Common use of Rents Clause in Contracts

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

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

Rents. Seventy-five percent (75%) of all paid rentsCurrent and advance rentals; operating expenses, including revenues real estate tax and insurance escalations and adjustments and other charges of any kind, together with any other sums paid payable by the tenant (other than security deposit), under the Tenant Lease (collectively, "Expense Contributions"); utility charges and deposits made by Seller with respect to utilities; and all other items of accrued or prepaid income and expenses (except delinquent rents) shall be prorated on an accrual basis up to and including the Proration Date on the basis of the most recent ascertainable amounts of or other reliable information in respect to each such item of income and expense. When actual Expense Contributions for the year in which Closing occurs are known, Purchaser shall bill the tenant for the additional amount, if any, owed by ▇▇ as a result of non-payment or underpayment of the tenant's share of Expense Contributions for the year to which such Expense Contributions apply under the Tenant Lease. Upon collection of such amounts, the same shall be prorated between Seller and Purchaser, and Purchaser shall pay Seller all amounts due Seller for the period prior to the Proration Date. The amount of any refund or credit to the tenant as a result of collection by Seller prior to the Closing Date of payments by the tenant for Expense Contributions which exceed the actual amount of such Expense Contributions owed by the tenant for the period prior to the Closing Date shall be paid to Purchaser as soon as reasonably practical after such Expense Contributions are known. Until but not after the first anniversary of the Closing, Seller shall have the right to inspect the books and records of the Property to verify that Purchaser is remitting to Seller all amounts to be remitted to Seller according to the terms of this Agreement, and for any other purpose related to Seller's prior ownership of the Property. Notwithstanding the foregoing, if the amounts to be prorated hereunder can be established with certainty at Closing, the appropriate party shall receive credit therefor at Closing, which credit shall be final and in lieu of any proration contemplated hereby. The parties agree that any re-adjustment of the items referenced in this Section 6.5 shall occur within two years after the Closing Date; if not re-adjusted prior to the date two years after the Closing Date, no further re-adjustment thereof shall be thereafter made. All basic rent and other amounts payable by the tenant to landlord under the Tenant Lease will be prorated as of the Closing Proration Date. In the event that, at that on the time of Closing, there are any past Closing Date the tenant is delinquent (i) to Seller for amounts due or delinquent rents owing by the tenant of the Property, GT Gateway shall have the exclusive right to collect such past due or delinquent rents and shall remit to Highwoods in cash to the extent, and only to the extent, that the rents received by GT Gateway accrued from the tenant owing past prior to the Proration Date, then (ii) the balance to Purchaser; if Purchaser recovers any such delinquent amounts, the same shall be distributed in the following order of priority: (i) to Purchaser for amounts due or delinquent rents exceed accrued from the sum of the aggregate rents and other sums payable by such tenant for periods from and after the Closing Date Proration Date, then (ii) the balance to Seller. Seller agrees that it shall be responsible for and shall indemnify, defend and hold Purchaser harmless from, and promptly pay when due, all real estate commissions due under the Tenant Lease (but in all events excluding any real estate commissions due and payable with respect to any renewal, extension or expansion of the Tenant Lease which may occur subsequent to the date Closing, which shall be the sole obligation of receiptPurchaser). In addition, Seller shall be responsible for and then only if Highwoods has notified GT Gateway at Closing that promptly pay when due any remaining tenant improvement allowances which Seller may owe the tenant under the Tenant Lease is delinquent in its rent as of relating to the Closing Date. GT Gateway will make a commercially reasonable good faith effort to collect after Closing any rents which are delinquent and owing to Highwoods at Closing, but GT Gateway shall have no obligation to file suit to collect such amounts, provided if GT Gateway fails to file suit to collect such amounts after being requested to do so by Highwoods, Highwoods shall have the right to collect all rents owed to Highwoods at the time of Closing, which shall include Highwoods’ filing of suit, if necessary, to collect such amounts. In the event that, after Closing, Highwoods receives any payments of rent or other sums due from the initial tenant under the Lease that relate to periods from and after Closing, Highwoods shall promptly forward to GT Gateway such payments. It is agreed by GT Gateway that the sums improvements to be paid by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the years 2004 and 2005 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to Highwoods and GT Gateway, as applicable, when paid by the tenant under the Lease. GT Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT Gateway be required to do so until allowed under the Lease), provided Highwoods must furnish to GT Gateway all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, GT Gateway shall deliver to Highwoods any and all rents accrued but uncollected as of the Closing Date constructed pursuant to the extent subsequently collected by GT Gateway, and to the extent GT Gateway receive such rents, shall apply rents received after Closing to the extent the same are delinquent first to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods and GT Gateway pro rata in accordance with their respective period of ownership as set forth in this Section 7(e)(iv) below) but only after rent due and owing to GT Gateway have been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to GT Gateway (to the extent assignable) and deliver the original letter of credit to GT Gateway at ClosingTenant Lease.

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

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

Rents. Seventy-five percent All collected Rents shall be prorated between Seller and Buyer as of 12:01 a.m. on the Closing Date. Seller shall be entitled to all Rents attributable to the period up to but not including the Closing Date. Buyer shall be entitled to all Rents attributable to any period on and after the Closing Date. Except with respect to percentage rents (75%) of all paid rents, including revenues and charges of any kind, together with any other sums paid by the tenant (other than security deposit), under the Lease, which shall be prorated as provided below), Rents not collected as of the Closing Date. In the event that, Date shall not be prorated at the time of Closing. With respect to percentage rent due from any tenant, there are any past due or delinquent rents owing by the tenant of the Property, GT Gateway shall have the exclusive right to collect such past due or delinquent rents Buyer and shall remit to Highwoods in cash to the extent, and only to the extent, Seller agree that the rents received by GT Gateway from the tenant owing past due or delinquent rents exceed the sum of the aggregate rents and other sums payable by such tenant for periods from and after the Closing Date to the date of receipt, and then only if Highwoods has notified GT Gateway at Closing that the tenant under the Lease is delinquent in its rent as of the Closing Date. GT Gateway will make a commercially reasonable good faith effort to collect after Closing any rents which are delinquent and owing to Highwoods at Closing, but GT Gateway shall have no obligation to file suit to collect such amounts, provided if GT Gateway fails to file suit to collect such amounts after being requested to do so by Highwoods, Highwoods shall have the right to collect all rents owed to Highwoods at the time of Closing, which shall include Highwoods’ filing of suit, if necessary, to collect such amounts. In the event that, after Closing, Highwoods receives any payments of estimated percentage rent or other sums due from the tenant under the Lease that relate to periods from and after Closing, Highwoods shall promptly forward to GT Gateway such payments. It is agreed by GT Gateway that the sums to be paid by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the years 2004 and 2005 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to Highwoods and GT Gateway, as applicable, when paid by the tenant under the Lease. GT Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT Gateway be required to do so until allowed under the Lease), provided Highwoods must furnish to GT Gateway all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease prorated for the calendar year 2004in which the Closing occurs (even though the same may not have been collected as of the Closing) based upon the amount of percentage rent due from such tenant for the calendar year immediately prior to the calendar year in which the Closing occurs. During the period after After Closing, GT Gateway Buyer shall deliver make a good faith effort for a period not less than six (6) months to Highwoods collect any and all rents accrued but uncollected Rents not collected as of the Closing Date on Seller's behalf and to tender the same to Seller upon receipt (which obligation of Buyer shall survive the Closing and not be merged therein); provided, however, that all Rents collected by Buyer on or after the Closing date shall first be applied to all amounts due under the Leases at the time of collection (i.e., current Rents and sums due Buyer as the current owner and landlord) with the balance (if any) payable to Seller, but only to the extent subsequently collected by GT Gatewayof amounts delinquent and actually due Seller. Seller agrees that the invoicing of delinquent tenants on a monthly basis shall constitute a good faith effort and Buyer shall not be obligated to enforce its rights under the Leases, or threaten such enforcement, or to bring any proceedings in a court of law or equity. Buyer shall not have an exclusive right to collect the sums due Seller under the Leases, and Seller hereby retains its rights to pursue any tenant under the Leases for sums due Seller for periods attributable to Seller's ownership of the Property (including, without limitation, any percentage rent that may be due with respect to any period of time prior to Closing, regardless of when the same is to be paid to the extent GT Gateway receive owner of the Property pursuant to the terms of the applicable Lease); provided, however, that Seller (i) shall be required to notify Buyer in writing of its intention to commence or pursue such rents, legal proceedings; (ii) shall apply rents received only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after Closing and shall commence such proceeding, if at all, prior to the extent 1st anniversary of the same are delinquent first Closing Date; and (iii) shall not be permitted to payment commence or pursue any legal proceedings against any tenant seeking eviction of current Rent then due, such tenant or the termination of the underlying lease. The terms of the immediately preceding sentence shall survive the Closing and thereafter to delinquent rents (other than “true up” payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall not be allocated between Highwoods and GT Gateway pro rata in accordance with their respective period of ownership as set forth in this Section 7(e)(iv) below) but only after rent due and owing to GT Gateway have been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to GT Gateway (to the extent assignable) and deliver the original letter of credit to GT Gateway at Closingmerged therein.

