Common use of Leasing Commissions Clause in Contracts

Leasing Commissions. Asset Manager or a duly licensed affiliate thereof shall also be the leasing agent for the Property and Asset Manager shall receive compensation for those services as follows: (a) In the event a Space Lease is executed by the parties thereto, and whether or not the lease is procured by Asset Manager or Owner, Owner shall pay, and Asset Manager shall accept, as full compensation for all Asset Manager’s services in connection with such Space Lease a commission computed in accord with the schedule set forth in Exhibit A hereto (a “Full Commission”). The commission shall be paid to Asset Manager one hundred (100%) percent on the first day of the first calendar month following a fully executed Space Lease. Notwithstanding anything to the contrary contained herein, Owner shall have the right, in its sole discretion, to reject or accept any Space Lease for any reason or for no reason whatsoever. Unless and until Owner and the tenant execute and exchange a Space Lease, no commission shall be earned hereunder. (b) If a Space Lease or any other transaction contemplated by the terms and conditions of this Agreement is effected whereby a third-party leasing broker (an “Outside Broker”) is the procuring cause, then Owner shall pay Asset Manager as a commission not to exceed one hundred thirty-seven and one-half (137.5%) percent of a Full Commission computed at the rates and on the terms in Exhibit A, which amount shall be the maximum commission and other compensation due to Asset Manager and such Outside Broker in connection with such Space Lease. Asset Manager shall be fully responsible for negotiating the commission or other compensation due to such Outside Broker and for the payment of any amount due to such Outside Broker. Notwithstanding the foregoing, in no event shall Asset Manager be liable for the failure to obtain such Outside Broker’s agreement to accept, as its compensation, one (1) Full Commission computed and payable in accordance with the applicable provisions of Exhibit A; provided, however, that Asset Manager shall give Owner prompt notice of such circumstance and shall discontinue all negotiations with such Outside Broker in connection with the subject transaction unless Asset Manager is directed otherwise by Owner. Asset Manager shall indemnify and hold Owner harmless with respect to any claims for compensation by any Outside Broker alleging to have dealt with or through Asset Manager and all loss, damage, cost or expense (including reasonable attorney’s fees and disbursements) sustained or incurred by Owner in connection with any such claim or any commission agreement entered into between Asset Manager and Outside Broker; provided, however that the amount of such indemnity shall be limited to the amount of the commission paid with respect to the transaction giving rise to the claim. Owner agrees not to settle any claim without Asset Manager’s prior written approval and in the event Asset Manager unreasonably denies such approval, then notwithstanding the preceding sentence, the amount of Asset Manager’s indemnity shall be unlimited. The commission payable under this paragraph shall be paid upon the full execution of a Space Lease. (c) To induce Owner to enter into this Agreement and to provide an incentive to Asset Manager’s brokers and other leasing representatives and salespersons (together, “Asset Manager’s Representatives”) to lease space in the Property, Asset Manager agrees that notwithstanding any then extant policy respecting the sharing of commissions with Asset Manager’s Representatives, not less than fifty (50%) percent of any commission payable to Asset Manager in connection with a Space Lease with respect to which an Asset Manager’s Representative was the procuring broker or cause shall be paid to such Asset Manager’s Representative. (d) Within thirty (30) days after the expiration of the Term, Asset Manager shall deliver to Owner a complete list of any pending, proposed and incomplete transactions in connection with the leasing or any other disposition of all or part of the Property for which prior to the expiration of the Term (a) a TAB has been approved by Owner’s Supervisor in writing or (b) Asset Manager has exchanged written offers with a proposed tenant or its broker copied to the Owner’s Supervisor (the “Pending List”). The Pending List shall include the foregoing TAB and written offers and shall contain sufficient information to identify the property, prospective tenant, and transaction. Owner shall recognize Asset Manager as the broker in connection with any transaction on the Pending List which is closed within 180 days after the expiration of the Term, and shall pay to Asset Manager a commission in accordance with the terms set forth in this Section 6.2, whether or not the Asset Manager renders any service following such expiration of the Term and whether or not the Asset Manager is the procuring cause of the Space Lease or other transaction. It is agreed that except with respect to a transaction properly set forth on the Pending List that is closed within such 180-day period or for which Asset Manager is the procuring cause, Asset Manager shall not be entitled to any compensation for any Space Lease or other disposition of all or part of the Property that is consummated after the expiration of the Term. If at the expiration of such 180 day period, the transactional documents for a transaction otherwise qualifying Asset Manager for a commission pursuant to this Section 6.2 are out for signature, this Agreement shall govern such transaction if, as and when consummated. (e) In the event the Owner’s interest in the Property is sold, contributed or otherwise transferred, or this Agreement is terminated, Owner shall immediately pay to Asset Manager the balance of all leasing commissions due hereunder notwithstanding any right of Owner to delay payments in accordance with the payment schedule, if any, set forth herein. If any commissions due hereunder are payable in installments, then as to installments that are not yet due, if the acquiring party is reasonably acceptable to Asset Manager, and Owner delivers to Asset Manager at the closing of such sale a written agreement by the party acquiring such interest assuming Owner’s obligations hereunder, Owner shall be relieved of liability with respect to such installments. Owner shall obtain the agreement of such acquiring party to assume the obligation pay any commissions that may thereafter become earned hereunder, such as upon the terms hereof.

