Common use of Fixed Rents and Additional Rents Clause in Contracts

Fixed Rents and Additional Rents. (j) All (i) fixed rents (collectively, “Fixed Rents”), (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, collectively, “Rents”), (iv) security deposits (except as hereinafter provided) and (v) other tenant 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 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 Adjustment Point shall not be prorated on such time. Rather, Buyer and Seller shall cause any such delinquent Rent (or payable but unpaid Rent) to be prorated on an if, as, and when collected basis in accordance with the terms of this Section 10.1. At the Closing, Seller shall deliver to Buyer a schedule of all such delinquent or payable but unpaid Rents. Additionally, there shall be no proration of any Rents that a tenant under a Space Lease delivers to either Buyer or Seller and that such tenant has identified, at the time of such delivery, as constituting payment of Additional Rent (including, without limitation) tax or operating expense escalations) for a month or other period prior to the month in which the Closing occurs 40

Fixed Rents and Additional Rents. (ja) All (i) fixed rents (collectively, “Fixed Rents”), (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) and Additional Rent (as hereinafter defined; together with ) (Fixed Rents, Percentage Rents and Percentage Rents, collectively, Additional Rent being together referred to herein as “Rents”), (iv) security deposits (except as hereinafter provided) and (v) other tenant charges, in each case paid by or payable paid to tenants under the Space Leases in connection with such the tenants’ occupancy of the Asset, 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 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 in accordance with this Agreement or 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 Buyer on the terms of the applicable Space Lease. In the event that prior to Closing Datea 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 only be required to deliver the lower replacement letter of credit, as applicable. Seller Sellers shall also deliver to Buyer at Closing any original security deposits that are held in 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 Buyer’s payment of any third party transfer fees and expenses). If ; 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 thereof and in the event any such a new letter of credit is not issued in favor of Buyer by the Closing, Buyer shall diligently pursue such replacement after the Closing, Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and Seller shall take all reasonable action, as directed by Buyer and at Buyer’s sole expense, in connection have been filed separately 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 Securities 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 Adjustment Point shall not be prorated on such time. Rather, Buyer and Seller shall cause any such delinquent Rent (or payable but unpaid Rent) to be prorated on an if, as, and when collected basis in accordance with the terms of this Section 10.1. At the Closing, Seller shall deliver to Buyer a schedule of all such delinquent or payable but unpaid Rents. Additionally, there shall be no proration of any Rents that a tenant under a Space Lease delivers to either Buyer or Seller and that such tenant has identified, at the time of such delivery, as constituting payment of Additional Rent (including, without limitation) tax or operating expense escalations) for a month or other period prior to the month in which the Closing occurs 40Exchange Commission.

Fixed Rents and Additional Rents. (ja) All (i) fixed rents (collectively, “Fixed Rents”), (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) and Additional Rent (as hereinafter defined); together with Fixed Rents and Percentage Rents, collectively, 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 Assets, (iv) security deposits (except as hereinafter provided) and (v) other tenant charges, in each case paid or payable to tenants under the Space Leases in connection with such tenants’ occupancy of the Asset, 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 rentals Rents 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 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. 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. Notwithstanding the foregoing, Rents that are delinquent (or payable but unpaid) as of the Adjustment Point Closing Date shall not be prorated on such time. Rather, Buyer and Seller shall cause any such delinquent Rent (or payable but unpaid Rent) to be prorated on an if, as, and when collected basis in accordance with the terms of this Section 10.1Closing Date. At the Closing, Seller shall deliver to Buyer a schedule of all such delinquent or payable but unpaid Rentsrent. AdditionallyBuyer shall include such delinquencies (or unpaid amounts) in its normal billing (and Buyer shall deliver to Seller, there shall be no proration concurrently with the delivery to Tenants, copies of any Rents that a tenant under a Space Lease delivers all statements relating to either Buyer or Seller and that such tenant has identified, at the time of such delivery, as constituting payment of Additional Rent (including, without limitation) tax or operating expense escalations) for a month or other 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 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 (1) first, to the delinquent Rent (or other tenant charges) owed to Buyer in connection with the applicable Space Lease for 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 40and (3) then to any delinquent rents (or other tenant charges) owed to Seller, with Seller’s share thereof being promptly delivered to Seller; provided, however, that any year-end or similar reconciliation payment shall be allocated as hereinafter provided. Seller shall have no rights to collect such sums directly from the Tenants, and hereby covenants and agrees not 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 “

Fixed Rents and Additional Rents. (ja) All (i) fixed rents (collectively, “Fixed Rents”), (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) and Additional Rent (as hereinafter defined); together with Fixed Rents and Percentage Rents, collectively, and Additional Rent being together referred to herein as “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, in each case paid or payable to tenants under the Space Leases in connection with such tenants’ occupancy of the Asset, charges shall be prorated. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals Rents 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 Adjustment Point Closing Date shall not be prorated on such timethe Closing Date. Rather, Buyer and Seller shall cause any such delinquent Rent rent (or payable but unpaid Rentrent) for the period prior to Closing to be prorated on an remitted to Seller if, as, as and when collected basis in accordance with the terms of this Section 10.1collected. At the Closing, Seller shall deliver to Buyer a schedule of all such delinquent or payable but unpaid Rentsrent. AdditionallyBuyer shall include such delinquencies (or unpaid amounts) in its normal billing (and Buyer shall deliver to Seller, there concurrently with the delivery to Tenants, copies of all statements relating to Rent for a period prior to the Closing) and shall be no proration of any Rents that a tenant under a Space Lease delivers in good faith use commercially reasonable efforts to either Buyer or Seller and that such tenant has identified, at pursue the time collection of such delivery, as constituting payment past due Rents after the Closing Date (but Buyer shall not be required to litigate in connection with the recovery from Tenants of Additional Rent (including, without limitation) tax such delinquencies or operating expense escalationsother unpaid amounts) for a month 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 period prior to tenant charge) for the month in which the Closing occurs 40and 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