Rents. Seventy-five percent (75%) of all paid rentsAll base rent, including revenues additional rent and charges of any kind, together with any other sums actually paid by the tenant (other than security deposit), under the LeaseLeases (including, without limitation, amounts owed by Tenants at the Property as periodic estimates of the costs of utilities, insurance, maintenance, repairs and other operating expenses), shall be prorated and apportioned between the respective Sellers and Purchaser at Closing on a per diem basis as of 11:59 P.M. on the Pro Ration Date, provided that delinquent amounts shall not be considered in such calculation. After the Closing Date. In , payments of monthly base rent and other amounts due under the event thatLeases received by Purchaser shall be applied, at first, to current amounts due and owing, second, to past-due amounts owing and starting with the time of Closingmost recent delinquency, there are any past due or delinquent rents owing by and third (if and to the tenant extend not paid as a result of the Propertyforegoing), GT Gateway to past-due amounts unpaid for the period prior to the Closing Date, which amounts shall be payable to Sellers after deducting therefrom any of Purchaser's reasonable, out of pocket costs of collection, including, without limitation, reasonable attorneys' fees (provided that Purchaser shall use reasonable efforts to collect such amounts using its in-house legal and other personnel). Purchaser will have the exclusive no obligation to incur any cost or expense or institute any litigation to collect delinquent rents, percentage rents, or other costs or charges owed to Sellers, and Sellers will not exercise any right to collect such past due or delinquent rents and shall remit amounts unless Purchaser fails to Highwoods in cash use reasonable efforts to the extent, and only do so. If Purchaser fails to the extent, that the rents received by GT Gateway from the tenant owing past due or delinquent rents exceed the sum of the aggregate rents and other sums payable by such tenant for periods from and after the Closing Date to the date of receipt, and then only if Highwoods has notified GT Gateway at Closing that the tenant under the Lease is delinquent in its rent as of the Closing Date. GT Gateway will make a commercially use reasonable good faith effort to collect after Closing any rents which are delinquent and owing to Highwoods at Closing, but GT Gateway shall have no obligation to file suit efforts to collect such delinquent amounts, provided if GT Gateway fails to file suit to collect such amounts after being requested to do so by Highwoods, Highwoods Sellers shall have the right to collect pursue all rights and remedies against the Tenants to recover any such delinquencies, except that Sellers shall not be entitled to threaten to dispossess such Tenants but may otherwise institute suit against any Tenant under the Leases. The provisions of this Section 11.4 shall survive Closing. (1) Purchaser shall receive a credit at Closing for all rents owed and other charges actually collected prior to Highwoods at the time of Closing, which shall include Highwoods’ filing of suit, if necessary, to collect such amounts. In the event that, after Closing, Highwoods receives any payments of rent or other sums due from the tenant under the Lease that relate to periods from and after Closing, Highwoods shall promptly forward to GT Gateway such payments. It is agreed by GT Gateway that the sums to be paid by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the years 2004 and 2005 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to Highwoods and GT Gateway, as applicable, when paid by the tenant under the Lease. GT Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT Gateway be required to do so until allowed under the Lease), provided Highwoods must furnish to GT Gateway all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, GT Gateway shall deliver to Highwoods any and all rents accrued but uncollected as of the Closing Date to the extent subsequently collected by GT Gateway, and to the extent GT Gateway receive such rents, shall apply rents received after Closing to the extent the same are delinquent first relating to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods and GT Gateway pro rata in accordance with their respective any period of ownership as set forth in this Section 7(e)(iv) below) but only after rent due and owing to GT Gateway have been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to GT Gateway (to the extent assignable) and deliver the original letter of credit to GT Gateway at Closing.

