort to be limited to sending out Sellers’ xxxxxxxx therefor to the applicable tenant; provided, however, Seller 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 Sellers, but only to the extent of amounts delinquent and actually due Sellers. Buyer shall not contact have an exclusive right to collect the sums due Sellers under the Leases and Sellers hereby retain its rights to pursue claims against any such tenant under the Leases for sums due with respect to Delinquent Rent periods prior to the Closing Date; provided, however, that Sellers: (i) shall be required to notify Buyer in writing of its intention to commence or pursue such legal proceedings; (ii) shall only be permitted to commence the 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 Buyer (iii) shall not be required 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 underlying Leaseimmediately 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 Property under the Leases. For the avoidance of doubt, Sellers shall have the right to continue the pursuit of any legal proceeding commenced by Sellers in accordance with this Section 5.1, to its full adjudication or final resolution regardless of the date on which such full adjudication or final resolution occurs.

Rents. Subject (A) Rents payable by tenants under all Leases, shall be ----- prorated as and when collected (whether such collection occurs prior to, on, or after the Closing Date). Buyer shall receive a credit for the amounts actually received before the Closing Date and which pertain to any period after the Closing Date. Buyer shall not receive a credit at the closing for any rents for the month in which the closing occurs which are in arrears and have not then been received. As to any tenants who are delinquent in the payment of rent on the Closing Date, Buyer shall use reasonable efforts (but shall not be required to commence legal action) to collect or cause to be collected such delinquent rents following the Closing Date. Any and all rents so collected by Buyer following the closing (less a deduction for all reasonable collection costs and expenses incurred by Buyer) shall be successively applied (after deduction for Buyer's reasonable collection costs) to the provisions payment of this Section 7(x) rent due and payable in the month in which the closing occurs, Rents (y) rent due and payable in the months succeeding the month in which the closing occurs (through and including the month in which payment is made) and (z) rent due and payable in the months preceding the month in which the closing occurs. If all or part of any rents or other charges received by Buyer following the closing are allocable to Seller pursuant to the foregoing sentence, then such sums shall be promptly paid to Seller. Seller reserves the right to pursue any damages remedy Seller may have against any tenant with respect to such delinquent rents, but shall have no right to exercise any other remedy under the Lease (including, without limitation, termination or eviction). Any tenant payments under Leases, including, without limitation, percentage rent, escalation charges for real estate taxes, parking charges, operating and maintenance expenses, escalation rents or charges, electricity charges, cost of living increases or any other charges of a similar nature, other than fixed or base rent under the Leases (collectively, the "Additional Rents"), shall be prorated as of the ClosingClosing Date between Buyer and Seller as soon as is practicable after accurate information becomes available and in any event within 180 days following the Closing Date. “Rents” Prior to the Closing Date, Seller shall provide Buyer with information regarding Additional Rents which were received by Seller prior to closing and the amount of reimbursable expenses paid by Seller prior to closing. Upon reasonable notice and during normal business hours, each party shall make available to the other all information reasonably required to complete a reconciliation (the "Reconciliation") for purposes of the proration of the Additional Rents as used herein includes fixed monthly rentals, additional rentals, soon as is practicable after accurate information becomes available and in any additional rental consisting event within 180 days following the Closing Date. In the event of operating cost pass-throughs or other payments payable any overpayment of Additional Rents by the tenants to Seller, Seller shall promptly, but in no event later than fifteen (15) days after receipt of the Reconciliation, pay to Buyer the amount of such overpayment and Buyer, as the landlord under the Leases as reimbursement Leases, shall pay or credit to each applicable tenant the landlord for costs incurred amount of such overpayment. In the event of an underpayment of Additional Rents by the landlord with respect tenants to Seller, Buyer shall pay to Seller the Property, percentage rentals, escalation rentals, retroactive rentals, rent tax, and other sums and charges payable by tenants under amount of such underpayment within fifteen (15) days following Buyer's receipt of any such amounts from the Leases, less any agreed credits due to tenants. Rents are “Delinquent” when they were due prior to The provisions of this paragraph shall survive the date of the Closing, and payment thereof has not been made on or before the date of the Closing. Delinquent Rent shall not be prorated at Closing. All Rent collected by Buyer or Seller from each tenant from and after Closing will be applied as follows: (i) first, to any accrued Rents owing to Buyer, and (ii) second to Delinquent Rents owing to Seller for the period prior to Closing. Any Rent collected by Buyer and due Seller will be promptly remitted to Seller. Any Rent collected by Seller and due Buyer shall be promptly remitted to Buyer. Buyer shall use reasonable efforts to collect Delinquent Rents owed to Seller in the ordinary course of its business; provided, however, Seller shall not contact any such tenant with respect to Delinquent Rent and Buyer shall not be required commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or the termination of the underlying Leaseclosing.