Leasing Commissions. Asset In exchange for leasing services to be provided by Manager or a duly licensed affiliate thereof shall also be the leasing agent for the Property and Asset Manager shall receive compensation for those services as follows: (a) In the event a Space Lease is executed by the parties thereto, and whether or not the lease is procured by Asset Manager or Owner, Owner shall pay, and Asset Manager shall accept, as full compensation for all Asset Manager’s services in connection with such Space Lease a commission computed in accord with the schedule set forth in Exhibit A hereto (a “Full Commission”). The commission shall be paid to Asset Manager one hundred (100%) percent on the first day of the first calendar month following a fully executed Space Lease. Notwithstanding anything pursuant to the contrary contained herein, Owner shall have the right, in its sole discretion, to reject or accept any Space Lease for any reason or for no reason whatsoever. Unless and until Owner and the tenant execute and exchange a Space Lease, no commission shall be earned hereunder. (b) If a Space Lease or any other transaction contemplated by the terms and conditions of this Agreement is effected whereby a third-party leasing broker (an “Outside Broker”) is Agreement, the procuring cause, then applicable Property Owner shall pay Asset Manager as a commission not to exceed Manager: (i) six percent (6%) of base rent for the first one hundred thirty-seven twenty (120) months of the initial term for new Leases procured for such Property Owner's Property by Manager and one-half expansions of existing leases at such Property, and (137.5ii) three percent (3%) percent of base rent for the first one hundred twenty (120) months of the renewal term for extensions and renewals of existing leases at such Property (the "Leasing Commission"). If, however, the foregoing leasing commission structure is not the structure that is commonly utilized in a Full Commission computed at particular market area where the rates applicable Property is located, then the applicable Property Owner and on Manager may utilize an alternative leasing commission structure that is commonly utilized in the terms in Exhibit Amarket area, which amount shall be the maximum commission and other compensation due to Asset Manager and such Outside Broker in connection with such Space Lease. Asset Manager shall be fully responsible for negotiating the commission or other compensation due to such Outside Broker and for as the payment of any a certain dollar amount per square foot for a certain period of the lease term; provided, that the same is agreed to in writing in advance by both Manager and the applicable Property Owner (which agreement shall require the approval of MN Retail); provided, further, that if Manager and the applicable Property Owner are unable to so agree, then the foregoing schedule shall be used to determine the Leasing Commission due to such Outside BrokerManager. Notwithstanding the foregoing, or anything to the contrary herein, (a) Manager shall be responsible for paying the fee of any broker from the commission due to Manager pursuant to the foregoing (i.e. the leasing commission earned by Manager will be reduced by any amounts owed to any broker) and (b) in no event shall Asset will Manager be liable entitled to any Leasing Commission for any new leases, lease expansions or lease renewals entered into by a Property Owner following the failure expiration of the Term, whether or not Manager would customarily be deemed to obtain such Outside Broker’s agreement to accept, as its compensation, one (1) Full Commission computed and payable in accordance with be the applicable provisions of Exhibit A; provided, however, that Asset Manager shall give Owner prompt notice procuring cause of such circumstance and shall discontinue all negotiations with such Outside Broker in connection with the subject transaction new lease, lease expansion or lease renewal, unless Asset Manager is directed otherwise by Owner. Asset Manager shall indemnify and hold Owner harmless with respect to any claims for compensation by any Outside Broker alleging to have dealt with or through Asset Manager and all loss, damage, cost or expense (including reasonable attorney’s fees and disbursements) sustained or incurred by Owner in connection with any such claim or any commission agreement entered into between Asset Manager and Outside Broker; provided, however that the amount of such indemnity shall be limited to the amount of the commission paid with respect to the transaction giving rise to the claim. Owner agrees not to settle any claim without Asset Manager’s prior written approval and in the event Asset Manager unreasonably denies such approval, then notwithstanding the preceding sentence, the amount of Asset Manager’s indemnity shall be unlimited. The commission payable under this paragraph shall be paid upon the full execution of a Space Lease. (c) To induce Owner to enter into this Agreement and to provide an incentive to Asset Manager’s brokers and other leasing representatives and salespersons (together, “Asset Manager’s Representatives”) to lease space in the Property, Asset Manager agrees that notwithstanding any then extant policy respecting the sharing of commissions with Asset Manager’s Representatives, not less than fifty (50%) percent of any commission payable to Asset Manager in connection with a Space Lease with respect to which an Asset Manager’s Representative was the procuring broker or cause shall be paid to such Asset Manager’s Representative. (d) Within within thirty (30) days after the expiration of the TermTerm or the termination of the Agreement, Asset Manager shall deliver delivers to Property Owner a complete written list of any pendingthose tenants or potentials tenants with whom Manager engaged in substantive leasing negotiations or from whom Manager received a written lease proposal, proposed and incomplete transactions in connection with the leasing or any other disposition of all or part of the Property for which prior to the such expiration of the Term (a) a TAB has been approved by Owner’s Supervisor in writing or (b) Asset Manager has exchanged written offers with a proposed termination. If any such identified tenant or its broker copied to the Owner’s Supervisor potential tenant enters into a new lease, lease expansion or lease renewal within seventy-five (the “Pending List”). The Pending List shall include the foregoing TAB and written offers and shall contain sufficient information to identify the property, prospective tenant, and transaction. Owner shall recognize Asset Manager as the broker in connection with any transaction on the Pending List which is closed within 180 75) days after the date of expiration or termination of the Term, and shall pay so long as the Agreement was not terminated by Property Owners pursuant to Asset Manager a commission in accordance with the terms set forth in this Section 6.2, whether or not the Asset Manager renders any service following such expiration 3(c)(i) of the Term and whether or not the Asset Manager is the procuring cause of the Space Lease or other transaction. It is agreed that except with respect to a transaction properly set forth on the Pending List that is closed within such 180-day period or for which Asset Manager is the procuring causeAgreement, Asset Manager shall not be entitled to any compensation for any Space Lease or other disposition of all or part of the Property that is consummated after the expiration of the Term. If at the expiration of such 180 day period, the transactional documents for a transaction otherwise qualifying Asset Manager for a leasing commission pursuant to this Section 6.2 are out for signature, this Agreement shall govern such transaction if, as and when consummated. (e) In the event the Owner’s interest in the Property is sold, contributed or otherwise transferred, or this Agreement is terminated, Owner shall immediately pay to Asset Manager the balance of all leasing commissions due hereunder notwithstanding any right of Owner to delay payments in accordance with the payment schedule, if any, set forth herein. If any commissions due hereunder are payable in installments, then as to installments that are not yet due, if the acquiring party is reasonably acceptable to Asset Manager, and Owner delivers to Asset Manager at the closing of such sale a written agreement by the party acquiring such interest assuming Owner’s obligations hereunder, Owner shall be relieved of liability with respect thereto equal in amount to the commission Manager would have received had such new lease, expansion or renewal been entered into prior to such installments. Owner shall obtain the agreement of such acquiring party to assume the obligation pay any commissions that may thereafter become earned hereunder, such as upon the terms hereofexpiration or termination.

