Common use of Rents Clause in Contracts

Rents. Seventy-five percent (75%) of all paid rents, including revenues and charges of any kind, together with any other sums paid by the tenant (other than security deposit), under the Lease, shall be prorated as of the Closing Date. In the event that, at the time of Closing, there are any past due or delinquent rents owing by the tenant of the Property, GT Gateway shall have the exclusive right to collect such past due or delinquent rents and shall remit to Highwoods in cash to the extent, and only to the extent, that the rents received by GT Gateway from the tenant owing past due or delinquent rents exceed the sum of the aggregate rents and other sums payable by such tenant for periods from and after the Closing Date to the date of receipt, and then only if Highwoods has notified GT Gateway at Closing that the tenant under the Lease is delinquent in its rent as of the Closing Date. GT Gateway will make a commercially reasonable good faith effort to collect after Closing any rents which are delinquent and owing to Highwoods at Closing, but GT Gateway shall have no obligation to file suit to collect such amounts, provided if GT Gateway fails to file suit to collect such amounts after being requested to do so by Highwoods, Highwoods shall have the right to collect all rents owed to Highwoods at the time of Closing, which shall include Highwoods’ filing of suit, if necessary, to collect such amounts. In the event that, after Closing, Highwoods receives any payments of rent or other sums due from the tenant under the Lease that relate to periods from and after Closing, Highwoods shall promptly forward to GT Gateway such payments. It is agreed by GT Gateway that the sums to be paid by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the years 2004 and 2005 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to Highwoods and GT Gateway, as applicable, when paid by the tenant under the Lease. GT Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT Gateway be required to do so until allowed under the Lease), provided Highwoods must furnish to GT Gateway all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, GT Gateway shall deliver to Highwoods any and all rents accrued but uncollected as of the Closing Date to the extent subsequently collected by GT Gateway, and to the extent GT Gateway receive such rents, shall apply rents received after Closing to the extent the same are delinquent first to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods and GT Gateway pro rata in accordance with their respective period of ownership as set forth in this Section 7(e)(iv) below) but only after rent due and owing to GT Gateway have been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to GT Gateway (to the extent assignable) and deliver the original letter of credit to GT Gateway at Closing.

Rents. Seventy-five percent (75%) of all paid Rents, additional rents, including revenues operating costs, and charges other income of any kind, together with any other sums paid by the tenant Property (other than security deposit), deposits) collected by Seller from the Tenants for the month of Closing. Purchaser shall also receive a credit against the Purchase Price payable by Purchaser to Seller at Closing for any rents or other sums (not including security deposits) prepaid by the Tenants for any period following the month of Closing. Purchaser shall receive a credit against the Purchase Price payable by Purchaser to Seller at Closing for the total sum of all cash security deposits paid by Tenants under Leases and not theretofore applied to delinquent rent and other charges payable by the Lease, applicable Tenant or returned to the Tenant. Seller hereby acknowledges that Purchaser shall not be prorated legally responsible to Seller for the collection of any uncollected rent or other income under any of the Leases that is past due or otherwise due and payable as of the date of Closing Date. In the event thatbut Purchaser shall use commercially reasonable efforts, at the time including sending written demands to tenants under such Leases, for a period of Closing, there are any past due or delinquent rents owing by the tenant of the Property, GT Gateway shall have the exclusive right ninety (90) days after Closing to collect such past rent; provided, however, in no event shall Purchaser be obligated to file a lawsuit against any Tenant seeking collection of such uncollected rent. Purchaser agrees that if (i) a Tenant is in arrears on the date of Closing in the payment of rent or other charges under such Tenant's Lease, and (ii) upon Purchaser's receipt of any rental or other payment from such Tenant, such Tenant is, or after application of a portion of such payment will be, current under such Lease in the payment of all accrued rental and other charges that become due and payable on the date of Closing or delinquent rents thereafter and in the payment of any other obligations of such Tenant to Purchaser, then Purchaser shall remit refund to Highwoods in cash Seller, out of and to the extent, and only to the extent, that the rents received by GT Gateway from the tenant owing past due or delinquent rents exceed the sum extent of the aggregate rents portion of such payment remaining after Purchaser deducts therefrom any and other all sums payable by due and owing it from such tenant for periods Tenant from and after the Closing Date date of Closing, an amount up to the full amount of any arrearage existing on the date of receipt, and then only if Highwoods has notified GT Gateway at Closing that the tenant under the Lease is delinquent in its rent as of the Closing Date. GT Gateway will make a commercially reasonable good faith effort to collect after Closing any rents which are delinquent and owing to Highwoods at Closing, but GT Gateway shall have no obligation to file suit to collect such amounts, provided if GT Gateway fails to file suit to collect such amounts after being requested to do so by Highwoods, Highwoods shall have the right to collect all rents owed to Highwoods at the time of Closing, which shall include Highwoods’ filing of suit, if necessary, to collect such amounts. In the event that, after Closing, Highwoods receives any payments of rent or other sums due from the tenant under the Lease that relate to periods from and after Closing, Highwoods shall promptly forward to GT Gateway such payments. It is agreed by GT Gateway that the sums to be paid by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the years 2004 and 2005 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to Highwoods and GT Gateway, as applicable, when paid by the tenant under the Lease. GT Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT Gateway be required to do so until allowed under the Lease), provided Highwoods must furnish to GT Gateway all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, GT Gateway shall deliver to Highwoods any and all rents accrued but uncollected as of the Closing Date to the extent subsequently collected by GT Gateway, and to the extent GT Gateway receive such rents, shall apply rents received after Closing to the extent the same are delinquent first to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods and GT Gateway pro rata in accordance with their respective period of ownership as set forth in this Section 7(e)(iv) below) but only after rent due and owing to GT Gateway have been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to GT Gateway (to the extent assignable) and deliver the original letter of credit to GT Gateway at Closing.

Rents. Seventy-five percent Rents as and when collected. Any Rents collected by or on behalf of Purchaser (75%which, for purposes of this Section 6.1, shall include Rents collected by any property manager or other agent acting for Purchaser) subsequent to the Closing (whether due and payable prior to or subsequent to the Adjustment Point) shall be adjusted as of all paid rentsthe Adjustment Point, including revenues and charges any portion thereof properly allocable to periods prior to the Adjustment Point, net of any kindcosts of collection properly allocable thereto, together with any other sums paid by the tenant (other than security deposit), under the Leaseif any, shall be prorated paid by Purchaser to Equitable promptly after the collection thereof by or on behalf of Purchaser, but subject to the further provisions of this Section 6.1 in the case of Rents due prior to the Adjustment Point. If prior to the Closing Equitable shall have collected, or if subsequent to the Closing Equitable shall collect, any Rents (which, for the purposes of this Section 6.1, shall include Rents collected by the Managing Agent or other agent acting for Equitable) which are properly allocable in whole or in part to periods subsequent to the Adjustment Point, the portion thereof so allocable to periods subsequent to the Adjustment Point, net of costs of collection properly allocable thereto, if any, shall be 16 credited to Purchaser by Equitable at the Closing or, if collected after the Closing, shall be promptly remitted by Equitable to Purchaser. As used in this Section 6.1 the term "costs of collection" shall mean and include reasonable attorneys' fees and other costs incurred by or on behalf of Purchaser or Equitable in collecting any Rents, but shall not include the regular fees payable to any property manager for the Malls, the payroll costs of any of Equitable's or Purchaser's employees or any other internal costs or overhead of Equitable or Purchaser. 6.1.1 Equitable shall deliver to Purchaser at Closing a list of all Tenants and Adjoining Owners at each Mall that are delinquent in payment of Rents as of the Adjustment Point, which list shall set forth the amount of each such delinquency, the period to which each such delinquency relates and the nature of the amount due, itemizing separately fixed monthly rent, tax reimbursements, common area maintenance, electric charges, charges for tenant services, charges for overtime services, percentage rent and other charges, if any. The first amounts collected by or on behalf of Purchaser from each delinquent Tenant or Adjoining Owner, net of costs of collection, if any, shall be deemed to be in payment of Rents (or the specific components of Rents) for the month in which the Closing Date. In occurs, next in payment of Rents (or the event thatspecific components of Rents) then due on account of any month after the month in which the Closing occurs and finally in payment of delinquent Rents (or the specific components of Rents) which are in arrears as of the first day of the month in which the Closing occurs, as set forth on such list; provided, however, that if at the time Closing Date any Tenant or Adjoining Owner is more than thirty (30) days in arrears in payment of ClosingRents (or any component of Rents), there are any past due the first amounts collected by or delinquent rents owing by the tenant on behalf of Purchaser from each such Tenant or Adjoining Owner on account of the PropertyRents (or the specific component of Rents) as to which it is so delinquent, GT Gateway net of costs of collection, if any, shall have be deemed in payment of such Rents (or such specific component of Rents) then due on account of any month after the exclusive right to collect month in which the Closing occurs, next in payment of such past due Rents (or such specific component of Rents) for the month in which the Closing occurs and finally in payment of such Rents (or such specific component of Rents) which are in arrears as of the first day of the month in which the Closing occurs, as set forth on such list. Any amounts collected by or on behalf of Purchaser from each delinquent rents and shall remit to Highwoods Tenant or Adjoining Owner which, in cash accordance with the preceding sentence, are allocable to the extent, and only to month in which the extent, that the rents received by GT Gateway from the tenant owing past due or delinquent rents exceed the sum Closing occurs (as adjusted as of the aggregate rents and other sums payable Adjustment 17 Point) or any prior month, net of costs of collection properly allocable thereto, if any, shall be paid promptly by such tenant Purchaser to Equitable. 6.1.2 Purchaser shall exert reasonable efforts for periods from and a period of one (1) year after the Closing Date to bxxx and collect any delinquencies set forth on the list delivered by Equitable pursuant to subsection 6.1.1 and the amount thereof, as, when and to the date extent collected by or on behalf of receiptPurchaser shall, and then only if Highwoods has notified GT Gateway at Closing that due to Equitable pursuant to the tenant under provisions of subsection 6.1.1, be paid by Purchaser to Equitable, net of costs of collection, if any, properly allocable thereto, promptly after the Lease is delinquent collection thereof by Purchaser. In no event shall Purchaser be obligated to institute any actions or proceedings or to seek the eviction of any Tenant or Adjoining Owner in its rent as of the Closing Date. GT Gateway will make a commercially reasonable good faith effort order to collect after Closing any rents which are delinquent and owing to Highwoods at such delinquencies. 6.1.3 Following the Closing, Purchaser shall submit or cause to be submitted to Equitable, within 30 days after the end of each calendar quarter up to and including the calendar quarter ending on March 31, 1999, but GT Gateway only so long as any delinquencies shall have no obligation be owed to file suit to collect Equitable, a statement which sets forth all collections made by or on behalf of Purchaser from the Tenants and Adjoining Owners which owe such amounts, provided if GT Gateway fails to file suit to collect delinquencies through the end of such amounts after being requested to do so by Highwoods, Highwoods calendar quarter. Equitable shall have the right from time to collect all rents owed time following the Closing until 90 days after receipt by Equitable of the last quarterly statement required hereunder, at Equitable's expense during business hours and on reasonable prior notice to Highwoods at the time of Closing, which shall include Highwoods’ filing of suit, if necessaryPurchaser, to collect such amounts. In examine and audit so much of the event that, after Closing, Highwoods receives any payments books and records of rent or other sums due from the tenant under the Lease that Purchaser as relate to periods from and after Closing, Highwoods shall promptly forward such delinquencies in order to GT Gateway verify the collections reported by Purchaser in such payments. It is agreed by GT Gateway that the sums to be paid by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the years 2004 and 2005 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to Highwoods and GT Gateway, as applicable, when paid by the tenant under the Lease. GT Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT Gateway be required to do so until allowed under the Lease), provided Highwoods must furnish to GT Gateway all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, GT Gateway shall deliver to Highwoods any and all rents accrued but uncollected as of the Closing Date to the extent subsequently collected by GT Gateway, and to the extent GT Gateway receive such rents, shall apply rents received after Closing to the extent the same are delinquent first to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods and GT Gateway pro rata in accordance with their respective period of ownership as set forth in this Section 7(e)(iv) below) but only after rent due and owing to GT Gateway have been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to GT Gateway (to the extent assignable) and deliver the original letter of credit to GT Gateway at Closingquarterly statements.