Rents. Subject to the provisions of this Section 7, All collected Rents (as hereinafter defined) shall be prorated between each Seller and Buyer as of 11:59 PM on the day prior to the Closing Date. Each Seller shall be entitled to all collected Rents attributable to any period prior to, but not including, the Closing Date. Buyer shall be entitled to all collected Rents attributable to any period on and after the Closing Date. Prior to Closing, Sellers shall deliver to Buyer a report on any Rents not collected as of the ClosingClosing Date. “Rents” After Closing for a ninety (90) day period thereafter, Buyer shall make a good faith effort to collect any Rents not collected as used herein includes fixed monthly rentals, additional rentals, any additional rental consisting of operating cost pass-throughs or other payments payable by tenants to the landlord under the Leases as reimbursement to the landlord for costs incurred by the landlord with respect to the Property, percentage rentals, escalation rentals, retroactive rentals, rent taxClosing Date on each Seller’s behalf, and other sums and charges payable by tenants under the Leases, less any agreed credits due to tenants. Rents are “Delinquent” when they were due at all times after Closing (whether prior to or following ninety (90) days after Closing) Buyer shall tender the date same to such Seller upon receipt (which obligation of Buyer shall survive the Closing, Closing and payment thereof has not been made on or before the date of the Closing. Delinquent Rent shall not be prorated at Closing. All Rent collected by Buyer or Seller from each tenant from and after Closing will be applied as follows: (i) first, to any accrued Rents owing to Buyer, and (ii) second to Delinquent Rents owing to Seller for the period prior to Closing. Any Rent collected by Buyer and due Seller will be promptly remitted to Seller. Any Rent collected by Seller and due Buyer shall be promptly remitted to Buyer. Buyer shall use reasonable efforts to collect Delinquent Rents owed to Seller in the ordinary course of its businessmerged therein); provided, however, that all Rents collected by Xxxxx on or after the Closing Date shall first be applied to all amounts due under the Leases at the time of collection (i.e., current Rents and sums due Buyer as the current owner and landlord) with the balance (if any) payable to each Seller, but only to the extent of amounts delinquent and actually due such Seller. Beginning on the date that is ninety (90) days after the Closing, Seller shall not contact hereby retains its rights to pursue claims against any such tenant under the Leases for sums due with respect to Delinquent Rent periods prior to the Closing Date; provided, however, that such Seller: (i) shall be required to notify Buyer in writing of its intention to commence or pursue such legal proceedings; (ii) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after the Closing Date; and Buyer (iii) shall not be required permitted to commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or the termination of the underlying lease. “Rents” shall mean all base rents, additional rent and operating expense reimbursements and escalations due from the tenants of the Property under the Leases and Temporary Occupancy Agreements; provided, however, Rents shall not include percentage rents, which shall be governed by Section 5.8 of this Agreement. Notwithstanding the foregoing or anything to the contrary as contained in this Agreement, subject to the terms of the Polaris Ground Leases and the Tanasbourne Ground Lease, any and all prorations and/or credits with respect to Rents, Security Deposits, Operating Expenses (as hereinafter defined) or Tax Receivables (as hereinafter defined) as provided for in this Agreement shall in all events exclude any rents, reimbursements, deposits, receivables or expenses relating to any tenants, Leases or Temporary Occupancy Agreements with respect to the Excluded Properties, and each respective Seller (or its affiliate) shall retain all rights to all rents, deposits and reimbursements and shall remain responsible for all expenses in connection with or relating to such Excluded Properties, the intent being that the respective Seller or its affiliate that owns or ground leases any such Excluded Property shall retain all the benefits and burdens as the owner of such Excluded Property from and after Closing (subject to the terms of the Polaris Ground Leases and the Tanasbourne Ground Lease). This Section 5.1 shall survive the Closing and not be merged therein.

