Common use of Rents Clause in Contracts

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

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

Rents. All fixed Base rents, parking rents, escalation or reimbursement payments for real estate and additional rentals under the Space Leases personal property taxes, insurance premiums, CAM or other operating expenses and other tenant charges, in each case as and when actually received, payable with respect to the Property for the month of Closing shall be prorated as of the Cut Off Time. Seller shall deliver or provide a credit to Purchaser in an amount equal to all prepaid rents for periods after the Closing Date. Rents which are delinquent Percentage rents for each tenant obligated therefor shall be pro-rated on the basis of the number of days lapsed during the tenant’s percentage rent period as of the Closing Date and not on the basis of the amount of the tenant’s sales which accrued during such percentage rent period as of the Closing Date. Such prorations may not be capable of determination at the Closing Date, in which event, such prorations shall be made within 90 days after Closing; provided, however, that to the extent any tenant required to pay percentage rent is not required to report its sales within said 90-day period, then such proration shall be made within thirty days following receipt by Purchaser of such sales report. All rents received by Seller under the Leases which are attributable to the period of time prior to the date of Closing will be retained by Seller. All rents received by Seller under the Leases which are attributable to the period of time commencing as of the date of Closing and thereafter will be paid or credited to Purchaser. With respect to any tenant (“Delinquent Tenant”) who owes rent and other charges which at Closing are past due, such past due rents and other charges (“Delinquencies”) shall not be prorated on prorated. Purchaser shall remit such Delinquencies, if any, if, as and when collected by Purchaser. If a payment is received by Purchaser from a Delinquent Tenant, such payment shall be applied by Purchaser first to the Closing Date most recent rent then due from such Delinquent Tenant to Purchaser, if any, then to any Delinquencies that are owed to Seller. The right to receive and to collect all rents and profits, delinquent or otherwise, shall be assigned by Seller to Purchaser at Closing, except that Seller shall retain the right to pursue collect all Delinquencies from any Delinquent Tenants of the Property, including the right to sue any such Delinquent Tenant in a collection of such delinquent rentsaction; provided provided, however, that in connection with such efforts following the Closing, Seller shall not have no any right to terminate any Space Lease commence or to initiate pursue any eviction proceeding action against the applicable tenant thereunderany Delinquent Tenant. To the extent Purchaser receives agrees to use reasonable efforts to collect all such rents on Seller’s behalf for ninety (including operating expense90) days after Closing. CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), tax and insurance charges payable by a Space Lessee) on or after the Closing Date that such Space Lessee designates are payable as delinquent rents for any period 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. At least 5 days prior to the Closing Date, Seller shall provide Purchaser shall promptly deliver such amounts to Seller. Purchaser shall use good faith efforts with a reconciliation of operating expense reimbursements under the Leases (at no cost to Purchaser“CAM Charges”) to collect any such delinquent rents. Any percentage rents under Space Leases shall be prorated on the basis as of the ratio of the number of days expired before Closing to the number of days after ClosingDate, together with such supporting documentation as Purchaser may reasonably request. In the event the reconciliation indicates that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot additional CAM Charges will be fully prorated because due to any of the unavailability tenants, Purchaser shall receive a credit on the Purchase Price equal thereto for each of information then such proration the tenants who has overpaid. In the event the reconciliation indicates that additional CAM Charges will be tentatively prorated on due from any of the best available information and Seller and tenants, such additional CAM Charges shall be paid by Purchaser will make (if collected by Purchaser) post-closing in the appropriate final adjustments within ninety manner specified below. To the extent tenants have underpaid CAM Charges as of the Closing, Purchaser shall bill said tenants for the underpayments (90“Underpayments”) days following the end of in the calendar year in which 2015 as permitted under the tenant’s Lease, and shall make reasonable efforts (without the requirement to initiate litigation) to collect the same on Seller’s behalf. All amounts collected by Purchaser for Underpayments shall be applied first to the cost of collection and the balance shall be delivered to Seller within 10 business days from Purchaser’s receipt thereof. Within 60 days after the Closing occursDate, Seller shall provide Purchaser with a final reconciliation of CAM Charges through the Closing Date, together with such supporting documentation as Purchaser may reasonably request. All such adjustments will If the final reconciliation indicates that Xxxxxxxxx received a credit at Closing for overpaid CAM Charges that was more than it was entitled to receive, Purchaser shall remit the excess to Seller within 10 business days from its receipt of the final CAM reconciliation and supporting documentation. If the amount received by Purchaser at Closing for overpaid CAM Charges was less than Purchaser should have received, the shortfall shall be paid in cash to Purchaser by Seller at the party entitled theretosame xxxx Xxxxxx delivers the final CAM reconciliation and supporting documentation to Purchaser. All security deposits If the final CAM reconciliation indicates that there are still Underpayments, the Underpayments shall be transferred to Purchaser or credited against treated in the Purchase Price and all obligations with respect to such security deposits shall be assumed by Purchasermanner provided above.

