RENTS FOLLOWING THE CONSUMMATION OF THE CLOSING.
THE PURCHASER SHALL NOT WAIVE
OR SETTLE ANY CLAIMS WITH RESPECT TO ANY SUCH AMOUNTS RELATING TO THE PERIOD
PRIOR TO THE CLOSING DATE IN WHOLE OR IN PART WITHOUT THE PRIOR WRITTEN CONSENT
OF THE SELLERS, SUBJECT TO THE PROVISIONS OF THIS SECTION 8.4(C).
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, ANY MINIMUM RENT THAT
IS DELINQUENT AS OF THE CLOSING DATE AND IS NOT COLLECTED ON OR BEFORE
DECEMBER 1, 2007 SHALL BECOME THE SOLE PROPERTY OF THE PURCHASER, SO LONG AS THE
PURCHASER USES COMMERCIALLY REASONABLE EFFORTS TO COLLECT SUCH MINIMUM RENT ON
BEHALF OF THE SELLERS IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 8.4(C).
(VI)
TO THE EXTENT NOT INCLUDED IN THE ADJUSTMENTS MADE FOR PROPERTY
EXPENSES PURSUANT TO SECTION 8.4(C)(IV) ALL PREPAID RENTS, SECURITY DEPOSITS AND
OTHER DEPOSITS (INCLUDING, WITHOUT LIMITATION, WITH REGARD TO EACH OF THE
FOREGOING, ANY UNPAID INTEREST THEREON), IF ANY, HELD OR REQUIRED TO BE HELD BY
THE SELLERS UNDER THE LEASE DOCUMENTS (UNLESS SUCH AMOUNTS WERE APPLIED BY THE
SELLERS, IN ACCORDANCE WITH THE TERMS OF THE APPLICABLE LEASE DOCUMENTS AND,
FROM AND AFTER THE EFFECTIVE DATE, THE TERMS OF THIS AGREEMENT TOWARD ANY OF THE
OBLIGATIONS
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UNDER ANY OF THE LEASE DOCUMENTS UNDER ANY OF THE LEASES) SHALL BE PAID TO THE
PURCHASER OR CREDITED AGAINST THE PURCHASE PRICE.
(VII)
NOTWITHSTANDING ANYTHING IN SECTION 8.4(C)(I) TO THE CONTRARY, BUT
SOLELY AS IT RELATES TO RENTS FROM MAJOR TENANTS, NO PRORATIONS SHALL BE MADE IN
RELATION TO EITHER (A) NON-DELINQUENT MINIMUM RENTS AND ADDITIONAL RENTS WHICH
HAVE NOT BEEN COLLECTED AS OF THE CLOSING DATE, OR (B) DELINQUENT MINIMUM RENTS
AND ADDITIONAL RENTS EXISTING, IF ANY, AS OF THE CLOSING DATE (THE FOREGOING (A)
AND (B) REFERRED TO HEREIN AS THE "UNCOLLECTED MAJOR TENANT RENTS").
IN
ADJUSTING FOR UNCOLLECTED MAJOR TENANT RENTS, NO ADJUSTMENTS SHALL BE MADE IN
THE SELLERS' FAVOR FOR RENTS WHICH HAVE ACCRUED AND ARE UNPAID AS OF THE
CLOSING, BUT THE PURCHASER SHALL PAY SELLER SUCH ACCRUED UNCOLLECTED MAJOR
TENANT RENTS IN ACCORDANCE WITH THIS SECTION 8.4(C)(VII).
ANY UNCOLLECTED MAJOR
TENANT RENTS PAYABLE FOR ANY PERIOD PRIOR TO THE CLOSING DATE THAT IS COLLECTED
BY THE PURCHASER AFTER THE CLOSING DATE SHALL BE PROMPTLY REMITTED BY THE
PURCHASER TO THE SELLERS (AND IN NO EVENT LATER THAN THIRTY (30) DAYS AFTER
RECEIPT THEREOF BY THE PURCHASER) AFTER FIRST APPLYING SUCH COLLECTED
UNCOLLECTED MAJOR TENANT RENTS IN ACCORDANCE WITH THE IMMEDIATELY SUCCEEDING
SENTENCE.
THE PURCHASER'S COLLECTION OF UNCOLLECTED MAJOR TENANT RENTS, IF AT
ALL, SHALL BE APPLIED, FIRST, TO PURCHASER'S ACTUAL OUT-OF-POCKET COSTS OF
COLLECTION INCURRED WITH RESPECT TO SUCH MAJOR TENANT, SECOND, TOWARDS CURRENT
RENT DUE AND OWING UNDER THE MAJOR TENANT'S LEASE AND THIRD, ANY OTHER RENTS
ATTRIBUTABLE TO ANY PERIOD AFTER THE CLOSING WHICH ARE PAST DUE ON THE DATE OF
RECEIPT.
(D)
UTILITIES AND OPERATING EXPENSES.
THE SELLERS SHALL ENDEAVOR TO
CAUSE ALL METERS FOR ELECTRICITY, GAS, WATER, SEWER OR OTHER UTILITY