AGAINST ANY TENANT AND THE DELIVERY OF THE LEASES
ASSIGNMENT SHALL NOT CONSTITUTE A WAIVER BY ANY SELLER OF SUCH RIGHT; PROVIDED
HOWEVER, THAT THE FOREGOING RIGHT OF EACH SELLER SHALL BE LIMITED TO ACTIONS
SEEKING MONETARY DAMAGES AND, IN NO EVENT, SHALL ANY SELLER SEEK TO EVICT ANY
TENANTS IN ANY ACTION TO COLLECT UNCOLLECTED RENTS.
PURCHASER AGREES TO
REASONABLY COOPERATE WITH EACH SELLER IN CONNECTION WITH ALL EFFORTS BY SUCH
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; PROVIDED, HOWEVER, THAT PURCHASER'S OBLIGATION TO REASONABLY
COOPERATE WITH A SELLER PURSUANT TO THIS SENTENCE SHALL NOT OBLIGATE PURCHASER
TO COMMENCE OR JOIN IN ANY LITIGATION, TERMINATE ANY TENANT LEASE WITH AN
EXISTING TENANT OR EVICT ANY EXISTING TENANT FROM A PROPERTY.
AT CLOSING, WITH RESPECT TO EACH PROPERTY, PURCHASER SHALL RECEIVE A
CREDIT AGAINST THE APPLICABLE 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 A
SELLER WHICH CONSTITUTES THE TENANT SECURITY DEPOSIT BALANCE SHALL BE RETAINED
BY THE APPLICABLE SELLER IN EXCHANGE FOR THE FOREGOING CREDIT AGAINST THE
APPLICABLE PURCHASE PRICE AND SHALL NOT BE TRANSFERRED BY SUCH 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 ANY SELLER, EITHER
PURSUANT TO THE LEASES OR OTHERWISE.
5.4.7
EXISTING LOANS.
EACH SELLER SHALL BE RESPONSIBLE FOR ALL PRINCIPAL
REQUIRED TO BE PAID UNDER THE TERMS OF THE NOTE APPLICABLE TO ITS PROPERTY PRIOR
TO CLOSING, TOGETHER WITH ALL INTEREST ACCRUED UNDER SUCH NOTE PRIOR TO CLOSING
AND ALL OTHER FEES, PENALTIES, INTEREST AND OTHER AMOUNTS DUE AND OWING PRIOR TO
CLOSING UNDER THE NOTE, OTHER THAN AS A RESULT OF, OR IN CONNECTION WITH, A LOAN
ASSUMPTION AND RELEASE OR A LOAN PAYOFF (AS THE CASE MAY BE).
IF PURCHASER
OBTAINS A LOAN ASSUMPTION AND RELEASE, THEN ALL PRINCIPAL AND INTEREST UNDER THE
NOTE APPLICABLE TO THE LOAN FOR WHICH A LOAN ASSUMPTION AND RELEASE HAS BEEN
OBTAINED, TOGETHER WITH ALL INTEREST ACCRUED UNDER SUCH NOTE PRIOR TO THE
CLOSING SHALL BE A CREDIT AGAINST THE PURCHASE PRICE FOR ITS PROPERTY AS
PROVIDED IN SECTION 2.2.3.
IF PURCHASER OBTAINS A LOAN ASSUMPTION AND RELEASE,
THEN PURCHASER SHALL BE RESPONSIBLE FOR THE PAYMENT OF ALL PRINCIPAL REQUIRED TO
BE PAID FROM AND AFTER THE CLOSING, TOGETHER WITH