AT THE EARLIEST TIME TO ALLOW FOR THE
MAXIMUM POSSIBLE DISCOUNT).
THE PRORATION OF REAL PROPERTY TAXES OR
INSTALLMENTS OF ASSESSMENTS SHALL BE FINAL AND NOT SUBJECT TO RE-ADJUSTMENT
AFTER CLOSING.
5.4.5
PROPERTY CONTRACTS.
PURCHASER SHALL ASSUME AT CLOSING THE
OBLIGATIONS UNDER THE PROPERTY CONTRACTS ASSUMED BY PURCHASER; HOWEVER,
OPERATING EXPENSES SHALL BE PRORATED UNDER SECTION 5.4.2.
5.4.6
LEASES.
ALL COLLECTED RENT (WHETHER FIXED MONTHLY RENTALS, ADDITIONAL
RENTALS, ESCALATION RENTALS, RETROACTIVE RENTALS, OPERATING COST PASS-THROUGHS
OR OTHER SUMS AND CHARGES PAYABLE BY TENANTS UNDER THE LEASES), INCOME AND
EXPENSES FROM ANY PORTION OF THE PROPERTY SHALL BE PRORATED AS OF THE CLOSING
DATE.
PURCHASER SHALL RECEIVE ALL COLLECTED RENT AND INCOME ATTRIBUTABLE TO
DATES FROM AND AFTER THE CLOSING DATE.
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 SELLER'S FAVOR FOR RENTS WHICH HAVE
ACCRUED AND ARE UNPAID AS OF THE CLOSING, BUT PURCHASER SHALL PAY SELLER SUCH
ACCRUED UNCOLLECTED RENTS AS AND WHEN COLLECTED BY PURCHASER.
PURCHASER AGREES
TO BILL TENANTS OF THE PROPERTY FOR ALL UNCOLLECTED RENTS 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, 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 AND THE DELIVERY OF THE LEASES ASSIGNMENT SHALL NOT
CONSTITUTE A WAIVER BY SELLER OF SUCH RIGHT; PROVIDED HOWEVER, THAT THE
FOREGOING RIGHT OF SELLER SHALL BE LIMITED TO ACTIONS SEEKING MONETARY DAMAGES
AND, IN NO EVENT, SHALL SELLER SEEK TO EVICT ANY TENANTS IN ANY ACTION TO
COLLECT UNCOLLECTED RENTS.
PURCHASER AGREES TO COOPERATE WITH SELLER, AT NO
EXPENSE TO PURCHASER, IN CONNECTION WITH ALL EFFORTS BY SELLER TO COLLECT SUCH
UNCOLLECTED RENTS AND TO TAKE REASONABLE STEPS CONSISTENT WITH ITS TYPICAL
BUSINESS PRACTICES, WHETHER BEFORE OR AFTER THE CLOSING DATE, AS MAY BE
REASONABLE 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