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

Rents. All fixed Rents (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations and all additional rentals charges payable by tenants under the Space Leases and other tenant chargesLeases, in each case as and when actually received(collectively, “Rents”) collected by Seller prior to Closing shall be prorated as of the Cut Off Time. Seller shall deliver or provide a credit to Purchaser in an amount equal to all prepaid rents for periods after the Closing Date. During the period after Closing, Purchaser shall deliver to Seller Rents which are delinquent accrued but uncollected as of the Closing Date for the three (3) months prior to Closing, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall not be prorated on apply Rents received at or after Closing first to payment of Rents due for the month of the Closing, then to Rents due for periods from and after the Closing Date Date, and thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in Section 4.2.5 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, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants for the year of Closing and for any delinquent Rents for the three (3) months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the right to pursue actual cash deposits. If any deposits are in the collection form of such delinquent rents; provided that in connection with such efforts a letter of credit or other non-cash security, Seller shall have no right assign Seller’s interest, if any, in and to terminate any Space Lease or to initiate any eviction proceeding against the applicable tenant thereunder. To the extent Purchaser receives rents (including operating expense, tax and insurance charges payable by a Space Lessee) on or after the such deposit at Closing Date that such Space Lessee designates are payable as delinquent rents for any period prior to the Closing Date, Purchaser shall promptly deliver such amounts to Seller. Purchaser shall use good faith efforts (at no cost to Purchaser) to collect any such delinquent rents. Any percentage rents under Space Leases shall be prorated on the basis of the ratio of the number of days expired before Closing to the number of days after Closing. In the event that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar year in which the Closing occurs. All such adjustments will be paid in cash to the party entitled thereto. All security deposits shall be transferred to Purchaser or credited against the Purchase Price and all obligations with respect to such security deposits shall be assumed by PurchaserSeller.

Rents. All fixed and additional rentals paid rents, or unpaid rents not currently due, together with any other sums paid by tenants (other than security deposits), under the Space Leases and other tenant charges, in each case as and when actually receivedLeases, shall be prorated as in cash. In the event that, at the time of Closing, there are any past due or delinquent rents owing by any tenants of the Cut Off Time. Seller Property, Highwoods shall deliver have the exclusive right to collect such past due or provide a credit delinquent rents and shall remit to Purchaser Owner in an amount equal cash to all prepaid the extent, and only to the extent, that the aggregate rents received by Highwoods from each such tenant owing past due or delinquent rents exceed the sum of (A) the aggregate rents and other sums payable by such tenant for periods after the Closing Date. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date from and Seller shall retain the right to pursue the collection of such delinquent rents; provided that in connection with such efforts Seller shall have no right to terminate any Space Lease or to initiate any eviction proceeding against the applicable tenant thereunder. To the extent Purchaser receives rents (including operating expense, tax and insurance charges payable by a Space Lessee) on or after the Closing Date that such Space Lessee designates are payable as delinquent rents for any period prior to the Closing Datedate of receipt, Purchaser shall promptly deliver such and (B) any reasonable and necessary amounts to Seller. Purchaser shall use good faith efforts (at no cost to Purchaser) expended by Highwoods to collect any such past due or delinquent rents. Any percentage Highwoods shall have no obligation to collect or enforce collection of any such past due or delinquent rents from or against any tenant; provided, however, that if Highwoods has not collected and remitted past due or delinquent rents within one hundred twenty (120) days after Closing, or initiated litigation within such 120 day period which is diligently pursued to completion, Owner shall be entitled to pursue the same, and to retain all amounts which it is able to collect in connection therewith. In the event that, after Closing, Owner receives any payments of rent or other sums due from tenants under Space Leases that relate to periods from and after Closing, Owner shall promptly forward to Highwoods' its portion of such payments. It is agreed by Highwoods that the sums to be paid by tenants referred to in this Section 12.03 shall include all property operation costs "pass throughs" for the year 1996 not paid on a monthly basis but rather at the end of a calendar year after being invoiced therefor. These sums shall be paid to Owner in cash when paid by tenants. Highwoods shall use reasonable effort to invoice tenants for "pass throughs" as promptly as is practicable after Closing. If Highwoods has not collected and remitted such "pass throughs" within one hundred twenty (120) days after the Closing, or initiated litigation within such one hundred twenty (120) day period which is diligently pursued to completion, Owner shall be entitled to pursue the same and to retain all amounts which it is able to collect in connection therewith. Additionally, all paid rents, or unpaid rents due under the Ground Leases shall be prorated on the basis of the ratio of the number of days expired before Closing to the number of days after Closing. In the event that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar year in which the Closing occurs. All such adjustments will be paid in cash to the party entitled thereto. All security deposits shall be transferred to Purchaser or credited against the Purchase Price and all obligations with respect to such security deposits shall be assumed by Purchasercash.

