Common use of Lease Adjustments Clause in Contracts

Lease Adjustments. Adjustments related to the Leases and Occupancy Agreements shall be calculated as follows (the “Lease Adjustments”): (i) Base Rent and Additional Rent shall be apportioned as of as of the Closing Date (again, consistent with the concept that all revenues and expenses of the Property shall be attributable to Purchaser as of 12:01 a.m. on the Closing Date), and Additional Rent and other charges to Tenant shall be apportioned in the same manner for the Closing, but Additional Rent and other charges shall be reapportioned on the basis of the actual amount of Additional Rent and other charges equitably allocable to each party at a later time as set forth below. If Tenant is in arrears in the payment of Base Rent or Additional Rent, then any Base Rent or Additional Rent due and payable as of the Closing Date, but not actually collected on or prior to the Closing Date, shall not be apportioned until such rent is collected, at which point it will be apportioned as provided in Section 3.03(c)(iv) for Base Rent and Section 3.03(c)(ii) for Additional Rent. (ii) The parties acknowledge that certain apportionments relating to Additional Rent and other charges to Tenant may not be determinable until after Closing. Any such apportionments shall be calculated as soon as reasonably practicable, but in no event later than six (6) months following the Closing Date and then reapportioned based upon the mutually agreeable final calculation. Such final apportionments shall be made (A) for Additional Rent and other charges that are for costs and expenses, depending on whether Seller or Purchaser paid such cost and expenses and (B) for Additional Rent and other charges that are to compensate landlord for, among other things, late payments of rent and amounts expended by landlord on Tenant’s behalf, on the basis of when the payment was due and payable and whether Seller or Purchaser owned the Property when such funds were expended on behalf of Tenant. Additional Rent and other charges that do not fit into the above categories shall be finally apportioned on an equitable basis based on periods of ownership of the Property and bearing of economic risk with respect to an item. Additional Rent shall be apportioned between the parties as set forth in this Section 3.03(b)(ii) regardless of whether such payments are made on a timely basis or in arrears. In addition, any Additional Rent payments that are made to pay a specified invoice (such as the electric service payments made monthly by the Tenant to landlord) shall be paid to the party that owned the Property at the time the services being billed, regardless of whether such invoice is rendered and/or paid before or after the Closing Date. Any such payments shall be identified either because they are in the amount of a specific invoice (such as the periodic electrical invoices rendered) or because the payment is designated by Tenant in writing (which shall include a notation on the check delivered or a stub or other attachment thereto) as applying to a specific invoice or invoices. Purchaser agrees to use reasonable efforts to collect any Base Rents or Additional Rents that relate to the period before Closing and have not been paid. (iii) The apportionments under all Leases shall be netted so as to provide one net credit to either Seller or Purchaser, as the case may be. (iv) If Tenant is in arrears in the payment of Base Rent for any Lease on the Closing Date, Base Rent received from Tenant after the Closing under such Lease shall be applied in the following order of priority until the arrearage is paid in full: (a) first to the then current month; (b) then to the month in which Closing occurred; (c) then to the months after Closing for which Base Rent is then due and payable but has not been paid; (d) then to the month immediately preceding the month in which Closing occurred; and (e) then to any additional months before the Closing for which Base Rent has not been paid. Purchaser will make a good faith effort after Closing to collect all Base Rent in the usual course of Purchaser’s operation of the Property (and upon request from Seller shall make written demand upon Tenant for payment of past due rent owed to Seller and shall send a notice of default with regard thereto), but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent Base Rent. (v) The obligations and provisions of this Section 3.03(c) shall survive the Closing.

