Common use of Leasing Expenses Clause in Contracts

Leasing Expenses. At Closing, Purchaser shall reimburse Seller for any and all New Lease Expenses (as hereinafter defined) to the extent that the same have been paid by Seller prior to Closing. In addition, at Closing, Purchaser shall expressly assume and accept, in writing, Seller’s obligations to pay when due any New Lease Expenses unpaid as of the Closing. “New Lease Expenses” shall mean, collectively, any and all commissions and fees or costs and expenses (including tenant improvement costs) arising out of or in connection with either or both of (i) any extension, renewal or expansion of any Existing Lease exercised between the Contract Date and the Closing Date and (ii) any New Lease. New Lease Expenses shall include, without limitation, (a) third party brokerage commissions and fees to effect any such leasing transaction, (b) expenses incurred for repairs and tenant improvements, and (c) reasonable legal fees for services in connection with the preparation of documents and other services rendered in connection with the effectuation of the leasing transaction. Commissions of leasing and rental agents and tenant improvement allowances for any Existing Leases relating to the base lease term or any renewal term that is elected or with respect to which an option is exercised, as the case may be, prior to the Contract Date shall be paid in full at or prior to Closing by Seller, without contribution or proration from Purchaser (any such commissions or tenant improvements allowances, “Seller’s Commissions”). Third party commissions of leasing and rental agents and tenant improvement allowances for (x) any renewals (other than renewals elected or with respect to which an option is exercised prior to the Contract Date) or expansions of any Existing Lease, and (y) any New Leases shall be the sole responsibility of Purchaser, without contribution or proration from Seller (any such commissions or tenant improvements allowances, “Purchaser’s Commissions”). Seller hereby indemnifies, protects, defends and holds Purchaser, and its successors and assigns (the “Purchaser’s Indemnified Parties”), harmless from and against any and all Losses that any or all of Purchaser and any Purchaser’s Indemnified Parties actually suffer and incur as a result of the failure by Seller to timely pay or discharge any of the Seller’s Commissions. Purchaser hereby indemnifies, protects, defends and holds Seller and the Seller Indemnified Parties harmless from and against all Losses that any or all of Seller and the Seller Indemnified Parties actually suffer or incur as a result of the failure by Purchaser to timely pay or discharge any of the Purchaser’s Commissions or any New Lease Expenses. The terms of this Section 10.4 shall survive the Closing and the delivery of any conveyance documentation.

Leasing Expenses. At Closing, Purchaser shall reimburse Seller for any and all New Lease Expenses (as hereinafter defined) to the extent that the same have been paid by Seller prior to Closing. In addition, at Closing, Purchaser shall expressly assume and accept, in writing, Seller’s obligations to pay when due any New Lease Expenses unpaid as of the Closing. “New Lease Expenses” shall mean, collectively, any and all commissions and fees or costs and expenses (including tenant improvement costs) arising out of or in connection with either or both of (i) any extension, renewal or expansion of any Existing Lease exercised between the Contract Date and the Closing Date and (ii) any New Lease. New Lease Expenses shall include, without limitation, (a) third party brokerage commissions and fees to effect any such leasing transaction, (b) expenses incurred for repairs and tenant improvements, and (c) reasonable legal fees for services in connection with the preparation of documents and other services rendered in connection with the effectuation of the leasing transaction. Commissions of leasing and rental agents and tenant improvement allowances for any Existing Leases relating to the base lease term or any renewal term that is elected or with respect to which an option is exercised, as the case may be, prior to the Contract Date shall be paid in full at or prior to Closing by Seller, without contribution or proration from Purchaser (any such commissions or tenant improvements allowances, “Seller’s Commissions”). Third party commissions Commissions of leasing and rental agents and tenant improvement allowances for (x) any renewals (other than renewals elected or with respect to which an option is exercised prior to the Contract Date) or expansions of any Existing Lease, and (y) any New Leases shall be the sole responsibility of Purchaser, without contribution or proration from Seller (any such commissions or tenant improvements allowances, “Purchaser’s Commissions”). Seller hereby indemnifies, protects, defends and holds Purchaser, and its successors and assigns (the “Purchaser’s Indemnified Parties”), harmless from and against any and all Losses that any or all of Purchaser and any Purchaser’s Indemnified Parties actually suffer and incur as a result of the failure by Seller to timely pay or discharge any of the Seller’s Commissions. Purchaser hereby indemnifies, protects, defends and holds Seller and the Seller Indemnified Parties harmless from and against all Losses that any or all of Seller and the Seller Indemnified Parties actually suffer or incur as a result of the failure by Purchaser to timely pay or discharge any of the Purchaser’s Commissions or any New Lease Expenses. The terms of this Section 10.4 shall survive the Closing and the delivery of any conveyance documentation.