Rents. Seventy-five percent (75%) of all paid rents, including revenues Ground Rent and other charges of any kind, together with any other sums paid by the tenant (other than security deposit), under the Lease, Ground Lease shall be prorated as of the at Closing Date. In the event that, at the time of with Buyer reimbursing Seller for any rent or charges paid prior to Closing, there but which are any past due or delinquent rents owing by the tenant of the Property, GT Gateway shall have the exclusive right attributable to collect such past due or delinquent rents and shall remit to Highwoods in cash to the extent, and only to the extent, that the rents received by GT Gateway from the tenant owing past due or delinquent rents exceed the sum of the aggregate rents and other sums payable by such tenant for periods from and after the Closing Date. Buyer will receive a credit at Closing for all rents collected by Seller prior to the Closing Date and allocable to the period from and after the Closing Date based upon the actual number of days in the month. No credit shall be given Seller for accrued and unpaid rent or any other non-current sums due from Tenants until these sums are paid, and Seller shall retain the right to collect any such rent provided Seller does not xxx to evict any tenants or terminate any Leases. Buyer shall cooperate with Seller after the Closing Date to the date of receipt, and then only if Highwoods has notified GT Gateway at Closing that the tenant collect any rent under the Lease is delinquent in its rent Leases which has accrued as of the Closing Date; provided, however, Buyer shall not be obligated to xxx any Tenants or exercise any legal remedies under the Leases or to incur any expense over and above its own regular collection expenses. GT Gateway will make a commercially reasonable good faith effort All payments collected from Tenants after the Closing Date shall first be applied to collect the month in which the Closing occurs, then to any rent due to Buyer for the period after the Closing Date through the month in which such payment was made, and finally to any rents which are delinquent rent due to Seller for the period prior to Closing Date; provided, however, notwithstanding the foregoing, if Seller collects any payments from Tenants after the Closing Date through its own collection efforts and owing to Highwoods at Closing, but GT Gateway shall have no obligation to file suit to collect the Tenants indicate that such amounts, provided if GT Gateway fails to file suit to collect such payment is specifically for past-due amounts after being requested to do so by Highwoods, Highwoods shall have the right to collect all rents owed to Highwoods at Seller, Seller may first apply such payments to rent due Seller for the time of Closing, which shall include Highwoods’ filing of suitperiod prior to the Closing Date. Subject to this subsection, if necessary, to collect such amounts. In the event that, after Closing, Highwoods Seller receives any payments of payment from a Tenant for rent or other sums due from the tenant under the Lease that relate to periods and payable for any period from and after Closing, Highwoods shall promptly forward to GT Gateway such payments. It is agreed by GT Gateway that the sums to be paid by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the years 2004 and 2005 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to Highwoods and GT Gateway, as applicable, when paid by the tenant under the Lease. GT Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT Gateway be required to do so until allowed under the Lease), provided Highwoods must furnish to GT Gateway all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, GT Gateway shall deliver to Highwoods any and all rents accrued but uncollected as of the Closing Date Date, then Seller agrees to promptly endorse and forward such un-cashed check or payment to Buyer no later than the extent subsequently collected by GT Gateway, and to the extent GT Gateway receive such rents, shall apply rents received after Closing to the extent the same are delinquent first to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods and GT Gateway pro rata in accordance with their respective period of ownership as set forth in this Section 7(e)(iv) below) but only after rent due and owing to GT Gateway have been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to GT Gateway (to the extent assignable) and deliver the original letter of credit to GT Gateway at Closingnext business day.

Rents. Seventy-five percent (75%) of all All paid rents, including revenues and charges of any kind, together with any other sums paid by the tenant (other than security deposit), under the Lease, shall be prorated as of the Closing DateDate of Closing. In the event that, at the time of Closing, there are any past due or delinquent rents owing by the tenant of the Property, GT G-T Gateway shall have the exclusive right to collect such past due or delinquent rents and shall remit to Highwoods WSI in cash to the extent, and only to the extent, that the rents received by GT G-T Gateway from the tenant owing past due or delinquent rents exceed the sum of the aggregate rents and other sums payable by such tenant for periods from and after the Date of Closing Date to the date of receipt, and then only if Highwoods WSI has notified GT G-T Gateway at Closing that the tenant under the Lease is delinquent in its rent as of the Closing DateDate of Closing. GT G-T Gateway will make a commercially reasonable good faith effort to collect after Closing any rents which are delinquent and owing to Highwoods WSI at Closing, but GT G-T Gateway shall have no obligation to file suit to collect such amounts, provided if GT G-T Gateway fails to file suit to collect such amounts after being requested to do so by HighwoodsWSI, Highwoods WSI shall have the right to collect all rents owed to Highwoods WSI at the time of Closing, which shall include Highwoods’ WSI’s filing of suit, if necessary, to collect such amounts. In the event that, after Closing, Highwoods WSI or WSI, II receives any payments of rent or other sums due from the tenant under the Lease that relate to periods from and after Closing, Highwoods WSI shall promptly forward or cause WSI, II to GT forward to G-T Gateway such payments. It is agreed by GT G-T Gateway that the sums to be paid by the tenant referred to in this Section 7(e)(iii6(e)(iii) shall include all property operation costs “pass throughs” for the years year 2004 and 2005 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to Highwoods WSI or WSI, II and GT Gateway, as applicable, G-T Gateway when paid by the tenant under the Lease. GT G-T Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT G-T Gateway be required to do so until allowed under the Lease), provided Highwoods WSI or WSI, II must furnish to GT G-T Gateway all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, GT G-T Gateway shall deliver to Highwoods WSI for the benefit of WSI, II any and all rents accrued but uncollected as of the Date of Closing Date to the extent subsequently collected by GT G-T Gateway, and to the extent GT G-T Gateway receive receives such rents, shall apply rents received after Closing to the extent the same are delinquent first to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods WSI, II and GT G-T Gateway pro rata in accordance with their respective period of ownership as set forth in this Section 7(e)(iv6(e)(iv) below) but only after rent due and owing to GT G-T Gateway have has been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods WSI or WSI, II, as the case may be, shall assign its interest in the letter of credit to GT G-T Gateway (to the extent assignable) and deliver the original letter of credit to GT G-T Gateway at Closing.

Rents. Seventy-five percent Rents shall be apportioned as and when collected. Any Rents collected by Transferee (75%which, for purposes of this Section 6.01, shall include Rents collected by any property manager or other agent acting for Transferee) subsequent to the Closing (whether due and payable prior to or subsequent to the Adjustment Point) shall be adjusted as of all paid rentsthe Adjustment Point, including revenues and charges any portion thereof properly allocable to periods prior to the Adjustment Point, net of any kindcosts of collection properly allocable thereto, together with any other sums paid by the tenant (other than security deposit), under the Leaseif any, shall be prorated paid by Transferee to Transferor promptly after the collection thereof by Transferee, but subject to the further provisions of this Section 6.01 in the case of Rents due prior to the Adjustment Point. If prior to the Closing Transferor shall have collected, or if subsequent to the Closing Transferor shall collect, any Rents (which, for the purposes of this Section 6.01, shall include Rents collected by any Managing Agent or other agent acting for Transferor) which are properly allocable in whole or in part to periods subsequent to the Adjustment Point, the portion thereof so allocable to periods subsequent to the Adjustment Point, net of costs of collection properly allocable thereto, if any, shall be credited to Transferee by Transferor at the (37) (a) One week prior to the Closing Transferor shall deliver to Transferee (i) a list of all Tenants and Adjoining Owners which are delinquent in payment of Rents as at the Adjustment Point, which list shall set forth the amount of each such delinquency, the period to which each such delinquency relates and the nature of the amount due itemizing separately, as applicable, fixed monthly rent, tax reimbursements, common area maintenance, electric charges, charges for tenant services, charges for overtime services, percentage rent and other charges, if any, and (ii) a list of each Tenant and Adjoining Owner which paid percentage or overage rent based on sales or gross income during the fiscal year in which the Closing Date occurs and the amount so paid by each such Tenant or Adjoining Owner through the Adjustment Point. All amounts collected by Transferee from each delinquent Tenant or Adjoining Owner within 30 days after the Closing, net of costs of collection, if any, shall be deemed to be in payment of Rents (or the specific components of Rents) for the month in which the Closing occurs, next in payment of Rents (or the specific components of Rents) then due on account of any month after the month in which the Closing occurs and finally in payment of delinquent Rents (or the specific components of Rents) which are in arrears as of the first day of the month in which the Closing Dateoccurs, as set forth on such list. In All amounts collected by Transferee from each delinquent Tenant or Adjoining Owner more than 30 days after the event that, at the time of Closing, there net of costs of collection, if any, shall be deemed to be in payment of Rents (or the specific components of Rents) then due on account of each month after the month in which the Closing occurs, next in payment of Rents (or the specific components of Rents) due for the month in which the Closing occurs and finally in payment of delinquent Rents (or the specific components of Rents) which are any past due or delinquent rents owing by the tenant in arrears as of the Propertyfirst day of the month in which the Closing occurs, GT Gateway shall have as set forth on the exclusive right to collect such past due aforesaid list. Any amounts collected by Transferee from each delinquent Tenant or delinquent rents and shall remit to Highwoods Adjoining Owner which, in cash accordance with the preceding two sentences, are allocable to the extent, month (38) (b) Transferee shall use commercially reasonable efforts to xxxx and only collect any delinquencies set forth on the list delivered by Transferor pursuant to the extent, that the rents received by GT Gateway from the tenant owing past due or delinquent rents exceed the sum Section 6.01(a) for a period of the aggregate rents and other sums payable by such tenant for periods from and 18 months after the Closing Date and the amount thereof, as, when and to the date extent collected by Transferee, shall, if due to Transferor pursuant to the provisions of receiptSection 6.01(a), and then only be paid by Transferee to Transferor, net of costs of collection, if Highwoods has notified GT Gateway at Closing that any, properly allocable thereto, promptly after the tenant under collection thereof by Transferee. In no event shall Transferee be obligated to institute any actions or proceedings or to seek the Lease is delinquent eviction of any Tenant or Adjoining Owner in its rent as of order to collect any such delinquencies. (c) Following the Closing Date. GT Gateway will make a commercially reasonable good faith effort and upon Transferor's written request, Transferee shall submit or cause to collect be submitted to Transferor, within 30 days after Closing any rents which are delinquent the end of each calendar quarter up to and owing to Highwoods at Closingincluding the calendar quarter ending on December 31, 1999, but GT Gateway only so long as any delinquencies shall have no obligation be owed to file suit to collect Transferor, a statement which sets forth all collections made by Transferee from the Tenants and Adjoining Owners which owe such amounts, provided if GT Gateway fails to file suit to collect delinquencies through the end of such amounts after being requested to do so by Highwoods, Highwoods calendar quarter. Transferor shall have the right from time to collect all rents owed to Highwoods time following the Closing until 90 days after receipt by Transferor of the last quarterly statement required hereunder, at the time of Closing, which shall include Highwoods’ filing of suit, if necessaryTransferor's expense, to collect such amounts. In examine and audit so much of the event that, after Closing, Highwoods receives any payments books and records of rent or other sums due from the tenant under the Lease that Transferee as relate to periods from and after Closing, Highwoods shall promptly forward such delinquencies in order to GT Gateway verify the collections reported by Transferee in such payments. It is agreed by GT Gateway that the sums to be paid by the tenant referred to quarterly statements. (d) Nothing contained in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the years 2004 and 2005 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums 6.01 shall be provided deemed to prohibit Transferor, at its own expense and paid after giving Transferee notice thereof, from instituting any actions or proceedings in its own name against any Tenant or Adjoining Owner after the Closing in order to Highwoods and GT Gatewaycollect the amount of any delinquencies due in whole or in part to Transferor from such Tenant or Adjoining Owner; provided, as applicablehowever, when paid by the tenant under the Lease. GT Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but that in no event shall GT Gateway (i) Transferor be required entitled in any such action or proceeding to do so until allowed under the Leaseseek to evict any Tenant or Adjoining Owner or to recover possession of its space or (ii) Transferor be entitled to initiate any involuntary bankruptcy or similar proceeding against any Tenant or (39), provided Highwoods must furnish to GT Gateway all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, GT Gateway shall deliver to Highwoods any and all rents accrued but uncollected as of the Closing Date to the extent subsequently collected by GT Gateway, and to the extent GT Gateway receive such rents, shall apply rents received after Closing to the extent the same are delinquent first to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods and GT Gateway pro rata in accordance with their respective period of ownership as set forth in this Section 7(e)(iv) below) but only after rent due and owing to GT Gateway have been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to GT Gateway (to the extent assignable) and deliver the original letter of credit to GT Gateway at Closing.

Rents. SeventyTwenty-five percent (7525%) of all paid rents, including revenues and charges of any kind, together with any other sums paid by the tenant (other than security deposit), under the Lease, shall be prorated as of the Closing Date. In the event that, at the time of Closing, there are any past due or delinquent rents owing by the tenant of the Property, GT Gateway the Distributees shall have the exclusive right to collect such past due or delinquent rents and shall remit to Highwoods in cash to the extent, and only to the extent, that the rents received by GT Gateway the Distributees from the tenant owing past due or delinquent rents exceed the sum of the aggregate rents and other sums payable by such tenant for periods from and after the Closing Date to the date of receipt, and then only if Highwoods has notified GT Gateway the Distributees at Closing that the tenant under the Lease is delinquent in its rent as of the Closing Date. GT Gateway The Distributees will make a commercially reasonable good faith effort to collect after Closing any rents which are delinquent and owing to Highwoods at Closing, but GT Gateway the Distributees shall have no obligation to file suit to collect such amounts, provided if GT Gateway fails the Distributees fail to file suit to collect such amounts after being requested to do so by Highwoods, Highwoods shall have the right to collect all rents owed to Highwoods at the time of Closing, which shall include Highwoods’ filing of suit, if necessary, to collect such amounts. In the event that, after Closing, Highwoods receives any payments of rent or other sums due from the tenant under the Lease that relate to periods from and after Closing, Highwoods shall promptly forward to GT Gateway the Distributees such payments. It is agreed by GT Gateway the Distributees that the sums to be paid by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the years 2004 and 2005 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to Highwoods and GT Gatewaythe Distributees, as applicable, when paid by the tenant under the Lease. GT Gateway The Distributees shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT Gateway the Distributees be required to do so until allowed under the Lease), provided Highwoods must furnish to GT Gateway the Distributees all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, GT Gateway the Distributees shall deliver to Highwoods any and all rents accrued but uncollected as of the Closing Date to the extent subsequently collected by GT Gatewaythe Distributees, and to the extent GT Gateway the Distributees receive such rents, shall apply rents received after Closing to the extent the same are delinquent first to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods and GT Gateway the Distributees pro rata in accordance with their respective period of ownership as set forth in this Section 7(e)(iv) below) but only after rent due and owing to GT Gateway the Distributees have been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to GT Gateway the Distributees (to the extent assignable) and deliver the original letter of credit to GT Gateway the Distributees at Closing.

