Common use of Post-Closing Collections Clause in Contracts

Post-Closing Collections. Purchaser shall use commercially reasonable and diligent efforts during the sixty (60) day period immediately following the Date of Closing to collect Current Delinquencies and Delinquencies. Amounts collected from tenants who or which, as of the Date of Closing, were obligors with respect to Current Delinquencies and/or Delinquencies shall be applied first to satisfy such tenants’ obligations for the payment period during which collection occurred, second to satisfy Current Delinquencies, third to satisfy Delinquencies, and the balance to satisfy any other rental obligations of such tenants to Purchaser. Amounts collected and applicable to satisfy Current Delinquencies shall be paid promptly to Seller to the extent of Seller’s prorata entitlement thereto, and amounts collected and applicable to satisfy Delinquencies shall be promptly paid to Seller. At the end of the sixty (60) day period following the Date of Closing, Purchaser shall prepare and deliver to Seller a statement (“Collection Statement”) identifying all payments collected during such sixty (60) days from tenants who were listed on the Rent Schedule prepared and delivered pursuant to Section 6.3 hereof as obligors on Current Delinquencies or Delinquencies. If any uncollected Current Delinquencies or then unsatisfied Delinquencies exist, Purchaser hereby agrees to assign to Seller any and all rights afforded the obligee with respect thereto (with respect to Current Delinquencies, to the extent of Seller’s prorata entitlement thereto), whereupon Seller shall be entitled to take such steps, including the right to file suit in the name of the LLC but only for monetary damages, as Seller in its sole and absolute discretion deems necessary or appropriate to collect such sums, excepting only the right to dispossess any tenant still in possession of its further right to occupy the premises demised to it. Such assignment shall be effective automatically, without the need for execution or delivery of any instrument of assignment. Upon request of Seller, however, Purchaser shall execute and deliver to Seller such instrument(s) as Seller may reasonably request to confirm such assignment. Purchaser shall, at no cost to Purchaser, cooperate with Seller in any manner reasonably requested by Seller in connection with any such collection effort. Purchaser shall keep and maintain at all times full and accurate books of account and records adequate to reflect correctly total rental and other payments collected under each of the Leases, and all such books and records shall be kept and shall be available to Seller for at lease one year after the Date of Closing. Seller shall have the right to inspect, copy and audit such books of account and records at Seller’s expense, during reasonable business hours, and upon reasonable notice to Purchaser, whether such books and records are in the possession of Purchaser or any agent of Purchaser for the purpose of verifying the accuracy of the Collection Statement and the rental and any other payments collected by Purchaser, which were earned during Seller’s ownership period, and which should have been paid to Seller pursuant to this Section 6.9. The provisions of this Section 6.9 shall survive Closing.

Post-Closing Collections. Purchaser shall use its commercially reasonable and diligent efforts during the sixty ninety (6090) day period immediately following the Date of Closing to collect Current Delinquencies and Delinquencies. Amounts collected from tenants who or which, as of the Date of Closing, were obligors with respect to Current Delinquencies and/or Delinquencies shall be applied first to satisfy such tenants’ obligations for the payment period during which collection occurred, second to satisfy Current Delinquencies, third to satisfy Delinquencies, and the balance to satisfy any other rental obligations of such tenants to Purchaser. Amounts collected and applicable to satisfy Current Delinquencies shall be paid promptly to Seller to the extent of Seller’s prorata pro-rata entitlement thereto, and amounts collected and applicable to satisfy Delinquencies shall be promptly paid to Seller. At the end of the sixty ninety (6090) day period following the Date of Closing, Purchaser shall prepare and deliver to Seller a statement (“Collection Statement”) identifying all payments collected during such sixty ninety (6090) days from tenants who were listed on the Rent Schedule prepared and delivered pursuant to Section 6.3 6.4 hereof as obligors on Current Delinquencies or Delinquencies. If any uncollected Current Delinquencies or then unsatisfied Delinquencies exist, Purchaser hereby agrees to assign to Seller any and all rights afforded the obligee with respect thereto (with respect to Current Delinquencies, to the extent of Seller’s prorata pro-rata entitlement thereto), whereupon Seller shall be entitled to take such steps, including the right to file suit in the name of the LLC but only for monetary damagessuit, as Seller in its sole and absolute discretion deems necessary or appropriate to collect such sums, excepting only the right to dispossess any tenant still in possession of its further right to occupy the premises demised to it. Such assignment shall be effective automatically, without the need for execution or delivery of any instrument of assignment. Upon request of Seller, however, Purchaser shall execute and deliver to Seller such instrument(s) as Seller may reasonably request to confirm such assignment. Purchaser shall, at no cost to Purchaser, cooperate