Rents. Seventy-five percent All fixed and additional rentals under the Leases, and other tenant charges. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Adjustment Date to Buyer on the Closing Date. Rents which are delinquent as of the Adjustment Date shall not be prorated on the Closing Date. Buyer shall include such delinquencies in its normal billing and shall use commercially reasonable efforts to collect the same after the Closing Date (75%) of all paid rents, including revenues and charges of but Buyer shall not be required to litigate or declare a default in any kind, together with any other sums paid by lease). To the tenant extent Buyer receives rents (other than security deposit)"Additional Amounts", as hereinafter defined) after the Adjustment Date, such payments shall be applied first toward then current rent owed to Buyer in connection with the applicable lease for which such payments are received, and finally any excess monies received shall be applied toward the payment of any delinquent rents in the inverse order in which they accrued, with Seller's share thereof being promptly delivered to Seller. Buyer may not waive any delinquent rents nor modify a lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent. Common area charges, taxes, operating expense and other similar expense reimbursement obligations of the tenants under the LeaseLeases, as well as any percentage payable thereunder (collectively, "Additional Amounts") shall be prorated as of the Adjustment Date. The parties will finalize such Additional Amounts prorations on the Closing Date or as soon as practicable thereafter (but in any event not later than September 15, 1998) In order for the parties to determine the credits and adjustments herein provided for, no later than three (3) business days prior to the Closing Date, Seller will deliver to Buyer (or otherwise make available to Buyer) copies of all relevant portions of its books and records and all back-up or supporting documentation corroborating the amount paid by Seller and the amount received from the tenants in respect of Additional Amounts, and at Closing, Seller shall deliver to Buyer at the Property copies of the same information for each that has audit rights and the ability to challenge any prior year's reconciliations. In Seller agrees to cooperate in good faith and with reasonable diligence in providing to Buyer as and when needed copies of all relevant invoices, bills, evidence of payment and other information required by Buyer to make any required post-Closing reconciliations of Additional Amounts. Proration of expense items contained in the event calculation of the Additional Amounts shall be made on the basis that Seller shall be entitled to reimbursement of the applicable expenses incurred by Seller (annualized or otherwise appropriately apportioned) on or prior to the Adjustment Date. To the extent that, at the time of Closingbased on such determinations, there are any past due or delinquent rents owing by the tenant Seller has received amounts in excess of the Propertyamount due Seller, GT Gateway then Buyer shall have receive a credit equal to such excess amount on the exclusive right Closing Date (or if determined thereafter, then Seller shall deliver such amounts to collect Buyer within fifteen (15) days of such past due or delinquent rents and determination). To the extent that Seller has received an amount less than the amount so due, Buyer shall remit deliver such shortfall amount to Highwoods Seller within fifteen (15) days after such amounts are received from the respective tenants. The amount of percentage rent to be allocated to Seller with respect to each Tenant Lease for the lease year (the "Current Lease Year") in cash which the Closing Date occurs shall be that amount equal to the extent, and only to the extent, that the rents received by GT Gateway from the tenant owing past due or delinquent rents exceed the sum amount of the aggregate rents and other sums payable percentage rent owed by such tenant for periods from the lease year multiplied by a fraction, the numerator of which is the number of days in such lease year prior to and including the Adjustment Date, and the denominator of which is the total number of days in such lease year. Buyer shall receive a credit at Closing equal to the amount, if any, of percentage rent received by Seller as of the Adjustment Date which is allocable to any period of time after the Closing Date Adjustment Date. Buyer shall not be obligated to pay or credit Seller any sum on account of the date proration of receiptpercentage rent as aforesaid unless and until the percentage rent to be prorated as aforesaid shall be received by Buyer. Buyer shall reasonably endeavor to collect delinquencies owed to Seller hereunder (but shall not be require to litigate or declare a default in any lease); provided, however, that Buyer shall not waive any claims for delinquencies relating to Seller's period of ownership without Seller's prior written consent. With respect to delinquent rents, Additional Amounts and then only if Highwoods has notified GT Gateway at Closing that any other amounts or other rights of any kind respecting tenants who are no longer tenants of the tenant under the Lease is delinquent in its rent Property as of the Closing Date. GT Gateway will make a commercially reasonable good faith effort to collect after Closing any rents which are delinquent and owing to Highwoods at Closing, but GT Gateway Seller shall have no obligation to file suit to collect such amounts, provided if GT Gateway fails to file suit to collect such amounts after being requested to do so by Highwoods, Highwoods shall have the right to collect retain all rents owed to Highwoods at the time of Closing, which shall include Highwoods’ filing of suit, if necessary, to collect such amounts. In the event that, after Closing, Highwoods receives any payments of rent or other sums due from the tenant under the Lease that relate to periods from and after Closing, Highwoods shall promptly forward to GT Gateway such payments. It is agreed by GT Gateway that the sums to be paid by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the years 2004 and 2005 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to Highwoods and GT Gateway, as applicable, when paid by the tenant under the Lease. GT Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT Gateway be required to do so until allowed under the Lease), provided Highwoods must furnish to GT Gateway all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, GT Gateway shall deliver to Highwoods any and all rents accrued but uncollected as of the Closing Date to the extent subsequently collected by GT Gateway, and to the extent GT Gateway receive such rents, shall apply rents received after Closing to the extent the same are delinquent first to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods and GT Gateway pro rata in accordance with their respective period of ownership as set forth in this Section 7(e)(iv) below) but only after rent due and owing to GT Gateway have been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to GT Gateway (to the extent assignable) and deliver the original letter of credit to GT Gateway at Closingrights relating thereto.

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

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

Rents. SeventyAll collected rents and other payments from tenants under the leases shall be prorated between Seller and Buyer as of the day prior to the Closing Date in accordance with the proration principles set forth in this Article 5. As used herein, the term "Revenue" shall include base rent, minimum rent, fixed rent, percentage rent, additional rent, expense reimbursements, operating cost pass-five percent (75%) of all paid rentsthroughs, including revenues utility charges, common area maintenance charges, administrative charges, reimbursements for property taxes and assessments, insurance charges of any kind, together with and any other sums paid by the tenant (other than security deposit), or charges payable to Seller under the Lease, Leases and the REA's. Seller shall be prorated entitled to all Revenue attributable to any period under the Leases and REA's to but not including the Closing Date. Buyer shall be entitled to all Revenue attributable to any period under the Leases and REA's on and after the Closing Date. Revenue due to Seller and not collected as of the Closing Date. In the event that, Date shall not be prorated at the time of Closing, there are any past but Buyer shall make a good faith effort for one year after Closing to collect the same on Seller's behalf and to tender the same to Seller upon receipt (which obligation of Buyer shall survive the Closing and not be merged therein); provided, however, that all Revenue collected by Buyer on or after the Closing Date shall first be applied to all amounts due under the Leases or REA's as the case may be, at the time of collection (i.e., current rents and sums due Buyer as the current owner and landlord) with the balance (if any) payable to Seller, but only to the extent of amounts delinquent rents owing by the tenant of the Property, GT Gateway and actually due Seller and after deducting Buyer's reasonable collection expense. Buyer shall have the exclusive right and obligation to collect such past the sums due or delinquent rents Seller under the Leases for six (6) months following Closing, but Seller hereby retains its rights to pursue any tenant under any lease which has been terminated and shall remit to Highwoods in cash to the extent, and only to the extent, that the rents received by GT Gateway from under which the tenant owing past due has vacated its premises prior to Closing, or delinquent rents exceed the sum of the aggregate rents and any other sums payable by such tenant for periods lease from and after the date that is six (6) months after Closing Date for sums due Seller for periods attributable to Seller's ownership of the date Property; provided, however, that Seller shall not be permitted to commence or pursue any legal proceedings against any tenant seeking eviction of receipt, and then only if Highwoods has notified GT Gateway at Closing that such tenant or the tenant termination of the underlying lease. Seller's rights under the Lease is delinquent in its rent as of immediately preceding sentence shall survive the Closing Dateand not be merged therein. GT Gateway will make Buyer shall receive a commercially reasonable good faith effort to collect after Closing any rents which are delinquent and owing to Highwoods at Closing, but GT Gateway shall have no obligation to file suit to collect such amounts, provided if GT Gateway fails to file suit to collect such amounts after being requested to do so by Highwoods, Highwoods shall have credit against the right to collect all rents owed to Highwoods at Purchase Price for pre-paid Revenue covering the time of Closing, which shall include Highwoods’ filing of suit, if necessary, to collect such amounts. In the event that, after Closing, Highwoods receives any payments of rent or other sums due from the tenant under the Lease that relate to periods from period on and after Closing, Highwoods shall promptly forward to GT Gateway such payments. It is agreed by GT Gateway that the sums to be paid by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the years 2004 and 2005 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to Highwoods and GT Gateway, as applicable, when paid by the tenant under the Lease. GT Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT Gateway be required to do so until allowed under the Lease), provided Highwoods must furnish to GT Gateway all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, GT Gateway shall deliver to Highwoods any and all rents accrued but uncollected as of the Closing Date to the extent subsequently collected by GT Gateway, and to the extent GT Gateway receive such rents, shall apply rents received after Closing to the extent the same are delinquent first to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods and GT Gateway pro rata in accordance with their respective period of ownership as set forth in this Section 7(e)(iv) below) but only after rent due and owing to GT Gateway have been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to GT Gateway (to the extent assignable) and deliver the original letter of credit to GT Gateway at Closing.

