ACTIONS SEEKING MONETARY DAMAGES
AND, IN NO EVENT, SHALL SELLER SEEK TO EVICT ANY TENANTS IN ANY ACTION TO
COLLECT UNCOLLECTED RENTS.
PURCHASER AGREES (AT NO COST AND EXPENSE TO
PURCHASER) 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 OTHERWISE INCUR ANY ATTORNEYS' FEES OR OTHER COSTS OR
EXPENSES.
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,
PET 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.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AT CLOSING,
ANY NET CREDIT AGAINST THE PURCHASE PRICE THAT PURCHASER SHALL BE ENTITLED TO
PURSUANT TO THIS SECTION 5.4.6, SHALL BE PAID TO PURCHASER AT CLOSING BY A
SEPARATE WIRE TRANSFER IN THE AMOUNT OF SUCH CREDIT.
ACCORDINGLY, AT CLOSING,
(X) PURCHASER SHALL WIRE TO ESCROW AGENT THE FULL PURCHASE PRICE (WITH A CREDIT
FOR THE DEPOSIT AND, IF APPLICABLE, THE LOAN BALANCE) PLUS OR MINUS ALL
ADJUSTMENTS, PRORATIONS AND OTHER FEES, COSTS AND EXPENSES REQUIRED TO BE PAID
BY PURCHASER PURSUANT TO THIS CONTRACT (OTHER THAN PURSUANT TO THIS SECTION
5.4.6) AND (Y) ESCROW AGENT SHALL WIRE TO PURCHASER (IN ACCORDANCE WITH THE WIRE
INSTRUCTIONS PURCHASER DELIVERS TO ESCROW AGENT PRIOR TO CLOSING) THE NET AMOUNT
OF THE ADJUSTMENTS OR CREDITS DUE TO PURCHASER PURSUANT TO THIS SECTION 5.4.6.
5.4.7
EXISTING LOAN.
SELLER