with Seller in any manner reasonably requested by Seller in connection with any such collection effort. Notwithstanding anything to the contrary contained in this paragraph, if Purchaser uses reasonable efforts after Closing to collect any amounts owed by such tenants to Seller (without the requirement on the part of Purchaser to terminate any Leases or litigate with any tenants), Seller agrees not to pursue legal action against any tenant of the Property after Closing for Current Delinquencies, Delinquencies and second half 2019 Taxes. At Seller’s written request, Purchaser shall keep and maintain at all times full and accurate books of account and make available, or shall cause its property manager to make available, records reasonably adequate to reflect correctly total rental and other payments collected under each of the Leases, and all such books and records shall be kept and shall be available to Seller Leases for at lease one year a period of nine (9) months after the Closing Date of Closing. Seller shall have the right to inspect, copy and audit such books of account and records at Seller’s expense, during reasonable business hours, and upon reasonable notice to Purchaser, whether such books and records are in the possession of Purchaser or any agent of Purchaser for the purpose of verifying the accuracy of the Collection Statement and the rental and any other payments collected by Purchaser, Purchaser which were earned during Seller’s ownership period, period and which should have been paid to Seller pursuant to this Section 6.9. The provisions of Nothing contained in this Section 6.9 paragraph shall survive Closingentitle Seller to receive any records other than records related to the rentals and other payments collected under the Leases.

Post-Closing Collections. After Closing, Purchaser and the Venture shall use commercially reasonable and diligent efforts during the sixty (60) day period immediately following the Date of Closing make a good faith effort to collect Current Delinquencies and Delinquencies. Amounts any Tenant Payments or other revenues not collected from tenants who or which, as of the Closing Date on Owners’ behalf; provided, however, that Purchaser and Venture shall not be required to cause any Owner to institute any action or proceeding to collect any delinquent Tenant Payments or other revenues not collected as of Closingthe Closing Date, were obligors with respect to Current Delinquencies and/or Delinquencies and all Tenant Payments or other revenues collected by Owners on or after the Closing Date shall first be applied first to satisfy such tenants’ obligations for all amounts due under the payment period during which applicable Lease at the time of collection occurred(i.e., second to satisfy Current Delinquencies, third to satisfy Delinquencies, current Tenant Payments and sums due each Owner as the current owner and landlord) and the balance to satisfy any other rental obligations of such tenants to Purchaser. Amounts collected (if any) shall result in and applicable to satisfy Current Delinquencies shall be paid promptly to Seller require a Post-Closing Prorations Recalculation in accordance with Section 6.1.17, but only to the extent of Seller’s prorata entitlement theretoamounts of Tenant Payments delinquent and actually due such Owner from the same tenant which made the post-Closing payment in question for the period prior to the Closing. For purposes of prorating post-closing collections, and amounts collected and applicable the amount “attributable” to satisfy Delinquencies the period prior to the Closing Date shall be promptly paid equal to Seller(a) the aggregate amount of such rents actually collected for the calendar year (or other applicable fiscal year under a Lease during which the Closing occurs for the measurement of rents) in which the Closing occurs multiplied by (b) a fraction, the numerator of which shall be the number of days prior to the Closing Date that the applicable tenant leases space at the Property during the calendar year (or other applicable fiscal year under a Lease during which the Closing occurs for the measurement of rents) in which the Closing occurs and the denominator of which shall be the number of days that the applicable tenant leases space at the Property during the calendar year (or other applicable fiscal year under a Lease during which the Closing occurs for the measurement of rents) in which the Closing occurs. At With respect to additional rents, the parties shall exclude any additional rents from increased real property taxes that for the Property to the extent such increase results solely from the transactions contemplated herein. As soon as reasonably possible after the end of the sixty (60) day periodic period following or calendar year, whichever applicable, in which the Date of ClosingClosing occurs, Purchaser shall prepare cause each Owner to do a reconciliation or true-up of all operating expenses and deliver to Seller a statement (“Collection Statement”) identifying all taxes owed by the tenants for such year with any payments collected during which have previously been made by the tenants for such sixty (60) days from tenants who were listed on the Rent Schedule prepared operating expenses and delivered pursuant to Section 6.3 hereof as obligors on Current Delinquencies or Delinquenciestaxes. If the tenants are owed any uncollected Current Delinquencies or amounts of money as a result thereof, then unsatisfied Delinquencies exist, Purchaser hereby agrees to assign to Seller any such amounts shall result in and all rights afforded the obligee