Rents. Subject Rents (the “Rents”) actually collected by Seller prior to the provisions of this Section 7, Rents Closing shall be prorated as of the Closing Date. During the period after Closing. “Rents” , Purchaser shall, within five (5) business days following receipt, deliver to Seller any and all Rents accrued but uncollected as used herein includes fixed monthly rentals, additional rentals, any additional rental consisting of operating cost pass-throughs or other payments payable by tenants the Closing Date to the landlord under the Leases as reimbursement to the landlord for costs incurred by the landlord with respect to the Property, percentage rentals, escalation rentals, retroactive rentals, rent tax, and other sums and charges payable by tenants under the Leases, less any agreed credits due to tenants. Rents are “Delinquent” when they were due prior to the date of the Closing, and payment thereof has not been made on or before the date of the Closing. Delinquent Rent shall not be prorated at Closing. All Rent extent subsequently collected by Buyer or Seller from each tenant from and after Closing will be applied as follows: (i) first, to any accrued Rents owing to Buyer, and (ii) second to Delinquent Rents owing to Seller for the period prior to Closing. Any Rent collected by Buyer and due Seller will be promptly remitted to Seller. Any Rent collected by Seller and due Buyer shall be promptly remitted to Buyer. Buyer shall use reasonable efforts to collect Delinquent Rents owed to Seller in the ordinary course of its businessPurchaser; provided, however, 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 order of maturity. Seller shall not contact any such tenant with respect have the right, after Closing, to Delinquent Rent and Buyer shall not be required commence or pursue any legal proceedings proceed against any tenant seeking eviction tenants for Rents allocable to the period of such tenant or the termination Seller’s ownership of the underlying LeaseProperty but such actions will not include efforts by Seller to evict any Tenant or to modify or terminate any lease assigned to Purchaser. Purchaser shall use commercially reasonable efforts to collect all delinquent Rents (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits.

Rents. Subject to the provisions of this Section 7, (A) Rents shall be prorated as of the Closing. “Rents” as used herein includes fixed monthly rentals, additional rentals, any additional rental consisting of operating cost pass-throughs or other payments payable by tenants to the landlord under the Leases as reimbursement to the landlord for costs incurred by the landlord with respect to the Property, percentage rentals, escalation rentals, retroactive rentals, rent tax, and other sums and charges payable by tenants under the LeasesLeases shall be prorated as and when collected (whether such collection occurs prior to, on, or after the Closing Date). Buyer shall receive a credit for the amounts actually received before the Closing Date and which pertain to any period after the Closing Date. Buyer shall not receive a credit at the Closing for any rents for the month in which the Closing occurs which are in arrears and have not then been received. As to any tenants who are delinquent in the payment of rent on the Closing Date, Buyer shall use reasonable efforts (but shall not be required to commence legal action or terminate or evict a tenant) to collect or cause to be collected such delinquent rents following the Closing Date. Any and all rents so collected by Buyer or Seller following the Closing (less a deduction for all reasonable collection costs and expenses incurred by Buyer) shall be successively applied (after deduction for Buyer's reasonable collection costs) to the payment of (x) rent due and payable in the month in which the Closing occurs, (y) rent due and payable in the months succeeding the month in which the Closing occurs (through and including the month in which payment is made) and (z) rent due and payable in the months preceding the month in which the Closing occurs. If all or part of any agreed credits due rents or other charges received by Buyer following the Closing are allocable to tenantsSellers pursuant to the foregoing sentence, then such sums shall be promptly paid to Sellers. Rents are “Delinquent” Sellers reserve the right to pursue