Leasing Expenses. At Closing, Purchaser shall reimburse Seller for any and all New Lease Expenses (as hereinafter defined) to the extent that the same have been paid by Seller prior to Closing. In addition, at Closing, Purchaser shall expressly assume and accept, in writing, Seller’s obligations to pay when due any New Lease Expenses unpaid as of the Closing. “New Lease Expenses” shall mean, collectively, any and all commissions and fees or costs and expenses (including tenant improvement costs) arising out of or in connection with either or both of (i) any extension, renewal or expansion of any Existing Lease exercised between the Contract Date and the Closing Date and (ii) any New Lease. New Lease Expenses shall include, without limitation, (a) third party brokerage commissions and fees to effect any such leasing transaction, (b) expenses incurred for repairs and tenant improvements, and (c) reasonable legal fees for services in connection with the preparation of documents and other services rendered in connection with the effectuation of the leasing transaction. Commissions of leasing and rental agents and tenant improvement allowances for any Existing Leases relating to the base lease term or any renewal term that is elected or with respect to which an option is exercised, as the case may be, prior to the Contract Date shall be paid in full at or prior to Closing by Seller, without contribution or proration from Purchaser (any such commissions or tenant improvements allowances, “Seller’s Commissions”). Third party commissions Commissions of leasing and rental agents and tenant improvement allowances for (x) any renewals (other than renewals elected or with respect to which an option is exercised prior to the Contract Date) or expansions of any Existing Lease, and (y) any New Leases shall be the sole responsibility of Purchaser, without contribution or proration from Seller (any such commissions or tenant Agreement of Purchase and Sale — 1000 Xxxxxxxx Xxxxxx Xxxxx Xx. Prospect IL(7) improvements allowances, “Purchaser’s Commissions”). Seller hereby indemnifies, protects, defends and holds Purchaser, and its successors and assigns (the “Purchaser’s Indemnified Parties”), harmless from and against any and all Losses that any or all of Purchaser and any Purchaser’s Indemnified Parties actually suffer and incur as a result of the failure by Seller to timely pay or discharge any of the Seller’s Commissions. Purchaser hereby indemnifies, protects, defends and holds Seller and the Seller Indemnified Parties harmless from and against all Losses that any or all of Seller and the Seller Indemnified Parties actually suffer or incur as a result of the failure by Purchaser to timely pay or discharge any of the Purchaser’s Commissions or any New Lease Expenses. The terms of this Section 10.4 shall survive the Closing and the delivery of any conveyance documentation.

Leasing Expenses. At Closing, Purchaser Any tenant improvement or other inducement costs or leasing commissions payable under new Leases or Lease modifications entered into after the Effective Date which are permitted by the terms hereof or otherwise approved or deemed approved by Buyer shall reimburse Seller be apportioned between Sellers and Buyer as of the Closing Date. Sellers shall be responsible for any and all New Lease Expenses (as hereinafter defined) the share of such costs attributable to the extent that portion, if any, of the same have been paid by Seller terms of any such new Lease or Lease modification occurring prior to Closingthe Closing Date but after the commencement of the tenant’s obligation to pay rent under such new Lease or Lease modification, and Buyer shall be responsible for the share of such costs attributable to the portion of the term of any such Lease or Lease modification occurring from and after the Closing Date, with all such costs being amortized over such rent-paying portion of the term of the applicable new Lease or Lease modification on a straight line basis. In addition, at Closing, Purchaser Buyer shall expressly assume and acceptbe solely responsible for all leasing commissions which may, in writingthe future, Seller’s obligations be payable under any existing commission agreements with respect to pay when due any New Lease Expenses unpaid as of the Closing. “New Lease Expenses” shall mean, collectively, any and all commissions and fees or costs and expenses (including tenant improvement costs) arising out of or in connection with either or both of (i) any extensionexpansion, renewal or expansion extension options or any future amendments of any Existing Lease Leases which are first exercised between the Contract Date and and/or executed on or after the Closing Date Date. All costs and (ii) any New Lease. New Lease Expenses shall include, without limitation, (a) third party brokerage commissions and fees to effect any such leasing transaction, (b) expenses incurred for repairs and tenant improvements, and (c) reasonable legal fees for services in connection with