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

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

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

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

Rents. All fixed Rents (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations and all additional rentals charges payable by tenants under the Space Leases and other tenant chargesLeases, in each case as and when (collectively, "Rents")) actually received, collected by Seller prior to Closing shall be prorated as of the Cut Off Time. Seller shall deliver or provide a credit to Purchaser in an amount equal to all prepaid rents for periods after the Closing Date. During the period after Closing, Purchaser shall, within five (5) business days following receipt, deliver to Seller any and all Rents which are delinquent accrued but uncollected as of the Closing Date to the extent subsequently collected by Purchaser; provided, however, (a) Purchaser shall apply Rents received after Closing first to current Rent then due, then to payment of Rent due for the month of Closing, and thereafter to delinquent Rents in reverse order of maturity (i.e., "newest” delinquencies paid first); and (b) "true up" payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall not be prorated subject to such priority allocation (as long as identifiable as such a payment and not as a payment of base rent) and instead shall be allocated, upon receipt, among Seller and Purchaser pro rata in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have no right, after Closing, to proceed against tenants for Rents allocable to the period of Seller's ownership of the Property. Purchaser shall bill and attempt to collect all pass-through rents payable by tenants and any delinquent Rents (provided, xxwever, that Purchaser shall have no obligation to expend any money, engage a collection agency, or to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any security deposits are in the form of a letter of credit, Seller shall assign (to the extent such letter of credit is assignable) its interest in the letter of credit to Purchaser and deliver the original letter of credit to Purchaser at Closing and the parties shall execute and deliver any applicable transfer form in connection therewith and Seller shall cooperate with Purchaser in good faith to endeavor to effectuate transfers of all such letters of credit in favor of Purchaser on the Closing Date and Seller shall retain the right to pursue the collection of such delinquent rents; provided that in connection with such efforts Seller shall have no right to terminate any Space Lease or to initiate any eviction proceeding against the applicable tenant thereunderas soon as practicable thereafter. To the extent Purchaser receives rents (including operating expenseIf, tax and insurance charges payable by a Space Lessee) on or after the Closing Date that such Space Lessee designates are payable as delinquent rents for any period prior to the Closing Date, but before any letter of credit has been assigned/re-issued to Purchaser as the beneficiary thereunder, a letter of credit needs to be drawn down upon, Purchaser shall promptly deliver prepare documents for signature by Seller and Seller shall execute such amounts documents required to Sellereffectuate such drawdown. Seller shall incur no liability whatsoever as a result of executing such documents, effectuating such drawdown and/or the presentation of the letter of credit for drawdown. Purchaser shall use good faith efforts indemnify, defend and hold Seller from any and all losses, costs, liens, claims, causes of action, liability, damages and expenses (at no cost to Purchaserincluding, without limitation, court costs and reasonable attorneys' fees) to collect incurred in connection with or arising in any way from Seller’s execution of such delinquent rents. Any percentage rents under Space Leases shall be prorated on documents, effectuating such drawdown and/or the basis presentation of the ratio letter of the number of days expired before Closing to the number of days after Closing. In the event that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar year in which the Closing occurscredit for drawdown. All costs to assign such adjustments will letter of credit shall, unless payable by the tenant, be paid in cash to borne by Seller. This provision shall survive the party entitled thereto. All security deposits shall be transferred to Purchaser or credited against the Purchase Price and all obligations with respect to such security deposits shall be assumed by PurchaserClosing.

Rents. All fixed Rents (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations and all additional rentals charges payable by tenants under the Space Leases and other tenant chargesLeases, in each case as and when actually received(collectively, “Rents”)) collected by Seller prior to Closing shall be prorated as of the Cut Off Time. Seller shall deliver or provide a credit to Purchaser in an amount equal to all prepaid rents for periods after the Closing Date. During the period after Closing, Purchaser shall, within five (5) business days following receipt, deliver to Seller any and all Rents which are delinquent accrued but uncollected as of the Closing Date to the extent subsequently collected by Purchaser; provided, however, Purchaser shall not apply Rents received after Closing first to payment of current Rent then due, and thereafter to delinquent Rents in inverse order of maturity; provided, however, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be prorated on the Closing Date allocated among Seller and Purchaser pro rata in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall retain have the right right, after Closing, to pursue proceed against tenants for Rents allocable to the collection period of such delinquent rents; Seller’s ownership of the Property, provided that in connection with such efforts Seller shall have no right to terminate any Space Lease commence eviction or similar proceedings against such tenant. Purchaser agrees that it shall use commercially reasonable efforts to initiate any eviction proceeding against the applicable tenant thereunder. To the extent Purchaser receives collect all pass-through rents (including operating expense, tax and insurance charges payable by a Space Lessee) on or after the Closing Date tenants and any delinquent Rents (provided, however, that such Space Lessee designates are payable as delinquent rents for any period prior to the Closing Date, Purchaser shall promptly deliver such amounts have no obligation to Sellerinstitute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents). Purchaser shall use good faith efforts (The amount of any unapplied security deposits under the Leases held by Seller in cash at no cost to Purchaser) to collect any such delinquent rents. Any percentage rents under Space Leases the time of Closing shall be prorated on the basis of the ratio of the number of days expired before Closing to the number of days after Closing. In the event that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar year in which the Closing occurs. All such adjustments will be paid in cash to the party entitled thereto. All security deposits shall be transferred to Purchaser or credited against the Purchase Price and all obligations with respect to such Price; accordingly, Seller shall retain the actual cash deposits. If any security deposits shall are in the form of a letter of credit, Seller shall, at Purchaser’s cost, assign its interest in the letter of credit to Purchaser (to the extent assignable) and deliver the original letter of credit to Purchaser at Closing and, if not assignable, Seller shall, at Seller’s cost, require that a substitute letter of credit to be assumed by issued in Purchaser’s name.

