CLOSING, SHALL BE PRORATED ON A
CALENDAR YEAR BASIS TO THE DATE OF CLOSING, BASED UPON ACTUAL DAYS INVOLVED.
THE PRORATION OF REAL PROPERTY TAXES OR INSTALLMENTS OF ASSESSMENTS SHALL BE
BASED UPON THE ASSESSED VALUATION AND TAX RATE FIGURES (ASSUMING PAYMENT AT THE
EARLIEST TIME TO ALLOW FOR THE MAXIMUM POSSIBLE DISCOUNT) FOR THE YEAR IN WHICH
THE CLOSING OCCURS TO THE EXTENT THE SAME ARE AVAILABLE; PROVIDED, HOWEVER, THAT
IN THE EVENT THAT ACTUAL FIGURES (WHETHER FOR THE ASSESSED VALUE OF SUCH
PROPERTY OR FOR THE TAX RATE) FOR THE YEAR OF CLOSING ARE NOT AVAILABLE AT THE
CLOSING DATE, THE PRORATION SHALL BE MADE BASED UPON A CALCULATION OF 105% OVER
THE PRECEDING YEAR (ASSUMING PAYMENT 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.
WITH RESPECT TO EACH PROPERTY, 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 A 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.
EACH 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 A SELLER'S
FAVOR FOR RENTS WHICH HAVE ACCRUED AND ARE UNPAID AS OF THE CLOSING, BUT
PURCHASER SHALL PAY TO SUCH SELLER SUCH ACCRUED UNCOLLECTED RENTS AS AND WHEN
COLLECTED BY PURCHASER.
FOR A PERIOD OF 180 DAYS FOLLOWING THE CLOSING,
PURCHASER AGREES TO BILL TENANTS OF THE PROPERTIES FOR ALL UNCOLLECTED RENTS AND
TO TAKE REASONABLE ACTIONS (WHICH SHALL NOT INCLUDE AN OBLIGATION TO COMMENCE
LEGAL ACTION) 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, SECOND TO PURCHASER'S REASONABLE THIRD-PARTY COSTS OF SUCH COLLECTION,
AND, THIRD, TO UNCOLLECTED RENTS.
AFTER THE CLOSING, EACH 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 SUCH SELLER BY ANY TENANT, WHICH RIGHT
SHALL INCLUDE, WITHOUT LIMITATION, THE RIGHT TO CONTINUE OR COMMENCE LEGAL
ACTIONS OR PROCEEDINGS