Rents. Seventy-five percent (75%) of all paid Rents, additional rents, including revenues operating costs, and charges other income of any kind, together with any other sums paid by the tenant Property (other than security deposit)deposits) collected by Seller from the Tenants for the month of Closing. Purchaser shall also receive a credit against the Purchase Price payable by Purchaser to Seller at Closing for any rents or other sums (not including security deposits) prepaid by the Tenants for any period following the month of Closing, or otherwise, which includes the remainder of the prepaid rent paid by American Male, a Tenant in the Building. Purchaser shall receive a credit against the Purchase Price payable by Seller to Purchaser at Closing for the total sum of all security deposits paid by Tenants under Leases and not theretofore applied to delinquent rent and other charges payable by the Lease, applicable Tenant. Seller hereby acknowledges that Purchaser shall not be prorated legally responsible to Seller for the collection of any uncollected rent or other income under any of the Leases that is past due or otherwise due and payable as of the Closing Date. In the event that, at the time date of Closing, there are provided, Seller may, with Purchaser’s prior consent, such consent not to be unreasonably withheld, conditioned or delayed, bring a claim against any past Tenant who has not paid rent due Seller prior to the date of Closing. Purchaser agrees that if (i) a Tenant is in arrears on the date of Closing in the payment of rent or delinquent rents owing by other charges under such Tenant’s Lease, and (ii) upon Purchaser’s receipt of any rental or other payment from such Tenant, such Tenant is, or after application of a portion of such payment will be, current under such Lease in the tenant payment of all accrued rental and other charges that become due and payable on the date of Closing or thereafter and in the payment of any other obligations of such Tenant to Purchaser, then Purchaser shall refund to Seller, out of and to the extent of the Property, GT Gateway shall have the exclusive right to collect portion of such past payment remaining after Purchaser deducts therefrom any and all sums due or delinquent rents and shall remit to Highwoods in cash to the extent, and only to the extent, that the rents received by GT Gateway owing it from the tenant owing past due or delinquent rents exceed the sum of the aggregate rents and other sums payable by such tenant for periods Tenant from and after the Closing Date date of Closing, an amount up to the full amount of any arrearage existing on the date of receipt, and then only if Highwoods has notified GT Gateway at Closing that the tenant under the Lease is delinquent in its rent as of the Closing Date. GT Gateway will make a commercially reasonable good faith effort to collect after Closing any rents which are delinquent and owing to Highwoods at Closing, but GT Gateway shall have no obligation to file suit to collect such amounts, provided if GT Gateway fails to file suit to collect such amounts after being requested to do so by Highwoods, Highwoods shall have the right to collect all rents owed to Highwoods at the time of Closing, which shall include Highwoods’ filing of suit, if necessary, to collect such amounts. In the event that, after Closing, Highwoods receives any payments of rent or other sums due from the tenant under the Lease that relate to periods from and after Closing, Highwoods shall promptly forward to GT Gateway such payments. It is agreed by GT Gateway that the sums to be paid by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the years 2004 and 2005 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to Highwoods and GT Gateway, as applicable, when paid by the tenant under the Lease. GT Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT Gateway be required to do so until allowed under the Lease), provided Highwoods must furnish to GT Gateway all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, GT Gateway shall deliver to Highwoods any and all rents accrued but uncollected as of the Closing Date to the extent subsequently collected by GT Gateway, and to the extent GT Gateway receive such rents, shall apply rents received after Closing to the extent the same are delinquent first to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods and GT Gateway pro rata in accordance with their respective period of ownership as set forth in this Section 7(e)(iv) below) but only after rent due and owing to GT Gateway have been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to GT Gateway (to the extent assignable) and deliver the original letter of credit to GT Gateway at Closing.

Rents. Seventy-five percent (75%) Rents, including without limitation all payments received by Seller from any Tenants under any Leases applicable to the Construction Residence and all payments of all paid rents, including revenues and charges of Residents under any kind, together with any other sums paid by Resident Agreements received prior to the tenant (other than security deposit), under the Lease, Residence Closing Date shall be prorated as of the applicable Residence Closing DateDate and the portion thereof allocable to periods beginning with such Residence Closing Date shall be credited to Purchaser at such Residence Closing. Any checks for any such rental payments received after such Residence Closing by Seller and belonging in their entirety to Purchaser shall be promptly endorsed to Purchaser by Seller and promptly transmitted to Purchaser, and any checks for any rental payments received after such Residence Closing by Seller and belonging in part to Seller and in part to Purchaser shall be promptly deposited by Seller and the part thereof belonging to Purchaser shall be promptly paid to Purchaser and the balance shall be retained by Seller. In the event thatthat on such Residence Closing Date there shall be any unpaid rental payments due under any Lease, at then (i) for a period of ninety (90) days after the time of Residence Closing, there are any past rental payment received by Purchaser with respect to such Lease subsequent to such Residence Closing Date shall be applied first to pay the current portion of such rental payment due Seller under such Lease and the remaining portion of such rental payment, to the extent applicable to a period beginning on or delinquent rents owing after such Residence Closing Date, shall be retained by Purchaser in satisfaction of amounts owed to it, and (ii) thereafter Purchaser may apply such amounts first to amounts owed to it. During such ninety (90) day period, Purchaser shall use its reasonable efforts in the tenant ordinary course of the Property, GT Gateway shall have the exclusive right business to collect such past due or delinquent rents and shall remit for Seller amounts owed to Highwoods in cash to the extent, and only to the extent, that the rents received by GT Gateway from the tenant owing past due or delinquent rents exceed the sum Seller of the aggregate rents and other sums payable by such tenant for periods from and after the Closing Date to the date of receipt, and then only if Highwoods which it has notified GT Gateway at Closing that the tenant under the Lease is delinquent in its rent as of the Closing Date. GT Gateway will make a commercially reasonable good faith effort to collect after Closing any rents which are delinquent and owing to Highwoods at Closingknowledge, but GT Gateway shall have no obligation to file suit to collect such amounts, provided if GT Gateway fails to file suit to collect such amounts after being requested to do so by Highwoods, Highwoods shall have the right to collect all rents owed to Highwoods at the time of Closing, which shall include Highwoods’ filing of suit, if necessary, to collect such amounts. In the event that, after Closing, Highwoods receives any payments of rent or other sums due from the tenant under the Lease that relate to periods from and after Closing, Highwoods shall promptly forward to GT Gateway such payments. It is agreed by GT Gateway that the sums to be paid by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the years 2004 and 2005 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to Highwoods and GT Gateway, as applicable, when paid by the tenant under the Lease. GT Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT Gateway be required to do so until allowed under the Lease)employ counsel or any collection agency or to initiate litigation, provided Highwoods must furnish ejectment proceeding or use any extraordinary means of collection. Seller shall at all times be entitled to GT Gateway all applicable information regarding the amount pursue collection of “pass through” operating expenses any amounts owed to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, GT Gateway shall deliver to Highwoods any and all rents accrued but uncollected as of the Closing Date to the extent subsequently collected by GT Gatewayit, and to the extent GT Gateway receive such rents, Purchaser shall apply rents received after Closing to the extent the same are delinquent first to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods and GT Gateway pro rata cooperate with Seller in accordance with their respective period of ownership as set forth in this Section 7(e)(iv) below) but only after rent due and owing to GT Gateway have been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to GT Gateway (to the extent assignable) and deliver the original letter of credit to GT Gateway at Closingconnection therewith.

Rents. SeventyRents (including, without limitation, estimated pass-five percent (75%) of through payments, payments for common area maintenance reconciliations and all paid rentsadditional charges payable by tenants under the Leases, including revenues and charges of any kindinsurance (collectively, together with any other sums paid by the tenant (other than security deposit“Rents”)), under the Lease, collected by Seller prior to Closing shall be prorated as of the applicable Closing Date. In the event that; provided, at the time of Closinghowever, there are that any past due or delinquent rents owing credit received by the tenant of the Property, GT Gateway shall have the exclusive right to collect such past due or delinquent rents and shall remit to Highwoods Purchaser in cash connection with prepaid Rents attributable to the extent, and only to period following the extent, that the rents received by GT Gateway from the tenant owing past Closing shall be net of management fees which are due or delinquent rents exceed the sum of the aggregate rents and other sums payable by such tenant Seller for periods from and after the Closing Date prior to the date of receipt, and then only if Highwoods has notified GT Gateway at Closing that the tenant under the Lease is delinquent in its rent as of the Closing Date. GT Gateway will make a commercially reasonable good faith effort to collect after Closing any rents which are delinquent and owing to Highwoods at Closing, but GT Gateway shall have no obligation to file suit to collect such amounts, provided if GT Gateway fails to file suit to collect such amounts after being requested to do so by Highwoods, Highwoods shall have the right to collect all rents owed to Highwoods at the time of Closing, which shall include Highwoods’ filing of suit, if necessary, to collect such amounts. In the event that, after Closing, Highwoods receives any payments of rent or other sums due from the tenant under the Lease that relate to periods from and after Closing, Highwoods shall promptly forward to GT Gateway such payments. It is agreed by GT Gateway that the sums to be paid by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the years 2004 and 2005 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to Highwoods and GT Gateway, as applicable, when paid by the tenant under the Lease. GT Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT Gateway be required to do so until allowed under the Lease), provided Highwoods must furnish to GT Gateway all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, GT Gateway Purchaser shall deliver to Highwoods Seller any and all rents Rents accrued but uncollected as of the applicable Closing Date to the extent subsequently collected by GT GatewayPurchaser; provided, and to the extent GT Gateway receive such rentshowever, Purchaser shall apply rents Rents received after Closing to the extent the same are delinquent first to payment of current Rent then due, and thereafter to delinquent rents Rents (other than “true up” payments received from the tenant tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods among Seller and GT Gateway Purchaser pro rata in accordance with their respective period of ownership as set forth in Section 4.2.5 below). Seller may not, without Purchaser’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, commence any lawsuit against any tenant after the date of this Section 7(e)(ivAgreement and/or the Closing, provided, however, after delivery to Purchaser by Seller of: (i) belowa Tenant Litigation Indemnity (as hereinafter defined), and (ii) but only after rent a written explanation of the alleged dispute between Seller and the tenant, Seller may, without Purchaser’s prior written consent, commence a lawsuit against any tenant to collect delinquent Rents due and owing to GT Gateway have been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to GT Gateway (Seller with respect to the extent assignable) time period prior to Closing. Notwithstanding the foregoing, Seller agrees that any such lawsuit shall be limited to a money damages claim against the applicable tenant to collect delinquent Rents, and deliver in no event shall Seller seek the original letter of credit to GT Gateway at Closing.termination

Rents. Seventy-five percent The following items shall be prorated on an accrual basis up to and including the Proration Date, on the basis of the most recent ascertainable amounts thereof or on the basis of such other reasonably reliable information with respect thereto: (75%i) of all paid rents, including revenues current and advance rental payments under the Leases; (ii) operating expense and insurance escalations and adjustments and other charges of any kind, together with any other sums paid payable by the tenant (other than security deposit), Tenant to the landlord under the Lease, excluding any contributions toward the payment of Taxes (collectively, "Expense Contributions"); (iii) any utility charges and deposits made by Seller with respect to utilities for which the landlord under the Lease is responsible; and (iv) all other items of accrued or prepaid income and expenses, other than delinquent rental payments under the Lease. Such prorations shall not account for or reflect any of the foregoing items to the extent Tenant is delinquent in payment of the same. When actual Expense Contributions for the year in which Closing occurs are known (and the year preceding the year in which Closing occurs if such amounts are not known at Closing), Purchaser shall xxxx the Tenant for the additional amount, if any, owed by such Tenant as a result of non-payment or underpayment of the Tenant's share of Expense Contributions for the year to which such Expense Contributions apply under the Tenant's Lease. Upon collection of such amounts the same shall be prorated between Seller and Purchaser, and Purchaser shall pay Seller all amounts due Seller for the period prior to the Proration Date as of the Closing Datesoon as reasonably practical. In the event thatthat the Expense Contributions collected by Seller for the period up to and including the Proration Date exceed the actual Expense Contributions for such period, at Seller shall pay to Purchaser an amount equal to the time of Closing, there are any past due or delinquent rents owing by the tenant excess of the Property, GT Gateway Expense Contributions collected over the actual Expense Contributions for such period as soon as reasonably practical after such Expense Contributions are known. Seller shall have the exclusive right to collect such past inspect the books and records of the Subject Property to verify that Purchaser is remitting to Seller all amounts to be remitted to Seller according to the terms of this Agreement, and for any other purpose related to Seller's prior ownership of the Subject Property. Notwithstanding the foregoing, if the amounts to be prorated hereunder can be established with reasonable certainty at Closing, the appropriate party shall receive credit therefor at Closing, which credit shall be final and in lieu of any proration contemplated hereby. (i) to Seller for amounts due or delinquent rents and shall remit to Highwoods in cash accrued from Tenant prior to the extentProration Date, and only then (ii) the balance to Purchaser. If Purchaser recovers any such delinquent amounts, the extent, that same shall be distributed in the rents received by GT Gateway from the tenant owing past following order of priority: (i) to Purchaser for amounts due or delinquent rents exceed the sum of the aggregate rents and other sums payable by such tenant for periods accrued from Tenant from and after the Closing Date Date, then (ii) the balance to the date of receipt, and then only if Highwoods has notified GT Gateway at Closing that the tenant under the Lease is delinquent in its rent as of the Closing Date. GT Gateway will make a commercially reasonable good faith effort to collect after Closing any rents which are delinquent and owing to Highwoods at Closing, but GT Gateway shall have no obligation to file suit to collect such amountsSeller, provided if GT Gateway fails to file suit to collect such amounts after being requested to do so by Highwoods, Highwoods shall have the right to collect all rents owed to Highwoods at the time of Closing, which shall include Highwoods’ filing of suit, if necessary, to collect such amounts. In the event that, after Closing, Highwoods receives any payments of rent or other sums due from the tenant under the Lease that relate to periods from and after Closing, Highwoods shall promptly forward to GT Gateway such payments. It is agreed by GT Gateway that the sums to be paid by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the years 2004 and 2005 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to Highwoods and GT Gateway, as applicable, when paid by the tenant under the Lease. GT Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT Gateway be required to do so until allowed under the Lease), provided Highwoods must furnish to GT Gateway all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, GT Gateway shall deliver to Highwoods any and all rents accrued but uncollected as of the Closing Date to the extent subsequently collected by GT Gateway, and to the extent GT Gateway receive such rents, shall apply rents received after Closing to the extent the same are delinquent first has not previously been credited to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods and GT Gateway pro rata in accordance with their respective period of ownership Seller as set forth in this Section 7(e)(iv) below) but only after rent due and owing to GT Gateway have been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to GT Gateway (to the extent assignable) and deliver the original letter of credit to GT Gateway at Closingprovided above.