the preparation of documents and other services rendered in connection with the effectuation of the leasing transaction. Commissions of leasing and rental agents and tenant improvement allowances for any Existing Leases relating to the base lease term or any renewal term that is elected or with respect to which an option is exercised, as the case may be, prior to the Contract Date are Buyer’s responsibility under this Section 8.1.8 shall be paid in full at or prior hereinafter collectively referred to Closing by Seller, without contribution or proration from Purchaser as (any such commissions or tenant improvements allowances, “SellerBuyer’s CommissionsLeasing Expenses”). Third party commissions of leasing and rental agents and tenant improvement allowances for (x) To the extent that any renewals (other than renewals elected or with respect to which an option is exercised Buyer’s Leasing Expenses are paid by Sellers prior to the Contract Date) or expansions of any Existing LeaseClosing, and (y) any New Leases such amounts shall be credited to Sellers at Closing. From and after the sole Closing, Buyer shall be responsible for all Buyer’s Leasing Expenses. To the extent that any costs described in this Section 8.1.8 are the responsibility of PurchaserSellers but have not paid by Sellers as of Closing, without contribution or proration from Seller (any such commissions or tenant improvements allowances, “Purchaser’s Commissions”). Seller hereby indemnifies, protects, defends and holds Purchaser, and its successors and assigns (the “Purchaser’s Indemnified Parties”), harmless from and against any and all Losses that any or all of Purchaser and any Purchaser’s Indemnified Parties actually suffer and incur as a result of the failure by Seller they shall be credited to timely pay or discharge any of the Seller’s Commissions. Purchaser hereby indemnifies, protects, defends and holds Seller and the Seller Indemnified Parties harmless from and against all Losses that any or all of Seller and the Seller Indemnified Parties actually suffer or incur as a result of the failure by Purchaser to timely pay or discharge any of the Purchaser’s Commissions or any New Lease Expenses. The terms of this Section 10.4 shall survive the Closing and the delivery of any conveyance documentationBuyer at Closing.

Leasing Expenses. At Closing, Purchaser Buyer shall reimburse Seller or credit Sellers for any and all New Lease Expenses (as hereinafter defined) to the extent that the same have been paid by any Seller prior to Closing. In addition, at Closing, Purchaser Buyer shall expressly assume and accept, in writing, accept each Seller’s obligations to pay when due any New Lease Expenses which are unpaid as of the Closing. “New Lease Expenses” shall mean, collectively, (A) any and all commissions and fees or costs and expenses commissions, fees, costs, expenses, concessions (including allowances, tenant improvement costsimprovements and similar concessions) arising out of or in connection with either or both of (i) any amendment, extension, renewal or expansion of any Existing Lease exercised between from and after the Contract Date and the Closing Date and Date, (ii) any New Lease, in each case only to the extent the matters in clause (i) or clause (ii) (a) are approved or deemed approved by Buyer in accordance with this Agreement, (b) are expressly provided in the applicable Existing Lease or in any New Lease entered into in accordance with this Agreement, (c) are set forth on Schedule 9.3 attached hereto, or (d) the brokers to whom a commission is due and the commission obligation are identified in the applicable Existing Lease or in any New Lease entered into in accordance with this Agreement, and (B) any and all commissions, fees, costs, expenses, concessions (including allowances, tenant improvements and similar concessions) set forth on Schedule 9.3. New Lease Expenses shall include, without limitation, (a) third party brokerage commissions and fees to effect any such leasing transaction, (b) expenses incurred for repairs allowances, tenant improvements and tenant improvementssimilar concessions, and (c) reasonable legal fees for services in connection with the preparation of documents and other services rendered in connection with the effectuation of the leasing transaction. Commissions Brokerage commissions and fees of leasing and rental agents agents, expenses incurred for tenant allowances, tenant improvements and tenant improvement allowances similar concessions for any Existing Leases and related legal fees, costs and expenses for other services rendered in connection with the effectuation of the leasing transaction, including those relating to the base lease term or any renewal term or extension or expansion that is elected or with respect to which an option is exercised, as the case may be, prior to the Contract Date Date, and any free or abated rent under the Existing Leases pertaining to the period from and after the Closing, except in each case to the extent set forth