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

Rents. SeventyAll non-five percent (75%) of all paid rents, including revenues and charges of any kind, together with any other sums paid by the tenant (other than security deposit), under the Lease, delinquent rents shall be prorated on an accrual basis; however, Purchaser shall receive no credit for any outstanding rental concessions or future rent credits. Purchaser shall receive credit for rents on the day of Closing. In the event Seller receives any payments of rent from tenants subsequent to Closing that are applicable to any period after Closing, such payments shall be endorsed by Seller in favor of Purchaser and promptly delivered to Purchaser. In the event Purchaser receives any payments of any delinquent rent from tenants subsequent to Closing that are applicable to periods prior to the Closing, such payments shall, as applicable, either be endorsed by Purchaser in favor of Seller and promptly delivered to Seller or promptly paid to Purchaser by Seller. Purchaser shall use commercially reasonable efforts to collect delinquent rent from tenants owed to Seller prior to Closing, but Purchaser shall not be obligated to commence eviction efforts in an effort to collect rents. Purchaser shall be entitled to apply all payments by tenants first to the payment of current rent and other charges and second to the payment of pre-Closing delinquent rent when the current month’s rent is past due; but rent payments received more than ten (10) days prior to their due date during the two (2) months next following the month of the Closing Date shall be presumed to be a “catch-up” payment of pre-Closing delinquent rent (unless any such payment is accompanied by a notation from the tenant indicating to the contrary) and shall be remitted to Seller. The refundable portion of all tenant deposits and accrued interest as to those leases that provide that the landlord shall pay interest on such deposits shall be credited by Seller to Purchaser at Closing. Purchaser shall receive no credit for any non-refundable fees or deposits unless the date, circumstance or event which makes same non-refundable has not occurred as of the Closing Date. In the event that, at the time of Closing, there are any past due or delinquent rents owing by the tenant of the Property, GT Gateway shall have the exclusive right to collect such past due or delinquent rents and shall remit to Highwoods in cash to the extent, and only to the extent, that the rents received by GT Gateway from the tenant owing past due or delinquent rents exceed the sum of the aggregate rents and other sums payable by such tenant for periods from and after the Closing Date to the date of receipt, and then only if Highwoods has notified GT Gateway at Closing that the tenant under the Lease is delinquent in its rent as of the Closing Date. GT Gateway will make a commercially reasonable good faith effort to collect after Closing any rents which are delinquent and owing to Highwoods at Closing, but GT Gateway shall have no obligation to file suit to collect such amounts, provided if GT Gateway fails to file suit to collect such amounts after being requested to do so by Highwoods, Highwoods shall have the right to collect all rents owed to Highwoods at the time of Closing, which shall include Highwoods’ filing of suit, if necessary, to collect such amounts. In the event that, after Closing, Highwoods receives any payments of rent or other sums due from the tenant under the Lease that relate to periods from and after Closing, Highwoods shall promptly forward to GT Gateway such payments. It is agreed by GT Gateway that the sums to be paid by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the years 2004 and 2005 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to Highwoods and GT Gateway, as applicable, when paid by the tenant under the Lease. GT Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT Gateway be required to do so until allowed under the Lease), provided Highwoods must furnish to GT Gateway all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, GT Gateway shall deliver to Highwoods any and all rents accrued but uncollected as of the Closing Date to the extent subsequently collected by GT Gateway, and to the extent GT Gateway receive such rents, shall apply rents received after Closing to the extent the same are delinquent first to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods and GT Gateway pro rata in accordance with their respective period of ownership as set forth in this Section 7(e)(iv) below) but only after rent due and owing to GT Gateway have been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to GT Gateway (to the extent assignable) and deliver the original letter of credit to GT Gateway at Closing.

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

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

Rents. Seventy-five percent All fixed and additional rentals under the Leases, and other tenant charges. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date (75%to the extent not applied or forfeited prior to the Closing Date) to Buyer on the Closing Date. Rents which are delinquent as of all paid rents, including revenues the Closing Date shall not be prorated on the Closing Date. Buyer shall include such delinquencies in its normal billing and charges shall use commercially reasonable efforts to collect the same for a period of ninety (90) days after the Closing Date (but Buyer shall not be required to litigate or declare a default in any kind, together with any other sums paid by lease). To the tenant extent Buyer receives rents (other than security deposit)"Additional Amounts", as hereinafter defined) on or after the Closing Date, such payments shall be applied first toward then current rent owed to Buyer in connection with the applicable lease for which such payments are received, and finally toward any excess monies received shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. Until the date that is ninety (90) days after the Closing Date, Buyer may not waive any delinquent rents nor modify a lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent. Common area charges, taxes, operating expense and other similar expense reimbursement obligations of the tenants under the LeaseLeases, as well as any percentage payable thereunder (collectively, "Additional Amounts") shall be prorated effective as of the Closing Date. In the event that, at the time of Closing, there are any past due or delinquent rents owing by the tenant of the Property, GT Gateway shall have the exclusive right to collect The parties will finalize such past due or delinquent rents and shall remit to Highwoods in cash to the extent, and only to the extent, that the rents received by GT Gateway from the tenant owing past due or delinquent rents exceed the sum of the aggregate rents and other sums payable by such tenant for periods from and after Additional Amounts prorations on the Closing Date or as soon as practicable thereafter (but in any event not later than December 15, 1997). Proration of expense items contained in the calculation of the Additional Amounts shall be made on the basis that Seller shall be entitled to reimbursement of the applicable expenses paid by Seller (annualized or otherwise appropriately apportioned) prior to the date Closing Date. To the extent that, based on such determinations, Seller has received amounts in excess of receiptthe amount due Seller, then Seller shall deliver such excess amount to Buyer on the Closing Date (or if determined thereafter, then within 15 days of such determination). To the extent that Seller has received an amount less than the amount so due, Buyer shall deliver such shortfall amount to Seller on the Closing Date (or if determined thereafter, then within 15 days of such determination). The amount of percentage rent to be allocated to Seller with respect to each Tenant Lease for the lease year (the "Current Lease Year") in which the Closing Date occurs shall be that amount equal to (i) the amount by which (A) the tenant's gross receipts (to the extent taken into account in determining percentage rent under such Tenant Lease) for that portion of such Current Lease Year occurring prior to the Closing Date exceed (B) the "Allocable Base Amount", multiplied by (ii) the percentage specified in such Tenant Lease to be used in determining such tenant's percentage rent for such Current Lease Year. The "Allocable Base Amount" means that portion of the "Base Amount" for such Current Lease Year determined by multiplying such Base Amount for the entire Current Lease Year by a fraction, the numerator of which is the number of days in such Current Lease Year occurring prior to the Closing Date and then only if Highwoods has notified GT Gateway at Closing the denominator of which is the number of days of such Current Lease Year. "Base Amount" is the amount specified in each Tenant Lease for such Current Lease Year that must be exceeded by the sales of the tenant under during such Current Lease Year before such tenant shall be obligated thereunder to pay percentage rent for such Current Lease Year. Buyer shall not be obligated to pay or credit Seller any sum on account of the Lease is proration of percentage rent as aforesaid unless and until the percentage rent to be prorated as aforesaid shall be received by Buyer. With respect to delinquent in its rent rents, Additional Amounts and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date. GT Gateway will make a commercially reasonable good faith effort to collect after Closing any rents which are delinquent and owing to Highwoods at Closing, but GT Gateway Seller shall have no obligation to file suit to collect such amounts, provided if GT Gateway fails to file suit to collect such amounts after being requested to do so by Highwoods, Highwoods shall have the right to collect retain all rents owed to Highwoods at the time of Closing, which shall include Highwoods’ filing of suit, if necessary, to collect such amounts. In the event that, after Closing, Highwoods receives any payments of rent or other sums due from the tenant under the Lease that relate to periods from and after Closing, Highwoods shall promptly forward to GT Gateway such payments. It is agreed by GT Gateway that the sums to be paid by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the years 2004 and 2005 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to Highwoods and GT Gateway, as applicable, when paid by the tenant under the Lease. GT Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT Gateway be required to do so until allowed under the Lease), provided Highwoods must furnish to GT Gateway all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, GT Gateway shall deliver to Highwoods any and all rents accrued but uncollected as of the Closing Date to the extent subsequently collected by GT Gateway, and to the extent GT Gateway receive such rents, shall apply rents received after Closing to the extent the same are delinquent first to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods and GT Gateway pro rata in accordance with their respective period of ownership as set forth in this Section 7(e)(iv) below) but only after rent due and owing to GT Gateway have been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to GT Gateway (to the extent assignable) and deliver the original letter of credit to GT Gateway at Closingrights relating thereto.

