Common use of Fixed Rents and Additional Rents Clause in Contracts

Fixed Rents and Additional Rents. (a) All fixed rents (collectively, “Fixed Rents”), and Additional Rent (as hereinafter defined); Fixed Rents, and Additional Rent being together referred to herein as “Rents” paid by Tenants in connection with the Tenants’ occupancy of the Property, security deposits (except as hereinafter provided) and other tenant charges shall be prorated. Seller shall deliver or provide a credit in an amount equal to all prepaid Rents for periods from and after the Closing Date to Buyer on the Closing Date. Rents that are delinquent (or payable but unpaid) as of the Closing Date shall not be prorated on the Closing Date. Rather, Buyer shall cause any such delinquent rent (or payable but unpaid rent) for the period prior to Closing to be remitted to Seller if, as and when collected. At Closing, Seller shall deliver to Buyer a schedule of all such delinquent or payable but unpaid rent. Buyer shall include such delinquencies (or unpaid amounts) in its normal billing (and Buyer shall deliver to Seller, concurrently with the delivery to Tenants, copies of all statements relating to Rent for a period prior to the Closing) and shall in good faith use commercially reasonable efforts to pursue the collection of such past due Rents after the Closing Date (but Buyer shall not be required to litigate in connection with the recovery from Tenants of such delinquencies or other unpaid amounts) for a period of six (6) months following the Closing Date. To the extent Buyer receives payment of Rents (or income in connection with other tenant charges) on or after the Closing Date, such payments shall be applied first toward the Rent (or other tenant charge) for the month in which the Closing occurs and then to any Rent (or other tenant charges) owed to Buyer in connection with the applicable Space Lease or other document for six (6) months after the month in which the Closing occurs, and then to any Rent (or other tenant charges) owed to Seller in connection with the applicable Space Lease or other document for periods prior to the Closing Date; provided, however, that any year-end or similar reconciliation payment shall be allocated as hereinafter provided. Buyer may not waive any delinquent (or unpaid) rents or modify a Space Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts

Fixed Rents and Additional Rents. (a) All fixed rents (collectively, “Fixed Rents”), amounts payable under any Space Lease for “percentage rent” or the payment based upon a percentage of the tenant’s business during a specified annual or other period (the “Percentage Rent”), and Additional Rent (as hereinafter defined); ) (Fixed Rents, Percentage Rents and Additional Rent being together referred to herein as “Rents” ”) paid by Tenants or paid to tenants under the Space Leases in connection with the Tenantstenants’ occupancy of the Property, security deposits (except as hereinafter provided) Assets and other tenant charges shall be proratedprorated as provided in this Section 10. Seller Notwithstanding anything to the contrary contained in this Agreement, Sellers shall deliver or provide a credit at Closing to Buyer in an amount equal to all prepaid Rents rentals for periods from and after the Closing Date and all cash security deposits (to Buyer on the Closing Date. Rents that extent the foregoing were made by tenants under the Space Leases and are delinquent (not applied in accordance with this Agreement or payable but unpaid) as of the Closing Date shall not be prorated on the Closing Date. Rather, Buyer shall cause any such delinquent rent (or payable but unpaid rent) for the period prior to Closing to be remitted to Seller if, as and when collected. At Closing, Seller shall deliver to Buyer a schedule of all such delinquent or payable but unpaid rent. Buyer shall include such delinquencies (or unpaid amounts) in its normal billing (and Buyer shall deliver to Seller, concurrently with the delivery to Tenants, copies of all statements relating to Rent for a period forfeited prior to the Closing) as set forth on Schedule 10.1. Sellers and Buyer agree that the portion of Schedule 10.1 that is under the heading “Extra Deposits” discloses certain Space Leases for which Sellers are holding a larger security deposit or letter of credit, as applicable, than is required pursuant to the terms of the applicable Space Lease. In the event that prior to Closing a Tenant under any such Space Lease requests a refund of such larger security deposit, or posts a replacement letter of credit in a lower amount, as applicable and in accordance with the terms of the applicable Space Lease, Sellers shall be permitted to refund such security deposit or accept such replacement letter of credit (and return the existing letter of credit) without Buyer’s consent (each, a “Permitted SD Replacement”) and, in such event, Sellers shall only provide a credit at Closing in an amount equal to the lower amount, and shall in good faith use commercially reasonable efforts to pursue the collection of such past due Rents after the Closing Date (but Buyer shall not only be required to litigate deliver the lower replacement letter of credit, as applicable. Sellers shall also deliver to Buyer at Closing any original security deposits that are held in connection the form of letters of credit (the “SD Letters of Credit”) and completed transfer forms for the purpose of transferring such SD Letters of Credit to Buyer if the same are transferable, at Buyer’s sole cost (including payment of any