RENTS OWED TO SELLER FOR PERIODS PRIOR TO CLOSING. AFTER THE CLOSING, 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 SELLER BY ANY TENANT,
WHICH RIGHT SHALL INCLUDE, WITHOUT LIMITATION, THE RIGHT TO CONTINUE OR COMMENCE
LEGAL ACTIONS OR PROCEEDINGS AGAINST ANY TENANT (BUT NOT THE RIGHT TO TERMINATE
ANY LEASE OR EVICT ANY TENANT) AND THE DELIVERY OF THE LEASES ASSIGNMENT SHALL
NOT CONSTITUTE A WAIVER BY SELLER OF SUCH RIGHT.
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 WITHIN NINETY (90) CALENDAR DAYS
AFTER THE CLOSING DATE, AS MAY BE NECESSARY TO CARRY OUT THE INTENTION OF THE
FOREGOING, INCLUDING, WITHOUT LIMITATION, THE DELIVERY TO SELLER, WITHIN SEVEN
(7) CALENDAR 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.
AT CLOSING, 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 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").
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.
BETWEEN THE EFFECTIVE DATE AND THE CLOSING DATE,
SELLER SHALL USE REASONABLE EFFORTS TO NOT APPLY ANY TENANT SECURITY DEPOSITS
AGAINST DELINQUENT RENT OF A TENANT UNLESS SUCH TENANT NO LONGER OCCUPIES SPACE
AT THE PROPERTY.
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, TO THE EXTENT THAT SELLER HAS
RECEIVED AS OF THE CLOSING PAYMENTS ALLOCABLE TO PERIODS SUBSEQUENT TO CLOSING,
THE SAME SHALL BE PROPERLY PRORATED