require a Post-Closing Prorations Recalculation in accordance with respect thereto (with respect to Current Delinquencies, to the extent of Seller’s prorata entitlement thereto), whereupon Seller shall be entitled to take such steps, including the right to file suit in the name of the LLC but only for monetary damages, as Seller in its sole and absolute discretion deems necessary or appropriate to collect such sums, excepting only the right to dispossess any tenant still in possession of its further right to occupy the premises demised to it. Such assignment shall be effective automatically, without the need for execution or delivery of any instrument of assignment. Upon request of Seller, however, Purchaser shall execute and deliver to Seller such instrument(s) as Seller may reasonably request to confirm such assignment. Purchaser shall, at no cost to Purchaser, cooperate with Seller in any manner reasonably requested by Seller in connection with any such collection effort. Purchaser shall keep and maintain at all times full and accurate books of account and records adequate to reflect correctly total rental and other payments collected under each of the Leases, and all such books and records shall be kept and shall be available to Seller for at lease one year after the Date of Closing. Seller shall have the right to inspect, copy and audit such books of account and records at Seller’s expense, during reasonable business hoursSection 6.1.17, and upon reasonable notice to such Post-Closing Prorations Recalculation, Purchaser, whether on behalf of Owner, shall distribute the owed amounts to tenants. If the tenants owe any amounts of money as a result thereof, then, as and when such books amounts are collected from the tenants, such amounts shall result in and records are require a Post-Closing Prorations Recalculation in the possession of Purchaser or any agent of Purchaser for the purpose of verifying the accuracy of the Collection Statement and the rental and any other payments collected by Purchaser, which were earned during Seller’s ownership period, and which should have been paid to Seller pursuant to this accordance with Section 6.96.1.17. The provisions terms of this Section 6.9 6.1.2(iii) shall survive Closingthe Closing and not be merged therein.

Post-Closing Collections. Purchaser shall use commercially reasonable and diligent its best efforts during the sixty ninety (6090) day period immediately following the Date of Closing to collect Current Delinquencies and Delinquencies. Amounts collected from tenants who or which, as of the Date of Closing, were obligors with respect to Current Delinquencies and/or Delinquencies shall be applied first to satisfy such tenants’ obligations for the payment period during which collection occurred, second to satisfy Current Delinquencies, third to satisfy Delinquencies, and the balance to satisfy any other rental obligations of such tenants to Purchaser. Amounts collected and applicable to satisfy Current Delinquencies shall be paid promptly to Seller to the extent of Seller’s prorata pro-rata entitlement thereto, and amounts collected and applicable to satisfy Delinquencies shall be promptly paid to Seller. At the end of the sixty ninety (6090) day period following the Date of Closing, Purchaser shall prepare and deliver to Seller a statement (the “Collection Statement”) identifying all payments collected during such sixty ninety (6090) days from tenants who were listed on the Rent Schedule prepared and delivered pursuant to Section 6.3 6.4 hereof as obligors on Current Delinquencies or Delinquencies. If any uncollected Current Delinquencies or then unsatisfied Delinquencies exist, Purchaser hereby agrees to assign to Seller any and all rights afforded the obligee with respect thereto (with respect to Current Delinquencies, to the extent of Seller’s prorata pro-rata entitlement thereto), whereupon Seller shall be entitled to take such steps, including the right to file suit in the name of the LLC but only for monetary damagessuit, as Seller in its sole and absolute discretion deems necessary or appropriate to collect such sums, excepting only the right to dispossess any tenant still in possession of its further right to occupy the premises demised to it. Such assignment shall be effective automatically, without the need for execution or delivery of any instrument of assignment. Upon request of Seller, however, Purchaser shall execute and deliver to Seller such instrument(s) as Seller may reasonably request to confirm such assignment. Purchaser shall, at no cost to Purchaser, cooperate with Seller in any manner reasonably requested by Seller in connection with any such collection effort. Purchaser shall keep and maintain at all times full and accurate books of account and records adequate to reflect correctly total rental and other payments collected under each of the Leases, and all such books and records shall be kept and shall be available to Seller for at lease least one year after the Date of Closing. Seller shall have the right to inspect, copy and audit such books of account and records at Seller’s expense, during reasonable business hours, and upon reasonable notice to Purchaser, whether such books and records are in the possession of Purchaser or any agent of Purchaser for the purpose of verifying the accuracy of the Collection Statement and the rental and any other payments collected by Purchaser, which were earned during Seller’s ownership period, and which should have been paid to Seller pursuant to this Section 6.9. The provisions of this Section 6.9 shall survive Closing.