third party transfer fees and expenses); if any of the SD Letters of Credit is not transferable, Seller shall request the tenants obligated under such SD Letters of Credit to cause new letters of credit to be issued in favor of Buyer in replacement thereof and in the event such a new letter of credit is not issued in favor of Buyer by Closing, Buyer shall diligently pursue such replacement Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the recovery from Tenants of such delinquencies or other unpaid amounts) for a period of six (6) months following the Closing Date. To the extent Buyer receives payment of Rents (or income in connection with other tenant charges) on or after the Closing Date, such payments shall be applied first toward the Rent (or other tenant charge) for the month in which the Closing occurs Securities and then to any Rent (or other tenant charges) owed to Buyer in connection with the applicable Space Lease or other document for six (6) months after the month in which the Closing occurs, and then to any Rent (or other tenant charges) owed to Seller in connection with the applicable Space Lease or other document for periods prior to the Closing Date; provided, however, that any year-end or similar reconciliation payment shall be allocated as hereinafter provided. Buyer may not waive any delinquent (or unpaid) rents or modify a Space Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amountsExchange Commission.

Fixed Rents and Additional Rents. (a) All fixed To the extent that Seller or Purchaser receives Rents under any Lease after the Closing Date, the same shall be held in trust by Seller or Purchaser, as the case may be, and shall be applied in accordance with this Section 9.5.3. b) Fixed rents paid or payable by tenants under Leases (collectively, “Fixed Rents”)) shall be adjusted and prorated, and Additional Rent (as hereinafter defined); Fixed Rents, and Additional Rent being together referred to herein as “Rents” paid by Tenants in connection with the Tenants’ occupancy of the PropertyApportionment Time, security deposits (except as hereinafter provided) on an as, if and other tenant charges shall be proratedwhen collected basis. Any Fixed Rents collected by Purchaser or Seller shall deliver or provide a credit in an amount equal to all prepaid Rents for periods from and after the Closing Date to Buyer on the Closing Date. from any tenant who owes Fixed Rents that are delinquent (or payable but unpaid) as of the Closing Date shall not be prorated on the Closing Date. Rather, Buyer shall cause any such delinquent rent (or payable but unpaid rent) for the period prior to during which Closing to be remitted to Seller if, as and when collected. At Closing, Seller shall deliver to Buyer a schedule of all such delinquent occurs or payable but unpaid rent. Buyer shall include such delinquencies (or unpaid amounts) in its normal billing (and Buyer shall deliver to Seller, concurrently with the delivery to Tenants, copies of all statements relating to Rent for a period periods prior to the Closing) and shall in good faith use commercially reasonable efforts to pursue the collection of such past due Rents after the Closing Date (but Buyer shall not be required to litigate in connection with the recovery from Tenants of such delinquencies or other unpaid amounts) for a period of six (6) months following the Closing Date. To the extent Buyer receives payment of Rents (or income in connection with other tenant charges) on or after the Closing Date, such payments shall be applied first toward the Rent (or other first, in payment of Fixed Rents owed by such tenant charge) for the month in which the Closing occurs [and, if, and then to any Rent (or other only if, the Closing occurs within the first ten days of a calendar month, the immediately preceding month]; second, in payment of Fixed Rents owed by such tenant charges) owed to Buyer in connection with for the applicable Space Lease or other document for six (6) months period after the month in which the Closing occurs through the end of the month in which such amount is collected; and third, after Fixed Rents for all current periods have been paid in full, in payment of Fixed Rents owed by such tenant for the period prior to the month immediately preceding the month in which the Closing occurs. Each such amount, less any out-of-pocket third party costs of collection (including reasonable attorneys’ fees and expenses) reasonably allocable thereto, shall be adjusted and prorated as provided above, and then the party who receives any such amount shall promptly pay over to the other party any Rent portion thereof to which it is so entitled. Set forth on Schedule 9.5.3 is a list of all delinquent rents and other outstanding amounts due Seller under the Leases as of the date hereof. Any Fixed Rents received by Seller after the Closing from any tenant who is not delinquent with respect to Fixed Rents as of the Closing shall belong solely to Purchaser and shall be promptly paid by Seller to Purchaser. c) Purchaser shall bxxx tenants who owe Fixed Rents and “Operating Expense Recoveries” (or other tenant chargesas defined below) owed to Seller in connection with (collectively, “Rents”) for the applicable Space Lease or other document period during which the Closing occurs and for periods prior to the Closing Date; on a monthly basis for a period of twelve (12) consecutive months following the Closing, provided, however, that Purchaser shall have no obligation to commence any yearaction or proceeding or to make any out-end of-pocket