Rents. Seventy-five percent (75%) Purchaser will receive a credit at Closing for all Rents collected by Seller prior to the Closing Date and allocable to the period from and after the Closing based upon the actual number of days in the month; provided, however, Seller shall retain all paid rentsrights to receive any lease termination payments received from APAC, including revenues with respect to the 000 Xxxxxxxx Xxxxx Property Property and charges no portion of any kind, together with any other sums paid by the tenant (other than security deposit), under the Lease, termination payment received from APAC shall be prorated subject to proration. With respect to any unpaid or delinquent Rents existing as of the Closing Date. In the event that, at the time of Closing, there are any past due or delinquent rents owing by the tenant of the Property, GT Gateway shall have the exclusive right to collect such past due or delinquent rents and Purchaser shall remit the same to Highwoods in cash to the extentSeller as, when and only to the extentextent received, on a tenant-by-tenant basis, monthly, no later than the last day of each calendar month, and Purchaser shall use commercially reasonable efforts to collect all such delinquent rents for the benefit of Seller, provided, that the rents Purchaser shall not be obligated to terminate a Lease, declare a default under a Lease or bring suit against a tenant therefor, or incur any expense over and above its own regular collection expenses, and, provided, further, that Seller shall not be deemed to waive any right to bring suit against a tenant for any delinquent Rents, but Seller shall have no right to xxx to evict any tenants or terminate any Leases. Any Rent received by GT Gateway from the tenant owing past due or delinquent rents exceed the sum of the aggregate rents and other sums payable by such tenant for periods Seller from and after the Closing Date to the date of receipt, and then only if Highwoods has notified GT Gateway at Closing that the tenant under the Lease is delinquent in its rent as of for any period(s) after the Closing DateDate promptly shall be remitted to Purchaser. GT Gateway will make a commercially reasonable good faith effort to collect For purposes of this Agreement, Rents received by Purchaser or Seller after Closing any rents shall be applied in the following order: (i) First, to Rents due but unpaid for the calendar month in which are delinquent the Closing Date falls; (ii) Second, to Rents then due and owing payable to Highwoods at ClosingPurchaser for calendar months following the calendar month in which the Closing Date falls, but GT Gateway shall have no obligation not, for the avoidance of doubt, to file suit to collect such amounts, provided if GT Gateway fails to file suit to collect such amounts after being requested to do so by Highwoods, Highwoods shall have the right to collect all rents owed to Highwoods prepay any Rents not due and payable at the time of Closing, which shall include Highwoods’ filing of suit, if necessarysuch Rent is received; (iii) Third, to collect such amounts. In the event that, after Closing, Highwoods receives pay any payments of rent or other sums due from the tenant under the Lease that relate Rents related to periods from and after Closing, Highwoods shall promptly forward to GT Gateway such payments. It is agreed by GT Gateway that the sums to be paid by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the years 2004 and 2005 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to Highwoods and GT Gateway, as applicable, when paid by the tenant under the Lease. GT Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT Gateway be required to do so until allowed under the Lease), provided Highwoods must furnish to GT Gateway all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, GT Gateway shall deliver prior to Highwoods any and all rents accrued but uncollected as of the Closing Date to the extent subsequently collected by GT Gatewaywhich have not been previously paid; and (iv) Fourth, and to the extent GT Gateway receive such rents, shall apply rents received after Closing to the extent the same are delinquent first to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods and GT Gateway pro rata in accordance with their respective period of ownership as set forth in this Section 7(e)(iv) below) but only after rent due and owing to GT Gateway have been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to GT Gateway (to the extent assignable) and deliver the original letter of credit to GT Gateway at ClosingPurchaser may direct.

Rents. Seventy-five percent (75%) As additional and collateral security for the payment of all paid rents, including revenues the Debt and charges cumulative of any kindand all rights and remedies herein provided for, together with any other sums paid Grantor hereby absolutely and presently assigns to Beneficiary Grantor's right, title and interest (if any) in all existing and future Rents. Grantor hereby grants to Beneficiary the sole, exclusive and immediate right, without taking possession of the Trust Property, to demand, collect (by the tenant (other than security depositsuit or otherwise), under receive and give valid and sufficient receipts for any and all of said Rents, for which purpose Grantor does hereby irrevocably make, constitute and appoint Beneficiary its attorney-in-fact with full power to appoint substitutes or a trustee to accomplish such purpose (which power of attorney shall be irrevocable so long as any portion of the LeaseDebt is outstanding, shall be prorated as deemed to be coupled with an interest, shall survive the voluntary or involuntary dissolution of Grantor and shall not be affected by any disability or incapacity suffered by Grantor subsequent to the date hereof). Beneficiary shall be without liability for any loss which may arise from a failure or inability to collect Rents, proceeds or other payments. However, until the occurrence and continuance of an Event of Default under this Deed of Trust or under any other of the Closing DateLoan Documents, Grantor shall have a license to collect, receive, use and enjoy the Rents when due and prepayments thereof for not more than one (1) month prior to the due date thereof. In Upon the event thatoccurrence and continuance of an Event of Default, at the time of ClosingGrantor's license shall automatically terminate without notice to Grantor and Beneficiary may thereafter, there are any past due or delinquent rents owing by the tenant without taking possession of the Trust Property, GT Gateway shall have collect the exclusive right to collect such past due Rents itself or delinquent rents and shall remit to Highwoods in cash to the extent, and only to the extent, that the rents received by GT Gateway from the tenant owing past due an agent or delinquent rents exceed the sum of the aggregate rents and other sums payable by such tenant for periods from receiver. From and after the Closing Date termination of such license, Grantor shall be the agent of Beneficiary in collection of the Rents, and all of the Rents so collected by Grantor shall be held in trust by Grantor for the sole and exclusive benefit of Beneficiary, and Grantor shall, within three (3) business days after receipt of any Rents, pay the same to Beneficiary to be applied by Beneficiary as hereinafter set forth. Neither the demand for or collection of Rents by Beneficiary shall constitute any assumption by Beneficiary of any obligations under any agreement relating thereto. Beneficiary is obligated to account only for such Rents as are actually collected or received by Beneficiary. Grantor irrevocably agrees and consents that the respective payorx xx xxe Rents shall, upon demand and notice from Beneficiary of the occurrence and continuance of an Event of Default, pay said Rents to Beneficiary without liability to determine the actual existence of any Event of Default claimed by Beneficiary. Grantor hereby waives any right, claim or demand which Grantor may now or hereafter have against any such payor by reason of such payment of Rents to Beneficiary, and any such payment shall discharge such payor's obligation to make such payment to Grantor. All Rents collected or received by Beneficiary may be applied against all expenses of collection, including, without limitation, reasonable attorneys' fees, against costs of operation and management of the Trust Property and against the Debt, in whatever order or priority as to any of the items so mentioned as Beneficiary directs in its sole subjective discretion and without regard to the date adequacy of receiptits security. Neither the exercise by Beneficiary of any rights under this Section nor the application of any Rents to the Debt shall cure or be deemed a waiver of any Event of Default. The assignment of Rents hereinabove granted shall continue in full force and effect during any period of foreclosure or redemption with respect to the Trust Property. Grantor has executed an Assignment of Leases and Rents dated of even xxxx xxrewith (the "Assignment") in favor of Beneficiary covering all of the right, title and then only if Highwoods has notified GT Gateway at Closing that the tenant interest of Grantor, as landlord, lessor or licensor, in and to any Leases. All rights and remedies granted to Beneficiary under the Lease is delinquent in its rent as of the Closing Date. GT Gateway will make a commercially reasonable good faith effort to collect after Closing any rents which are delinquent and owing to Highwoods at Closing, but GT Gateway shall have no obligation to file suit to collect such amounts, provided if GT Gateway fails to file suit to collect such amounts after being requested to do so by Highwoods, Highwoods shall have the right to collect all rents owed to Highwoods at the time of Closing, which shall include Highwoods’ filing of suit, if necessary, to collect such amounts. In the event that, after Closing, Highwoods receives any payments of rent or other sums due from the tenant under the Lease that relate to periods from and after Closing, Highwoods shall promptly forward to GT Gateway such payments. It is agreed by GT Gateway that the sums to be paid by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the years 2004 and 2005 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums Assignment shall be provided in addition to and paid cumulative of all rights and remedies granted to Highwoods and GT Gateway, as applicable, when paid by the tenant under the Lease. GT Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT Gateway be required to do so until allowed under the Lease), provided Highwoods must furnish to GT Gateway all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, GT Gateway shall deliver to Highwoods any and all rents accrued but uncollected as of the Closing Date to the extent subsequently collected by GT Gateway, and to the extent GT Gateway receive such rents, shall apply rents received after Closing to the extent the same are delinquent first to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods and GT Gateway pro rata in accordance with their respective period of ownership as set forth in this Section 7(e)(iv) below) but only after rent due and owing to GT Gateway have been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to GT Gateway (to the extent assignable) and deliver the original letter of credit to GT Gateway at ClosingBeneficiary hereunder.

Rents. Seventy-five percent (75%) Rents, including without limitation all payments received by Seller from any Tenants under any Leases applicable to the Operating Residence and all payments of all paid rents, including revenues and charges of Residents under any kind, together with any other sums paid by Resident Agreements received prior to the tenant (other than security deposit), under the Lease, Residence Closing Date shall be prorated as of the applicable Residence Closing DateDate and the portion thereof allocable to periods beginning with such Residence Closing Date shall be credited to Purchaser at such Residence Closing. Any checks for any such rental payments received after such Residence Closing by Seller and belonging in their entirety to Purchaser shall be promptly endorsed to Purchaser by 12 18 Seller and promptly transmitted to Purchaser, and any checks for any rental payments received after such Residence Closing by Seller and belonging in part to Seller and in part to Purchaser shall be promptly deposited by Seller and the part thereof belonging to Purchaser shall be promptly paid to Purchaser and the balance shall be retained by Seller. In the event thatthat on such Residence Closing Date there shall be any unpaid rental payments due under any Lease, at then (i) for a period of ninety (90) days after the time of Residence Closing, there are any past rental payment received by Purchaser with respect to such Lease subsequent to such Residence Closing Date shall be applied first to pay the current portion of such rental payment due Seller under such Lease and the remaining portion of such rental payment, to the extent applicable to a period beginning on or delinquent rents owing after such Residence Closing Date, shall be retained by Purchaser in satisfaction of amounts owed to it, and (ii) thereafter, Purchaser may apply such amounts first to amounts owed to it. During such ninety (90) day period, Purchaser shall use its reasonable efforts in the tenant ordinary course of the Property, GT Gateway shall have the exclusive right business to collect such past due or delinquent rents and shall remit for Seller amounts owed to Highwoods in cash to the extent, and only to the extent, that the rents received by GT Gateway from the tenant owing past due or delinquent rents exceed the sum Seller of the aggregate rents and other sums payable by such tenant for periods from and after the Closing Date to the date of receipt, and then only if Highwoods which it has notified GT Gateway at Closing that the tenant under the Lease is delinquent in its rent as of the Closing Date. GT Gateway will make a commercially reasonable good faith effort to collect after Closing any rents which are delinquent and owing to Highwoods at Closingknowledge, but GT Gateway shall have no obligation to file suit to collect such amounts, provided if GT Gateway fails to file suit to collect such amounts after being requested to do so by Highwoods, Highwoods shall have the right to collect all rents owed to Highwoods at the time of Closing, which shall include Highwoods’ filing of suit, if necessary, to collect such amounts. In the event that, after Closing, Highwoods receives any payments of rent or other sums due from the tenant under the Lease that relate to periods from and after Closing, Highwoods shall promptly forward to GT Gateway such payments. It is agreed by GT Gateway that the sums to be paid by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the years 2004 and 2005 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to Highwoods and GT Gateway, as applicable, when paid by the tenant under the Lease. GT Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT Gateway be required to do so until allowed under the Lease)employ counsel or any collection agency or to initiate litigation, provided Highwoods must furnish ejectment proceeding or use any extraordinary means of collection. Seller shall at all times be entitled to GT Gateway all applicable information regarding the amount pursue collection of “pass through” operating expenses any amounts owed to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, GT Gateway shall deliver to Highwoods any and all rents accrued but uncollected as of the Closing Date to the extent subsequently collected by GT Gatewayit, and to the extent GT Gateway receive such rents, Purchaser shall apply rents received after Closing to the extent the same are delinquent first to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods and GT Gateway pro rata cooperate with Seller in accordance with their respective period of ownership as set forth in this Section 7(e)(iv) below) but only after rent due and owing to GT Gateway have been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to GT Gateway (to the extent assignable) and deliver the original letter of credit to GT Gateway at Closingconnection therewith.