Leasing Commissions. Asset Manager To Seller’s knowledge, (i) there are no lease brokerage agreements, leasing commission agreements or a duly licensed affiliate thereof shall also be the other agreements providing for payments of any amounts for leasing agent for activities or procuring tenants with respect to the Property and Asset Manager shall receive compensation for those services or any portion or portions thereof other than as follows: disclosed in EXHIBIT “C” attached hereto (a) In the event a Space Lease is executed by the parties thereto“Commission Agreements”), and whether (ii) there are no agreements currently in effect relating to the management and leasing of the Property other than as disclosed on said EXHIBIT “C” (the “Management Agreement”); and that all leasing commissions, brokerage fees and management fees accrued or not due and payable under the lease is procured by Asset Manager or Owner, Owner shall pay, Commission Agreements and Asset Manager shall acceptthe Management Agreement, as full compensation for all Asset Manager’s services in connection with such Space Lease a commission computed in accord with of the schedule set forth in Exhibit A hereto (a “Full Commission”). The commission date hereof and at the Closing have been or shall be paid in full; and that Seller shall deliver termination notices with regard to Asset Manager one hundred the Management Agreement at Closing (100%unless Purchaser elects to assume such Management Agreement) percent on the first day of the first calendar month following a fully executed Space Leaseat no cost to Purchaser. Notwithstanding anything to the contrary contained herein, Owner shall have the right, in its sole discretion, to reject or accept any Space Lease for any reason or for no reason whatsoever. Unless and until Owner and the tenant execute and exchange a Space Lease, no commission Purchaser shall be earned hereunder. (b) If a Space Lease or any other transaction contemplated by the terms and conditions of this Agreement is effected whereby a third-party leasing broker (an “Outside Broker”) is the procuring cause, then Owner shall pay Asset Manager as a commission not to exceed one hundred thirty-seven and one-half (137.5%) percent of a Full Commission computed at the rates and on the terms in Exhibit A, which amount shall be the maximum commission and other compensation due to Asset Manager and such Outside Broker in connection with such Space Lease. Asset Manager shall be fully responsible for negotiating the commission or other compensation due to such Outside Broker and for the payment of all leasing commissions payable for (A) any amount due new leases entered into after the Effective Date that have been approved (or deemed approved) by Purchaser, and (B) the renewal, expansion or extension of any Leases existing as of the Effective Date and exercised or effected after the Effective Date, and Purchaser shall pay to such Outside Broker. Notwithstanding the foregoing, in no event shall Asset Manager be liable for manager under the failure to obtain such Outside Broker’s agreement to accept, as its compensation, one (1) Full Commission computed and payable in accordance with the applicable provisions of Exhibit A; provided, however, that Asset Manager shall give Owner prompt notice of such circumstance and shall discontinue all negotiations with such Outside Broker in connection with the subject transaction unless Asset Manager is directed otherwise by Owner. Asset Manager shall indemnify and hold Owner harmless Management Agreement leasing commissions with respect to any claims for compensation by any Outside Broker alleging to have dealt with or through Asset Manager and all loss, damage, cost or expense (including reasonable attorney’s fees and disbursements) sustained or incurred by Owner in connection with any such claim or any commission agreement leases entered into between Asset Manager and Outside Broker; provided(or expansions, however that the amount of such indemnity shall be limited to the amount of the commission paid with respect to the transaction giving rise to the claim. Owner agrees not to settle any claim without Asset Manager’s prior written approval and in the event Asset Manager unreasonably denies such approval, then notwithstanding the preceding sentence, the amount of Asset Manager’s indemnity shall be unlimited. The commission payable under this paragraph shall be paid upon the full execution of a Space Lease. (crenewals or extensions effected) To induce Owner to enter into this Agreement and to provide an incentive to Asset Manager’s brokers and other leasing representatives and salespersons (together, “Asset Manager’s Representatives”) to lease space in the Property, Asset Manager agrees that notwithstanding any then extant policy respecting the sharing of commissions with Asset Manager’s Representatives, not less than fifty (50%) percent of any commission payable to Asset Manager in connection with a Space Lease with respect to which an Asset Manager’s Representative was the procuring broker or cause shall be paid to such Asset Manager’s Representative. (d) Within by Purchaser within thirty (30) days after the expiration of the Term, Asset Manager shall deliver to Owner a complete list of any pending, proposed and incomplete transactions in connection Closing Date with the leasing tenants or any other disposition prospective tenants listed in item IV of all or part of the Property for which prior to the expiration of the Term (a) a TAB has been EXHIBIT “C” hereto and approved by Owner’s Supervisor in writing or (b) Asset Manager has exchanged written offers with a proposed tenant or its broker copied to the Owner’s Supervisor (the “Pending List”). The Pending List shall include the foregoing TAB and written offers and shall contain sufficient information to identify the property, prospective tenant, and transaction. Owner shall recognize Asset Manager as the broker in connection with any transaction on the Pending List which is closed within 180 days after the expiration of the Term, and shall pay to Asset Manager a commission in accordance with the terms set forth in this Section 6.2, whether or not the Asset Manager renders any service following such expiration of the Term and whether or not the Asset Manager is the procuring cause of the Space Lease or other transaction. It is agreed that except with respect to a transaction properly set forth on the Pending List that is closed within such 180-day period or for which Asset Manager is the procuring cause, Asset Manager shall not be entitled to any compensation for any Space Lease or other disposition of all or part of the Property that is consummated after the expiration of the Term. If at the expiration of such 180 day period, the transactional documents for a transaction otherwise qualifying Asset Manager for a commission pursuant to this Section 6.2 are out for signature, this Agreement shall govern such transaction if, as and when consummatedPurchaser. (e) In the event the Owner’s interest in the Property is sold, contributed or otherwise transferred, or this Agreement is terminated, Owner shall immediately pay to Asset Manager the balance of all leasing commissions due hereunder notwithstanding any right of Owner to delay payments in accordance with the payment schedule, if any, set forth herein. If any commissions due hereunder are payable in installments, then as to installments that are not yet due, if the acquiring party is reasonably acceptable to Asset Manager, and Owner delivers to Asset Manager at the closing of such sale a written agreement by the party acquiring such interest assuming Owner’s obligations hereunder, Owner shall be relieved of liability with respect to such installments. Owner shall obtain the agreement of such acquiring party to assume the obligation pay any commissions that may thereafter become earned hereunder, such as upon the terms hereof.

Leasing Commissions. Asset Manager or a duly licensed affiliate thereof shall also be the leasing agent for the Property and Asset Manager shall receive compensation for those services as follows: (a) In Owner agrees to pay Agent a leasing commission in accordance with Exhibit A if during the event a Space Lease is executed by the parties thereto, and whether or not the Term any lease is entered into by Owner and a tenant who was procured by Asset Manager or OwnerAgent, Owner shall payor any other party. Agent is authorized to cooperate with and to share its commission with other licensed real estate brokers, and Asset Manager shall accept, regardless of whether said brokers represent prospective tenants or act as full compensation for all Asset ManagerAgent’s services in connection with such Space Lease a commission computed in accord with the schedule set forth in Exhibit A hereto (a “Full Commission”). The commission shall be paid to Asset Manager one hundred (100%) percent on the first day of the first calendar month following a fully executed Space Lease. Notwithstanding anything to the contrary contained herein, Owner shall have the right, in its sole discretion, to reject or accept any Space Lease for any reason or for no reason whatsoever. Unless and until Owner and the tenant execute and exchange a Space Lease, no commission shall be earned hereundersub-agents. (b) If Owner further agrees to pay Agent a Space Lease or any other transaction contemplated by the terms and conditions of this Agreement is effected whereby a third-party leasing broker (an “Outside Broker”) is the procuring cause, then Owner shall pay Asset Manager as a commission not to exceed one hundred thirty-seven and one-half (137.5%) percent of a Full Commission computed at the rates and on the terms in Exhibit A, which amount shall be the maximum commission and other compensation due to Asset Manager and such Outside Broker in connection with such Space Lease. Asset Manager shall be fully responsible for negotiating the commission or other compensation due to such Outside Broker and for the payment of any amount due to such Outside Broker. Notwithstanding the foregoing, in no event shall Asset Manager be liable for the failure to obtain such Outside Broker’s agreement to accept, as its compensation, one (1) Full Commission computed and payable in accordance with