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

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

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

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

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

Rents. Seventy-five percent (75%) All collected Rents shall be prorated between Seller and Buyer as of the day prior to the Closing Date. Seller shall be entitled to all paid Rents attributable to any period to but not including the Closing Date. Buyer shall be entitled to all Rents attributable to any period on and after the Closing Date. For purposes of determining each of Buyer's and Seller's pro rata share of percentage rents, including revenues the amount "attributable" to the period prior to the Closing Date shall be equal to (a) the aggregate amount of such percentage rents actually collected for the calendar year in which the Closing occurs multiplied by (b) a fraction, the numerator of which shall be the number of days prior to the Closing Date that the applicable tenant leases space at the Property during the calendar year in which the Closing occurs and charges the denominator of any kind, together which shall be 365. Except with any other sums paid by the tenant respect to percentage rents (other than security deposit), under the Lease, which shall be prorated as provided hereinbelow), Rents not collected as of the Closing Date. In the event that, Date shall not be prorated at the time of Closing. With respect to percentage rent due from any tenant, there are any past due or delinquent rents owing by Buyer and Seller agree that at Closing estimated percentage rent shall be prorated for the tenant calendar year in which the Closing occurs (even though the same may not have been collected as of the Property, GT Gateway shall have Closing) based upon the exclusive right to collect such past amount of percentage rent due or delinquent rents and shall remit to Highwoods in cash to the extent, and only to the extent, that the rents received by GT Gateway from the tenant owing past due or delinquent rents exceed the sum of the aggregate rents and other sums payable by such tenant for periods from and after the calendar year immediately prior to the calendar year in which the Closing Date to the date of receiptoccurs. After Closing, and then only if Highwoods has notified GT Gateway at Closing that the tenant under the Lease is delinquent in its rent as of the Closing Date. GT Gateway will Buyer shall make a commercially reasonable good faith effort to collect after Closing any rents which are delinquent and owing to Highwoods at Closing, but GT Gateway shall have no obligation to file suit to collect such amounts, provided if GT Gateway fails to file suit to collect such amounts after being requested to do so by Highwoods, Highwoods shall have the right to collect all rents owed to Highwoods at the time of Closing, which shall include Highwoods’ filing of suit, if necessary, to collect such amounts. In the event that, after Closing, Highwoods receives any payments of rent or other sums due from the tenant under the Lease that relate to periods from and after Closing, Highwoods shall promptly forward to GT Gateway such payments. It is agreed by GT Gateway that the sums to be paid by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the years 2004 and 2005 Rents not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to Highwoods and GT Gateway, as applicable, when paid by the tenant under the Lease. GT Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT Gateway be required to do so until allowed under the Lease), provided Highwoods must furnish to GT Gateway all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, GT Gateway shall deliver to Highwoods any and all rents accrued but uncollected collected as of the Closing Date on Seller's behalf and to tender the same to Seller upon receipt (which obligation of Buyer shall survive the Closing and not be merged therein); provided, however, that all Rents collected by Buyer on or after the Closing Date shall first be applied to all amounts due under the applicable Lease at the time of collection (i.e., current Rents and sums due Buyer as the current owner and landlord) with the balance (if any) payable to Seller, but only to the extent subsequently collected by GT Gateway, of amounts delinquent and actually due Seller. Buyer shall not have an exclusive right to collect the sums due Seller under the Leases and Seller hereby retains its rights to pursue claims against any tenant under the Leases for sums due with respect to periods prior to the extent GT Gateway receive such rentsClosing Date (including, shall apply rents received after Closing without limitation, any percentage rent that may be due with respect to any period of time prior to Closing, regardless of when the same is to be paid to the extent owner of the same are delinquent first Property pursuant to payment the terms of current Rent then duethe applicable Lease); provided, and thereafter to delinquent rents however, that Seller (other than “true up” payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which i) shall be allocated between Highwoods required to notify Buyer in writing of its intention to commence or pursue such legal proceedings; (ii) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after Closing; and GT Gateway pro rata in accordance with their respective period (iii) shall not be permitted to commence or pursue any legal proceedings against any tenant seeking eviction of ownership as set forth in this Section 7(e)(iv) below) but only after rent due such tenant or the termination of the underlying lease. The terms of the immediately preceding sentence shall survive the Closing and owing to GT Gateway have been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to GT Gateway (to the extent assignable) and deliver the original letter of credit to GT Gateway at Closingnot be merged therein.

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

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

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

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

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

Rents. Seventy-five percent (75%) of all paid rents, including revenues All collected rents and charges of any kind, together with any other sums paid by the tenant (other than security deposit), payments from tenants under the Lease, leases shall be prorated between Contributor and Beacon as of the day prior to the Closing Date. Contributor shall be entitled to all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges, and other revenue of any kind attributable to any period under the Leases prior to but not including the Closing Date. Beacon shall be entitled to all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges and other revenue of any kind attributable to any period under the Leases on and after the Closing Date. Rents and expense escalations or other reimbursements due landlord under the Leases not collected as of the Closing Date. In the event that, Date shall not be prorated at the time of Closing, there are any past due or delinquent rents owing by the tenant of the Property, GT Gateway but Beacon shall have the exclusive right to collect such past due or delinquent rents and shall remit to Highwoods in cash to the extent, and only to the extent, that the rents received by GT Gateway from the tenant owing past due or delinquent rents exceed the sum of the aggregate rents and other sums payable by such tenant for periods from and after the Closing Date to the date of receipt, and then only if Highwoods has notified GT Gateway at Closing that the tenant under the Lease is delinquent in its rent as of the Closing Date. GT Gateway will make a commercially reasonable good faith effort to collect the same on Contributor's behalf and to tender the same to Contributor upon receipt (which obligation of Beacon shall survive the Closing and not be merged therein); PROVIDED, HOWEVER, that all rents, escalations and other reimbursements due landlord under the Leases collected by Beacon on or after the Closing any rents which are delinquent and owing Date shall first be applied to Highwoods at Closing, but GT Gateway shall have no obligation to file suit to collect such amounts, provided if GT Gateway fails to file suit to collect such all amounts after being requested to do so by Highwoods, Highwoods shall have due under the right to collect all rents owed to Highwoods Leases at the time of Closingcollection for post-Closing periods (I.E., which current rents and sums due Beacon as the current owner and landlord) with the balance (if any) payable to Contributor, but only to the extent of amounts delinquent and actually due Contributor. Beacon shall include Highwoods’ filing of suit, if necessary, not have an exclusive right to collect such amounts. In the event that, after Closing, Highwoods receives any payments of rent or other sums due from Contributor under the Leases and Contributor hereby retains its rights to pursue any tenant under the Lease Leases for sums due Contributor for periods attributable to Contributor's ownership of the Property; PROVIDED, HOWEVER, that relate Contributor shall not be permitted to periods from and after Closing, Highwoods shall promptly forward to GT Gateway commence or pursue any legal proceedings against any tenant seeking eviction of such paymentstenant or the termination of the underlying lease. It is agreed by GT Gateway that the sums to be paid by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the years 2004 and 2005 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to Highwoods and GT Gateway, as applicable, when paid by the tenant Contributor's rights under the Leaseimmediately preceding sentence shall survive the Closing and not be merged therein. GT Gateway Beacon shall use reasonable efforts to invoice receive a credit against the tenant Consideration for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT Gateway be required to do so until allowed under the Lease), provided Highwoods must furnish to GT Gateway all applicable information regarding the amount of “pass through” operating expenses to be pre-paid rentals held by the tenant under the Lease for the calendar year 2004. During Contributor covering the period after Closing, GT Gateway shall deliver to Highwoods any and all rents accrued but uncollected as of the Closing Date to the extent subsequently collected by GT Gateway, and to the extent GT Gateway receive such rents, shall apply rents received after Closing to the extent the same are delinquent first to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received from the tenant attributable to a yearpost-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods and GT Gateway pro rata in accordance with their respective period of ownership as set forth in this Section 7(e)(iv) below) but only after rent due and owing to GT Gateway have been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to GT Gateway (to the extent assignable) and deliver the original letter of credit to GT Gateway at Closing.