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

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

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

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

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

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

Rents. All fixed and additional rentals base rent under the Space Leases Leases, any percentage rent under retail leases, and other charges under the Leases, including, without limitation, payments by tenants for amortization of tenant chargesimprovements costs, in each case all tenant contributions relating to Impositions, operating expenses, insurance premiums, common area maintenance charges and similar "pass-through" items and cost-of-living or other adjustments based on the Consumer Price Index or similar statistics, and all other items of income derived from the operation of the Property (all such charges other than base rent are herein referred to as and when actually received, "ADDITIONAL RENT") shall be prorated as of the Cut Off Time. Seller shall deliver or provide a credit to Purchaser in an amount equal to all prepaid rents for periods after close of the day immediately preceding the Closing Date. Rents which Rentals are delinquent as of "delinquents" when payment thereof is due prior to the Closing Date shall but has not be prorated on been made by the Closing Date and Seller shall retain the right to pursue the collection of such delinquent rents; provided that in connection with such efforts Date. Seller shall have no right to terminate collect delinquent rentals directly from Tenants, and Purchaser shall have no obligation to evict or otherwise exercise any Space Lease or remedies against any tenants owing delinquent rentals. Seller shall not be entitled to initiate any eviction proceeding against of the applicable tenant thereunder. To the extent rentals received by Purchaser receives rents (including operating expense, tax on and insurance charges payable by a Space Lessee) on or after the Closing Date from tenants owing delinquent rentals unless such tenants shall be current in their rental obligations for periods occurring from and after the Closing Date. In that case, Purchaser shall deliver to Seller any rentals, net of the costs of collection, received by Purchaser which are designated by the tenant as payment for or are attributable to delinquent rentals for rental periods occurring prior to the Closing Date. If, however, delinquent rentals are not collected from the tenants owing such Space Lessee designates are payable as delinquent rentals, Purchaser shall not be liable to Seller for such delinquent rentals. Purchaser shall be solely responsible for the collection of delinquent rents, but shall not be required to take any action for the collection of such delinquent rents other than billing for the same and employing such other efforts as are consistent with the ordinary and customary conduct of Purchaser's business (but without any requirement to employ a collection agency or to institute legal proceedings of any sort), and shall not be liable to Seller for any failure to collect delinquent rents. All rentals received after the Closing Date shall be applied after payment of collection costs, first to rentals attributable to the period beginning on the Closing Date and thereafter, and subsequently, to the period prior to the Closing Date. To the extent that the Leases provide for the adjustment of previously paid estimated amounts of Additional Rent for the period prior to Closing on a date subsequent to the Closing Date, Purchaser Seller shall promptly deliver be entitled to receive, or shall be responsible to pay, as the case may be, its pro-rata share of any such adjusted amounts which are applicable to Sellerperiods ending prior to the Closing Date. Purchaser shall use good faith efforts (at no cost be solely responsible for the collection of such adjustments, but shall not be liable to Purchaser) Seller for its failure to collect any such delinquent rentsdo so. Any percentage rents under Space Leases Seller shall be prorated on the basis of the ratio of the number of days expired before Closing have access to the number books and records of days after Closing. In Purchaser (as they relate to the event that Property only) at reasonable times during normal business hours for the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar year in which period from the Closing occursDate through March 31, 1997, solely for purposes of verifying and/or auditing proration amounts payable to or payable by Seller for base rent, and/or other items of Additional Rent in accordance with the provisions of this Section 11. All such The provisions of this Section 11 having to do with post-closing adjustments will be paid and the payment of any deficiencies in cash to prorations effected at Closing, including without limitation the party entitled thereto. All security deposits provisions of this paragraph, shall be transferred to Purchaser or credited against survive the Purchase Price and all obligations with respect to such security deposits shall be assumed by PurchaserClosing for twelve (12) months.