expenditure (other than de minimis items such as postage, telephone charges and similar items) to collect any such past due Rents. Notwithstanding Purchaser’s good faith compliance with the provisions of the immediately preceding sentence, if Purchaser does not collect such past due Rents, Seller shall have the right, upon prior written notice to Purchaser, to commence proceedings to collect such delinquencies, provided that (i) Seller shall not be entitled to pursue any Lease termination, dispossess, eviction or similar reconciliation proceedings against any such tenant and (ii) the sole remedy which may be sought by Seller against any such tenant is money damages. Any payment by a tenant to Purchaser after the Closing Date in an amount less than the full amount of Rents then due and payable by such tenant shall be allocated as hereinafter provided. Buyer may not waive any delinquent applied first to Fixed Rents (or unpaid) rents or modify a Space Lease so in the order of priority as to reduce time periods as is set forth in Section 9.5.3(b)) to the extent of all such Fixed Rents that are then due and payable by such tenant, and thereafter to Operating Expense Recoveries (in accordance with the provisions set forth in Sections 9.5.3(d) below). d) At least three (3) Business Days prior to Closing, Seller will prepare and submit to Purchaser an estimated reconciliation as of the Apportionment Time of the amounts of all bxxxxxxx and charges for taxes, insurance charges and other operating expenses owed by the tenants under the Leases, taking into account all applicable base years, expense stops, caps or otherwise affect similar matters specified under the Leases (collectively, “Operating Expense Recoveries”), for calendar year 2006. If less amounts have been collected from tenants for Operating Expense Recoveries for calendar year 2006 than would have been owed thereunder by tenants under the Leases if the reconciliations under such Leases were completed as of the Apportionment Time based on the taxes, insurance charges and other operating expenses incurred by Seller for any period in which calendar year 2006 up to the Apportionment Time, Purchaser will pay such difference to Seller is entitled at Closing as an addition to receive the Purchase Price. If more amounts have been collected from tenants for Operating Expense Recoveries for calendar year 2006 than would have been owed by tenants under the Leases if the reconciliations under such Leases were completed as of the Apportionment Time based on the taxes, insurance charges and other operating expenses incurred by Seller for calendar year 2006 up to the Apportionment Time, Seller will pay to Purchaser at Closing as a share of charges or amountscredit against the Purchase Price such excess collected amount.

Fixed Rents and Additional Rents. (a) All fixed Fixed rents (collectively, “Fixed Rents”), ) and Additional Rent Rents (as hereinafter defined); Fixed Rents, Rents and Additional Rent Rents being together referred to herein as “Rents” ”) paid or payable by the Tenants in connection with the Tenants’ their occupancy of the Property, security deposits (except as hereinafter provided) and other tenant charges Property shall be prorated. Seller shall deliver or provide a credit in an amount equal to all prepaid Rents for periods from adjusted and after the Closing Date to Buyer on the Closing Date. Rents that are delinquent (or payable but unpaid) as of the Closing Date shall not be prorated on the Closing Date. Rather, Buyer shall cause any such delinquent rent (or payable but unpaid rent) for the period prior to Closing to be remitted to Seller an if, as and when collectedcollected basis. At Closing, Any Rents collected by the Buyer or the Seller shall deliver to Buyer after the Closing from a schedule of all Tenant if such delinquent or payable but unpaid rent. Buyer shall include such delinquencies (or unpaid amounts) in its normal billing (and Buyer shall deliver to Seller, concurrently with the delivery to Tenants, copies of all statements relating to Rent Tenant owes Rents for a period periods prior to the Closing, shall be applied (i) and shall first, in good faith use commercially reasonable efforts to pursue the collection of such past due Rents after the Closing Date (but Buyer shall not be required to litigate in connection with the recovery from Tenants of such delinquencies or other unpaid amounts) for a period of six (6) months following the Closing Date. To the extent Buyer receives payment of Rents (or income in connection with other owed by such tenant charges) on or after the Closing Date, such payments shall be applied first toward the Rent (or other tenant charge) for the month in which the Closing occurs and then to any Rent occurs, (or other ii) second, in payment of Rents owed by such tenant charges) owed to Buyer in connection with for the applicable Space Lease or other document for six (6) months month after the month in which the Closing occurs, (iii) third, in payment of Rents owed by such tenant for the month immediately prior to the month in which the Closing Date occurs, (iv) fourth, in payment of Rents due and then owed by such tenant, if any, for any period after the month in which the Closing Date occurs, and (v) fifth, in payment of any remaining Rents owed by such tenant for any period prior to the month in which the Closing occurs. Each such amount, less any costs of collection (including reasonable counsel fees) reasonably allocable thereto, shall be adjusted and prorated as provided above, and the party who receives