on Schedule 9.3, shall be paid in full at or prior to Closing by Sellerthe sole responsibility of Sellers, without contribution or proration from Purchaser Buyer (any such commissions or tenant improvements allowances, “Seller’s CommissionsSellers’ Lease Expenses”). Third party commissions of leasing ) and rental agents and tenant improvement allowances for (x) any renewals (other than renewals elected or with respect to which an option is exercised Sellers shall either pay the same prior to the Contract Date) Closing or expansions of any Existing Leasecredit the outstanding or unpaid amount thereof to Buyer at the Closing. Sellers hereby indemnify, protect, defend and (y) any New Leases shall be the sole responsibility of Purchaser, without contribution or proration from Seller (any such commissions or tenant improvements allowances, “Purchaser’s Commissions”). Seller hereby indemnifies, protects, defends and holds Purchaserhold Buyer, and its successors and assigns (the “PurchaserBuyer’s Indemnified Parties”), harmless from and against any and all Losses that any or all of Purchaser Buyer and any PurchaserBuyer’s Indemnified Parties actually suffer and incur as a result of the failure by Seller Sellers to timely pay or discharge any of the Seller’s CommissionsSellers’ Lease Expenses. Purchaser Buyer hereby indemnifies, protects, defends and holds Seller Sellers and the Seller Sellers’ Indemnified Parties harmless from and against all Losses that any or all of Seller Sellers and the Seller Sellers’ Indemnified Parties actually suffer or incur as a result of the failure by Purchaser Buyer to timely pay or discharge any of the Purchaser’s Commissions or any New Lease Expenses. The terms of this Section 10.4 9.3 shall survive the Closing and the delivery of any conveyance documentationwithout limitation.

Leasing Expenses. At Closing, Purchaser shall reimburse Seller for any and all New Lease Expenses (as hereinafter defined) to the extent that the same have been paid by Seller prior to Closing. In addition, at Closing, Purchaser shall expressly assume and accept, in writing, Seller’s obligations to pay when due any New Lease Expenses unpaid as of the Closing. “New Lease Expenses” shall mean, collectively, any and all commissions and fees or costs and expenses (including tenant improvement costs) arising out of or in connection with either or both of (i) any extension, renewal or expansion of any Existing Lease exercised between the Contract Date and the Closing Date and (ii) any New LeaseLease in each case to the extent approved or deemed approved by Purchaser in accordance with Section 10.3 above. New Lease Expenses shall include, without limitation, (a) third party brokerage commissions and fees to effect any such leasing transaction, (b) expenses incurred for repairs and tenant improvements, and (c) reasonable legal fees for services in connection with the preparation of documents and other services rendered in connection with the effectuation of the leasing transaction. Commissions of leasing and rental agents and tenant improvement allowances for any Existing Leases relating to the base lease term or any renewal term or expansion right that is elected or with respect to which an option is exercised, as the case may be, prior to the Contract Date (including, without limitation, commissions arising under the Brokerage Agreements) shall be paid in full at or prior to Closing by Seller, without contribution or proration from Purchaser (any such commissions or tenant improvements allowances, “Seller’s Commissions”). Third party commissions Commissions of leasing and rental agents and tenant improvement allowances for (x) any renewals (other than renewals elected or with respect to which an option is exercised prior to the Contract Date) or expansions of any Existing LeaseLease (except those exercised prior to the Contract Date), and (y) any New Leases which are approved or deemed approved by Purchaser in accordance with Section 10.3 above shall be the sole responsibility of Purchaser, without contribution or proration from Seller (any such commissions or tenant improvements allowances, “Purchaser’s Commissions”). Seller hereby indemnifies, protects, defends and holds Purchaser, and its successors and assigns (the “Purchaser’s Indemnified Parties”), harmless from and against any and all Losses that any or all of Purchaser and any Purchaser’s Indemnified Parties actually suffer and incur as a result of the failure by Seller to timely pay or discharge any of the Seller’s Commissions. From and after the Closing, Purchaser hereby indemnifies, protects, defends and holds Seller and the Seller Indemnified Parties harmless from and against all Losses that any or all of Seller and the Seller Indemnified Parties actually suffer or incur as a result of the failure by Purchaser to timely pay or discharge any of the Purchaser’s Commissions or any New Lease Expenses. The terms of this Section 10.4 shall survive the Closing and the delivery of any conveyance documentation.