Rents. All fixed rents and additional rentals other charges or amounts payable by tenants under the Space Leases or in connection with their use or occupancy of the Property or any service or amenity relating thereto, including water, electricity, gas, sewage or other utilities or pass through fees and other tenant chargescharges (whether paid in advance of the date when such payment is due or otherwise) (collectively, in each case as “Rents”) and when actually received, all refundable Security Deposits shall be prorated as of the Cut Off Timeadjusted and prorated. Seller shall deliver or provide a credit to Purchaser in an amount equal to all prepaid rents Rents for periods from and after the Closing Date and all refundable cash Security Deposits including interest thereon, if any (to the extent the foregoing were made by tenants and are not applied or forfeited prior to the Closing Date) as set forth in the Rent Rolls or otherwise delivered pursuant to a New Lease, to Buyer on the Closing Date. Rents which that are delinquent (or payable but unpaid) as of the Closing Date shall not be prorated on the Closing Date and Date. At Closing, Seller shall retain the right deliver to Buyer a schedule of all such delinquent or payable but unpaid rent. Buyer shall include such delinquencies (or unpaid amounts) in its normal billing and shall in good faith use commercially reasonable efforts to pursue the collection of such delinquent rents; provided that past due Rents until July 31st after the Closing Date (but Buyer shall not be required to litigate or declare a default in any Lease or take any additional actions in connection with the recovery from tenants of such efforts Seller shall have no right to terminate any Space Lease delinquencies or to initiate any eviction proceeding against the applicable tenant thereunderother unpaid amounts). To the extent Purchaser Buyer receives rents payment of Rents (including operating expense, tax and insurance charges payable by a Space Lesseeor income in connection with other tenant charges) on or after the Closing Date that Date, such Space Lessee designates are payable as delinquent rents payments shall be applied (w) first, toward the Rent (or other tenant charges) for any period prior the month in which the Closing occurs, (x) second, to the Rents due for periods following the month in which the Closing Dateoccurs, Purchaser shall and (y) third, to any delinquent Rents owed to Seller, with Seller’s share thereof being promptly deliver such amounts delivered to Seller. Purchaser Seller may not sue any tenants at the Property. The provisions of this subparagraph (a) shall use good faith efforts (at no cost to Purchaser) to collect any such delinquent rents. Any percentage rents under Space Leases shall be prorated on survive the basis of Closing until the ratio of the number of days expired before Closing to the number of days after Closing. In the event date that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within is ninety (90) days following the end of the calendar year in which after the Closing occurs. All such adjustments will be paid in cash to the party entitled thereto. All security deposits shall be transferred to Purchaser or credited against the Purchase Price and all obligations with respect to such security deposits shall be assumed by PurchaserDate.

Rents. All fixed and additional rentals under Rent [(including estimated pass-through payments for common area/operating expenses, but not for Taxes), collectively “Rents”] for the Space Leases and other tenant charges, month in each case as and when actually received, which Closing occurs shall be prorated for said month based upon the Rents estimated to have been collected by Seller as of the Cut Off Time. Seller shall deliver or provide a credit to Purchaser in an amount equal to all prepaid rents for periods after the Closing Date. Rents which are delinquent for said month shall be reprorated within seven (7) Business Days after the end of said month based on Rents actually received. During the period after Closing, (i) Purchaser shall deliver to Seller any and all Rents accrued but uncollected as of the Closing Date Date, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received after Closing first to payment of current Rents then due, and thereafter to delinquent Rents (other than “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments, which shall be allocated among Seller and Purchaser pro rata in accordance with their respective period of ownership as set forth in Section 4.2.5 below), and (ii) Seller shall deliver to Purchaser any and all Rents collected by Seller for any period after Closing. Subject to the provisions of the following sentence, Seller shall be entitled, after the Closing, to take any action against a tenant which would not result in a termination of any Lease or a tenant’s right of occupancy thereunder (“Seller Action”). Notwithstanding the foregoing, Seller shall not take any Seller Action unless Seller shall have first provided Purchaser with not less than five (5) Business Days’ notice of its intent to take action against a tenant, together with a description of the subject matter of the proposed Seller Action. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants and any delinquent Rents (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents). The amount of any unapplied security deposits (plus accrued interest thereon if payable to a tenant under its lease) under the Leases held by Seller in cash at the time of Closing shall be prorated on credited against the Closing Date and Purchase Price; accordingly, Seller shall retain the right actual cash deposits. Notwithstanding anything in this Section 4.2.4 to pursue the collection contrary, if any security deposits are in the form of a letter of credit, such security deposits shall not be prorated, but shall be turned over by Seller to Purchaser at the Closing by the delivery thereof by Seller to Purchaser in accordance with this provision. In addition, Seller shall use reasonable efforts to deliver appropriate duly executed instruments of transfer or assignment of such delinquent rents; provided letters of credit which are required to establish Purchaser as the new beneficiary thereunder and any consents required by the issuing bank for the transfer of such letters of credit. If required, Seller shall use reasonable efforts to arrange for the issuance by the issuing bank of any authorization to the transfer, together with the delivery of such letters of credit (and any letter of transfer that is required by such letter of credit). Any fees imposed by such issuing banks in connection with such efforts Seller shall have no right to terminate any Space Lease or to initiate any eviction proceeding against transfers which are not the obligation of the applicable tenant thereunder. To the extent Purchaser receives rents (including operating expense, tax and insurance charges payable by a Space Lessee) on or after the Closing Date that such Space Lessee designates are payable as delinquent rents for any period prior to the Closing Date, Purchaser shall promptly deliver such amounts to Seller. Purchaser shall use good faith efforts (at no cost to Purchaser) to collect any such delinquent rents. Any percentage rents under Space Leases pay shall be prorated on the basis of the ratio of the number of days expired before Closing to the number of days after Closingpaid by Seller. In the event that the proration any letter of operating expensescredit is not transferable as of Closing, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and shall cooperate with Purchaser will make the appropriate final adjustments within ninety (90) days in all reasonable respects following the end Closing so as to transfer the same to Purchaser or to obtain a replacement letter of the calendar year credit with respect thereto in which the Closing occursfavor of Purchaser, in either case at no cost or expense to Purchaser. All Until any such adjustments will be paid in cash to the party entitled thereto. All security deposits letter of credit shall be transferred or replaced, Seller shall present such letter of credit for payment and deliver the proceeds received by Seller, if any, to Purchaser within a reasonable period of time following receipt of Purchaser’s written request. Notwithstanding the foregoing, Seller shall not be in default under this Agreement in the event that any such letter of credit is not assigned to Purchaser for any reason other than the failure of Seller to sign the documents required of it to transfer the letter of credit or credited against the Purchase Price and all obligations failure of Seller to pay any fees imposed by an issuing bank in connection with respect to such security deposits shall be assumed by Purchaser.such