such amount shall promptly pay over to the other party the portion thereof to which it is so entitled. For the purposes of this provision, the term “Additional Rent” shall mean amounts payable under the Leases for (i) the payment of additional rent based upon a percentage of the tenant’s business during a specified annual or other period (sometimes referred to as “percentage rent”), (ii) so-called common area maintenance or “CAM” charges, and (iii) so-called “escalation rent” or additional rent based upon increases in real estate taxes or operating expenses or labor costs or cost of living or xxxxxx’x wages or otherwise. As to any Additional Rent (or other tenant charges) owed to Seller in connection with the applicable Space Lease or other document for periods respect of an accounting period that shall have expired prior to the Closing Date; providedbut which is payable after the Closing, however, that any year-end or similar reconciliation payment the Buyer shall be allocated as hereinafter provided. Buyer may not waive any delinquent (or unpaid) rents or modify a Space Lease so as pay the entire amount over to reduce or otherwise affect amounts owed thereunder for any period in which the Seller is entitled to receive a share of charges or amountsupon the Buyer’s receipt thereof.

Fixed Rents and Additional Rents. All (ai) All fixed rents (collectively, “Fixed Rents”), and (ii) amounts payable under any Space Lease for “percentage rent” or the payment based upon a percentage of the tenant’s business during a specified annual or other period (the “Percentage Rent”), (iii) Additional Rent (as hereinafter defined); together with Fixed Rents and Percentage Rents, and Additional Rent being together referred to herein as collectively, “Rents” paid by Tenants in connection with the Tenants’ occupancy of the Property”), (iv) security deposits (except as hereinafter provided) and (v) other tenant charges charges, in each case paid or payable to tenants under the Space Leases in connection with such tenants’ occupancy of the Asset, shall be prorated. Seller shall deliver or provide a credit in an amount equal to all prepaid Rents rentals for periods from and after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Space Leases and are not applied or forfeited prior to the Closing) as set forth on Schedule 10.1, to Buyer on the Closing Date. Seller shall also deliver to Buyer any original security deposits that are held in the form of letters of credit (the “SD Letters of Credit”) if the same are transferable, at Buyer’s sole cost (including Buyer’s payment of any third party transfer fees and expenses). If any of the SD Letters of Credit is not transferable, Seller shall request the tenants obligated under such SD Letters of Credit to cause new letters of credit to be issued in favor of Buyer in replacement thereof. In the event any such new letter of credit is not issued in favor of Buyer by the Closing, Buyer shall diligently pursue such replacement after the Closing, and Seller shall take all reasonable action, as directed by Buyer and at Buyer’s sole expense, in connection with the presentment of such SD Letters of Credit for payment as permitted under the terms of the applicable Space Lease. In consideration of Seller’s agreement in the immediately preceding sentence, Buyer shall indemnify, defend and hold Seller harmless from any liability, damage, loss, cost or expense to the extent resulting from an alleged wrongful drawing upon any of the SD Letters of Credit after the Closing. A list of the unapplied tenant security deposits held by Seller under the Space Leases as of the Effective Date is set forth on Schedule 10.1. Rents that are delinquent (or payable but unpaid) as of the Closing Date Adjustment Point shall not be prorated on the Closing Datesuch time. Rather, Buyer and Seller shall cause any such delinquent rent Rent (or payable but unpaid rentRent) for the period prior to Closing to be remitted to Seller prorated on an if, as as, and when collected. At Closing, Seller shall deliver to Buyer a schedule of all such delinquent or payable but unpaid rent. Buyer shall include such delinquencies (or unpaid amounts) collected basis in its normal billing (and Buyer shall deliver to Seller, concurrently accordance with the delivery to Tenants, copies terms of all statements relating to Rent for a period prior to the Closing) and shall in good faith use commercially reasonable efforts to pursue the collection of such past due Rents after the Closing Date (but Buyer shall not be required to litigate in connection with the recovery from Tenants of such delinquencies or other unpaid amounts) for a period of six (6) months following the Closing Date. To the extent Buyer receives payment of Rents (or income in connection with other tenant charges) on or after the Closing Date, such payments shall be applied first toward the Rent (or other tenant charge) for the month in which the Closing occurs and then to any Rent (or other tenant charges) owed to Buyer in connection with the applicable Space Lease or other document for six (6) months after the month in which the Closing occurs, and then to any Rent (or other tenant charges) owed to Seller in connection with the applicable Space Lease or other document for periods prior to the Closing Date; provided, however, that any year-end or similar reconciliation payment shall be allocated as hereinafter provided. Buyer may not waive any delinquent (or unpaid) rents or modify a Space Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amountsthis Section 10.