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

Rents. Seventy-five percent (75%) of all paid rents, including revenues All fixed and charges of any kind, together with any other sums paid by the tenant (other than security deposit), additional rentals under the LeaseTenant Leases, refundable security deposits and other tenant charges shall be prorated as between Buyer and Seller, Seller being charged and credited for all of the same allocable to the period up to the Closing Date and Buyer being charged and credited for all of the same allocable to the period from and after the Closing Date. In the event that, at the time of Closing, there are any past due Seller shall deliver or delinquent rents owing by the tenant of the Property, GT Gateway shall have the exclusive right provide a credit in an amount equal to collect such past due or delinquent rents and shall remit to Highwoods in cash to the extent, and only to the extent, that the rents received by GT Gateway from the tenant owing past due or delinquent rents exceed the sum of the aggregate rents and other sums payable by such tenant all prepaid rentals for periods from and after the Closing Date and all refundable security deposits listed on Exhibit M-1 which are not applied or forfeited prior to the date Closing Date pursuant to the applicable Tenant Leases to Buyer on the Closing Date. At Closing, Seller shall commence the transfer to Buyer of receiptany security deposits which are held in the form of letters of credit (the “SD Letters of Credit”) if the same are transferable at Closing; if any of the SD Letters of Credit are not transferable, Seller shall request the tenants obligated under such SD Letters of Credit to cause new letters of credit to be issued in favor of Buyer in replacement thereof and in the event such existing letter of credit is not transferred or such new letter of credit is not issued in favor of Buyer by Closing, Buyer shall diligently pursue such transfer or replacement, as applicable, after Closing and, until such transfer or issuance, Seller shall take all reasonable action, as directed by Buyer and at Buyer’s expense, in connection with the presentment of such SD Letters of Credit for payment as permitted under the terms of the applicable Tenant Lease, and then only if Highwoods has notified GT Gateway at in consideration of Seller’s agreement as aforesaid, Buyer shall indemnify, defend and hold Seller harmless from any liability, damage, loss, cost or expense arising out of the SD Letters of Credit after the Closing. Such indemnification shall survive the Closing. Rents that are delinquent as of the Closing that Date shall not be prorated on the tenant under the Lease is delinquent Closing Date. Buyer shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default in any Tenant Lease). To the extent Buyer receives rents on or after the Closing Date, such payments shall be applied first toward the payment of then current rent owed to Buyer in connection with the applicable Tenant Lease for which such payments are received, with Seller’s share thereof being promptly delivered to Seller, and any excess monies received shall be applied toward any delinquent rents owed to Buyer and then any excess to Seller. Buyer may not waive any delinquent rents nor modify a Tenant Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent. Buyer shall make commercially reasonable collection efforts with respect to delinquent rents and any other amounts owed to Seller hereunder (but shall not be required to litigate or declare a default in any Tenant Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date. GT Gateway will make a commercially reasonable good faith effort to collect after Closing any rents which are delinquent and owing to Highwoods at Closing, but GT Gateway Seller shall have no obligation to file suit to collect such amounts, provided if GT Gateway fails to file suit to collect such amounts after being requested to do so by Highwoods, Highwoods shall have the right to collect retain all rents owed to Highwoods at the time of Closing, which shall include Highwoods’ filing of suit, if necessary, to collect such amounts. In the event that, after Closing, Highwoods receives any payments of rent or other sums due from the tenant under the Lease that relate to periods from and after Closing, Highwoods shall promptly forward to GT Gateway such payments. It is agreed by GT Gateway that the sums to be paid by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the years 2004 and 2005 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to Highwoods and GT Gateway, as applicable, when paid by the tenant under the Lease. GT Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT Gateway be required to do so until allowed under the Lease), provided Highwoods must furnish to GT Gateway all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, GT Gateway shall deliver to Highwoods any and all rents accrued but uncollected as of the Closing Date to the extent subsequently collected by GT Gateway, and to the extent GT Gateway receive such rents, shall apply rents received after Closing to the extent the same are delinquent first to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods and GT Gateway pro rata in accordance with their respective period of ownership as set forth in this Section 7(e)(iv) below) but only after rent due and owing to GT Gateway have been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to GT Gateway (to the extent assignable) and deliver the original letter of credit to GT Gateway at Closingrights relating thereto.