Exhibit A if, within one-hundred twenty (120) calendar days after the applicable provisions expiration or termination of Exhibit A; this Agreement, the Property is leased to, or negotiations continue, resume or commence and thereafter continue leading to the execution of a lease with any person or entity (including his/her/its successors, assigns or affiliates) with whom Agent has negotiated (either directly or through another broker or agent) or to whom the Property has been submitted prior to the expiration or termination of this Agreement. Agent agrees to submit a list of such persons or entities to Owner not later than fifteen (15) calendar days following the expiration or termination of this Agreement, provided, however, that Asset Manager if a written offer has been submitted it shall give not be necessary to include the offeror’s name on the list. In the event that Owner prompt notice lists the Property with another broker after the expiration or termination of such circumstance and shall discontinue all negotiations with such Outside Broker this Agreement, Owner agrees to provide in connection with the subject transaction unless Asset Manager is directed otherwise by Owner. Asset Manager shall indemnify and hold Owner harmless subsequent listing agreement that a commission will not be payable to the new broker with respect to any claims transactions for compensation by any Outside Broker alleging which Owner remains obligated to have dealt with or through Asset Manager and all loss, damage, cost or expense (including reasonable attorney’s fees and disbursements) sustained or incurred by Owner in connection with any such claim or any pay a commission agreement entered into between Asset Manager and Outside Broker; provided, however that the amount of such indemnity shall be limited to the amount of the commission paid with respect to the transaction giving rise to the claim. Owner agrees not to settle any claim without Asset Manager’s prior written approval and in the event Asset Manager unreasonably denies such approval, then notwithstanding the preceding sentence, the amount of Asset Manager’s indemnity shall be unlimited. The commission payable Agent under this paragraph Agreement. Owner’s failure to do so, however, shall be paid upon the full execution of a Space Leasenot affect Owner’s obligations to Agent under this Agreement. (c) To induce Owner to enter into Upon termination of this Agreement and to provide an incentive to Asset Manager’s brokers and other leasing representatives and salespersons (togetherAgreement, “Asset Manager’s Representatives”) to lease space in the Propertyall commission installments then earned by, Asset Manager agrees that notwithstanding any then extant policy respecting the sharing of commissions with Asset Manager’s Representativesbut not yet paid to, not less than fifty (50%) percent of any commission payable to Asset Manager in connection with a Space Lease with respect to which an Asset Manager’s Representative was the procuring broker or cause Agent shall be paid to such Asset Manager’s Representativeaccelerated and become due and payable in full within ten (10) days after the termination date of this Agreement. (d) Within thirty (30) days after the expiration of the Term, Asset Manager shall deliver to Owner a complete list of any pending, proposed and incomplete transactions in connection with the leasing or any other disposition of all or part of the Property for which prior to the expiration of the Term (a) a TAB has been approved by Owner’s Supervisor in writing or (b) Asset Manager has exchanged written offers with a proposed tenant or its broker copied to the Owner’s Supervisor (the “Pending List”). The Pending List shall include the foregoing TAB and written offers and shall contain sufficient information to identify the property, prospective tenant, and transaction. Owner shall recognize Asset Manager as the broker in connection with any transaction on the Pending List which is closed within 180 days after the expiration of the Term, and shall pay to Asset Manager a commission in accordance with the terms set forth in this Section 6.2, whether or not the Asset Manager renders any service following such expiration of the Term and whether or not the Asset Manager is the procuring cause of the Space Lease or other transaction. It is agreed that except with respect to a transaction properly set forth on the Pending List that is closed within such 180-day period or for which Asset Manager is the procuring cause, Asset Manager shall not be entitled to any compensation for any Space Lease or other disposition of all or part of the Property that is consummated after the expiration of the Term. If at the expiration of such 180 day period, the transactional documents for a transaction otherwise qualifying Asset Manager for a commission pursuant to this Section 6.2 are out for signature, this Agreement shall govern such transaction if, as and when consummated. (e) In the event the Owner’s that Owner enters into a lease with a prospective tenant and Owner sells or otherwise disposes of its interest in the Property is sold, contributed or otherwise transferredto a third-party (the “Third-Party Purchaser”) prior to the time that Owner has fully paid Agent any leasing commissions due, or this Agreement is terminated, Owner shall immediately pay to Asset Manager the balance of all leasing commissions due hereunder notwithstanding any right of Owner to delay payments in accordance with the payment schedule, if any, set forth herein. If any commissions due hereunder are payable in installments, then as to installments that are not yet become due, if the acquiring party is reasonably acceptable to Asset Manager, and Owner delivers to Asset Manager at the closing of such sale a written agreement by the party acquiring such interest assuming Owner’s obligations Agent hereunder, Owner shall be relieved of liability with respect to such installments. Owner shall obtain the agreement of such acquiring party to assume the obligation pay any commissions that may thereafter become earned hereunder, such as upon the terms hereof.give Agent not less than ten

Leasing Commissions. Asset Manager To Seller’s knowledge, (i) there are no lease brokerage agreements, leasing commission agreements or a duly licensed affiliate thereof shall also be the other agreements providing for payments of any amounts for leasing agent for activities or procuring tenants with respect to the Property and Asset Manager shall receive compensation for those services or any portion or portions thereof other than as follows: disclosed in EXHIBIT “C” attached hereto (a) In the event a Space Lease is executed by the parties thereto“Commission Agreements”), and whether (ii) there are no agreements currently in effect relating to the management and leasing of the Property other than as disclosed on said EXHIBIT “C” (the “Management Agreement”); and that all leasing commissions, brokerage fees and management fees accrued or not due and payable under the lease is procured by Asset Manager or Owner, Owner shall pay, Commission Agreements and Asset Manager shall acceptthe Management Agreement, as full compensation for all Asset Manager’s services in connection with such Space Lease a commission computed in accord with of the schedule set forth in Exhibit A hereto (a “Full Commission”). The commission date hereof and at the Closing have been or shall be paid in full; and that upon the written request of Purchaser, Seller shall terminate the Management Agreement as to Asset Manager one hundred (100%) percent on the first day of the first calendar month following a fully executed Space LeaseProperty at Closing at no cost to Purchaser. Notwithstanding anything to the contrary contained herein, Owner shall have the right, in its sole discretion, to reject or accept any Space Lease for any reason or for no reason whatsoever. Unless and until Owner and the tenant execute and exchange a Space Lease, no commission Purchaser shall be earned hereunder. (b) If a Space Lease or any other transaction contemplated by the terms and conditions of this Agreement is effected whereby a third-party leasing broker (an “Outside Broker”) is the procuring cause, then Owner shall pay Asset Manager as a commission not to exceed one hundred thirty-seven and one-half (137.5%) percent of a Full Commission computed at the rates and on the terms in Exhibit A, which amount shall be the maximum commission and other compensation due to Asset Manager and such Outside Broker in connection with such Space Lease. Asset Manager shall be fully responsible for negotiating the commission or other compensation due to such Outside Broker and for the payment of all leasing commissions payable for (A) any amount due new leases entered into after the Effective Date that have been approved (or deemed approved) by Purchaser, and (B) the renewal, expansion or extension of any Leases existing as of the Effective Date and exercised or effected after the Effective Date; and Purchaser shall pay to such Outside Broker. Notwithstanding the foregoing, in no event shall Asset Manager be liable for manager under the failure to obtain such Outside Broker’s agreement to accept, as its compensation, one (1) Full Commission computed and payable in accordance with the applicable provisions of Exhibit A; provided, however, that Asset Manager shall give Owner prompt notice of such circumstance and shall discontinue all negotiations with such Outside Broker in connection with the subject transaction unless Asset Manager is directed otherwise by Owner. Asset Manager shall indemnify and hold Owner harmless Management Agreement leasing commissions with respect to any claims for compensation by any Outside Broker alleging to have dealt with or through Asset Manager and all loss, damage, cost or expense (including reasonable attorney’s fees and disbursements) sustained or incurred by Owner in connection with any such claim or any commission agreement leases entered into between Asset Manager and Outside Broker; provided(or expansions, however that the amount of such indemnity shall be limited to the amount of the commission paid with respect to the transaction giving rise to the claim. Owner agrees not to settle any claim without Asset Manager’s