any damages remedy Sellers may have against any tenant with respect to such delinquent rents, but shall have no right to exercise any other remedy under the Lease (including, without limitation, termination or eviction) and shall not commence any legal action against a tenant for a period of 90 days following the Closing Date. (B) Percentage rent (i.e., that portion of the rent payable to the landlord by a tenant under a Lease which is a percentage of the amount of sales or of the dollar amount of sales), if any, payable under each Lease shall be prorated with respect to the lease year thereunder in which the Closing occurs on a per diem basis as and when they were due collected. Any percentage rent collected by Buyer including any percentage rent which is delinquent and pertaining to (i) an entire lease year or accounting period of a tenant under a Lease which ends on a date prior to the date of the Closing, and payment thereof has not been made on or before the date of the Closing. Delinquent Rent shall not be prorated at Closing. All Rent collected by Buyer or Seller from each tenant from and after Closing will be applied as follows: (i) first, to any accrued Rents owing to Buyer, and (ii) second that portion of a lease year or account period of such tenant covering a period prior to Delinquent the date of Closing where such lease year or accounting period begins prior to the date of Closing and ends thereafter shall in both cases be paid to Sellers within thirty (30) days of receipt by Buyer. Buyer shall not be required to institute any action or proceeding to collect any delinquent percentage rent. (C) Escalation charges for real estate taxes, parking charges, operating and maintenance expenses, escalation rents or charges, electricity charges, cost of living increases or any other charges of a similar nature other than fixed or base rent and percentage rent under the Leases (collectively, the "Additional Rents") shall be prorated as and when collected, as of the Closing Date between Buyer and Sellers based on the actual number of days of the year and month which shall have elapsed as of the Closing Date. As a means to facilitate an accurate proration of such Additional Rents owing prior to the Closing Date, Sellers shall provide Buyer with information in reasonable detail regarding Additional Rents which were received by Sellers from January 1, 2000 to the Closing Date and the amount of reimbursable expenses paid by Sellers from January 1, 2000 to the Closing Date in the stub reconciliation as set forth in Subsection 6.1(a)(xviii). On or before the date which is sixty (60) days following the end of the calendar year in which the Closing occurs, Buyer shall deliver to Sellers a reconciliation of all expenses reimbursable by tenants under the Leases for such calendar year, and the amount of Additional Rents received by Sellers and Buyer relating thereto (the "Reconciliation") which shall incorporate the calculations made in connection with the Closing. Upon reasonable notice and during normal business hours, each party shall make available to the other all information reasonably required to confirm the Reconciliation. In the event of any overpayment of Additional Rents by the tenants to Sellers, Sellers shall promptly, but in no event later than fifteen (15) days after receipt of the Reconciliation, pay to Buyer the amount of such overpayment (in excess of amounts calculated and prorated on the Closing Date therefor) and Buyer, as the landlord under the particular Leases, shall pay or credit to each applicable tenant the amount of such overpayment. In the event of an underpayment of Additional Rents by the tenants to Sellers, Buyer shall pay to Sellers the amount of such underpayment (in excess of amounts calculated and prorated on the Closing Date therefor) within fifteen (15) days following Buyer's receipt of any such amounts from the tenants. (D) If, within one year following the Closing, any tenant makes a claim against Buyer for an overcharge in CAM charges or other Additional Rents assessed and collected by Seller with respect to a period prior to the Closing Date (including without limitation any withholding of rent by reason thereof), Seller will and hereby agrees to defend, indemnify and hold Buyer harmless from and against any loss, expense, or damage (including without limitation withheld