Leasing Expenses. At Closing, Purchaser shall reimburse Seller for any and all New Lease Expenses (as hereinafter defined) to the extent that the same have been paid by Seller prior to Closing. In addition, at Closing, Purchaser shall expressly assume and accept, in writing, Seller’s obligations to pay when due any New Lease Expenses unpaid as of the Closing. “New Lease Expenses” shall mean, collectively, any and all commissions and fees or costs and expenses (including tenant improvement costs) arising out of or in connection with either or both of (i) any extension, renewal or expansion of any Existing Lease exercised between the Contract Date and the Closing Date and (ii) any New Lease. New Lease Expenses shall include, without limitation, (a) third party brokerage commissions and fees to effect any such leasing transaction, (b) expenses incurred for repairs and tenant improvements, and (c) reasonable legal fees for services in connection with the preparation of documents and other services rendered in connection with the effectuation of the leasing transaction. Commissions of leasing and rental agents and tenant improvement allowances or any tenant inducements (such as discounted or free rent) for any Existing Leases relating to the base initial lease term or any renewal term that is elected occurs or with respect commences prior to which an option is exercisedthe Effective Date, as the case may be, prior to the Contract Date shall be paid in full at or prior to Closing by Seller, without contribution or proration from Purchaser Buyer or credited to Buyer at Closing (any such commissions or tenant improvements allowancesallowances or tenant inducements, “Seller’s Commissions”). Third party commissions Commissions of leasing and rental agents and tenant improvement allowances or any tenant inducements (such as discounted or free rent) for (x) any renewals (other than renewals elected the renewal or with respect to which an option is exercised prior to the Contract Date) or expansions expansion of any Existing Lease, Lease that occurs or commences after the Effective Date and (y) any New Leases shall be assumed and paid in full by Buyer, provided that the sole responsibility amount of Purchasersuch commissions, without contribution or proration from Seller allowances and inducements are consistent with Seller’s ordinary course of business consistent with past practice (any such commissions or tenant improvements allowancesallowances or tenant inducements, “PurchaserBuyer’s Commissions”)) at Closing or such later date that such Buyer’s Commissions become due and payable, with a credit given to Buyer by Seller at the Closing for the prorated portion of such Buyer’s Commissions for the period of time between the Effective Date and the Closing. Seller shall not offer any tenant improvement allowances or any tenant inducements (such as discounted or free rent) for the renewal or expansion of any Existing Lease or any New Leases that first occurs or commences after the Effective Date without Buyer’s prior written consent, except to the extent that such tenant improvement allowances and tenant inducements are offered in the ordinary course of business consistent with past practice and are in an amount equal to or less than $500.00 per Property. Seller hereby indemnifies, protects, defends and holds Purchaser, Buyer and its successors and assigns (the “PurchaserBuyer’s Indemnified Parties”), harmless from and against any and all Losses that any or all of Purchaser and any Purchaserthe Buyer’s Indemnified Parties actually suffer suffers and incur incurs as a result of the failure by any of the Seller Ownership Group to timely pay or discharge any of the Seller’s Commissions. Purchaser Buyer hereby indemnifies, protects, defends and holds Seller and its successors and assigns (the Seller “Seller’s Indemnified Parties Parties”) harmless from and against all Losses that any or all of Seller and the Seller Seller’s Indemnified Parties actually suffer suffers or incur incurs as a result of the failure by Purchaser Buyer to timely pay or discharge any of the PurchaserBuyer’s Commissions or any New Lease ExpensesCommissions. The terms of this Section 10.4 7.2 shall survive the Closing and the delivery of any conveyance documentation.