Rents. All fixed and additional rentals under Rent [(including estimated pass-through payments for common area/operating expenses, but not for Taxes), collectively “Rents”] for the Space Leases and other tenant charges, month in each case as and when actually received, which Closing occurs shall be prorated for said month based upon the Rents estimated to have been collected by Seller as of the Cut Off Time. Seller shall deliver or provide a credit to Purchaser in an amount equal to all prepaid rents for periods after the Closing Date. Rents which are delinquent for said month shall be reprorated within seven (7) Business Days after the end of said month based on Rents actually received. During the period after Closing, (i) Purchaser shall deliver to Seller any and all Rents accrued but uncollected as of the Closing Date Date, to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received after Closing first to payment of current Rents then due, and thereafter to delinquent Rents (other than “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments, which shall be allocated among Seller and Purchaser pro rata in accordance with their respective period of ownership as set forth in Section 4.2.5 below), and (ii) Seller shall deliver to Purchaser any and all Rents collected by Seller for any period after Closing. Subject to the provisions of the following sentence, Seller shall be entitled, after the Closing, to take any action against a tenant which would not result in a termination of any Lease or a tenant’s right of occupancy thereunder (“Seller Action”). Notwithstanding the foregoing, Seller shall not take any Seller Action unless Seller shall have first provided Purchaser with not less than five (5) Business Days’ notice of its intent to take action against a tenant, together with a description of the subject matter of the proposed Seller Action. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants and any delinquent Rents (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents). The amount of any unapplied security deposits (plus accrued interest thereon if payable to a tenant under its lease) under the Leases held by Seller in cash at the time of Closing shall be prorated on credited against the Closing Date and Purchase Price; accordingly, Seller shall retain the right actual cash deposits. Notwithstanding anything in this Section 4.2.4 to pursue the collection contrary, if any security deposits are in the form of a letter of credit, such security deposits shall not be prorated, but shall be turned over by Seller to Purchaser at the Closing by the delivery thereof by Seller to Purchaser in accordance with this provision. In addition, Seller shall use reasonable efforts to deliver appropriate duly executed instruments of transfer or assignment of such delinquent rents; provided letters of credit which are required to establish Purchaser as the new beneficiary thereunder and any consents required by the issuing bank for the transfer of such letters of credit. If required, Seller shall use reasonable efforts to arrange for the issuance by the issuing bank of any authorization to the transfer, together with the delivery of such letters of credit (and any letter of transfer that is required by such letter of credit). Any fees imposed by such issuing banks in connection with such efforts Seller shall have no right to terminate any Space Lease or to initiate any eviction proceeding against transfers which are not the obligation of the applicable tenant thereunder. To the extent Purchaser receives rents (including operating expense, tax and insurance charges payable by a Space Lessee) on or after the Closing Date that such Space Lessee designates are payable as delinquent rents for any period prior to the Closing Date, Purchaser shall promptly deliver such amounts to Seller. Purchaser shall use good faith efforts (at no cost to Purchaser) to collect any such delinquent rents. Any percentage rents under Space Leases pay shall be prorated on the basis of the ratio of the number of days expired before Closing to the number of days after Closingpaid by Seller. In the event that the proration any letter of operating expensescredit is not transferable as of Closing, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and shall cooperate with Purchaser will make the appropriate final adjustments within ninety (90) days in all reasonable respects following the end Closing so as to transfer the same to Purchaser or to obtain a replacement letter of the calendar year credit with respect thereto in which the Closing occursfavor of Purchaser, in either case at no cost or expense to Purchaser. All Until any such adjustments will be paid in cash to the party entitled thereto. All security deposits letter of credit shall be transferred or replaced, Seller shall present such letter of credit for payment and deliver the proceeds received by Seller, if any, to Purchaser within a reasonable period of time following receipt of Purchaser’s written request. Notwithstanding the foregoing, Seller shall not be in default under this Agreement in the event that any such letter of credit is not assigned to Purchaser for any reason other than the failure of Seller to sign the documents required of it to transfer the letter of credit or credited the failure of Seller to pay any fees imposed by an issuing bank in connection with such transfers. In such event, Purchaser may terminate this Agreement with respect to the applicable Property upon written notice to Seller on or before ten (10) days after Purchaser becomes aware that a letter of credit will not be assigned on the Closing Date; provided, however, Purchaser’s right to terminate shall not be effective in the event that Seller, in its sole and absolute discretion, gives Purchaser a credit against the Purchase Price and all obligations with respect to such in the amount of the security deposits shall be assumed by Purchaserdeposit or provides a substitute letter of credit in that amount.