prior written approval and in the event Asset Manager unreasonably denies such approval, then notwithstanding the preceding sentence, the amount of Asset Manager’s indemnity shall be unlimited. The commission payable under this paragraph shall be paid upon the full execution of a Space Lease. renewals or extensions effected) by Purchaser within ten (c) To induce Owner to enter into this Agreement and to provide an incentive to Asset Manager’s brokers and other leasing representatives and salespersons (together, “Asset Manager’s Representatives”) to lease space in the Property, Asset Manager agrees that notwithstanding any then extant policy respecting the sharing of commissions with Asset Manager’s Representatives, not less than fifty (50%) percent of any commission payable to Asset Manager in connection with a Space Lease with respect to which an Asset Manager’s Representative was the procuring broker or cause shall be paid to such Asset Manager’s Representative. (d) Within thirty (3010) days after the expiration of the Term, Asset Manager shall deliver to Owner a complete list of any pending, proposed and incomplete transactions in connection Closing Date with the leasing tenants or any other disposition prospective tenants listed in item IV of all or part of the Property for which prior to the expiration of the Term (a) a TAB has been EXHIBIT “C” hereto and approved by Owner’s Supervisor in writing or (b) Asset Manager has exchanged written offers with a proposed tenant or its broker copied to the Owner’s Supervisor (the “Pending List”). The Pending List shall include the foregoing TAB and written offers and shall contain sufficient information to identify the property, prospective tenant, and transaction. Owner shall recognize Asset Manager as the broker in connection with any transaction on the Pending List which is closed within 180 days after the expiration of the Term, and shall pay to Asset Manager a commission in accordance with the terms set forth in this Section 6.2, whether or not the Asset Manager renders any service following such expiration of the Term and whether or not the Asset Manager is the procuring cause of the Space Lease or other transaction. It is agreed that except with respect to a transaction properly set forth on the Pending List that is closed within such 180-day period or for which Asset Manager is the procuring cause, Asset Manager shall not be entitled to any compensation for any Space Lease or other disposition of all or part of the Property that is consummated after the expiration of the Term. If at the expiration of such 180 day period, the transactional documents for a transaction otherwise qualifying Asset Manager for a commission pursuant to this Section 6.2 are out for signature, this Agreement shall govern such transaction if, as and when consummatedPurchaser. (e) In the event the Owner’s interest in the Property is sold, contributed or otherwise transferred, or this Agreement is terminated, Owner shall immediately pay to Asset Manager the balance of all leasing commissions due hereunder notwithstanding any right of Owner to delay payments in accordance with the payment schedule, if any, set forth herein. If any commissions due hereunder are payable in installments, then as to installments that are not yet due, if the acquiring party is reasonably acceptable to Asset Manager, and Owner delivers to Asset Manager at the closing of such sale a written agreement by the party acquiring such interest assuming Owner’s obligations hereunder, Owner shall be relieved of liability with respect to such installments. Owner shall obtain the agreement of such acquiring party to assume the obligation pay any commissions that may thereafter become earned hereunder, such as upon the terms hereof.

Leasing Commissions. Asset Manager or a duly licensed affiliate thereof shall also be the leasing agent for the Property and Asset Manager shall receive compensation for those services as follows: (a) In the event a Space Lease is executed by the parties thereto, and whether or not the lease is procured by Asset Manager or Owner, Owner shall pay, and Asset Manager shall accept, as full compensation for all Asset Manager’s services in connection with such Space Lease a commission computed in accord with the schedule set forth in Exhibit A hereto (a “Full Commission”). The commission shall be paid to Asset Manager one hundred (100%) percent on the first day of the first calendar month following a fully executed Space Lease. Notwithstanding anything to the contrary contained herein, Owner shall have the right, in its sole discretion, to reject or accept any Space Lease for any reason or for no reason whatsoever. Unless and until Owner and the tenant execute and exchange a Space Lease, no commission shall be earned hereunder. (b) If a Space Lease or any other transaction contemplated by the terms and conditions of this Agreement is effected whereby a third-party leasing broker (an “Outside Broker”) is the procuring cause, then Owner shall pay Asset Manager as a commission not to exceed one hundred thirty-seven and one-half (137.5%) percent of a Full Commission computed at the rates and on the terms in Exhibit A, which amount shall be the maximum commission and other compensation due to Asset Manager and such Outside Broker in connection with such Space Lease. Asset Manager shall be fully responsible for negotiating the commission or other compensation due to such Outside Broker and for the payment of any amount due to such Outside Broker. Notwithstanding the foregoing, in no event shall Asset Manager be liable for the failure to obtain such Outside Broker’s agreement to accept, as its compensation, one (1) Full Commission computed and payable in accordance with the applicable provisions of Exhibit A; provided, however, that Asset Manager shall give Owner prompt notice of such circumstance and shall discontinue all negotiations with such Outside Broker in connection with the subject transaction unless Asset Manager is directed otherwise by Owner. Asset Manager shall indemnify and hold Owner harmless with respect to any claims for compensation by any Outside Broker alleging to have dealt with or through Asset Manager and all loss, damage, cost or expense (including reasonable - 13 - attorney’s fees and disbursements) sustained or incurred by Owner in connection with any such claim or any commission agreement entered into between Asset Manager and Outside Broker; provided, however that the amount of such indemnity shall be limited to the amount of the commission paid with respect to the transaction giving rise to the claim. Owner agrees not to settle any claim without Asset Manager’s prior written approval and in the event Asset Manager unreasonably denies such approval, then notwithstanding the preceding sentence, the amount of Asset Manager’s indemnity shall be unlimited. The commission payable under this paragraph shall be paid upon the full execution of a Space Lease. (c) To induce Owner to enter into this Agreement and to provide an incentive to Asset Manager’s brokers and other leasing representatives and salespersons (together, “Asset Manager’s Representatives”) to lease space in the Property, Asset Manager agrees that notwithstanding any then extant policy respecting the sharing of commissions with Asset Manager’s Representatives, not less than fifty (50%) percent of any commission payable to Asset Manager in connection with a Space Lease with respect to which an Asset Manager’s Representative was the procuring broker or cause shall be paid to such Asset Manager’s Representative. (d) Within thirty (30) days after the expiration of the Term, Asset Manager shall deliver to Owner a complete list of any pending, proposed and incomplete transactions in connection with the leasing or any other disposition of all or part of the Property for which prior to the expiration of the Term (a) a TAB has been approved by Owner’s Supervisor in writing or (b) Asset Manager has exchanged written offers with a proposed tenant or its broker copied to the Owner’s Supervisor (the “Pending List”). The Pending List shall include the foregoing TAB and written offers and shall contain sufficient information to identify the property, prospective tenant, and transaction. Owner shall recognize Asset Manager as the broker in connection with any transaction on the Pending List which is closed within 180 days after the expiration of the Term, and shall pay to Asset Manager a commission in accordance with the terms set forth in this Section 6.2, whether or not the Asset Manager renders any service following such expiration of the Term and whether or not the Asset Manager is the procuring cause of the Space Lease or other transaction. It is agreed that except with respect to a transaction properly set forth on the Pending List that is closed within such 180-day period or for which Asset Manager is the procuring cause, Asset Manager shall not be entitled to any compensation for any Space Lease or other disposition of all or part of the Property that is consummated after the expiration of the Term. If at the expiration of such 180 day period, the transactional documents for a transaction otherwise qualifying Asset Manager for a commission pursuant to this Section 6.2 are out for signature, this Agreement shall govern such transaction if, as and when consummated. (e) In the event the Owner’s interest in the Property is sold, contributed or otherwise transferred, or this Agreement is terminated, Owner shall immediately pay to Asset Manager the balance of all leasing commissions due hereunder notwithstanding any right of Owner to delay payments in accordance with the payment schedule, if any, set forth herein. If any commissions due hereunder are payable in installments, then as to installments that are not yet due, if the acquiring party is reasonably acceptable to Asset Manager, and Owner delivers to Asset Manager at the closing of such sale a written agreement by the party acquiring such interest assuming Owner’s obligations hereunder, Owner shall be relieved of liability with respect to such installments. Owner shall obtain the agreement of such acquiring party to assume the obligation pay any commissions that may thereafter become earned hereunder, such as upon the terms hereof.