Leasing Expenses. At Closing, Purchaser shall reimburse Seller for any and all New Lease Expenses (as hereinafter defined) to the extent that the same have been paid by Seller prior to Closing. In addition, at Closing, Purchaser shall expressly assume and accept, in writing, Seller’s obligations to pay when due any New Lease Expenses unpaid as of the Closing. “New Lease Expenses” shall mean, collectively, any and all commissions and fees or costs and expenses (including tenant improvement costs) arising out of or in connection with either or both the leasing of the Property, including, but not limited to, (i) any extension, renewal or expansion of any Existing Lease exercised between the Contract Date and the Closing Date and (ii) any New Lease. New In no event shall the Lease Expenses include any commissions, fees, or costs related to the Lease Agreement by and between Seller and Purchaser. Lease Expenses shall include, without limitation, (a) third party brokerage commissions and fees to effect any such leasing transaction, (b) expenses incurred for repairs and tenant improvements, (c) allowances for tenant improvements and moving, and (cd) reasonable legal fees for services in connection with the preparation of documents and other services rendered in connection with the effectuation of the leasing transaction. Commissions of leasing and rental agents and tenant improvement allowances Lease Expenses for any Existing Leases relating to the base lease term or any renewal term that is elected or with respect to which an option is exercised, as the case may be, prior to the Contract Date shall be paid in full at or prior to Closing by Seller, without contribution or proration from Purchaser (any such commissions or tenant improvements allowances, “Seller’s CommissionsLease Expenses”). Third party commissions Notwithstanding the foregoing, to the extent that any such Seller’s Lease Expenses have not been paid in full by Seller prior to Closing, Purchaser may elect to assume responsibility for such unpaid Seller’s Lease Expenses, and, upon such election, shall receive a credit against the Purchase Price in the amount of leasing and rental agents and tenant improvement allowances such assumed unpaid Seller’s Lease Expenses. Lease Expenses for (x) any renewals (other than renewals elected or with respect to which an option is exercised prior to the Contract Date) or expansions of any Existing Lease, and (y) any New Leases shall be the sole responsibility of Purchaser, without contribution or proration from Seller (any such commissions or tenant improvements allowances, “Purchaser’s CommissionsLease Expenses”). In the event Seller has paid any Purchaser’s Lease Expenses on or prior to Closing, Purchaser shall credit Seller for such amounts at Closing. Seller hereby indemnifies, protects, defends and holds Purchaser, and its successors and assigns (the “Purchaser’s Indemnified Parties”), harmless from and against any and all Losses that any or all of Purchaser and any Purchaser’s Indemnified Parties actually suffer and incur as a result of the failure by Seller to timely pay or discharge any of the Seller’s CommissionsLease Expenses. Purchaser hereby indemnifies, protects, defends and holds Seller and the Seller Indemnified Parties harmless from and against all Losses that any or all of Seller and the Seller Indemnified Parties actually suffer or incur as a result of the failure by Purchaser to timely pay or discharge any of the Purchaser’s Commissions Lease Expenses or any New Lease Expenses. The terms of this Section 10.4 shall survive the Closing and the delivery of any conveyance documentation.

Leasing Expenses. At Closing, Purchaser shall reimburse Seller for any and all New Lease Expenses (as hereinafter defined) to the extent that the same have been paid by Seller prior to Closing. In addition, at Closing, Purchaser shall expressly assume and accept, in writing, Seller’s obligations to pay when due any New Lease Expenses unpaid as of the Closing. “New Lease Expenses” shall mean, collectively, any and all commissions and fees or costs and expenses (including tenant improvement costs) arising out of or in connection with either or both the leasing of the Property, including, but not limited to, (i) any extension, renewal or expansion of any Existing Lease exercised between the Contract Date and the Closing Date and (ii) any New Lease. New Lease Expenses shall include, without limitation, (a) third party brokerage commissions and fees to effect any such leasing transaction, (b) expenses incurred for repairs and tenant improvements, (c) allowances for tenant improvements and moving, and (cd) reasonable legal fees for services in connection with the preparation of documents and other services rendered in connection with the effectuation of the leasing transaction. Commissions of leasing and rental agents and tenant improvement allowances Except for the Schedule 10.4 Lease Expenses (as hereinafter defined) Lease Expenses for any Existing Leases relating to the base lease term or any renewal term that is elected or with respect to which an option is exercised, as the case may be, prior to the Contract Date shall be paid in full at or prior to Closing by Seller, without contribution or proration from Purchaser (any such commissions or tenant improvements allowances, “Seller’s CommissionsLease Expenses”). Third party commissions Notwithstanding the foregoing, to the extent that any such Seller’s Lease Expenses have not been paid in full by Seller prior to Closing, Purchaser may elect to assume responsibility for such unpaid Seller’s Lease Expenses, and, upon such election, shall receive a credit against the Purchase Price in the amount of leasing and rental agents and tenant improvement allowances such assumed unpaid Seller’s Lease Expenses. Lease Expenses for (x) any renewals (other than renewals elected or with respect to which an option is exercised prior to the Contract Date) or expansions of any Existing Lease, and (y) any New Leases shall be the sole responsibility of Purchaser, without contribution or proration from Seller (any such commissions or tenant improvements allowances, “Purchaser’s CommissionsLease Expenses”), to the extent such Lease Expenses are disclosed to Purchaser at the time Purchaser approves the applicable Lease renewals and/or expenses or the applicable New Leases. In