Fixed Rents and Additional Rents. (a) All fixed rents (collectively, “Fixed Rents”), ) and Additional Rent (as hereinafter defined); Fixed Rents, Rents and Additional Rent being together referred to herein as “Rents” ”) which is not delinquent and paid by Tenants in connection with the Tenants’ occupancy of the PropertyAssets, security deposits (except as hereinafter provided) and other tenant charges shall be proratedprorated with Seller being entitled to Rents attributable to periods prior to Closing and Buyer being entitled to Rents attributable to periods from and after Closing. Seller shall deliver or provide a credit in an amount equal to all prepaid Rents for periods from and after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by Tenants and are not applied in accordance with this Agreement or forfeited prior to the Closing) as set forth on Schedule 10.1, to Buyer on the Closing Date. A list of the unapplied tenant security deposits held by Seller under the Space Leases as of the Effective Date is set forth on Schedule 10.1. Notwithstanding the foregoing, Rents that are delinquent (or payable but unpaid) as of the Closing Date shall not be prorated on the Closing Date. Rather, Buyer shall cause any such delinquent rent (or payable but unpaid rent) for the period prior to Closing to be remitted to Seller if, as and when collected. At Closing, Seller shall deliver to Buyer a schedule of all such delinquent or payable but unpaid rent. Buyer shall include such delinquencies (or unpaid amounts) in its normal billing (and Buyer shall deliver to Seller, concurrently with the delivery to Tenants, copies of all statements relating to Rent for a period prior to the Closing) and shall in good faith use commercially reasonable efforts to pursue the collection of such past due Rents after the Closing Date (but Buyer shall not be required to call an event of default, litigate or implement collection procedures specifically in connection with the recovery from Tenants of such delinquencies or other unpaid amounts) for a period of six (6) months following the Closing Dateamounts which are delinquent). To the extent Buyer receives payment of delinquent Rents (or income in connection with other tenant charges) on or after the Closing Date, such payments shall be applied first toward (1) first, to the Rent (or other tenant charge) for the month in which the Closing occurs and then to any delinquent Rent (or other tenant charges) owed to Buyer in connection with the applicable Space Lease or other document for six (6) months after the period following the month in which the Closing occurs, (2) second, toward the delinquent Rent (or other tenant charge) for the month in which the Closing occurs and (3) then to any Rent delinquent rents (or other tenant charges) owed to Seller in connection Seller, with the applicable Space Lease or other document for periods prior Seller’s share thereof being promptly delivered to the Closing DateSeller; provided, however, that any year-end or similar reconciliation payment shall be allocated as hereinafter provided. Buyer may Seller shall have no rights to collect such sums directly from the Tenants, and hereby covenants and agrees not waive to seek such sums in any manner whatsoever, including but not limited to bringing lawsuits against the Tenants for such collection, disturbing the possession, use or occupancy of the Tenants, seeking the termination of the applicable Space Lease or otherwise pursuing the eviction of such Tenant. With respect to delinquent or other uncollected rents and any other amounts or other rights of any kind respecting Tenants who are no longer Tenants of the Property as of the Closing Date, Seller shall retain all of the rights relating thereto. For the purposes of this Section 10.1, the term “Additional Rent” shall mean amounts payable under any Space Lease for (A) so-called common area maintenance or unpaid“CAM” charges, and (B) rents so-called “escalation rent” or modify additional rent based upon increases in real estate taxes or operating expenses or labor costs or cost of living or xxxxxx’x wages or insurance or other expenses of the Assets or otherwise and to the extent that a Space Lease so as provides for base year amounts for operating expenses or taxes, such base year amounts shall be prorated in determining Additional Rent with respect to reduce such Space Lease. As to any Additional Rent in respect of an accounting period that shall have expired prior to the Closing but which is payable after the Closing, Buyer shall pay the entire amount over to Seller upon Buyer’s receipt thereof subject to this Section 10.1(a). Buyer shall include such Additional Rent delinquencies (or otherwise affect amounts owed thereunder unpaid amounts) in its normal billing and shall in good faith use commercially reasonable efforts to pursue the collection of such past due Additional Rent after the Closing Date (but Buyer shall not be required to litigate or implement collection procedures specifically in connection with the recovery from Tenants of such delinquencies or other unpaid amounts). This Section 10.1(a) and the obligations set forth herein shall survive the Closing for any period in which Seller is entitled to receive a share of charges or amountstwelve (12) months.