Rents. Seventy-five percent If any rents under any of the leases for space at the Property shall be accrued and unpaid at the Closing Date, the rents collected by Buyer on or after the Closing Date shall first be applied to rents due at the time of such collection on or after the Closing Date (75%) unless the Closing occurs on or prior to the fifth day of all paid rentsa calendar month, including revenues in which case prior to such application, the rents shall first be applied to the month of Closing and charges of any kind, together with any other sums paid by the tenant (other than security depositprorated between Seller and Buyer), under with the Lease, shall be prorated balance payable to the Seller to the extent of rents delinquent as of the Closing Date. In the event that, at the time of Closing, there are any past due or delinquent rents owing by the tenant of the Property, GT Gateway ; provided that Buyer shall have the exclusive right use commercially reasonable diligent efforts to collect such past due any delinquent rents, but shall not be required to institute any proceeding or delinquent incur any material out-of-pocket costs to collect any rents accrued and shall remit to Highwoods in cash to the extent, and only to the extent, that the rents received by GT Gateway from the tenant owing past due or delinquent rents exceed the sum of the aggregate rents and other sums payable by such tenant for periods from and after the Closing Date to the date of receipt, and then only if Highwoods has notified GT Gateway at Closing that the tenant under the Lease is delinquent in its rent as of unpaid on the Closing Date. GT Gateway will make a commercially reasonable good faith effort Seller, at its sole cost, shall be entitled to bring such actions or proceedings against tenants provided that such actions do not affect such tenant's possession. The parties hereby acknowledge that circumstances related to the COVID-19 outbreak, including, without limitation, restrictions imposed under COVID-19 Orders (as defined below), may adversely affect the ability to collect after Closing any rents which are delinquent and owing to Highwoods at Closing, but GT Gateway shall have no obligation to file suit to collect such amounts, provided if GT Gateway fails to file suit to collect such amounts after being requested to do so by Highwoods, Highwoods shall have the right to collect all rents owed to Highwoods at the time of Closing, which shall include Highwoods’ filing of suit, if necessary, to collect such amounts. In the event that, after Closing, Highwoods receives any payments of rent or other sums due from the tenant under the Lease that relate to periods from and after Closingleases affecting the Property, Highwoods shall promptly forward to GT Gateway such payments. It is agreed by GT Gateway that the sums to be paid by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the years 2004 and 2005 not paid on a monthly basisincluding, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to Highwoods and GT Gateway, as applicable, when paid by the tenant under the Lease. GT Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT Gateway be required to do so until allowed under the Lease), provided Highwoods must furnish to GT Gateway all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, GT Gateway shall deliver to Highwoods any and all rents accrued but uncollected as of the Closing Date to the extent subsequently collected by GT Gateway, and to the extent GT Gateway receive such rents, shall apply rents received after Closing to the extent the same are delinquent first to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received from whether prior to or following the tenant attributable Closing), and Buyer hereby acknowledges and agrees, that Seller makes no guaranties in connection with the collection of rent (whether prior to or following the Closing), including, without limitation, as a year-end reconciliation result of actual and budgeted pass-through payments which shall be allocated between Highwoods and GT Gateway pro rata in accordance with their respective period of ownership as set forth in this Section 7(e)(iv) below) but only after the COVID-19 pandemic. By proceeding to the Closing, Buyer assumes the risk that applicable COVID-19 Orders could affect Buyer’s ability to collect, or exercise remedies to collect, rent due and owing to GT Gateway have been paid in full, including any delinquent rent. If any security deposits are in under the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to GT Gateway (to the extent assignable) and deliver the original letter of credit to GT Gateway at Closingleases.

Rents. Seventy-five percent (75%) As additional and collateral security for the payment of all paid rents, including revenues the Debt and charges cumulative of any kindand all rights and remedies herein provided for, together Mortgagor hereby absolutely and presently assigns to Mortgagee all existing and future Rents, if any, with any other sums paid respect to the Mortgaged Property. Mortgagor hereby grants to Mortgagee the sole, exclusive and immediate right, without taking possession of the Mortgaged Property, to demand, collect (by the tenant (other than security depositsuit or otherwise), under receive and give valid and sufficient receipts for any and all of said Rents, for which purpose Mortgagor does hereby irrevocably make, constitute and appoint Mortgagee its attorney-in-fact with full power to appoint substitutes or a trustee to accomplish such purpose (which power of attorney shall be irrevocable so long as any portion of the LeaseDebt is outstanding, shall be prorated as deemed to be coupled with an interest, shall survive the voluntary or involuntary dissolution of Mortgagor and shall not be affected by any disability or incapacity suffered by Mortgagor subsequent to the date hereof); provided, however, that Mortgagee shall only exercise such power-of-attorney during the continuance of an Event of Default. Mortgagee shall be without liability for any loss that may arise from a failure or inability to collect Rents, proceeds or other payments. However, until the occurrence of a default under this Mortgage that has not been cured within any applicable grace or cure period, Mortgagor shall have a license to collect, receive, use and enjoy the Rents when due and prepayments thereof for not more than one (1) month prior to due date thereof. Upon the occurrence of a default hereunder that has not been cured within any applicable grace or cure period, Mortgagor's license shall automatically terminate without notice to Mortgagor and Mortgagee may thereafter, without taking possession of the Closing Date. In the event that, at the time of Closing, there are any past due or delinquent rents owing by the tenant of the Mortgaged Property, GT Gateway shall have collect the exclusive right to collect such past due Rents itself or delinquent rents and shall remit to Highwoods in cash to the extent, and only to the extent, that the rents received by GT Gateway from the tenant owing past due an agent or delinquent rents exceed the sum of the aggregate rents and other sums payable by such tenant for periods from receiver. From and after the Closing Date to the date termination of receipt, and then only if Highwoods has notified GT Gateway at Closing that the tenant under the Lease is delinquent in its rent as of the Closing Date. GT Gateway will make a commercially reasonable good faith effort to collect after Closing any rents which are delinquent and owing to Highwoods at Closing, but GT Gateway shall have no obligation to file suit to collect such amounts, provided if GT Gateway fails to file suit to collect such amounts after being requested to do so by Highwoods, Highwoods shall have the right to collect all rents owed to Highwoods at the time of Closing, which shall include Highwoods’ filing of suit, if necessary, to collect such amounts. In the event that, after Closing, Highwoods receives any payments of rent or other sums due from the tenant under the Lease that relate to periods from and after Closing, Highwoods shall promptly forward to GT Gateway such payments. It is agreed by GT Gateway that the sums to be paid by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the years 2004 and 2005 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to Highwoods and GT Gateway, as applicable, when paid by the tenant under the Lease. GT Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT Gateway be required to do so until allowed under the Lease), provided Highwoods must furnish to GT Gateway all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, GT Gateway shall deliver to Highwoods any and all rents accrued but uncollected as of the Closing Date to the extent subsequently collected by GT Gateway, and to the extent GT Gateway receive such rents, shall apply rents received after Closing to the extent the same are delinquent first to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods and GT Gateway pro rata in accordance with their respective period of ownership as set forth in this Section 7(e)(iv) below) but only after rent due and owing to GT Gateway have been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to GT Gateway (to the extent assignable) and deliver the original letter of credit to GT Gateway at Closing.license,

Rents. Seventy-five percent (75%) As additional and collateral security for the payment of all paid rents, including revenues the Debt and charges cumulative of any kindand all rights and remedies herein provided for, together with any other sums paid Grantor hereby absolutely and presently assigns to Beneficiary Grantor's right, title and interest (if any) in all existing and future Rents. Grantor hereby grants to Beneficiary the sole, exclusive and immediate right, without taking possession of the Trust Property, to demand, collect (by the tenant (other than security depositsuit or otherwise), under receive and give valid and sufficient receipts for any and all of said Rents, for which purpose Grantor does hereby irrevocably make, constitute and appoint Beneficiary its attorney-in-fact with full power to appoint substitutes or a trustee to accomplish such purpose (which power of attorney shall be irrevocable so long as any portion of the LeaseDebt is outstanding, shall be prorated as deemed to be coupled with an interest, shall survive the voluntary or involuntary dissolution of Grantor and shall not be affected by any disability or incapacity suffered by Grantor subsequent to the date hereof). Beneficiary shall be without liability for any loss which may arise from a failure or inability to collect Rents, proceeds or other payments. However, until the occurrence and continuance of an Event of Default under this Deed of Trust or under any other of the Closing DateLoan Documents, Grantor shall have a license to collect, receive, use and enjoy the Rents when due and prepayments thereof for not more than one (1) month prior to the due date thereof. In Upon the event thatoccurrence and continuance of an Event of Default, at the time of ClosingGrantor's license shall automatically terminate without notice to Grantor and Beneficiary may thereafter, there are any past due or delinquent rents owing by the tenant without taking possession of the Trust Property, GT Gateway shall have collect the exclusive right to collect such past due Rents itself or delinquent rents and shall remit to Highwoods in cash to the extent, and only to the extent, that the rents received by GT Gateway from the tenant owing past due an agent or delinquent rents exceed the sum of the aggregate rents and other sums payable by such tenant for periods from receiver. From and after the Closing Date termination of such license, Grantor shall be the agent of Beneficiary in collection of the Rents, and all of the Rents so collected by Grantor shall be held in trust by Grantor for the sole and exclusive benefit of Beneficiary, and Grantor shall, within three (3) business days after receipt of any Rents, pay the same to Beneficiary to be applied by Beneficiary as hereinafter set forth. Neither the demand for or collection of Rents by Beneficiary shall constitute any assumption by Beneficiary of any obligations under any agreement relating thereto. Beneficiary is obligated to account only for such Rents as are actually collected or received by Beneficiary. Grantor irrevocably agrees and consents that the respective payors of the Rents shall, upon demand and notice from Beneficiary of the occurrence and continuance of an Event of Default, pay said Rents to Beneficiary without liability to determine the actual existence of any Event of Default claimed by Beneficiary. Grantor hereby waives any right, claim or demand which Grantor may now or hereafter have against any such payor by reason of such payment of Rents to Beneficiary, and any such payment shall discharge such payor's obligation to make such payment to Grantor. All Rents collected or received by Beneficiary may be applied against all expenses of collection, including, without limitation, reasonable attorneys' fees, against costs of operation and management of the Trust Property and against the Debt, in whatever order or priority as to any of the items so mentioned as Beneficiary directs in its sole subjective discretion and without regard to the adequacy of its security. Neither the exercise by Beneficiary of any rights under this Section nor the application of any Rents to the Debt shall cure or be deemed a waiver of any Event of Default. The assignment of Rents hereinabove granted shall continue in full force and effect during any period of foreclosure or redemption with respect to the Trust Property. Xxxxxxx has executed an Assignment of Leases and Rents dated of even date herewith (the "Assignment") in favor of receiptBeneficiary covering all of the right, title and then only if Highwoods has notified GT Gateway at Closing that the tenant interest of Grantor, as landlord, lessor or licensor, in and to any Leases. All rights and remedies granted to Beneficiary under the Lease is delinquent in its rent as of the Closing Date. GT Gateway will make a commercially reasonable good faith effort to collect after Closing any rents which are delinquent and owing to Highwoods at Closing, but GT Gateway shall have no obligation to file suit to collect such amounts, provided if GT Gateway fails to file suit to collect such amounts after being requested to do so by Highwoods, Highwoods shall have the right to collect all rents owed to Highwoods at the time of Closing, which shall include Highwoods’ filing of suit, if necessary, to collect such amounts. In the event that, after Closing, Highwoods receives any payments of rent or other sums due from the tenant under the Lease that relate to periods from and after Closing, Highwoods shall promptly forward to GT Gateway such payments. It is agreed by GT Gateway that the sums to be paid by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the years 2004 and 2005 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums Assignment shall be provided in addition to and paid cumulative of all rights and remedies granted to Highwoods and GT Gateway, as applicable, when paid by the tenant under the Lease. GT Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT Gateway be required to do so until allowed under the Lease), provided Highwoods must furnish to GT Gateway all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, GT Gateway shall deliver to Highwoods any and all rents accrued but uncollected as of the Closing Date to the extent subsequently collected by GT Gateway, and to the extent GT Gateway receive such rents, shall apply rents received after Closing to the extent the same are delinquent first to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods and GT Gateway pro rata in accordance with their respective period of ownership as set forth in this Section 7(e)(iv) below) but only after rent due and owing to GT Gateway have been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to GT Gateway (to the extent assignable) and deliver the original letter of credit to GT Gateway at ClosingBeneficiary hereunder.