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

Rents. SeventyAll fixed and additional rentals under the Tenant Leases (including gross-five percent (75%) of all paid rents, including revenues and charges of any kind, together with any other sums paid by the tenant (other than security depositup amounts for excise taxes), under the Lease, refundable security deposits (except as hereinafter provided) and other tenant charges shall be prorated as between Buyer and Seller, Seller being charged and credited for all of the same allocable to the period up to the Closing Date and Buyer being charged and credited for all of the same allocable to the period from and after the Closing Date. In the event that, at the time of Closing, there are any past due or delinquent rents owing by the tenant of the Property, GT Gateway Seller shall have the exclusive right be entitled to collect such past due or delinquent rents retain all paid rent and shall remit to Highwoods in cash other items allocable to the extent, and only period prior to the extent, that the rents received by GT Gateway from the tenant owing past due Closing. Seller shall deliver or delinquent rents exceed the sum of the aggregate rents and other sums payable by such tenant provide a credit in an amount equal to all prepaid rentals for periods from and after the Closing Date and all refundable cash security deposits listed on Exhibit K which are not applied or forfeited prior to the date Closing Date pursuant to the Tenant Leases to Buyer on the Closing Date. Except for any Government Tenant (defined herein below), rents which are delinquent as of receiptthe Closing Date shall not be prorated on the Closing Date. Buyer shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default under any Tenant Lease). To the extent Buyer receives rents (or income in connection with other tenant charges) on or after the Closing Date, such payments shall be applied first toward the rent (or other tenant charge) owed to Buyer in connection with the Tenant Leases for which such payment are received, then for rent (or other tenant charges) for the month in which the Closing occurs, and then only if Highwoods has notified GT Gateway to any delinquent rents (or other tenant charges) owed to Seller, with Seller’s share thereof being promptly delivered to Seller; provided, however, that any year-end or similar reconciliation payment shall be allocated in accordance with the charges (and in the case of tenant reimbursements, the underlying expenses) in Seller’s and Buyer’s respective periods of ownership. Buyer may not waive any delinquent rents nor modify any Tenant Lease after the Closing Date so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts owing to Seller for which Seller did not receive a credit at Closing (but shall not be entitled to terminate such Tenant Lease or such tenant’s right to possession); provided however (x) in no event shall Seller have the right to pursue any remedy against Whole Foods or Long’s Drugs (CVS) (but Seller shall have the right to contact such tenants to demand payment of delinquent amounts); and (y) with respect to any tenants for whom Seller seeks amounts due it that Seller is allowed to pursue hereunder, Seller shall first provide written notice to Buyer that it intends to collect such amounts (a “Collection Notice”), in which event the tenant Buyer shall have thirty (30) days after receipt of such Collection Notice to collect such amounts in the ordinary course of its business. In the event the amounts pursuant to a Collection Notice are not fully collected within thirty (30) days after Buyer’s receipt of such Collection Notice, Seller may pursue remedies for such sums due it from tenants, provided Seller shall not attempt to terminate any Lease or evict any Tenant. Buyer shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be required to litigate or declare a default under any Tenant Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Lease is delinquent in its rent Property as of the Closing Date, Seller shall retain all rights relating thereto. GT Gateway will make a commercially reasonable good faith effort With respect to collect after Closing any rents which are delinquent and owing to Highwoods at Closing, but GT Gateway shall have no obligation to file suit to collect such amounts, provided if GT Gateway fails to file suit to collect such amounts after being requested to do so by Highwoods, Highwoods shall have the right to collect all rents owed to Highwoods at the time of Closing, which shall include Highwoods’ filing of suit, if necessary, to collect such amounts. In the event that, after Closing, Highwoods receives any payments of rent or other sums due from the government tenant under the a Tenant Lease that relate to periods from and after Closing, Highwoods shall promptly forward to GT Gateway such payments. It is agreed by GT Gateway that the sums to be paid by the tenant referred to customarily pays rent one (1) months in this Section 7(e)(iii) shall include all property operation costs arrears (a “pass throughs” for the years 2004 and 2005 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to Highwoods and GT Gateway, as applicable, when paid by the tenant under the Lease. GT Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT Gateway be required to do so until allowed under the LeaseGovernment Tenant”), provided Highwoods must furnish to GT Gateway all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period Buyer and Seller acknowledge and agree that amounts received after Closing, GT Gateway shall deliver to Highwoods any and all rents accrued but uncollected as of the Closing Date from such Government Tenant shall first be applied to rent (and other tenant charges) due for the extent subsequently collected by GT Gatewaymonth in which Closing occurs, and to the extent GT Gateway receive such rents, shall apply rents received after Closing to the extent the same are delinquent first to payment of current Rent then due, and thereafter to for any delinquent rents (or other than “true up” payments received from the tenant attributable charges) owed to a year-end reconciliation Seller in an total amount not to exceed one (1) month of actual rent, then to Buyer for all current rent (and budgeted pass-through payments which shall be allocated between Highwoods and GT Gateway pro rata in accordance with their respective period of ownership as set forth in this Section 7(e)(ivother tenant charges) below) but only after rent due and owing to GT Gateway have been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to GT Gateway (to the extent assignable) and deliver the original letter of credit to GT Gateway at ClosingBuyer.

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

Rents. Seventy-five percent (75%A) Rents payable by tenants under the Leases and any Approved Leases, if applicable, shall be prorated as and when collected (whether such collection occurs prior to, on or after the Closing Date). Purchaser shall receive a credit for the amounts actually received by Seller before the Closing Date and which pertain to any period after the Closing Date. Purchaser shall not receive a credit at the Closing for any rents for the month in which the Closing occurs which are in arrears and have not then been received. As to any tenants who are delinquent in the payment of rent on the Closing Date, Purchaser shall use reasonable efforts (but shall not be required to commence legal action or terminate or evict a tenant) to collect or cause to be collected such delinquent rents following the Closing Date. Any and all rents so collected by Purchaser following the Closing shall be successively applied to the payment of (x) rent due and payable in the month in which the Closing occurs, (y) rent due and payable in the months succeeding the month in which the Closing occurs (through and including the month in which payment is made) and (z) rent due and payable in the months preceding the month in which the Closing occurs. If all or part of any rents or other charges received by Purchaser following the Closing are allocable to Sellers pursuant to the foregoing sentence, then such sums shall be promptly paid to Sellers. Sellers reserve the right to pursue any damages remedy Sellers may have against any tenant with respect to such delinquent rents, including revenues but shall have no right to exercise any other remedy under a Lease (including, without limitation, termination or eviction) and shall not commence any legal action against a tenant for a period of 90 days following the Closing Date. (B) Any percentage rent, escalation charges for real estate taxes, parking charges, operating and maintenance expenses, escalation rents or charges, electricity charges, cost of living increases or any other charges of any kind, together with any other sums paid by the tenant (a similar nature other than security deposit), fixed or base rent under the LeaseLeases and any New England Portfolio Approved Leases, if applicable (collectively, the "Additional Rents") shall be prorated as of the Closing DateDate based on estimated amounts charged and collected. Prior to the end of the calendar year in which the Closing occurs, Sellers shall provide Purchaser with information regarding Additional Rents which were received by Sellers prior to Closing and the amount of reimbursable expenses paid by Sellers prior to Closing. On or before the date ninety (90) days after the Closing and periodically thereafter, Purchaser shall deliver to Sellers a reconciliation of all Additional Rents due or expenses reimbursable by tenants under the Leases and any Approved Leases, if applicable, and the amount of Additional Rents received by Sellers and Purchaser relating thereto (the "Reconciliation"). The Reconciliation shall be based upon Additional Rents actually collected by Purchaser and the corresponding expenses. To the extent Additional Rents due from tenants have not been received by Purchaser, that portion of the Reconciliation shall be delayed until such amounts are collected and Purchaser shall continue to use diligent efforts to collect such Additional Rents from tenants. Purchaser shall deliver additional Reconciliation statements on a periodic basis, not more frequently than monthly, after the date ninety (90) days after Closing. Upon reasonable notice and during normal business hours, each party shall make available to the other all information reasonably required to confirm the Reconciliation. In the event that, at the time of Closing, there are any past due or delinquent rents owing overpayment of Additional Rents by the tenant tenants to Sellers, Sellers shall promptly, but in no event later than fifteen (15) days after receipt of a Reconciliation, pay to Purchaser the Propertyamount of such overpayment and Purchaser, GT Gateway shall have as the exclusive right to collect such past due or delinquent rents and shall remit to Highwoods in cash to the extent, and only to the extent, that the rents received by GT Gateway from the tenant owing past due or delinquent rents exceed the sum of the aggregate rents and other sums payable by such tenant for periods from and after the Closing Date to the date of receipt, and then only if Highwoods has notified GT Gateway at Closing that the tenant landlord under the Lease is delinquent in its rent as of the Closing Date. GT Gateway will make a commercially reasonable good faith effort to collect after Closing any rents which are delinquent and owing to Highwoods at Closing, but GT Gateway shall have no obligation to file suit to collect such amounts, provided if GT Gateway fails to file suit to collect such amounts after being requested to do so by Highwoods, Highwoods shall have the right to collect all rents owed to Highwoods at the time of Closing, which shall include Highwoods’ filing of suitparticular Leases or Approved Leases, if necessaryapplicable, shall pay or credit to collect each applicable tenant the amount of such amountsoverpayment. In the event that, after Closing, Highwoods receives any payments of rent or other sums due from the tenant under the Lease that relate to periods from and after Closing, Highwoods shall promptly forward to GT Gateway such payments. It is agreed by GT Gateway that the sums to be paid an underpayment of Additional Rents by the tenant referred tenants to in this Section 7(e)(iii) Sellers, Purchaser shall include all property operation costs “pass throughs” for the years 2004 and 2005 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid pay to Highwoods and GT Gateway, as applicable, when paid by the tenant under the Lease. GT Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall GT Gateway be required to do so until allowed under the Lease), provided Highwoods must furnish to GT Gateway all applicable information regarding Sellers the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, GT Gateway shall deliver to Highwoods such underpayment within fifteen (15) days following Purchaser's receipt of any and all rents accrued but uncollected as of the Closing Date to the extent subsequently collected by GT Gateway, and to the extent GT Gateway receive such rents, shall apply rents received after Closing to the extent the same are delinquent first to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received amounts from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods and GT Gateway pro rata in accordance with their respective period of ownership as set forth in this Section 7(e)(iv) below) but only after rent due and owing to GT Gateway have been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to GT Gateway (to the extent assignable) and deliver the original letter of credit to GT Gateway at Closingtenants.