Leasing Commissions. Asset Manager To Seller’s knowledge, (i) there are no lease brokerage agreements, leasing commission agreements or a duly licensed affiliate thereof shall also be the other agreements providing for payments of any amounts for leasing agent for activities or procuring tenants with respect to the Property and Asset Manager shall receive compensation for those services or any portion or portions thereof other than as follows: disclosed in EXHIBIT “C” attached hereto (a) In the event a Space Lease is executed by the parties thereto“Commission Agreements”), and whether (ii) there are no agreements currently in effect relating to the management and leasing of the Property other than as disclosed on said EXHIBIT “C” (the “Management Agreement”); and that all leasing commissions, brokerage fees and management fees accrued or not due and payable under the lease is procured by Asset Manager or Owner, Owner shall pay, Commission Agreements and Asset Manager shall acceptthe Management Agreement, as full compensation for all Asset Manager’s services in connection with such Space Lease a commission computed in accord with of the schedule set forth in Exhibit A hereto (a “Full Commission”). The commission date hereof and at the Closing have been or shall be paid in full; and that upon the written request of Purchaser, Seller shall terminate the Management Agreement as to Asset Manager one hundred (100%) percent on the first day of the first calendar month following a fully executed Space LeaseProperty at Closing at no cost to Purchaser. Notwithstanding anything to the contrary contained herein, Owner shall have the right, in its sole discretion, to reject or accept any Space Lease for any reason or for no reason whatsoever. Unless and until Owner and the tenant execute and exchange a Space Lease, no commission Purchaser shall be earned hereunder. (b) If a Space Lease or any other transaction contemplated by the terms and conditions of this Agreement is effected whereby a third-party leasing broker (an “Outside Broker”) is the procuring cause, then Owner shall pay Asset Manager as a commission not to exceed one hundred thirty-seven and one-half (137.5%) percent of a Full Commission computed at the rates and on the terms in Exhibit A, which amount shall be the maximum commission and other compensation due to Asset Manager and such Outside Broker in connection with such Space Lease. Asset Manager shall be fully responsible for negotiating the commission or other compensation due to such Outside Broker and for the payment of all leasing commissions payable for (A) any amount due new leases entered into after the Effective Date that have been approved (or deemed approved) by Purchaser, and (B) the renewal, expansion or extension of any Leases existing as of the Effective Date and exercised or effected after the Effective Date; and Purchaser shall pay to such Outside Broker. Notwithstanding the foregoing, in no event shall Asset Manager be liable for manager under the failure to obtain such Outside Broker’s agreement to accept, as its compensation, one (1) Full Commission computed and payable in accordance with the applicable provisions of Exhibit A; provided, however, that Asset Manager shall give Owner prompt notice of such circumstance and shall discontinue all negotiations with such Outside Broker in connection with the subject transaction unless Asset Manager is directed otherwise by Owner. Asset Manager shall indemnify and hold Owner harmless Management Agreement leasing commissions with respect to any claims for compensation by any Outside Broker alleging to have dealt with or through Asset Manager and all loss, damage, cost or expense (including reasonable attorney’s fees and disbursements) sustained or incurred by Owner in connection with any such claim or any commission agreement leases entered into between Asset Manager and Outside Broker; provided(or expansions, however that the amount of such indemnity shall be limited to the amount of the commission paid with respect to the transaction giving rise to the claim. Owner agrees not to settle any claim without Asset Manager’s prior written approval and in the event Asset Manager unreasonably denies such approval, then notwithstanding the preceding sentence, the amount of Asset Manager’s indemnity shall be unlimited. The commission payable under this paragraph shall be paid upon the full execution of a Space Lease. renewals or extensions effected) by Purchaser within ninety (c) To induce Owner to enter into this Agreement and to provide an incentive to Asset Manager’s brokers and other leasing representatives and salespersons (together, “Asset Manager’s Representatives”) to lease space in the Property, Asset Manager agrees that notwithstanding any then extant policy respecting the sharing of commissions with Asset Manager’s Representatives, not less than fifty (50%) percent of any commission payable to Asset Manager in connection with a Space Lease with respect to which an Asset Manager’s Representative was the procuring broker or cause shall be paid to such Asset Manager’s Representative. (d) Within thirty (3090) days after the expiration of the Term, Asset Manager shall deliver to Owner a complete list of any pending, proposed and incomplete transactions in connection Closing Date with the leasing tenants or any other disposition prospective tenants listed in item IV of all or part of the Property for which prior to the expiration of the Term (a) a TAB has been EXHIBIT “C” hereto and approved by Owner’s Supervisor in writing or (b) Asset Manager has exchanged written offers with a proposed tenant or its broker copied to the Owner’s Supervisor (the “Pending List”). The Pending List shall include the foregoing TAB and written offers and shall contain sufficient information to identify the property, prospective tenant, and transaction. Owner shall recognize Asset Manager as the broker in connection with any transaction on the Pending List which is closed within 180 days after the expiration of the Term, and shall pay to Asset Manager a commission in accordance with the terms set forth in this Section 6.2, whether or not the Asset Manager renders any service following such expiration of the Term and whether or not the Asset Manager is the procuring cause of the Space Lease or other transaction. It is agreed that except with respect to a transaction properly set forth on the Pending List that is closed within such 180-day period or for which Asset Manager is the procuring cause, Asset Manager shall not be entitled to any compensation for any Space Lease or other disposition of all or part of the Property that is consummated after the expiration of the Term. If at the expiration of such 180 day period, the transactional documents for a transaction otherwise qualifying Asset Manager for a commission pursuant to this Section 6.2 are out for signature, this Agreement shall govern such transaction if, as and when consummatedPurchaser. (e) In the event the Owner’s interest in the Property is sold, contributed or otherwise transferred, or this Agreement is terminated, Owner shall immediately pay to Asset Manager the balance of all leasing commissions due hereunder notwithstanding any right of Owner to delay payments in accordance with the payment schedule, if any, set forth herein. If any commissions due hereunder are payable in installments, then as to installments that are not yet due, if the acquiring party is reasonably acceptable to Asset Manager, and Owner delivers to Asset Manager at the closing of such sale a written agreement by the party acquiring such interest assuming Owner’s obligations hereunder, Owner shall be relieved of liability with respect to such installments. Owner shall obtain the agreement of such acquiring party to assume the obligation pay any commissions that may thereafter become earned hereunder, such as upon the terms hereof.

