ANY
ACTION TO COLLECT UNCOLLECTED RENTS.
PURCHASER AGREES TO COOPERATE WITH SELLER
IN CONNECTION WITH ALL EFFORTS BY 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 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 SELLER; PROVIDED,
HOWEVER, THAT PURCHASER'S OBLIGATION TO COOPERATE WITH SELLER PURSUANT TO THIS
SENTENCE SHALL NOT OBLIGATE PURCHASER TO TERMINATE ANY TENANT LEASE WITH AN
EXISTING TENANT OR EVICT ANY EXISTING TENANT FROM THE PROPERTY OR TO INCUR ANY
COSTS NOT PAID BY SELLER.
NOTWITHSTANDING ANYTHING IN THIS PROVISION TO THE
CONTRARY BUT SUBJECT TO SELLER' RIGHT TO DEMAND PAYMENT OF AND TO COLLECT
UNCOLLECTED RENTS IN ACCORDANCE WITH THIS SECTION, PURCHASER'S OBLIGATION TO
COLLECT UNCOLLECTED RENTS SHALL BE LIMITED TO UNCOLLECTED RENTS OF NOT MORE THAN
60 DAYS PAST DUE AND PURCHASER'S COLLECTION OF RENTS SHALL BE APPLIED, FIRST,
TOWARDS CURRENT RENT DUE FROM AND AFTER CLOSING AND OWING UNDER THE LEASES, AND,
SECOND, TO UNCOLLECTED RENTS.
AT CLOSING, WITH RESPECT TO THE PROPERTY, PURCHASER SHALL RECEIVE A
CREDIT AGAINST THE 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 REQUIRED TO BE
PAID BY ANY OF THE TENANTS TO SECURE THEIR RESPECTIVE OBLIGATIONS UNDER THE
LEASES, TOGETHER, IN ALL CASES, WITH ANY INTEREST PAYABLE TO THE TENANTS
THEREUNDER AS MAY BE REQUIRED BY THEIR RESPECTIVE TENANT LEASE OR STATE LAW (THE
"TENANT SECURITY DEPOSIT BALANCE") PLUS PET FEES, IF ANY.
SELLER SHALL NOT
APPLY ANY TENANT DEPOSITS TO THE LEASES IF ANY SUCH TENANTS ARE STILL IN
POSSESSION UNDER THEIR LEASES AS OF THE CLOSING DATE, UNLESS ANY SUCH TENANTS
WERE IN DEFAULT UNDER THEIR LEASES PRIOR TO THE CLOSING DATE AND SELLER CURED
SUCH DEFAULTS BY THE APPLICATION OF ANY SUCH TENANTS' DEPOSITS.
ANY CASH (OR
CASH EQUIVALENTS) HELD BY SELLER WHICH CONSTITUTES THE TENANT SECURITY DEPOSIT
BALANCE SHALL BE RETAINED BY SELLER IN EXCHANGE FOR THE FOREGOING CREDIT AGAINST
THE PURCHASE PRICE AND SHALL NOT BE TRANSFERRED BY SELLER PURSUANT TO THIS
CONTRACT (OR ANY OF THE DOCUMENTS DELIVERED AT CLOSING), BUT THE OBLIGATION WITH
RESPECT TO THE TENANT SECURITY DEPOSIT BALANCE NONETHELESS SHALL BE ASSUMED BY
PURCHASER.
THE TENANT SECURITY DEPOSIT BALANCE SHALL NOT INCLUDE ANY
NON-REFUNDABLE DEPOSITS OR FEES PAID BY TENANTS TO SELLER, EITHER PURSUANT TO
THE LEASES OR OTHERWISE.
WITH RESPECT TO OPERATING EXPENSES, TAXES, UTILITY CHARGES, OTHER
OPERATING COST PASS-THROUGHS, RETROACTIVE RENTAL ESCALATIONS, SUMS OR CHARGES
PAYABLE BY TENANTS UNDER THE TENANT LEASES FOR THE