Lease Adjustments. Adjustments related If, at any time on or prior to the Leases and Occupancy Agreements shall be calculated as follows eighteen (the “Lease Adjustments”): (i18) Base Rent and Additional Rent shall be apportioned as of as of the Closing Date (again, consistent with the concept that all revenues and expenses of the Property shall be attributable to Purchaser as of 12:01 a.m. on the Closing Date), and Additional Rent and other charges to Tenant shall be apportioned in the same manner for the Closing, but Additional Rent and other charges shall be reapportioned on the basis of the actual amount of Additional Rent and other charges equitably allocable to each party at a later time as set forth below. If Tenant is in arrears in the payment of Base Rent or Additional Rent, then any Base Rent or Additional Rent due and payable as month anniversary of the Closing Date, but not actually collected the Buyer is required under the terms of a Lease or any Former Lease to pay any additional amounts under such Lease or Former Lease as a year-end adjustment, the Sellers shall reimburse the Buyer for a pro rata amount of such year-end adjustment allocated to the portion of such year ending on the Closing Date or, in respect of any Former Lease, all of such year-end adjustment (each, a “Seller Lease Adjustment”). Additionally, if, at any time on or prior to the eighteen (18) month anniversary of the Closing Date, the Buyer is required to pay any deficiencies in rental payments in respect of a Lease relating to any period ending on or prior to the Closing DateDate or any Former Lease, the Sellers shall reimburse the Buyer for the amount of such deficiency payment and any fees or penalties assessed by any landlord in connection therewith (collectively, such deficiencies, fees and penalties, the “Short Lease Payments”). If the Sellers dispute the amount of any Seller Lease Adjustment or Short Lease Payment, the Sellers and the Buyer shall jointly negotiate such additional amounts with the applicable landlord and the amount of any Seller Lease Adjustment or Short Lease Payment shall not be apportioned until such rent is collectedfinalized with a landlord without the prior written approval of Seller Representative, at which point it will shall not be apportioned unreasonably withheld or delayed. After final resolution of the amount owed by the Sellers as provided in Section 3.03(c)(iv) for Base Rent and Section 3.03(c)(ii) for Additional Rent. (ii) The parties acknowledge that certain apportionments relating to Additional Rent and other charges to Tenant may not be determinable until after Closing. Any such apportionments shall be calculated as soon as reasonably practicable, but in no event later than six (6) months following the Closing Date and then reapportioned based upon the mutually agreeable final calculation. Such final apportionments shall be made (A) for Additional Rent and other charges that are for costs and expenses, depending on whether Seller or Purchaser paid such cost and expenses and (B) for Additional Rent and other charges that are to compensate landlord for, among other things, late payments of rent and amounts expended by landlord on Tenant’s behalf, on the basis of when the payment was due and payable and whether Seller or Purchaser owned the Property when such funds were expended on behalf of Tenant. Additional Rent and other charges that do not fit into the above categories shall be finally apportioned on an equitable basis based on periods of ownership of the Property and bearing of economic risk with respect to an item. Additional Rent shall be apportioned between the parties as set forth in this Section 3.03(b)(ii) regardless of whether such payments are made on a timely basis or in arrears. In addition3.6, any Additional Rent payments that are made Seller Representative and the Buyer shall jointly instruct the Escrow Agent to pay a specified invoice (such as the electric service payments made monthly by the Tenant to landlord) shall be paid deliver to the party that owned Buyer from the Property at the time the services being billed, regardless of whether such invoice is rendered and/or paid before or after the Closing Date. Any such payments shall be identified either because they are in General Escrow Amount an amount equal to the amount of a specific invoice (such as the periodic electrical invoices rendered) Seller Lease Adjustment or because the payment is designated by Tenant in writing (which Short Lease Payment. The Sellers shall include a notation on the check delivered or a stub or other attachment thereto) as applying to a specific invoice or invoices. Purchaser agrees to use reasonable efforts to collect any Base Rents or Additional Rents that relate to the period before Closing and have not been paid. (iii) The apportionments under all Leases shall be netted so as to provide one net credit to either Seller or Purchaser, as the case may be. (iv) If Tenant is in arrears in the payment of Base Rent for any Lease on the Closing Date, Base Rent received from Tenant after the Closing under such Lease shall be applied in the following order of priority until the arrearage is paid in full: (a) first to the then current month; (b) then to the month in which Closing occurred; (c) then to the months after Closing for which Base Rent is then due and payable but has not been paid; (d) then to the month immediately preceding the month in which Closing occurred; and (e) then to any additional months before the Closing for which Base Rent has not been paid. Purchaser will make a good faith effort after Closing to collect all Base Rent in the usual course of Purchaser’s operation of the Property (and upon request from Seller shall make written demand upon Tenant for payment of past due rent owed to Seller and shall send a notice of default with regard thereto), but Purchaser will not be obligated to institute the Buyer for any lawsuit Seller Lease Adjustment, or other collection procedures portion thereof, or Short Lease Payment, or portion thereof, that exceeds the General Escrow Amount. The amount of any credits under a Lease or any Former Lease attributable to collect delinquent Base Rentthe portion of a lease term ending on or prior to the Closing Date (each, a “Lease Credit”) received by the Buyer shall be deposited into the Escrow Account by the Buyer and shall constitute part of the General Escrow Amount. (v) The obligations and provisions of this Section 3.03(c) shall survive the Closing.