Leasing Commissions. Asset In exchange for leasing services to be provided by Manager or a duly licensed affiliate thereof pursuant to the terms of this Agreement, the applicable Property Owner shall also be the leasing agent pay to Manager: (i) six percent (6%) of base rent for the first one hundred twenty (120) months of the initial term for new Leases procured for such Property Owner’s Property by Manager and Asset Manager shall receive compensation for those services as follows: (a) In the event a Space Lease is executed by the parties theretoexpansions of existing leases at such Property, and whether or not (ii) three percent (3%) of base rent for the lease is procured by Asset Manager or Owner, Owner shall pay, first one hundred twenty (120) months of the renewal term for extensions and Asset Manager shall accept, as full compensation for all Asset Manager’s services in connection with renewals of existing leases at such Space Lease a commission computed in accord with Property (the schedule set forth in Exhibit A hereto (a “Full Leasing Commission”). The If, however, the foregoing leasing commission shall be paid to Asset Manager one hundred (100%) percent on structure is not the first day of structure that is commonly utilized in a particular market area where the first calendar month following a fully executed Space Lease. Notwithstanding anything to applicable Property is located, then the contrary contained herein, Owner shall have the right, in its sole discretion, to reject or accept any Space Lease for any reason or for no reason whatsoever. Unless and until applicable Property Owner and Manager may utilize an alternative leasing commission structure that is commonly utilized in the tenant execute and exchange a Space Leasemarket area, no commission shall be earned hereunder. (b) If a Space Lease or any other transaction contemplated by the terms and conditions of this Agreement is effected whereby a third-party leasing broker (an “Outside Broker”) is the procuring cause, then Owner shall pay Asset Manager such as a commission not to exceed one hundred thirty-seven and one-half (137.5%) percent of a Full Commission computed at the rates and on the terms in Exhibit A, which amount shall be the maximum commission and other compensation due to Asset Manager and such Outside Broker in connection with such Space Lease. Asset Manager shall be fully responsible for negotiating the commission or other compensation due to such Outside Broker and for the payment of any a certain dollar amount per square foot for a certain period of the lease term; provided, that the same is agreed to in writing in advance by both Manager and the applicable Property Owner (which agreement shall require the approval of GAP); provided, further, that if Manager and the applicable Property Owner are unable to so agree, then the foregoing schedule shall be used to determine the Leasing Commission due to such Outside BrokerManager. Notwithstanding the foregoing, or anything to the contrary herein, (a) Manager shall be responsible for paying the fee of any cooperating broker from the commission due to Manager pursuant to the foregoing (i.e. the leasing commission earned by Manager will be reduced by any amounts owed to any cooperating broker) and (b) in no event shall Asset will Manager be liable entitled to any Leasing Commission for any new leases, lease expansions or lease renewals entered into by a Property Owner following the failure expiration of the Term, whether or not Manager would customarily be deemed to obtain such Outside Broker’s agreement to accept, as its compensation, one (1) Full Commission computed and payable in accordance with be the applicable provisions of Exhibit A; provided, however, that Asset Manager shall give Owner prompt notice procuring cause of such circumstance and shall discontinue all negotiations with such Outside Broker in connection with the subject transaction new lease, lease expansion or lease renewal, unless Asset Manager is directed otherwise by Owner. Asset Manager shall indemnify and hold Owner harmless with respect to any claims for compensation by any Outside Broker alleging to have dealt with or through Asset Manager and all loss, damage, cost or expense (including reasonable attorney’s fees and disbursements) sustained or incurred by Owner in connection with any such claim or any commission agreement entered into between Asset Manager and Outside Broker; provided, however that the amount of such indemnity shall be limited to the amount of the commission paid with respect to the transaction giving rise to the claim. Owner agrees not to settle any claim without Asset Manager’s prior written approval and in the event Asset Manager unreasonably denies such approval, then notwithstanding the preceding sentence, the amount of Asset Manager’s indemnity shall be unlimited. The commission payable under this paragraph shall be paid upon the full execution of a Space Lease. (c) To induce Owner to enter into this Agreement and to provide an incentive to Asset Manager’s brokers and other leasing representatives and salespersons (together, “Asset Manager’s Representatives”) to lease space in the Property, Asset Manager agrees that notwithstanding any then extant policy respecting the sharing of commissions with Asset Manager’s Representatives, not less than fifty (50%) percent of any commission payable to Asset Manager in connection with a Space Lease with respect to which an Asset Manager’s Representative was the procuring broker or cause shall be paid to such Asset Manager’s Representative. (d) Within within thirty (30) days after the expiration of the TermTerm or the termination of the Agreement, Asset Manager shall deliver delivers to Property Owner a complete written list of any pendingthose tenants or potentials tenants with whom Manager engaged in substantive leasing negotiations or from whom Manager received a written lease proposal, proposed and incomplete transactions in connection with the leasing or any other disposition of all or part of the Property for which prior to the such expiration of the Term (a) a TAB has been approved by Owner’s Supervisor in writing or (b) Asset Manager has exchanged written offers with a proposed termination. If any such identified tenant or its broker copied to the Owner’s Supervisor potential tenant enters into a new lease, lease expansion or lease renewal within seventy-five (the “Pending List”). The Pending List shall include the foregoing TAB and written offers and shall contain sufficient information to identify the property, prospective tenant, and transaction. Owner shall recognize Asset Manager as the broker in connection with any transaction on the Pending List which is closed within 180 75) days after the date of expiration or termination of the Term, and shall pay so long as the Agreement was not terminated by Property Owners pursuant to Asset Manager a commission in accordance with the terms set forth in this Section 6.2, whether or not the Asset Manager renders any service following such expiration 3(c)(i) of the Term and whether or not the Asset Manager is the procuring cause of the Space Lease or other transaction. It is agreed that except with respect to a transaction properly set forth on the Pending List that is closed within such 180-day period or for which Asset Manager is the procuring causeAgreement, Asset Manager shall not be entitled to any compensation for any Space Lease or other disposition of all or part of the Property that is consummated after the expiration of the Term. If at the expiration of such 180 day period, the transactional documents for a transaction otherwise qualifying Asset Manager for a leasing commission pursuant to this Section 6.2 are out for signature, this Agreement shall govern such transaction if, as and when consummated. (e) In the event the Owner’s interest in the Property is sold, contributed or otherwise transferred, or this Agreement is terminated, Owner shall immediately pay to Asset Manager the balance of all leasing commissions due hereunder notwithstanding any right of Owner to delay payments in accordance with the payment schedule, if any, set forth herein. If any commissions due hereunder are payable in installments, then as to installments that are not yet due, if the acquiring party is reasonably acceptable to Asset Manager, and Owner delivers to Asset Manager at the closing of such sale a written agreement by the party acquiring such interest assuming Owner’s obligations hereunder, Owner shall be relieved of liability with respect thereto equal in amount to the commission Manager would have received had such new lease, expansion or renewal been entered into prior to such installments. Owner shall obtain the agreement of such acquiring party to assume the obligation pay any commissions that may thereafter become earned hereunder, such as upon the terms hereofexpiration or termination.