Post-Closing Collections. Purchaser shall use commercially reasonable and diligent its best efforts during the sixty ninety (6090) day period immediately following the Date of Closing to collect Current Delinquencies and Delinquencies. Amounts collected from tenants who or which, as of the Date of Closing, were obligors with respect to Current Delinquencies and/or Delinquencies shall be applied first to satisfy such tenants’ obligations for the payment period during which collection occurred, second to satisfy Current Delinquencies, third to satisfy Delinquencies, and the balance to satisfy any other rental obligations of such tenants to Purchaser. Amounts collected and applicable to satisfy Current Delinquencies shall be paid promptly to Seller to the extent of Seller’s prorata pro-rata entitlement thereto, and amounts collected and applicable to satisfy Delinquencies shall be promptly paid to Seller. DAL:0590722/00075:2361764v4 At the end of the sixty ninety (6090) day period following the Date of Closing, Purchaser shall prepare and deliver to Seller a statement (“Collection Statement”) identifying all payments collected during such sixty ninety (6090) days from tenants who were listed on the Rent Schedule prepared and delivered pursuant to Section 6.3 6.4 hereof as obligors on Current Delinquencies or Delinquencies. If any uncollected Current Delinquencies or then unsatisfied Delinquencies exist, Purchaser hereby agrees to assign to Seller any and all rights afforded the obligee with respect thereto (with respect to Current Delinquencies, to the extent of Seller’s prorata pro-rata entitlement thereto), whereupon Seller shall be entitled to take such steps, including the right to file suit in the name of the LLC suit, but only for monetary damages, as Seller in its sole and absolute discretion deems necessary or appropriate to collect such sums, excepting only the right to dispossess any tenant still in possession of its further right to occupy the premises demised to it. Such assignment shall be effective automatically, without the need for execution or delivery of any instrument of assignment. Upon request of Seller, however, Purchaser shall execute and deliver to Seller such instrument(s) as Seller may reasonably request to confirm such assignment. Purchaser shall, at no cost to Purchaser, cooperate with Seller in any manner reasonably requested by Seller in connection with any such collection effort. If final prorations cannot be made at Closing for any item being prorated, then Purchaser and Seller agree to reallocate such items on a fair and equitable basis as soon as invoices or bills are available and applicable reconciliation with tenants have been completed. Purchaser shall keep and maintain at all times full and accurate books of account and records adequate to reflect correctly total rental and other payments collected under each of the Leases, and all such books and records shall be kept and shall be available to Seller for at lease least one year after the Date of Closing. Seller shall have the right to inspect, copy and audit such books of account and records at Seller’s expense, during reasonable business hours, and upon reasonable notice to Purchaser, whether such books and records are in the possession of Purchaser or any agent of Purchaser for the purpose of verifying the accuracy of the Collection Statement and the rental and any other payments collected by Purchaser, which were earned during Seller’s ownership period, and which should have been paid to Seller pursuant to this Section 6.9. The provisions Upon Purchaser’s prior written request, for a period of this Section 6.9 two (2) years following the Closing, Seller shall survive Closingmake Seller’s books and records available to Purchaser during normal business hours for inspection, copying and audit by Purchaser’s designated accountants, at Purchaser’s expense, in order to comply with any Securities and Exchange Commission requirements related to Rule 3-14 of Regulation S-X. In no event shall Seller incur any liability whatsoever in conjunction with any related audit.