rents or reasonable attorney's fees) arising from or relating to any such alleged overcharge or rent withholding for the period prior to Closingthe Closing Date. Any Rent collected by Buyer and due Seller will Seller(s) shall reasonably cooperate with each other in contesting all such tenant claims, if contesting is mutually agreed by the parties, each exercising commercially reasonable business judgment, as appropriate. The provisions of this Section 6.3(c)(iii)(D) shall survive Closing for a period of one year (and ---------------------- for such additional period as may be promptly remitted necessary to Seller. Any Rent collected by Seller resolve any such claim made within such one year period) and due Buyer shall be promptly remitted subject to Buyerthe limitations of Section ------- 7.4. Buyer shall use reasonable efforts to collect Delinquent Rents owed to Seller in the ordinary course of its business; provided, however, Seller shall not contact any such tenant with respect to Delinquent Rent and Buyer shall not be required commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or the termination of the underlying Lease.---

Rents. Subject to the provisions of this Section 7, Rents shall be prorated as of the Closing. “Rents” Close of Escrow and Buyer’s share of such rents shall be credited to Buyer if such rents have been collected by Sellers as used herein includes fixed monthly rentals, additional rentals, any additional rental consisting of operating cost pass-throughs or other payments payable by tenants to the landlord under the Leases as reimbursement to the landlord for costs incurred by the landlord with respect to the Property, percentage rentals, escalation rentals, retroactive rentals, rent tax, and other sums and charges payable by tenants under the Leases, less any agreed credits due to tenants. Rents are “Delinquent” when they were due business day prior to the date Close of Escrow. Sellers shall have no right to continue to pursue the Closing, and payment thereof has collection of Sellers’ share of rents that have not been made on or before the date of the Closing. Delinquent Rent shall not be prorated at Closing. All Rent collected by the Close of Escrow, but Buyer or Seller from each tenant from and after Closing will be applied as follows: (i) first, to any accrued Rents owing to Buyer, and (ii) second to Delinquent Rents owing to Seller for the period prior to Closing. Any Rent collected by Buyer and due Seller will be promptly remitted to Seller. Any Rent collected by Seller and due Buyer shall be promptly remitted to Buyer. Buyer shall use commercially reasonable efforts to collect Delinquent Rents owed to Seller in such amounts for a period of six (6) months after the ordinary course of its businessClosing; provided, however, Seller shall not contact any such tenant with respect to Delinquent Rent and provided that Buyer shall not be required commence or pursue any legal proceedings against to resort to litigation, declare any tenant seeking eviction in default or incur any material, out-of-pocket expenses in connection therewith. Any rents collected by Buyer from a tenant after the Close of Escrow will apply first to rents which accrue from that tenant after the Close of Escrow and then to the rents for that tenant which have accrued for that tenant prior to the Close of Escrow. If Buyer receives rents from a tenant after the Close of Escrow which relate to the period prior to the Close of Escrow and to which a Seller is entitled under this Section 3.13.1, Buyer shall promptly remit to Sellers all of such tenant or amounts, net of Buyer’s actual, documented and reasonable costs and expenses incurred in collection. Sellers shall promptly remit to Buyer all rents received by Sellers after the termination Close of Escrow, which Buyer shall thereafter allocate between Buyer and a Seller in accordance with the provisions of this Section. Rents shall be prorated based on the day of the underlying Leasemonth in which the Close of Escrow occurs and the actual number of days in that month. All refundable tenant security deposits collected or held and not applied by a Seller (“Security Deposits”) shall be credited to Buyer at Closing. As of the Closing, Buyer shall assume Sellers’ obligations related to the Security Deposits, but only to the extent they are credited to Buyer.