Rents. Seventy-five percent Rents as and when collected. Any Rents collected by or on behalf of Purchaser (75%which, for purposes of this Section 6.1, shall include Rents collected by any property manager or other agent acting for Purchaser) subsequent to the Closing (whether due and payable prior to or subsequent to the Adjustment Point) shall be adjusted as of all paid rentsthe Adjustment Point, including revenues and charges any portion thereof properly allocable to periods prior to the Adjustment Point, net of any kindcosts of collection properly allocable thereto, together with any other sums paid by the tenant (other than security deposit), under the Leaseif any, shall be prorated paid by Purchaser to Equitable promptly after the collection thereof by or on behalf of Purchaser, but subject to the further provisions of this Section 6.1 in the case of Rents due prior to the Adjustment Point. If prior to the Closing Equitable shall have collected, or if subsequent to the Closing Equitable shall collect, any Rents (which, for the purposes of this Section 6.1, shall include Rents collected by the Managing Agent or other agent acting for Equitable) which are properly allocable in whole or in part to periods subsequent to the Adjustment Point, the portion thereof so allocable to periods subsequent to the Adjustment Point, net of costs of collection properly allocable thereto, if any, shall be credited to 6.1.1 Equitable shall deliver to Purchaser at Closing a list of all Tenants and Adjoining Owners at each Mall that are delinquent in payment of Rents as of the Closing Date. In Adjustment Point, which list shall set forth the event thatamount of each such delinquency, at the time of Closing, there are any past due or delinquent rents owing by period to which each such delinquency relates and the tenant nature of the Propertyamount due, GT Gateway itemizing separately fixed monthly rent, tax reimbursements, common area maintenance, electric charges, charges for tenant services, charges for overtime services, percentage rent and other charges, if any. The first amounts collected by or on behalf of Purchaser from each delinquent Tenant or Adjoining Owner, net of costs of collection, if any, shall have be deemed to be in payment of Rents (or the exclusive right to collect specific components of Rents) for the month in which the Closing occurs, next in payment of Rents (or the specific components of Rents) then due on account of any month after the month in which the Closing occurs and finally in payment of delinquent Rents (or the specific components of Rents) which are in arrears as of the first day of the month in which the Closing occurs, as set forth on such past due or delinquent rents and shall remit to Highwoods in cash to the extentlist; provided, and only to the extenthowever, that the rents received by GT Gateway from the tenant owing past due or delinquent rents exceed the sum of the aggregate rents and other sums payable by such tenant for periods from and after if at the Closing Date any Tenant or Adjoining Owner is more than thirty (30) days in arrears in payment of Rents (or any component of Rents), the first amounts collected by or on behalf of Purchaser from each such Tenant or Adjoining Owner on account of the Rents (or the specific component of Rents) as to which it is so delinquent, net of costs of collection, if any, shall be deemed in payment of such Rents (or such specific component of Rents) then due on account of any month after the date month in which the Closing occurs, next in payment of receipt, such Rents (or such specific component of Rents) for the month in which the Closing occurs and then only if Highwoods has notified GT Gateway at Closing that the tenant under the Lease is delinquent finally in its rent payment of such Rents (or such specific component of Rents) which are in arrears as of the first day of the month in which the Closing Date. GT Gateway will make a commercially reasonable good faith effort to collect after Closing any rents which are delinquent and owing to Highwoods at Closing, but GT Gateway shall have no obligation to file suit to collect such amounts, provided if GT Gateway fails to file suit to collect such amounts after being requested to do so by Highwoods, Highwoods shall have the right to collect all rents owed to Highwoods at the time of Closing, which shall include Highwoods’ filing of suit, if necessary, to collect such amounts. In the event that, after Closing, Highwoods receives any payments of rent or other sums due from the tenant under the Lease that relate to periods from and after Closing, Highwoods shall promptly forward to GT Gateway such payments. It is agreed by GT Gateway that the sums to be paid by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the years 2004 and 2005 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to Highwoods and GT Gatewayoccurs, as applicable, when paid by the tenant under the Leaseset forth on such list. GT Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT Gateway be required to do so until allowed under the Lease), provided Highwoods must furnish to GT Gateway all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, GT Gateway shall deliver to Highwoods any and all rents accrued but uncollected as of the Closing Date to the extent subsequently Any amounts collected by GT Gatewayor on behalf of Purchaser from each delinquent Tenant or Adjoining Owner which, and to the extent GT Gateway receive such rents, shall apply rents received after Closing to the extent the same are delinquent first to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods and GT Gateway pro rata in accordance with their respective period of ownership as set forth in this Section 7(e)(iv) below) but only after rent due and owing to GT Gateway have been paid in fullthe preceding sentence, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to GT Gateway (allocable to the extent assignable) and deliver month in which the original letter of credit to GT Gateway at Closing.Closing occurs

Rents. Seventy-five percent (75%) of all paid rentsRents under the Leases, including revenues fixed rent, additional rent and charges of any kindoperating expense pass-throughs (collectively, together with any other sums paid by the tenant (other than security deposit"RENTS"), under shall be addressed in the Lease, manner set forth in this subsection. All prepaid Rents for any period subsequent to the Closing Date shall be credited to Buyer at Closing. All collected Rents for the month in which the Closing occurs shall be prorated as of the Closing Date. In the event that, at the time of Closing, there are any past due or delinquent rents owing by the tenant of the Property, GT Gateway shall have the exclusive right to collect such past due or delinquent rents and shall remit to Highwoods in cash to the extent, and only to the extent, that the rents received by GT Gateway from the tenant owing past due or delinquent rents exceed the sum of the aggregate rents and other sums payable by such tenant for periods from and after the Closing Date to the date of receipt, and then only if Highwoods has notified GT Gateway at Closing that the tenant under the Lease is delinquent in its rent as of the Closing Date. GT Gateway will make a commercially reasonable good faith effort to collect after Closing any rents All Rents which are delinquent and owing to Highwoods at Closing, but GT Gateway shall have no obligation to file suit to collect such amounts, provided if GT Gateway fails to file suit to collect such amounts after being requested to do so by Highwoods, Highwoods shall have the right to collect all rents owed to Highwoods at the time of Closing, which shall include Highwoods’ filing of suit, if necessary, to collect such amounts. In the event that, after Closing, Highwoods receives any payments of rent or other sums due from the tenant under the Lease that relate to periods from and after Closing, Highwoods shall promptly forward to GT Gateway such payments. It is agreed by GT Gateway that the sums to be paid by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the years 2004 and 2005 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to Highwoods and GT Gateway, as applicable, when paid by the tenant under the Lease. GT Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT Gateway be required to do so until allowed under the Lease), provided Highwoods must furnish to GT Gateway all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, GT Gateway shall deliver to Highwoods any and all rents accrued but uncollected as of the Closing Date (the "DELINQUENT RENTS") shall not be prorated at Closing, but shall be paid to the extent subsequently party entitled to receive such Delinquent Rents upon receipt of same by either Seller or Buyer after Closing. Buyer agrees to use good faith and commercially reasonable efforts to collect Delinquent Rents from each tenant remaining in possession of its space under a Lease. Any and all amounts received by Buyer after the Closing Date from any party owing Delinquent Rents shall be paid and applied as follows: first; to Buyer's reasonable collection costs (including reasonable attorneys' fees) incurred (after the Closing Date only); second, to Buyer for Rents due for the then current month; third, to Buyer for due but unpaid Rents accruing after the Closing Date, to be applied in the inverse of the order incurred (i.e., the most recently incurred Rents paid first); fourth, to Delinquent Rents for the month in which the Closing occurs (which sums shall, upon such collection, be prorated between Seller and Buyer as though collected by GT Gatewayprior to Closing); and finally, to Seller for Delinquent Rents for the period prior to the month of Closing. The parties agree that they shall provide a final accounting and reconciliation of all Delinquent Rents within 180 days after Closing. Buyer shall not have an exclusive right to collect any sums due Seller from tenants under the Leases and Seller hereby retains the right to pursue any tenant under the Leases for any sums due Seller for periods attributable to Seller's ownership of the Property; provided, however, Seller (i) shall be required to notify Buyer in writing of Seller's intention to commence or pursue any legal proceedings, and (ii) shall not be permitted to commence or pursue any legal proceedings against any tenant at the extent GT Gateway receive Property seeking eviction of such rents, shall apply rents received after Closing to tenant or the extent termination of the same are delinquent first to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods and GT Gateway pro rata in accordance with their respective period of ownership as set forth in this Section 7(e)(iv) below) but only after rent due and owing to GT Gateway have been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to GT Gateway (to the extent assignable) and deliver the original letter of credit to GT Gateway at Closingunderlying Lease.

Rents. Seventy-five percent All rents and other charges collected under Leases shall be deemed to be applied first to the current rental periods and thereafter to satisfy rental obligations arising from past rental periods (75%applied in inverse order of the date such amounts are due so that such amounts are applied to satisfy later rents before earlier rents). Rents and other charges shall be apportioned as follows: (1) The Reconstituted Partnership shall receive a credit at Closing for all rents and other charges actually collected prior to Closing to the extent relating to any period after Closing. (2) With respect to rents and other charges uncollected as of all paid rentsClosing and owed by occupants of the Improvements at Closing for any period prior to Closing, including revenues and charges of any kind, together with any other sums paid Sellers shall be reimbursed by the tenant Reconstituted Partnership following the Reconstituted Partnership's collection of such rents and charges, to the extent they are available in accordance with the provisions hereof, as follows: the Reconstituted Partnership shall use reasonable efforts promptly to collect such rents and charges, and all such amounts collected, net of reasonable related third-party out of pocket costs of collection (other than security depositexcluding "overhead expenses"), under the Lease, shall be prorated as paid to Sellers within ten (10) days following the month of collection until the Closing Date. In the event that, at the time entire amount of Closing, there are any past due or delinquent such uncollected rents owing by the tenant of the Property, GT Gateway and charges shall have the exclusive right been paid. (3) With respect to collect such past due or delinquent rents and shall remit to Highwoods in cash to the extent, and only to the extent, that the rents received by GT Gateway from the tenant owing past due or delinquent rents exceed the sum of the aggregate rents and other sums payable by such tenant for periods from and after the Closing Date to the date of receipt, and then only if Highwoods has notified GT Gateway charges uncollected at Closing that the tenant under the Lease is delinquent in its rent as and owed by non-occupants of the Improvements at Closing Date. GT Gateway will make a commercially reasonable good faith effort to collect after Closing for any rents which are delinquent and owing to Highwoods at period before Closing, but GT Gateway Sellers shall have no obligation to file suit to collect such amounts, provided if GT Gateway fails to file suit to collect such amounts after being requested to do so by Highwoods, Highwoods shall have retain all rights relating thereto (including the right to collect all such rents owed to Highwoods at the time of Closingand charges), which and Sellers shall include Highwoods’ filing of suitreceive no proration credits therefor. Any and all amounts collected by Sellers relating thereto shall be retained by Sellers, if necessary, to collect and all such amounts. In the event that, after Closing, Highwoods receives any payments of rent or other sums due from the tenant under the Lease that relate to periods from and after Closing, Highwoods shall promptly forward to GT Gateway such payments. It is agreed by GT Gateway that the sums to be paid amounts received by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the years 2004 and 2005 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums Reconstituted Partnership with respect thereto shall be provided forthwith paid over to Sellers. For the avoidance of doubt, the Reconstituted Partnership will continue to hold all security deposits with respect to the Leases and paid to Highwoods and GT Gateway, as applicable, when paid any other amounts that are held by the tenant under the Lease. GT Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT Gateway be required to do so until allowed under the Lease), provided Highwoods must furnish to GT Gateway all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, GT Gateway shall deliver to Highwoods any and all rents accrued but uncollected Partnership as of the Closing Date to the extent subsequently collected by GT Gateway, and to the extent GT Gateway receive such rents, shall apply rents received after Closing to the extent the same are delinquent first to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods and GT Gateway pro rata in accordance with their respective period of ownership as set forth in this Section 7(e)(iv) below) but only after rent due and owing to GT Gateway have been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to GT Gateway (to the extent assignable) and deliver the original letter of credit to GT Gateway at Closingdate hereof.