Fixed Rents and Additional Rents. (a) All fixed Fixed rents (collectively, “Fixed Rents”), ) and Additional Rent Rents (as hereinafter defined); Fixed Rents, Rents and Additional Rent being together Rents collectively referred to herein as “Rents” ”) paid or payable by the Tenants in connection with the Tenants’ their occupancy of the Property, security deposits (except as hereinafter provided) and other tenant charges Properties shall be prorated. Seller shall deliver or provide a credit in an amount equal to all prepaid Rents for periods from adjusted and after the Closing Date to Buyer on the Closing Date. Rents that are delinquent (or payable but unpaid) as of the Closing Date shall not be prorated on the Closing Date. Rather, Buyer shall cause any such delinquent rent (or payable but unpaid rent) for the period prior to Closing to be remitted to Seller an if, as and when collectedcollected basis. At Closing, Neither Seller shall deliver to Buyer a schedule of all such delinquent or payable but unpaid rent. nor Buyer shall include such delinquencies (receive credit at Closing for any payment of Rents or unpaid amounts) in its normal billing (and Buyer shall deliver to Additional Rents due but not paid as of the Closing. Any Rents collected by Seller, concurrently with the delivery to Tenants, copies of all statements relating to Rent Venture or any Owner Entity after the Closing from any Tenant who owes Rents for a period periods prior to the Closing, shall be applied (i) and shall first, in good faith use commercially reasonable efforts to pursue the collection of such past due Rents after the Closing Date (but Buyer shall not be required to litigate in connection with the recovery from Tenants of such delinquencies or other unpaid amounts) for a period of six (6) months following the Closing Date. To the extent Buyer receives payment of Rents (or income in connection with other tenant charges) on or after the Closing Date, owed by such payments shall be applied first toward the Rent (or other tenant charge) Tenant for the month in which the Closing occurs and then to any Rent (or other tenant charges) owed to Buyer in connection with the applicable Space Lease or other document for six (6) months after the month in which the Closing occurs, (ii) second, in payment of current rentals at the time of receipt, (iii) third, to delinquent rentals, if any, which became due after the Closing, and (iv) then to delinquent rentals, if any, which became due and payable prior to the Closing. Such Rent, less any Rent costs of collection (including reasonable counsel fees) reasonably allocable thereto, shall be adjusted and prorated as provided above, and the party who receives such amount shall promptly pay over to the other party the portion thereof to which it is entitled. For the purposes of this provision, the term “Additional Rent” shall mean any other amounts payable under any Lease for (i) the payment of additional rent based upon a percentage of the tenant’s business during a specified annual or other tenant period (sometimes referred to as “percentage rent” or “overages rent”), (ii) so-called common area maintenance or “CAM” charges, (iii) owed to so called “escalation rent” or additional rent based upon increases in real estate taxes or operating expenses or labor costs or cost of living or xxxxxx’x wages or otherwise, (iv) marketing, media and promotional charges and (v) other reimbursements payable by any such Tenant. Seller shall be responsible for any liabilities arising out of or in connection with any rent audits, including without limitation such audits as set forth on Schedule 3.3(c)(vi) attached hereto, relating to the applicable Space Lease or other document for periods period prior to the Closing Date; provided, however, that any year-end or similar reconciliation payment shall be allocated as hereinafter provided. Buyer may not waive any delinquent (or unpaid) rents or modify a Space Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amountsClosing.