Rents. Subject There shall be an adjustment to the provisions of this Section 7funds Buyer is obligated to deliver at Closing, Rents shall be prorated based on a proration as of 12:00 a.m. of the Closing. “Closing Date on a per diem basis for rents ("Rents” as used herein includes fixed monthly rentals") which have been collected by Seller under Leases, additional rentalsand without limitation, any additional rental consisting of operating cost pass-throughs or other payments payable by tenants to the landlord under the Leases as reimbursement to the landlord for costs incurred by the landlord with respect to the Propertytenants, percentage rentalslicensees, escalation rentals, retroactive rentals, rent taxconcessionaires, and other sums and charges payable persons using or occupying the Property or any part thereof, for or in connection with such use or occupancy not including, however, any security deposits held by tenants under Seller pursuant to the Leases, less any agreed credits due to tenants. Rents are “Delinquent” when they were due prior to the date of the Closing, and payment thereof has not been made on or before the date of the Closing. Delinquent Rent shall not be prorated at Closing. All Rent collected by Buyer or Seller from each tenant from and after Closing will be applied as follows: (i) first, to any accrued Rents owing to Buyer, and (ii) second to Delinquent Rents owing to Seller for the period prior to Closing. Any Rent collected by Buyer and due Seller will be promptly remitted to Seller. Any Rent collected by Seller and due Buyer shall be promptly remitted to Buyer. Buyer shall use reasonable efforts to collect Delinquent Rents owed to Seller in the ordinary course of its business; provided, however, any installments of assessments for sewer, sidewalk or paving improvements on the Property payable after Closing shall be the exclusive responsibility of Buyer. Any of the Rents applicable to any period of time on or prior to the Closing Date which are due and payable by the Tenants, but which have not been collected by the Seller on or prior to the Closing Date, and which are paid after the Closing Date (the "Arrears") shall be first applied to the current month's rent due, then to delinquent rents for any period occurring from and after the Closing Date, and then paid to Seller, and if the Arrears are received by Buyer, Buyer shall pay the Arrears to Seller after collection by Buyer in accordance with the above described distribution plan. Notwithstanding anything contained herein to the contrary, Seller shall not contact retain the right to independently pursue the collection of any such tenant with respect to Delinquent Rent and Arrears; provided, however, Buyer shall not be required commence obligated to evict or otherwise pursue any legal summary proceedings against any tenant seeking eviction of such tenant or the termination join in any of the underlying LeaseSeller's collection proceedings.

Rents. Subject All fixed and, except as set forth in Section 8D(3), additional rentals under the Tenant Leases and other tenant charges received by Seller prior to the provisions of this Section 7, Rents Closing Date shall be prorated between Buyer and Seller, Seller being charged and credited for all of the same allocable to the period up to the Closing Date and Buyer being charged and credited for all of the same allocable to the period from and after the Closing Date. Notwithstanding the foregoing, Seller shall receive a credit at Closing for any accrued but unpaid rent or other amounts due to the “Lessor” under the Tenant Leases as of the ClosingClosing Date, subject to any set-off rights or defenses thereunder. “Rents” as used herein includes fixed monthly rentals, additional rentals, any additional rental consisting Seller shall deliver or provide a credit in an amount equal to Buyer's share of operating cost pass-throughs or other payments payable by tenants all prepaid rentals for periods from and after the Closing Date and all refundable security deposits (to the landlord under extent the Leases as reimbursement to foregoing are not properly applied or forfeited and the landlord for costs incurred by the landlord with respect to the Property, percentage rentals, escalation rentals, retroactive rentals, rent tax, and other sums and charges payable by tenants under the Leases, less any agreed credits due to tenants. Rents are “Delinquent” when they were due Tenant Lease terminated prior to the date of Closing Date) to Buyer on the Closing Date. At Closing, and payment thereof has not been made on Seller shall deliver or before cause the date delivery to Buyer of any security deposits under the ClosingTenant Leases which are held in the form of letters of credit. Delinquent Rent Notwithstanding anything to the contrary contained herein, Seller shall not be prorated at Closing. All Rent collected by Buyer or Seller from each tenant from and after Closing will be applied as follows: (i) first, retain all rights relating to any accrued Rents owing rents or other amounts of any kind owed by the tenant under the Tenant Leases applicable to Buyer, and any period (iior portion thereof) second to Delinquent Rents owing to Seller for the period occurring prior to Closing. Any Rent collected by Buyer and due Seller will be promptly remitted to Seller. Any Rent collected by Seller and due Buyer shall be promptly remitted to Buyer. Buyer shall use reasonable efforts to collect Delinquent Rents owed to Seller in the ordinary course of its business; provided, however, Seller shall not contact any such tenant with respect to Delinquent Rent and Buyer shall not be required commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or the termination of the underlying Lease.