the event Seller has paid any Purchaser’s Lease Expenses on or prior to Closing, Purchaser shall credit Seller for such amounts at Closing. Seller hereby indemnifies, protects, defends and holds Purchaser, and its successors and assigns (the “Purchaser’s Indemnified Parties”), harmless from and against any and all Losses that any or all of Purchaser and any Purchaser’s Indemnified Parties actually suffer and incur as a result of the failure by Seller to timely pay or discharge any of the Seller’s CommissionsLease Expenses. Purchaser hereby indemnifies, protects, defends and holds Seller and the Seller Indemnified Parties harmless from and against all Losses that any or all of Seller and the Seller Indemnified Parties actually suffer or incur as a result of the failure by Purchaser to timely pay or discharge any of the Purchaser’s Commissions Lease Expenses or any New Lease Expenses or any Schedule 10.4 Lease Expenses. Notwithstanding anything to the contrary set forth herein, Purchaser acknowledges and agrees that upon the consummation of the Closing, those Lease Expenses described on Schedule 10.4 attached hereto (the “Schedule 10.4 Lease Expenses”) shall automatically become the sole responsibility of Purchaser, without any contribution from Seller. At Closing, Purchaser shall (i) reimburse Seller for any Schedule 10.4 Lease Expenses previously paid by Seller and (ii) assume the obligation to pay any unpaid Schedule 10.4 Lease Expenses. The terms of this Section 10.4 shall survive the Closing and the delivery of any conveyance documentation.

Leasing Expenses. At the Specified Assets Closing, Purchaser each Property Owner shall reimburse Seller receive a credit (an upward adjustment) with respect to the Specified Assets Purchase Price for any obligations for (i) brokerage commissions or finders' fees and all New Lease Expenses (ii) tenant improvement allowances, in each case, incurred by such Property Owner in entering into Leases affecting its Specified Assets, that were executed on or after October 3, 2005, and (iii) reasonable legal fees, costs and expenses actually incurred by such Property Owner in entering into Leases affecting its Specified Assets which were executed on or after October 3, 2005, and with respect to Leases not reflected on Schedule K, as hereinafter defined) and to the extent that the same have been paid such legal fees, costs and expenses were expressly approved by Seller prior to ClosingPrudential in connection with its approval of such Lease. In addition, at Closing, Purchaser the applicable Transferee shall expressly assume and accept, in writing, Seller’s obligations be responsible to pay when any brokerage commissions which are due any New Lease Expenses unpaid as of and payable subsequent to the Closing. “New Lease Expenses” shall mean, collectively, any and all commissions and fees or costs and expenses (including tenant improvement costs) arising out of or Specified Assets Closing Date in connection with either or both of (i) any extension, renewal or expansion of a Lease affecting its Specified Assets. Notwithstanding the foregoing, no Property Owner shall receive a credit at the Specified Assets Closing, or otherwise be entitled to any Existing Lease exercised between the Contract Date and the Closing Date and reimbursement at any other time, for any obligations for (i) brokerage commissions or finders' fees, (ii) any New Lease. New Lease Expenses shall include, without limitation, (a) third party brokerage commissions and fees to effect any such leasing transaction, (b) expenses incurred for repairs and tenant improvements, and (c) reasonable legal fees for services in connection with the preparation of documents and other services rendered in connection with the effectuation of the leasing transaction. Commissions of leasing and rental agents and tenant improvement allowances for incurred by such Property Owner in entering into any Existing Leases relating to the base lease term or any renewal term affecting its Specified Assets that is elected or with respect to which an option is exercised, as the case may be, were executed prior to October 3, 2005, or (iii) legal fees, costs or expenses not described in item (iii) of the Contract Date shall be first sentence of this subsection (d). In the event that any obligations described in the preceding sentence are not paid in full at or prior by the applicable Property Owner as of the Specified Assets Closing Date, the applicable Transferee shall receive a credit against the Specified Assets Purchase Price in an amount equal to Closing by Sellerthe amount of such unpaid obligations which are attributable to the Leases affecting its Specified Assets. The Joint Venture Interest Owner and the Transferee thereof shall prorate any brokerage commissions, without contribution or proration from Purchaser (any such commissions or finder's fees, tenant improvements improvement allowances, “Seller’s Commissions”). Third party commissions of leasing and rental agents and tenant improvement allowances for (x) any renewals (other than renewals elected or with respect to which an option is exercised prior legal fees attributable to the Contract DateJoint Venture Owned Property on a similar basis to that described in this subsection (d) or expansions of any Existing Lease, and (y) any New Leases shall be the sole responsibility of Purchaser, without contribution or proration from Seller (any such commissions or tenant improvements allowances, “Purchaser’s Commissions”). Seller hereby indemnifies, protects, defends and holds Purchaser, and its successors and assigns (the “Purchaser’s Indemnified Parties”), harmless from and against any and all Losses that any or all of Purchaser and any Purchaser’s Indemnified Parties actually suffer and incur as a result of the failure by Seller to timely pay or discharge any of the Seller’s Commissions. Purchaser hereby indemnifies, protects, defends and holds Seller and the Seller Indemnified Parties harmless from and against all Losses that any or all of Seller and the Seller Indemnified Parties actually suffer or incur as a result of the failure by Purchaser to timely pay or discharge any of the Purchaser’s Commissions or any New Lease Expenses. The terms of this Section 10.4 shall survive the Closing and the delivery of any conveyance documentationin accordance with their interests.