Rents. Seventy-five percent (75%) of all paid rents, including revenues and charges of any kind, together with any other sums paid by the tenant (other than security deposit), under the Lease, Rents shall be adjusted and prorated as of the Closing ----- Date as follows: (i) With respect to prepaid Rents received by the Contributing Parties prior to the Closing Date relating to the calendar month in which the Closing occurs, such Rents shall be adjusted at the closing between the Contributing Parties and the Partnership. (ii) With respect to delinquent Rents, to the extent that the Partnership receives Rents under the Leases (including monthly payments of escalation rents and "pass throughs") within six (6) months following the Closing Date, the Partnership shall render an accounting to the Contributing Parties with respect thereto, and the amount of such Rents shall be applied in the following order of priority: (i) first, to the calendar month in which the Closing occurred, (ii) then to the calendar month immediately preceding the calendar month in which the Closing occurred, (iii) then to the calendar months following the calendar month in which the Closing occurred until such Tenant is current on all post-Closing Rents and (iv) then to the payment of any remaining delinquent Rents. Notwithstanding the foregoing, the Contributing Parties shall have the right, prior to or within thirty (30) days after the Closing, to negotiate an agreement (a "Settlement Agreement"), -------------------- on behalf of the Partnership, with Dynamedics (a Tenant at 200 Summit Lake Drive) and/or MGW Realty (a Ten▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇et) with respect to delinquent re▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ Tenants to the Contributing Parties for the period prior to the Closing Date provided such Settlement Agreement (i) provides that all payments made thereunder shall be paid directly to the Partnership and (ii) does not impose any affirmative obligations (other than obligations of a de minimis or ministerial nature) on the Partnership in ---------- favor of such Tenants. The Partnership hereby assigns all of its interest in the Settlement Agreements to the Contributing Parties subject to the terms of the next sentence. In the event thatthat the Partnership enters into such a Settlement Agreement, at then any amounts paid thereunder by such Tenants shall, provided such Tenants are not more than one month delinquent in the time payment of Closingpost-Closing Rents, be paid by the Partnership to the Contributing Parties within three (3) Business Days after receipt thereof by the Partnership. The Contributing Parties shall be identified as third party beneficiaries of the Settlement Agreements and the Partnership shall not enter into any agreements or amendments with such Tenants which would adversely affect the Contributing Parties' interest therein. (iii) Not later than ninety (90) days after the end of the fiscal year in which the Closing occurs with respect to which escalation rents and "pass throughs" are payable under each Lease, there are shall be a calculation of the portion of such rents to which a Contributing Party shall be entitled, which portions shall be equal to a fraction, the numerator of which is the number of days in said fiscal year with respect to each such Lease which elapsed prior to the Closing Date and the denominator of which is the total number of days in said fiscal year, and the Partnership shall be entitled to the remaining portion of such Rents. If a Contributing Party has received escalation rents and/or "pass throughs" with respect to any past due or delinquent Lease for such fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by such Contributing Parties to the Partnership within thirty (30) days after the date of such calculation. If the Partnership has received escalation rents owing and "pass throughs" with respect to any Lease for such fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by the tenant of the Property, GT Gateway shall have the exclusive right to collect such past due or delinquent rents and shall remit to Highwoods in cash Partnership to the extentappropriate Contributing Party within thirty (30) days after the date of such calculation. Notwithstanding anything herein to the contrary, and the apportionment of "pass throughs" shall be as set forth above only to the extentextent the item which is the subject of the "pass through" was adjusted at Closing. (iv) If, that for a period of 12 months subsequent to Closing, any Tenant shall dispute the calculation of any escalation rents or "pass throughs" relating to the period prior to the Closing Date, or there shall be a reconciliation of such amounts and such dispute or reconciliation shall result in a rent credit being owed to any such Tenant, then the applicable Contributing Party shall remit such amount to the Partnership and such Contributing Party shall indemnify and hold the Partnership harmless from any and all claims, suits, actions, damages and expenses resulting from such Contributing Party's failure to remit such sums. (v) Subject to Section 7.1(b)(ii) hereof, (i) any Rents received by GT Gateway from any Contributing Party prior to the tenant owing past due or delinquent rents exceed Closing Date which Rents relate to the sum of period subsequent to the aggregate rents Closing Date shall be credited to the Partnership as an adjustment on the Closing Date, and other sums payable (ii) any Rents received by such tenant for periods from and any Contributing Party after the Closing Date shall immediately be remitted to the date Partnership and disbursed in accordance with the terms of receipt, this Section 7.1(ii). (vi) the Partnership shall bill Tenants for escalation payments and then only if Highwoods has notified GT Gateway at Closing that the tenant under the Lease is delinquent in its rent "pass ▇▇▇▇ughs" as of the Closing Date. GT Gateway will make a commercially reasonable good faith effort to collect after Closing any rents which are delinquent and owing to Highwoods at Closing, but GT Gateway shall have no obligation to file suit to collect such amounts, provided if GT Gateway fails to file suit to collect such amounts after being requested to do so by Highwoods, Highwoods shall have the right to collect all rents owed to Highwoods at the time of Closing, which shall include Highwoods’ filing of suit, if necessary, to collect such amounts. In the event that, after Closing, Highwoods receives any payments of rent or other sums due from the tenant under the Lease that relate to periods from and after Closing, Highwoods shall promptly forward to GT Gateway such payments. It is agreed by GT Gateway that the sums to be paid required by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the years 2004 and 2005 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced thereforLeases. These sums shall be provided and paid to Highwoods and GT Gateway, as applicable, when paid by the tenant under the Lease. GT Gateway The Partnership shall use commercially reasonable efforts to invoice collect any and all Rents due pursuant to the tenant for “pass throughs” as promptly as is practicable after Closing (Leases, but in no event shall GT Gateway the Partnership be required obligated to do so until allowed under initiate legal proceedings to collect such Rents. Contributing Parties shall have no right to commence any legal proceedings to collect any amounts which may be owed by any Tenants, except with respect to those amounts described in the Lease), provided Highwoods must furnish second sentence of Section 7.1(b)(ii) hereof. (vii) The provisions of this Section 7.1(b) shall survive Closing (subject to GT Gateway all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, GT Gateway shall deliver to Highwoods any and all rents accrued but uncollected as of the Closing Date to the extent subsequently collected by GT Gateway, and to the extent GT Gateway receive such rents, shall apply rents received after Closing to the extent the same are delinquent first to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods and GT Gateway pro rata in accordance with their respective period of ownership as specific survival periods set forth in any subparagraph of this Section 7(e)(iv) below) but only after rent due and owing to GT Gateway have been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to GT Gateway (to the extent assignable) and deliver the original letter of credit to GT Gateway at Closing7.1(b)).

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

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

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