Rents. Seventy-five percent (75%) Rents and other amounts payable under the Leases shall be apportioned on the basis of all paid rentsthe period for which the same is payable and if, including revenues as and charges of any kindwhen collected, together with any as follows: i. Rents, common area charges, escalations, and other sums paid by the tenant reimbursements (other than security deposit), Deposits) payable under the LeaseLeases (collectively, the "Rents") for the Property or portions thereof shall be prorated prorated, except that no proration shall be made for Rents not received by Seller as of the Closing Date. In Date (hereinafter called the event that, at the time of Closing, there are any past due or delinquent rents owing by the tenant of the Property, GT Gateway shall have the exclusive right to collect such past due or delinquent rents and shall remit to Highwoods in cash to the extent, and only to the extent, that the rents received by GT Gateway from the tenant owing past due or delinquent rents exceed the sum of the aggregate rents and other sums payable by such tenant for periods from and after the Closing Date to the date of receipt, and then only if Highwoods has notified GT Gateway at Closing that the tenant under the Lease is delinquent in its rent as of the Closing Date. GT Gateway will make a commercially reasonable good faith effort to collect after Closing any rents which are delinquent and owing to Highwoods at Closing, but GT Gateway shall have no obligation to file suit to collect such amounts, provided if GT Gateway fails to file suit to collect such amounts after being requested to do so by Highwoods, Highwoods shall have the right to collect all rents owed to Highwoods at the time of Closing, which shall include Highwoods’ filing of suit, if necessary, to collect such amounts. In the event that, after Closing, Highwoods receives any payments of rent or other sums due from the tenant under the Lease that relate to periods from and after Closing, Highwoods shall promptly forward to GT Gateway such payments. It is agreed by GT Gateway that the sums to be paid by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the years 2004 and 2005 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to Highwoods and GT Gateway, as applicable, when paid by the tenant under the Lease. GT Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT Gateway be required to do so until allowed under the Lease"Uncollected Rents"), provided Highwoods must furnish to GT Gateway all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, GT Gateway Purchaser shall deliver to Highwoods Seller any and all rents Uncollected Rents accrued but uncollected as of the Closing Date Date, to the extent subsequently collected by GT GatewayPurchaser, as follows. Amounts collected by Purchaser from Tenants owing Uncollected Rents shall be applied first to current amounts owed by such Tenant and accruing on or after the Closing Date, then to Uncollected Rents owing for the rent period during which the Closing occurred (such amount to be prorated between Purchaser and Seller as provided herein), and then the remainder, if any, to Seller as Uncollected Rents owing prior to the extent GT Gateway receive such rents, shall apply rent period during which the Closing occurred. Percentage rents received after Closing to the extent the same are delinquent first to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which for each applicable Lease shall be allocated between Highwoods prorated on the basis of the number of days elapsed during the Tenant’s percentage rent period as of the Closing Date and GT Gateway pro rata not on the basis of the amount of the Tenant’s sales which accrued during such percentage rent period as of the Closing Date. All Deposits received by Seller from any Tenant under an existing Lease shall be paid over to Purchaser, net of any amounts that have been applied by Seller in accordance with their respective the applicable Lease or returned to the applicable Tenant. Seller shall have no right to pursue the collection of Uncollected Rents which accrued prior to Closing. For a period of ownership as set forth one (1) year after Closing, Purchaser shall continue to bxxx Tenants for Uncollected Rents and use reasonable efforts to collect such Uncollected Rents, provided that in this Section 7(e)(ivno event shall Purchaser have any obligation to commence any legal proceedings against any Tenant or otherwise pursue any remedies against any such Tenant. Any sums received by Purchaser to which Seller is entitled shall be held for Seller on account of said Uncollected Rents payable to Seller, and Purchaser shall remit to Seller any such sums received by Purchaser to which Seller is entitled within ten (10) below) but only business days after rent due and owing to GT Gateway have been paid in full, including any delinquent rentreceipt thereof. If Seller receives any security deposits amounts after the Closing Date which are attributable, in whole or in part, to any period after the form Closing Date, Seller shall remit to Purchaser that portion of a letter of credit, Highwoods the moneys so received by Seller to which Purchaser is entitled within ten (10) business days after receipt thereof. ii. Any prepaid Rents shall assign its interest in be retained by Seller and the letter of credit amount thereof shall be credited to GT Gateway (to the extent assignable) and deliver the original letter of credit to GT Gateway Purchaser at Closing.

Rents. SeventyRents (including, without limitation, estimated pass-five percent (75%) of through payments, payments for common area maintenance reconciliations and all paid rents, including revenues and additional charges of any kind, together with any other sums paid payable by the tenant (other than security deposit), tenants under the LeaseLeases, (collectively, “Rents”)) collected by Seller prior to Closing shall be prorated as of the Closing DateDate on the basis the number of days in the calendar month in which the Closing Date occurs. In To the event that, at the time of Closing, extent there are any past due or delinquent rents Rents owing by the tenant to Seller as of the Property, GT Gateway shall have the exclusive right Closing which relate to collect such past due or delinquent rents and shall remit to Highwoods in cash periods of time prior to the extentClosing Date, and only but which have not actually been collected by Seller as of the Closing (“Delinquent Rents”), Purchaser shall not be obligated to pay to Seller (or give Seller a credit for), the extent, that amount of such Delinquent Rents on the rents Closing. All Rents which are received by GT Gateway from Seller or Purchaser after the tenant Closing Date shall be applied: first, to amounts due and owing past to Seller and Purchaser respectively for the month in which the Closing occurs, second, to amounts due or delinquent rents exceed the sum of the aggregate rents and other sums payable by such tenant owing to Purchaser for periods of time from and after the month in which the Closing Date occurs and third, to any other Delinquent Rents due to Seller for periods of time prior to the date of receipt, and then only if Highwoods has notified GT Gateway at month in which the Closing that the tenant under the Lease is delinquent occurs. Unless Purchaser elects in its rent sole discretion to pay Seller the applicable Delinquent Rents payable to Seller pursuant hereto, Purchaser may not waive any Delinquent Rents, nor modify a Lease so as of the Closing Date. GT Gateway will make a commercially reasonable good faith effort to collect after Closing reduce any rents Delinquent Rents which are delinquent owed under such Lease, for any period in which Seller is entitled to receive such charges or amounts, without first obtaining Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Seller and Purchaser hereby agree to promptly remit to the other the amount of any Rents received and owing to Highwoods at Closing, but GT Gateway shall have no obligation each other pursuant to file suit to collect such amounts, provided if GT Gateway fails to file suit to collect such amounts after being requested to do so by Highwoods, Highwoods shall have the right to collect all rents owed to Highwoods at the time provisions of Closing, which shall include Highwoods’ filing of suit, if necessary, to collect such amounts. In the event that, after Closing, Highwoods receives any payments of rent or other sums due from the tenant under the Lease that relate to periods from and after Closing, Highwoods shall promptly forward to GT Gateway such payments. It is agreed by GT Gateway that the sums to be paid by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for 4.2.4. Notwithstanding the years 2004 and 2005 not paid on a monthly basisforegoing, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to Highwoods and GT Gateway, as applicable, when paid by the tenant under the Lease. GT Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT Gateway be required to do so until allowed under the Lease), provided Highwoods must furnish to GT Gateway all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, GT Gateway shall deliver to Highwoods any and all rents accrued but uncollected as of the Closing Date to the extent subsequently collected by GT Gateway, and to the extent GT Gateway receive such rents, shall apply rents received after Closing to the extent the same are delinquent first to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received from the tenant tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods among Seller and GT Gateway Purchaser pro rata in accordance with their respective period of ownership as set forth in this Section 7(e)(iv4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, including, without limitation, the right to collect (without eviction or termination of a Lease) below) the same from the tenants and/or third parties responsible for payment of such Delinquent Rents, which right shall include, without limitation, the right to file one or more claims or causes of action that are permitted pursuant to applicable law, but only after rent due not a claim for eviction. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants and owing any Delinquent Rents (provided, however, that Purchaser shall have no obligation to GT Gateway have been paid in fullinstitute legal proceedings, including an action for unlawful detainer, against a tenant owing Delinquent Rents). The amount of any delinquent rentunapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If Seller shall also transfer to Purchaser any security deposits are provided by a tenant under a Lease that is held in the form of a letter letters of creditcredit or other non-cash forms (the “Letters of Credit”) if the same are transferable, Highwoods at Seller’s cost (including Seller’s payment of any third party transfer fees and expenses) to the extent the applicable Lease does not obligate tenant to pay for such costs, fees and expenses. If any of the Letters of Credit are not transferable, Seller shall assign its interest request the tenants obligated under Letters of Credit to cause new letters of credit to be issued in favor of Purchaser in replacement thereof and in the event such a new letter of credit to GT Gateway (is not issued in favor of Purchaser by Closing, the parties will nonetheless proceed to the extent assignable) Closing and deliver Purchaser shall diligently pursue such replacement after Closing and Seller shall take all reasonable action, as directed by Seller and at Seller’s expense, in connection with the original letter presentment of credit to GT Gateway at such Letters of Credit for payment as permitted under the terms of the applicable Lease. In consideration of Seller’s foregoing agreement, Purchaser shall indemnify, defend and hold Seller harmless from any liability, damage, loss, cost or expense resulting from an alleged wrongful drawing by Purchaser upon any of the Letters of Credit after the Closing.

Rents. Seventy-five percent As it relates to (75%i) of all paid rents, including late charges, interest receivable, partial payments and other associated charges and revenues and charges of due under any kindLease at the Property (collectively, together with any other sums paid by the tenant “Rents”) for the calendar month in which the Closing Date occurs (other than security depositthe “Closing Month”), under the Lease, shall be prorated and (ii) Rents from tenants who are not more than thirty (30) days delinquent as of the last day of the calendar month prior to the Closing Date. In Date (the event that“Prior Month”), at Merger Sub and Target shall prorate, on an accrual basis, and Merger Sub shall provide Target with a credit for (x) all unpaid Rents from tenants for the time Prior Month; and (y) Target’s pro rata share of Closingthe total unpaid Rents for the Closing Month, there are any past due or based upon the number of days in such month, and Target shall provide a credit to Merger Sub for Merger Sub’s pro rata share of the collected Rents received for the Closing Month; provided, however, such delinquent rents owing shall be subject to re-proration and a credit to Target pursuant to Section 9(a)(ii) if received after the Closing. There shall be no credit granted by the tenant of the Property, GT Gateway shall have the exclusive right Merger Sub to collect such past due or Target at Closing for delinquent rents and shall remit to Highwoods in cash Rents for periods prior to the extent, and only to the extent, that the rents received by GT Gateway from the tenant owing past due or delinquent rents exceed the sum of the aggregate rents and other sums payable by such tenant for periods from Prior Month. From and after the Closing Date to the date of receiptDate, and then only if Highwoods has notified GT Gateway at Closing that the tenant under the Lease is delinquent in its rent as of the Closing Date. GT Gateway will make a commercially reasonable good faith effort to collect after Closing any rents which are delinquent and owing to Highwoods at Closing, but GT Gateway shall have no obligation to file suit to collect such amounts, provided if GT Gateway fails to file suit to collect such amounts after being requested to do so by Highwoods, Highwoods Merger Sub shall have the right to collect receive all rents owed such Rents and Target shall have no further rights following Closing with respect to Highwoods at the time of Closing, which shall include Highwoods’ filing of suit, if necessary, such Rents. Merger Sub has no obligation to collect any past due Rent and shall have the right to pursue (or not pursue) collection, discount or eliminate any past due Rent in its sole and absolute discretion. To the extent Merger Sub collects any Rents allocable to the period prior to the Closing Date, including any past due Rent, Merger Sub shall retain the same, but such amounts. In the event that, after Closing, Highwoods receives Rent so collected (less any payments costs of rent or other sums due from the tenant under the Lease that relate to periods from and after Closing, Highwoods shall promptly forward to GT Gateway such payments. It is agreed collection incurred by GT Gateway that the sums to be paid by the tenant referred to in this Section 7(e)(iiiMerger Sub) shall include all property operation costs “pass throughs” for the years 2004 and 2005 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid subject to Highwoods and GT Gateway, as applicable, when paid by the tenant under the Lease. GT Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT Gateway be required to do so until allowed under the Lease), provided Highwoods must furnish to GT Gateway all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, GT Gateway shall deliver to Highwoods any and all rents accrued but uncollected as of the Closing Date to the extent subsequently collected by GT Gateway, and to the extent GT Gateway receive such rents, shall apply rents received after Closing to the extent the same are delinquent first to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received from the tenant attributable to a yearre-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods and GT Gateway pro rata in accordance with their respective period of ownership proration as set forth in this Section 7(e)(iv) below) but only after rent due and owing to GT Gateway have been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to GT Gateway (to the extent assignable) and deliver the original letter of credit to GT Gateway at Closing9(a)(ii).