Leasing Commissions. Asset (1) Owner shall pay to Manager a commission for each Lease executed by Owner and any Tenant during the term of this Agreement covering premises at the Development (whether or a duly licensed affiliate thereof shall also be not the leasing agent Tenant opens for business at the Development during the term of this Agreement) in an amount equal to five percent (5%) per annum, of the product of (a) the average minimum annual rent for the Property term of the Lease and Asset (b) the number of years in the lease term; provided that in no event shall such amount exceed thirty percent (30%) of the average minimum annual rent for the term of the Lease (“Leasing Commission”). If the rent cannot be calculated from the face of the Lease, the average minimum annual rent will be estimated in good faith by Manager based on the projected first full year sales volume by the Tenant. (2) The Leasing Commission shall receive compensation for those services as followsbe paid in two equal installments: (a) In the event a Space Lease is executed by the parties thereto, and whether or not the lease is procured by Asset Manager or Owner, Owner shall pay, and Asset Manager shall accept, as full compensation for all Asset Manager’s services in connection with such Space Lease a commission computed in accord with the schedule set forth in Exhibit A hereto (a “Full Commission”). The commission first installment shall be paid to Asset Manager one hundred within thirty (100%30) percent on the first day of the first calendar month following a fully executed Space Lease. Notwithstanding anything to the contrary contained herein, Owner shall have the right, in its sole discretion, to reject or accept any Space days after full Lease for any reason or for no reason whatsoever. Unless and until Owner and the tenant execute and exchange a Space Lease, no commission shall be earned hereunder.execution; and (b) If a Space Lease or any other transaction contemplated by the terms and conditions of this Agreement is effected whereby a third-party leasing broker (an “Outside Broker”) is the procuring cause, then Owner shall pay Asset Manager as a commission not to exceed one hundred thirty-seven and one-half (137.5%) percent of a Full Commission computed at the rates and on the terms in Exhibit A, which amount shall be the maximum commission and other compensation due to Asset Manager and such Outside Broker in connection with such Space Lease. Asset Manager shall be fully responsible for negotiating the commission or other compensation due to such Outside Broker and for the payment of any amount due to such Outside Broker. Notwithstanding the foregoing, in no event shall Asset Manager be liable for the failure to obtain such Outside Broker’s agreement to accept, as its compensation, one (1) Full Commission computed and payable in accordance with the applicable provisions of Exhibit A; provided, however, that Asset Manager shall give Owner prompt notice of such circumstance and shall discontinue all negotiations with such Outside Broker in connection with the subject transaction unless Asset Manager is directed otherwise by Owner. Asset Manager shall indemnify and hold Owner harmless with respect to any claims for compensation by any Outside Broker alleging to have dealt with or through Asset Manager and all loss, damage, cost or expense (including reasonable attorney’s fees and disbursements) sustained or incurred by Owner in connection with any such claim or any commission agreement entered into between Asset Manager and Outside Broker; provided, however that the amount of such indemnity shall be limited to the amount of the commission paid with respect to the transaction giving rise to the claim. Owner agrees not to settle any claim without Asset Manager’s prior written approval and in the event Asset Manager unreasonably denies such approval, then notwithstanding the preceding sentence, the amount of Asset Manager’s indemnity shall be unlimited. The commission payable under this paragraph second installment shall be paid upon the full execution of a Space Lease. (c) To induce Owner to enter into this Agreement and to provide an incentive to Asset Manager’s brokers and other leasing representatives and salespersons (together, “Asset Manager’s Representatives”) to lease space in the Property, Asset Manager agrees that notwithstanding any then extant policy respecting the sharing of commissions with Asset Manager’s Representatives, not less than fifty (50%) percent of any commission payable to Asset Manager in connection with a Space Lease with respect to which an Asset Manager’s Representative was the procuring broker or cause shall be paid to such Asset Manager’s Representative. (d) Within within thirty (30) days after the expiration Tenant first opens for business to the public. (3) If any Tenant fails to open for business to the public, the second installment of the Term, Asset Leasing Commission shall not be due from Owner to Manager shall deliver unless Owner (through litigation or otherwise) obtains a cash settlement from any such Tenant for its failure to Owner a complete list of any pending, proposed and incomplete transactions in connection with the leasing or any other disposition of all or part of the Property open for which prior business to the expiration of the Term (a) a TAB has been approved by Owner’s Supervisor in writing or (b) Asset Manager has exchanged written offers with a proposed tenant or its broker copied to the Owner’s Supervisor (the “Pending List”)public. The Pending List shall include the foregoing TAB and written offers and shall contain sufficient information to identify the propertyIn such event, prospective tenant, and transaction. Owner shall recognize Asset Manager as the broker in connection with any transaction on the Pending List which is closed within 180 days after the expiration of the Term, and shall pay to Asset Manager a commission in accordance with the terms set forth in this Section 6.2, whether or not the Asset Manager renders any service following such expiration an amount equal to fifty percent (50%) of the Term and whether or not net settlement received by Owner from any such Tenant, up to an amount equal to the Asset total Leasing Commission which would have otherwise been payable to Manager if such Tenant had opened for business to the public. (4) If any Lease for which Manager is the procuring cause of the Space Lease or other transaction. It is agreed that except with respect entitled to a transaction properly set forth on the Pending List that is closed within such 180-day period or for which Asset Manager is the procuring cause, Asset Manager shall not be entitled to any compensation for any Space Lease or other disposition of all or part of the Property that is consummated after the expiration of the Term. If at the expiration of such 180 day period, the transactional documents for a transaction otherwise qualifying Asset Manager for a commission Leasing Commission pursuant to this Section 6.2 3.2 are out arranged by Manager through an outside broker, the Leasing Commission payable to Manager for signature, that Lease as provided in this Agreement Section 3.2 shall govern be reduced by the amount paid to such transaction if, as outside broker unless otherwise agreed to between Owner and when consummatedManager. (e5) In If the event average minimum annual rent is unknown at the Owner’s interest in time the Property leasing commission is sold, contributed or otherwise transferred, or this Agreement is terminated, Owner shall immediately pay to Asset Manager the balance of all leasing commissions due hereunder notwithstanding any right of Owner to delay payments in accordance with the payment schedule, if any, set forth herein. If any commissions due hereunder are payable in installments, then as to installments that are not yet due, if Manager shall estimate such commission based on the acquiring party is reasonably acceptable to Asset Manageranticipated first (1st) year sales by the tenant and such amount shall be trued-up based on actual first year sales, as soon as practical, and Owner delivers to Asset Manager at the closing of such sale a written agreement by the party acquiring such interest assuming Owner’s obligations hereunder, Owner trued-up amount shall be relieved deemed to be the “average minimum annual rent” for each year of liability with respect the term for purposes of calculating the leasing commission. In addition, for so-called “gross” leases where the tenant is not required to pay separate common area maintenance charges, tax reimbursement, insurance reimbursement and/or other so-called “side charges,” Manager shall in good faith determine the estimated side charges based on the then-current budget (but not greater than the percentage that the budgeted side charges represent of total occupancy costs of the Development for the year), and such installments. Owner estimated amount shall obtain be deducted from the agreement gross rent in determining the average minimum annual rent for purposes of such acquiring party to assume calculating the obligation pay any commissions that may thereafter become earned hereunder, such as upon the terms hereofabove leasing commissions.