Leasing Expenses. At Closing, Purchaser shall reimburse Seller for any and all New Lease Expenses (as hereinafter defined) to the extent that the same have been paid by Seller prior to Closing. In addition, at Closing, Purchaser shall expressly assume and accept, in writing, Seller’s obligations to pay when due any New Lease Expenses unpaid as of the Closing. “New Lease Expenses” shall mean, collectively, any and all commissions and fees or costs and expenses (including tenant improvement costs) arising out of or in connection with either or both the leasing of the Property, including, but not limited to, (i) any extension, renewal or expansion of any Existing Lease exercised between the Contract Date and the Closing Date and (ii) any New Lease. New Lease Expenses shall include, without limitation, (a) third party brokerage commissions and fees to effect any such leasing transaction, (b) expenses incurred for repairs repairs, tenant improvements and tenant improvementsincentives (including, but not limited to, free rent or any reduction of current rent), (c) allowances for tenant improvements and moving, and (cd) reasonable legal fees for services in connection with the preparation of documents and other services rendered in connection with the effectuation of the leasing transaction. Commissions of leasing and rental agents and tenant improvement allowances Lease Expenses for any Existing Leases relating to the base lease term or any renewal term that is elected or with respect to which an option is exercised, as the case may be, prior to the Contract Date shall be paid in full at or prior to Closing by Seller, without contribution or proration from Purchaser (any such commissions or tenant improvements allowances, “Seller’s CommissionsLease Expenses”). Third party commissions Notwithstanding the foregoing, to the extent that any such Seller’s Lease Expenses have not been paid in full by Seller prior to Closing, Purchaser may elect to assume responsibility for such unpaid Seller’s Lease Expenses, and, upon such election, shall receive a credit against the Purchase Price in the amount of leasing and rental agents and tenant improvement allowances such assumed unpaid Seller’s Lease Expenses. Lease Expenses for (x) any renewals (other than renewals elected or with respect to which an option is exercised prior to the Contract Date) or expansions of any Existing LeaseLease (other than expansions elected or with respect to which an option is exercised prior to the Contract Date), and (y) any New Leases shall be the sole responsibility of Purchaser, without contribution or proration from Seller (any such commissions or tenant improvements allowances, “Purchaser’s CommissionsLease Expenses”). In the event Seller has paid any Purchaser’s Lease Expenses on or prior to Closing (including, but not limited to, by way of tenant incentives in the form of any reduction in rent that would otherwise have been payable with respect to the period from the Contract Date through Closing), Purchaser shall credit or reimburse Seller for such amounts at Closing. Seller hereby indemnifies, protects, defends and holds Purchaser, and its successors and assigns (the “Purchaser’s Indemnified Parties”), harmless from and against any and all Losses that any or all of Purchaser and any Purchaser’s Indemnified Parties actually suffer and incur as a result of the failure by Seller to timely pay or discharge any of the Seller’s CommissionsLease Expenses. Purchaser hereby indemnifies, protects, defends and holds Seller and the Seller Indemnified Parties harmless from and against all Losses that any or all of Seller and the Seller Indemnified Parties actually suffer or incur as a result of the failure by Purchaser to timely pay or discharge any of the Purchaser’s Commissions Lease Expenses or any New Lease ExpensesExpenses (including, but not limited to, any amounts required to be credited or reimbursed to Seller pursuant to the terms of this Section 10.4). The terms of this Section 10.4 shall survive the Closing and the delivery of any conveyance documentation.