Rents. Seventy-five percent (75%) of all paid rents, including revenues All rents and charges of any kind, together with any other sums paid receivable from tenants of the Property, which were earned and attributable to the period prior to the Adjustment Date, will be retained by Seller to the tenant (other than security deposit), under the Lease, shall be prorated as of extent that such rents have been collected on or before the Closing Date. In Rents earned and attributable to the event that, at period beginning on the time of Closing, there are any past due or delinquent rents owing Adjustment Date and thereafter will be paid to Buyer by the tenant tenants, or credited to Buyer at Closing (if such rents are received by Seller on or prior to the Closing Date). All payments from tenants, on account of rent or otherwise, received by Seller after the PropertyAdjustment Date, GT Gateway whether attributable to the period prior to or after the Adjustment Date, shall have the exclusive right be deemed to collect such past due or delinquent rents be held in trust by Seller for Buyer and shall remit be promptly delivered to Highwoods Buyer by Seller for application as provided in cash this Section 14.1.2. All payments from tenants, on account of rent or otherwise, received after the Closing Date by Buyer and all amounts received from Seller by Buyer pursuant to the extentimmediately preceding sentence, shall be applied first to rent or other sums due under the Leases attributable to the period beginning on the Adjustment Date and continuing thereafter, and then to payment to Seller on account of rents which were earned and attributable to the period prior to the Adjustment Date but which have not been paid when due and only to the extent, extent such delinquency is identified in the Seller’s Rent Roll and Delinquency Report delivered to Buyer at Closing (“Delinquent Rentals”); provided that the rents in no event shall Buyer be obligated to make any such payment to Seller on account of Delinquent Rentals which are received by GT Gateway from Buyer on or after the tenant owing past due or delinquent rents exceed the sum of the aggregate rents and other sums payable by such tenant for periods from and date which is twelve (12) months after the Closing Date Date, and Buyer shall be entitled to retain all such amounts. Any costs incurred by Buyer in collection of Delinquent Rentals shall be retained by or paid to Buyer prior to the date payment to Seller on account of receipt, and then only if Highwoods has notified GT Gateway at Closing that the tenant under the Lease is delinquent in its rent as of the Closing DateDelinquent Rentals. GT Gateway will make a commercially reasonable good faith effort to collect after Closing any rents which are delinquent and owing to Highwoods at Closing, but GT Gateway Buyer shall have no obligation to file suit collect or attempt to collect such amounts, provided if GT Gateway fails to file suit to collect such amounts after being requested to do so by Highwoods, Highwoods Delinquent Rentals or enforce any Leases on account of Delinquent Rentals. Seller shall have the no right to enforce Leases or collect all rents owed to Highwoods at Delinquent Rentals on or after the time Closing Date without the prior written consent of ClosingBuyer, which may be withheld in Buyer’s sole discretion, and any such permitted enforcement or collection effort shall include Highwoods’ filing of suit, if necessary, to collect such amountsbe at Seller’s sole expense. In the event that, after Closing, Highwoods receives any payments of rent or other sums due from the tenant under the Lease that relate to periods from and after Closing, Highwoods shall promptly forward to GT Gateway such payments. It is agreed by GT Gateway that the sums to be paid by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the years 2004 and 2005 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to Highwoods and GT Gateway, as applicable, when paid by the tenant under the Lease. GT Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT Gateway be required to do so until allowed under the Lease)Seller’s enforcement include any termination, provided Highwoods must furnish to GT Gateway all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closingforcible detainer, GT Gateway shall deliver to Highwoods any and all rents accrued but uncollected as of the Closing Date to the extent subsequently collected by GT Gateway, and to the extent GT Gateway receive such rents, shall apply rents received after Closing to the extent the same are delinquent first to payment of current Rent then due, and thereafter to delinquent rents (eviction or other than “true up” payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods and GT Gateway pro rata in accordance with their respective period of ownership as set forth in this Section 7(e)(iv) below) but only after rent due and owing to GT Gateway have been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to GT Gateway (to the extent assignable) and deliver the original letter of credit to GT Gateway at Closingpossessory action.

Rents. Seventy-five percent Rents as and when collected. Any Rents collected by or on behalf of Owner (75%which, for purposes of this Section 6.1, shall include Rents collected by any successor to Owner and by any property manager or other agent acting for Owner or any such successor) subsequent to the Closing (whether due and payable prior to or subsequent to the Adjustment Point) shall be adjusted as of all paid rentsthe Adjustment Point, including revenues and charges any portion thereof properly allocable to periods prior to the Adjustment Point, net of any kindcosts of collection properly allocable thereto, together with any other sums paid by the tenant (other than security deposit), under the Leaseif any, shall be prorated as paid by Purchaser or Owner to the Sellers within fifteen (15) days after the end of the calendar month in which received by or on behalf of Owner, but subject to the further provisions of this Section 6.1 in the case of Rents due prior to the Adjustment Point. If prior to the Closing Date. In Owner shall have collected any Rents (which, for the event thatpurposes of this Section 6.1, shall include Rents collected by any agent acting for Owner) which are properly allocable in whole or in part to periods subsequent to the Adjustment Point, the portion thereof so allocable to periods subsequent to the Adjustment Point, net of costs of collection properly allocable thereto, if any, shall be credited to Purchaser by the Sellers at the time Closing. As used in this Section 6.1 the term "costs of Closingcollection" shall mean and include reasonable attorneys' fees and other costs incurred in collecting any Rents, there are but shall not include the regular fees payable to any past due or delinquent rents owing by the tenant property manager of the Property, GT Gateway the payroll costs of any of the Sellers', Owner's or Purchaser's employees or any other internal costs or overhead of the Sellers, Owner or Purchaser. 6.1.1 The Sellers shall have deliver to Purchaser at Closing a list of all Tenants that are delinquent in payment of Rents as of the exclusive right Adjustment Point (without giving effect to collect any unexpired grace periods), which list shall set forth the amount of each such past delinquency, the period to which each such delinquency relates and the nature of the amount due, itemizing separately fixed monthly rent, tax reimbursements, common area maintenance charges, electric charges, charges for tenant services, charges for overtime services, percentage rent and other charges, if any. The first amounts collected by or on behalf of Owner from each delinquent Tenant, net of costs of collection, if any, shall (a) first be deemed to be in payment of Rents (or the specific components of Rents) for the month in which the Closing occurs, (b) next, up to $50,000 in the aggregate for all Tenants shall be deemed to be in payment of Rents (or the specific component of rents) which are delinquent (without giving effect to any unexpired grace periods) as of the last day of the month immediately preceding the month in which the Closing occurs, as set forth on such list, (c) next be deemed to be in payment of Rents (or the specific components of Rents) then due or delinquent rents on account of any month after the month in which the Closing occurs and shall remit to Highwoods in cash (d) then, to the extentextent not already applied pursuant to clause (b) of this sentence, and only be deemed to be in payment of Rents (or the specific components of Rents) which are delinquent (without giving effect to any unexpired grace periods) as of the last day of the month immediately preceding the month in which the Closing occurs, all as set forth on such list. Any amounts collected by or on behalf of Owner from each Tenant which, in accordance with the preceding sentence, are allocable to the extent, that month in which the rents received by GT Gateway from the tenant owing past due or delinquent rents exceed the sum Closing occurs (as adjusted as of the aggregate rents Adjustment Point) or any prior month, net of costs of collection properly allocable thereto, if any, shall be paid promptly by Purchaser to the Sellers. 6.1.2 Purchaser shall cause Owner and other sums payable by such tenant any successors to Owner to exert reasonable efforts for periods from and a period of two (2) years after the Closing Date to bill and collect any delinquencies set forth on the list delivered by xxx Sellers pursuant to subsection 6.1.1 and the amount thereof, as, when and to the date extent collected by or on behalf of receiptOwner shall, if due to the Sellers pursuant to the provisions of subsection 6.1.1, be paid by Owner to the Sellers net of costs of collection, if any, properly allocable thereto, promptly after the collection thereof by Owner. In no event shall Purchaser or Owner be obligated to institute any actions or proceedings or to seek the eviction of any Tenant in order to collect any such delinquencies. 6.1.3 Following the Closing, Purchaser shall submit or cause to be submitted to the Sellers, within 30 days after the end of each calendar quarter up to and then including the calendar quarter ending on March 31, 2006 but only if Highwoods has notified GT Gateway at Closing so long as any delinquencies that the tenant under the Lease is delinquent in its rent existed as of the Closing DateAdjustment Point remain outstanding, a statement which sets forth all collections made by or on behalf of Owner from the Tenants which owe such delinquencies through the end of such calendar quarter. GT Gateway will make a commercially reasonable good faith effort to collect after Closing any rents which are delinquent and owing to Highwoods at Closing, but GT Gateway shall have no obligation to file suit to collect such amounts, provided if GT Gateway fails to file suit to collect such amounts after being requested to do so by Highwoods, Highwoods The Sellers or their designee shall have the right from time to collect all rents owed to Highwoods time following the Closing until 90 days after receipt by the Sellers of the last quarterly statement required hereunder, at the time of Closing, which shall include Highwoods’ filing of suit, if necessarySellers' expense during business hours and on reasonable prior notice to Purchaser, to collect such amounts. In examine and audit so much of the event that, after Closing, Highwoods receives books and records of Purchaser or Owner (or any payments successor of rent or other sums due from the tenant under the Lease that Owner) as relate to periods from and after Closing, Highwoods shall promptly forward such delinquencies in order to GT Gateway verify the collections reported by Purchaser or Owner (or any successor of Owner) in such payments. It is agreed by GT Gateway that the sums to be paid by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the years 2004 and 2005 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to Highwoods and GT Gateway, as applicable, when paid by the tenant under the Lease. GT Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT Gateway be required to do so until allowed under the Lease), provided Highwoods must furnish to GT Gateway all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, GT Gateway shall deliver to Highwoods any and all rents accrued but uncollected as of the Closing Date to the extent subsequently collected by GT Gateway, and to the extent GT Gateway receive such rents, shall apply rents received after Closing to the extent the same are delinquent first to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods and GT Gateway pro rata in accordance with their respective period of ownership as set forth in this Section 7(e)(iv) below) but only after rent due and owing to GT Gateway have been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to GT Gateway (to the extent assignable) and deliver the original letter of credit to GT Gateway at Closingquarterly statements.

Rents. Seventy-five percent (75%) of all paid rentsRents under the Leases, including revenues cost-of-living increases, but excluding escalation charges for real estate taxes and operating expenses, maintenance charges, or other charges of a similar nature and any kindadditional charges and expenses payable under the Leases (collectively, together with “CAM Charges”), which shall be the subject of subsection 12.1.2 below, all as and when actually collected (whether such collection occurs prior to, on or after the Closing Date). Buyer will receive a credit at Closing for all rents collected by Seller prior to the Closing Date and allocable to the period from and after the Closing Date based upon the actual number of days in the month. At Closing, Seller shall deliver to Buyer a schedule of delinquent rent. Until the date that is twelve (12) months after the Closing Date, Buyer shall include such delinquencies (or unpaid amounts) in its normal billing and shall pursue the collection thereof in good faith (but Buyer shall not be required to litigate or declare a default under any Lease or pursue any other sums paid by 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 (other than security deposit)charge) for the month in which the Closing occurs, under then to the rent owed to Buyer in connection with the applicable Lease, and then to any delinquent rents owed to Seller, with Seller’s share thereof being promptly delivered to Seller. Buyer may not waive any delinquent (or unpaid) rents or modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent, which shall not be prorated unreasonably withheld. Seller hereby reserves the right to pursue any remedy for damages against any tenant owing delinquent rents and any other amounts to Seller (but shall not be entitled to terminate any Lease or any tenant’s right to possession). Buyer shall reasonably cooperate with Seller, at no material out-of-pocket cost to Buyer, in any collection efforts hereunder. With respect to delinquent or other uncollected rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all of the rights and obligations relating thereto. Buyer and Seller acknowledge and agree that the Governmental Tenant pays rents and other amounts due under its Lease (collectively, “VA Rents”) in arrears. Accordingly, Buyer and Seller anticipate that the VA Rents will not be apportioned as of the Closing because the VA Rents for the month of the Closing will not have been collected as of the Closing Date. In Furthermore, Buyer and Seller acknowledge and agree that the event thatGovernmental Tenant may continue to pay the VA Rents to Seller until such time as the Governmental Tenant has executed and delivered the applicable Novation Agreement for the Governmental Tenant’s Lease. Accordingly, (a) Buyer shall receive a credit at the time of Closing, there are any past due or delinquent rents owing by the tenant of the Property, GT Gateway shall have the exclusive right to collect such past due or delinquent rents and shall remit to Highwoods Closing in cash an amount equal to the extentrent payable under the Governmental Tenant’s Lease in the month during which Closing occurs, and only prorated based on the number of days remaining in the month, plus an amount equal to the extent, that the rents received by GT Gateway from the tenant owing past due or delinquent rents exceed the sum of the aggregate rents and other sums rent payable by such tenant for periods from and after the Closing Date to the date of receipt, and then only if Highwoods has notified GT Gateway at Closing that the tenant under the Lease is delinquent in its rent as of the Closing Date. GT Gateway will make a commercially reasonable good faith effort to collect after Closing any rents which are delinquent and owing to Highwoods at Closing, but GT Gateway shall have no obligation to file suit to collect such amounts, provided if GT Gateway fails to file suit to collect such amounts after being requested to do so by Highwoods, Highwoods shall have the right to collect all rents owed to Highwoods at the time of Closing, which shall include Highwoods’ filing of suit, if necessary, to collect such amounts. In the event that, after Closing, Highwoods receives any payments of rent or other sums due from the tenant under the Lease that relate to periods from and after Closing, Highwoods shall promptly forward to GT Gateway such payments. It is agreed by GT Gateway that the sums to be paid by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the years 2004 and 2005 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to Highwoods and GT Gateway, as applicable, when paid by the tenant under the Lease. GT Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT Gateway be required to do so until allowed under the Lease), provided Highwoods must furnish to GT Gateway all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Governmental Tenant’s Lease for the calendar year 2004. During first month following Closing (“Governmental Rent Credits”), (b) Seller shall be entitled to retain any VA Rents received by Seller after Closing which were the period after Closing, GT Gateway shall deliver to Highwoods any and all rents accrued but uncollected as subject of the Governmental Rent Credits, and (c) Seller agrees to maintain all existing accounts into which the Governmental Tenant may be depositing VA Rents until such time as the applicable Novation Agreement is signed and the Governmental Tenant begins paying the VA Rents directly to Buyer. VA Rents collected by either party after Closing Date shall be held in trust and paid over to the extent subsequently collected by GT Gateway, and to the extent GT Gateway receive such rents, shall apply rents received after Closing to the extent the same are delinquent first to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods and GT Gateway pro rata in accordance with their respective period of ownership as set forth in party entitled thereto under this Section 7(e)(iv12.1.1 within five (5) below) but only business days after rent due and owing to GT Gateway have been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to GT Gateway (to the extent assignable) and deliver the original letter of credit to GT Gateway at Closingreceipt thereof.