AND AFTER THE CLOSING DATE.
EACH SELLER SHALL
RECEIVE ALL COLLECTED RENT AND INCOME ATTRIBUTABLE TO DATES PRIOR TO THE CLOSING
DATE.
NOTWITHSTANDING THE FOREGOING, NO PRORATIONS SHALL BE MADE IN RELATION TO
EITHER (A) NON-DELINQUENT RENTS WHICH HAVE NOT BEEN COLLECTED AS OF THE CLOSING
DATE, OR (B) DELINQUENT RENTS EXISTING, IF ANY, AS OF THE CLOSING DATE (THE
FOREGOING (A) AND (B) REFERRED TO HEREIN AS THE "UNCOLLECTED RENTS").
IN
ADJUSTING FOR UNCOLLECTED RENTS, NO ADJUSTMENTS SHALL BE MADE IN A SELLER'S
FAVOR FOR RENTS WHICH HAVE ACCRUED AND ARE UNPAID AS OF THE CLOSING, BUT
PURCHASER SHALL PAY TO SUCH SELLER SUCH ACCRUED UNCOLLECTED RENTS AS AND WHEN
COLLECTED BY PURCHASER.
PURCHASER AGREES TO BILL TENANTS OF THE PROPERTIES FOR
ALL UNCOLLECTED RENTS AND TO TAKE REASONABLE ACTIONS TO COLLECT UNCOLLECTED
RENTS.
NOTWITHSTANDING THE FOREGOING, PURCHASER'S OBLIGATION TO COLLECT
UNCOLLECTED RENTS SHALL BE LIMITED TO UNCOLLECTED RENTS OF NOT MORE THAN 90 DAYS
PAST DUE, AND PURCHASER'S COLLECTION OF RENTS SHALL BE APPLIED, FIRST, TOWARDS
CURRENT RENT DUE AND OWING UNDER THE LEASES, AND, SECOND, TO UNCOLLECTED RENTS.
AFTER THE CLOSING, EACH SELLER SHALL CONTINUE TO HAVE THE RIGHT, BUT NOT THE
OBLIGATION, IN ITS OWN NAME, TO DEMAND PAYMENT OF AND TO COLLECT UNCOLLECTED
RENTS OWED TO SUCH SELLER BY ANY TENANT, WHICH RIGHT SHALL INCLUDE, WITHOUT
LIMITATION, THE RIGHT TO CONTINUE OR COMMENCE LEGAL ACTIONS OR PROCEEDINGS
AGAINST ANY TENANT AND THE DELIVERY OF THE LEASES ASSIGNMENT SHALL NOT
CONSTITUTE A WAIVER BY ANY SELLER OF SUCH RIGHT; PROVIDED HOWEVER, THAT THE
FOREGOING RIGHT OF EACH SELLER SHALL BE LIMITED TO ACTIONS SEEKING MONETARY
DAMAGES AND, IN NO EVENT, SHALL ANY SELLER SEEK TO EVICT ANY TENANTS IN ANY
ACTION TO COLLECT UNCOLLECTED RENTS.
PURCHASER AGREES TO COOPERATE WITH EACH
SELLER IN CONNECTION WITH ALL EFFORTS BY SUCH SELLER TO COLLECT SUCH UNCOLLECTED
RENTS AND TO TAKE ALL STEPS, WHETHER BEFORE OR AFTER THE CLOSING DATE, AS MAY BE
NECESSARY TO CARRY OUT THE INTENTION OF THE FOREGOING, INCLUDING, WITHOUT
LIMITATION, THE DELIVERY TO EACH SELLER, WITHIN 7 DAYS AFTER A WRITTEN REQUEST,
OF ANY RELEVANT BOOKS AND RECORDS (INCLUDING, WITHOUT LIMITATION, RENT
STATEMENTS, RECEIPTED BILLS AND COPIES OF TENANT CHECKS USED IN PAYMENT OF SUCH
RENT), THE EXECUTION OF ANY AND ALL CONSENTS OR OTHER DOCUMENTS, AND THE
UNDERTAKING OF ANY ACT REASONABLY NECESSARY FOR THE COLLECTION OF SUCH
UNCOLLECTED RENTS BY SUCH SELLER; PROVIDED, HOWEVER, THAT PURCHASER'S OBLIGATION
TO COOPERATE WITH A SELLER PURSUANT TO THIS SENTENCE SHALL NOT OBLIGATE
PURCHASER TO TERMINATE ANY TENANT LEASE WITH AN EXISTING TENANT OR EVICT ANY
EXISTING TENANT FROM A PROPERTY.
AT CLOSING, WITH RESPECT TO EACH PROPERTY, PURCHASER SHALL RECEIVE A
CREDIT AGAINST THE APPLICABLE PURCHASE PRICE IN AN AMOUNT EQUAL TO THE RECEIVED
AND UNAPPLIED BALANCE OF ALL CASH (OR CASH EQUIVALENT) TENANT DEPOSITS,
INCLUDING, BUT NOT LIMITED TO, SECURITY, DAMAGE OR OTHER REFUNDABLE DEPOSITS
PAID BY ANY OF THE TENANTS TO SECURE THEIR RESPECTIVE OBLIGATIONS UNDER THE
LEASES, TOGETHER, IN ALL CASES,