Lease Adjustments. Adjustments related If, at any time on or prior to the Leases and Occupancy Agreements shall be calculated as follows first (the “Lease Adjustments”): (i1st) Base Rent and Additional Rent shall be apportioned as of as of the Closing Date (again, consistent with the concept that all revenues and expenses of the Property shall be attributable to Purchaser as of 12:01 a.m. on the Closing Date), and Additional Rent and other charges to Tenant shall be apportioned in the same manner for the Closing, but Additional Rent and other charges shall be reapportioned on the basis of the actual amount of Additional Rent and other charges equitably allocable to each party at a later time as set forth below. If Tenant is in arrears in the payment of Base Rent or Additional Rent, then any Base Rent or Additional Rent due and payable as anniversary of the Closing Date, but the Buyer is required under the terms of an Assumed Lease to pay any additional amounts under such Assumed Lease as an ordinary course year-end adjustment (e.g., common area expenses or ad valorem property taxes) on the part of the relevant lessor, the Buyer shall reduce any unpaid Note Payments (as hereinafter defined) by an aggregate amount equal to the pro rata amount of such year-end adjustment allocated to the portion of such year ending on the Closing Date (each, a “Seller Lease Adjustment”). If the amount of such Seller Lease Adjustment exceeds the remaining Note Payments, then the Seller shall remain obligated to the Buyer for the net aggregate amount owed by the Seller to the Buyer pursuant to this Section 2.4 that is not actually collected satisfied by a reduction to one (1) or more Note Payments, and shall pay such amount to the Buyer no later than ten (10) Business Days after receipt of written notice from the Buyer that the remaining Note Payments are insufficient to fully fund such amount. Additionally, if, at any time on or prior to the first (1st) anniversary of the Closing Date, the Buyer receives any refunded rental payments or credits in respect of an Assumed Lease relating to any period beginning and/or ending on or prior to the Closing Date, the Buyer shall remit to the Seller the pro rata portion of such payments allocated to the portion of such year ending on the Closing Date (each, a “Refunded Lease Payment”). If the Seller disputes the amount of any Seller Lease Adjustment or Refunded Lease Payment, the Seller and the Buyer shall jointly negotiate such amounts with the applicable landlord and the amount of any Seller Lease Adjustment or Refunded Lease Payment shall not be apportioned until such rent is collectedfinalized with a landlord without the prior written approval of the Seller, which shall not be unreasonably withheld, conditioned or delayed. If, at which point it will be apportioned as provided in Section 3.03(c)(iv) for Base Rent and Section 3.03(c)(ii) for Additional Rent. (ii) The parties acknowledge that certain apportionments relating any time prior to Additional Rent and other charges or after the Closing, the Seller is unable to Tenant may not be determinable until after Closing. Any such apportionments shall be calculated as soon as reasonably practicable, but in no event later than six (6) months following obtain consent to the Closing Date and then reapportioned based upon the mutually agreeable final calculation. Such final apportionments shall be made (A) for Additional Rent and other charges that are for costs and expenses, depending on whether Seller or Purchaser paid such cost and expenses and (B) for Additional Rent and other charges that are to compensate landlord for, among other things, late payments of rent and amounts expended by landlord on Tenant’s behalf, on the basis of when the payment was due and payable and whether Seller or Purchaser owned the Property when such funds were expended on behalf of Tenant. Additional Rent and other charges that do not fit into the above categories shall be finally apportioned on an equitable basis based on periods of ownership of the Property and bearing of economic risk with respect to an item. Additional Rent shall be apportioned between the parties as set forth in this Section 3.03(b)(ii) regardless of whether such payments are made on a timely basis or in arrears. In addition, any Additional Rent payments that are made to pay a specified invoice (such as the electric service payments made monthly assignment by the Tenant to landlord) shall be paid Seller to the party that owned Buyer of an Assumed Lease due to the Property at the time the services being billedlandlord’s exercise of recapture rights, regardless of whether or if any such invoice is rendered and/or paid before landlord has not provided his or her consent within six months after the Closing Date. Any such payments , the Seller shall be identified either because they are pay the Buyer $600,000 for each affected Seller Facility for which its 2013 annual sales equaled or exceeded $1,000,000 and $500,000 for each affected Seller Facility for which its 2013 annual sales were less than $1,000,000, provided that if the remaining lease term in the amount of a specific invoice (such as the periodic electrical invoices rendered) or because the payment is designated by Tenant in writing (which shall include a notation on the check delivered or a stub or other attachment thereto) as applying to a specific invoice or invoices. Purchaser agrees to use reasonable efforts to collect any Base Rents or Additional Rents that relate to the period before Closing and have not been paid. (iii) The apportionments under all Leases shall be netted so as to provide one net credit to either Seller or Purchaser, as the case may be. (iv) If Tenant is in arrears in the payment of Base Rent for any Lease effect on the Closing DateDate for such Seller Facility is less than two years, Base Rent received from Tenant after then the Closing under amounts payable by the Seller for any such Lease affected Seller Facilities shall be applied in the following order $300,000 or $200,000, respectively (instead of priority until the arrearage is paid in full: (a) first to the then current month; (b) then to the month in which Closing occurred; (c) then to the months after Closing for which Base Rent is then due and payable but has not been paid; (d) then to the month immediately preceding the month in which Closing occurred; and (e) then to any additional months before the Closing for which Base Rent has not been paid. Purchaser will make a good faith effort after Closing to collect all Base Rent in the usual course of Purchaser’s operation of the Property (and upon request from Seller shall make written demand upon Tenant for payment of past due rent owed to Seller and shall send a notice of default with regard thereto$600,000 or $500,000), but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent Base Rent. (v) The obligations and provisions of this Section 3.03(c) shall survive the Closing.