Rents. All fixed Rents (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations and all additional rentals charges payable by tenants under the Space Leases and other tenant chargesLeases, in each case as and when (collectively, “Rents”)) actually received, collected by Seller prior to Closing shall be prorated as of the Cut Off Time. Seller shall deliver or provide a credit to Purchaser in an amount equal to all prepaid rents for periods after the Closing Date. During the period after Closing, Purchaser shall, within five (5) business days following receipt, deliver to Seller Seller's prorated portion of any and all Rents which are delinquent accrued but uncollected as of the Closing Date to the extent subsequently collected by Purchaser; provided, however, (a) Purchaser shall apply Rents received after Closing first to payment of Rent due for the month of Closing, then to current Rent then due, and thereafter to delinquent Rents in inverse order of maturity; and (b) “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall not be prorated on the Closing Date subject to such priority allocation (as long as identifiable as such a payment and not as a payment of base rent) and instead shall be allocated, upon receipt, among Seller and Purchaser pro rata in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall retain have the right right, after Closing, to pursue proceed against tenants for Rents allocable to the collection period of such delinquent rents; Seller’s ownership of the Property, provided that in connection with such efforts Seller shall have no right to declare the lease to be in default, terminate a lease or commence eviction or similar proceedings against any Space Lease or to initiate any eviction proceeding against the applicable tenant thereunder. To the extent Purchaser receives rents (including operating expense, tax and insurance charges payable by a Space Lessee) on or after the Closing Date that such Space Lessee designates are payable as delinquent rents for any period prior to the Closing Date, Purchaser shall promptly deliver such amounts to Sellertenant. Purchaser shall use good faith commercially reasonable efforts (at no cost to Purchaser) to collect all pass-through rents payable by tenants and any such delinquent rentsRents (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents). Any percentage rents The amount of any unapplied security deposits under Space the Leases held by Seller in cash at the time of Closing shall be prorated on the basis of the ratio of the number of days expired before Closing to the number of days after Closing. In the event that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar year in which the Closing occurs. All such adjustments will be paid in cash to the party entitled thereto. All security deposits shall be transferred to Purchaser or credited against the Purchase Price and all obligations with respect to such Price; accordingly, Seller shall retain the actual cash deposits. If any security deposits are in the form of a letter of credit, Seller shall assign its interest in the letter of credit to Purchaser (to the extent assignable) and/or, at Purchaser's election, assist Purchaser to become the beneficiary thereunder, and deliver the original letter of credit to Purchaser at Closing. All costs to assign such letter of credit shall, unless payable by the tenant, be assumed borne by Purchaser.

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

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

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

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

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

Rents. All fixed (A) Fixed or minimum rents, taxes and additional rentals assessments and compactor charges (collectively referred to in this Section 7.2(d)(ii)(A) as "Rents") payable by tenants under the Space Leases and other tenant charges, in each case as and when actually received, shall be prorated as of the Cut Off TimeClosing Date (whether such collection occurs prior to, on, or after the Closing Date). Seller Acquiror shall deliver or provide receive a credit for the amounts actually received by Contributor on or before the Closing Date and which pertain to Purchaser in an amount equal to all prepaid rents for periods any period after the Closing Date. Rents Acquiror shall not receive a credit at the Closing for any rents for the month in which the Closing occurs which are delinquent as in arrears and have not then been received. Notwithstanding any provision of the Closing Date shall not be prorated on the Closing Date and Seller shall retain the right to pursue the collection of such delinquent rents; provided that in connection with such efforts Seller this Agreement, Contributor shall have no right to terminate any Space Lease or to initiate any eviction proceeding against the applicable tenant thereunder. To the extent Purchaser receives rents (including operating expenseright, tax and insurance charges payable by a Space Lessee) on or after the Closing Date that such Space Lessee designates are payable as delinquent rents for any period in its sole discretion prior to Closing, to apply any security deposits held by Contributor under any Leases to remedy any default or delinquencies under such Leases in accordance with the terms thereof. As to any tenants that are delinquent in the payment of Rent or other charges on the Closing Date, Purchaser shall promptly deliver such amounts to Seller. Purchaser Acquiror shall use good faith reasonable efforts (at no cost but shall not be required to Purchasercommence legal action) to collect any or cause to be collected such delinquent rentsrents for twelve (12) months following the Closing Date. Any percentage rents under Space Leases and all Rents and other charges so collected by Acquiror following the Closing (less a deduction for all reasonable collection costs and expenses incurred by Acquiror) shall be prorated on the basis of the ratio of the number of days expired before Closing successively applied to the number payment of days after Closing. In (1) Rent and other charges due and payable in the event that month in which the proration of operating expensesClosing occurs, taxes, insurance (2) Rent and other charges and/or percentage rent cannot be fully prorated because of due and payable in the unavailability of information then such proration will be tentatively prorated on months succeeding the best available information month in which the Closing occurs (up to and Seller including the month in which payment is made) and Purchaser will make (3) Rent and other charges due and payable in the appropriate final adjustments within ninety (90) days following months preceding the end of the calendar year month in which the Closing occurs. All such adjustments will be paid in cash If all or part of any Rents or other charges received by Acquiror following the Closing are allocable to Contributor pursuant to the party entitled thereto. All security deposits foregoing sentence, then such sums shall be transferred promptly paid to Purchaser Contributor. Contributor reserves the right to collect delinquent Rents and other charges owed to Contributor and to pursue any damages remedy Contributor may have against any tenant or credited against the Purchase Price and all obligations former tenants with respect to such security deposits delinquent Rents and other charges, but shall be assumed by Purchaserhave no right to exercise any other remedy under the Lease (including, without limitation, termination, eviction, or commencing involuntary bankruptcy proceeding against tenants). Contributor shall promptly pay to Acquiror amounts allocable to Acquiror pursuant to this Section.

Rents. All fixed Landlord and additional rentals Tenant jointly and severally acknowledge that the Lease Assignment provides for the direct payment to Lender of all rents and other monies due and to become due to Landlord under the Space Leases Lease upon the occurrence of certain conditions as set forth in the Lease Assignment without Lender's taking possession of the Leased Premises or otherwise assuming Landlord's position or any of Landlord's obligations under the Lease. Upon receipt from Lender of written notice to pay all such rents and other tenant chargesmonies to or at the direction of Lender, in each case as Landlord authorizes and when actually receiveddirects Tenant thereafter to make all such payments to or at the direction of Lender, releases Tenant of any and all liability to Lender for any and all payment so made, and shall be prorated as defend, indemnify and hold Tenant harmless from and against any and all claims, demands, losses, or liabilities asserted by, through or under Landlord (except by Lender) for any and all payments so made. Upon receipt of such notice, Tenant thereafter shall pay all monies then due and becoming due from Tenant under the Lease to or at the direction of Lender, notwithstanding any provision of the Cut Off TimeLease to the contrary. Seller Tenant agrees that neither Lender's demanding or receiving any such payments, nor Lender's exercising any other right, remedy, privilege, power or immunity granted by the Mortgage or the Lease Assignment, will operate to impose any liability upon Lender for performance of any obligation of Landlord under the Lease, except as set forth in Paragraph 5 of this Agreement and except as Lender elects otherwise in writing. Such payments shall deliver or provide a credit continue until Lender directs Tenant otherwise in writing. Tenant agrees not to Purchaser pay any rent under the Lease more than 30 days in an amount equal advance without Lender's consent. The provisions of this Paragraph 7 will apply from time to all prepaid rents for periods after time throughout the Closing Date. Rents which are delinquent as term of the Closing Date shall not be prorated on the Closing Date and Seller shall retain the right to pursue the collection of such delinquent rents; provided that in connection with such efforts Seller shall have no right to terminate any Space Lease or to initiate any eviction proceeding against the applicable tenant thereunder. To the extent Purchaser receives rents (including operating expense, tax and insurance charges payable by a Space Lessee) on or after the Closing Date that such Space Lessee designates are payable as delinquent rents for any period prior to the Closing Date, Purchaser shall promptly deliver such amounts to Seller. Purchaser shall use good faith efforts (at no cost to Purchaser) to collect any such delinquent rents. Any percentage rents under Space Leases shall be prorated on the basis of the ratio of the number of days expired before Closing to the number of days after Closing. In the event that the proration of operating expenses, taxes, insurance charges and/or percentage rent cannot be fully prorated because of the unavailability of information then such proration will be tentatively prorated on the best available information and Seller and Purchaser will make the appropriate final adjustments within ninety (90) days following the end of the calendar year in which the Closing occurs. All such adjustments will be paid in cash to the party entitled thereto. All security deposits shall be transferred to Purchaser or credited against the Purchase Price and all obligations with respect to such security deposits shall be assumed by PurchaserLease.

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