Common use of Outside Brokers Clause in Contracts

Outside Brokers. Manager may not without Owner’s consent in each instance, enlist other brokers to assist Manager in attempting to lease space in a Project (each, an “Outside Broker”). Notwithstanding the foregoing, Owner’s consent shall not be required in connection with an Outside Broker engaged by a prospective Tenant in connection with leasing space in a Project (an “Outside Tenant Broker”). Manager shall use its commercially reasonable efforts to cause any Outside Broker involved in such Lease transaction to enter into, prior to the time that it may be reasonably anticipated that negotiations of a Lease shall be entered into or such other time that Owner directs that Manager do so, a form of agreement between Manager and any Outside Broker as Manager and Owner may approve (each of the foregoing sometimes herein called an “Authorized Outside Broker Agreement”). Manager agrees not to enter into any agreement with an Outside Broker without the prior approval of the terms of such agreement by Owner. In the event that an Outside Tenant Broker shall be entitled to payment of a commission in connection with a Lease, Owner agrees that it shall be responsible for paying to Manager (for the payment to the Outside Tenant Broker) any commission owed to such Outside Tenant Broker (the “Outside Broker Commission”), provided, however, Owner shall not be required to pay any portion of an Outside Broker Commission which, when taken together with the Commission that would otherwise be due and payable to Manager had an Outside Tenant Broker not been engaged, exceeds one-hundred fifty percent (150%) of the Commission otherwise payable to Manager (the “Owner Commission Cap”). Manager shall have the sole and exclusive responsibility to pay (i) any portion of a commission payable to an Outside Tenant Broker after Owner has made payments up to the Owner Commission Cap with respect to such Lease and (ii) any commission owed to an Outside Broker that is not an Outside Tenant Broker or that Owner has not otherwise consented to pay such Outside Broker, subject, however, in all events to the prior receipt by Manager of the Commission with respect to such Lease in accordance with this Agreement. Manager shall retain for its own account the remainder of the Commission and Outside Broker Commission after paying to the Outside Tenant Broker all amounts due and payable to the Outside Tenant Broker in connection with such Lease transaction and Manager shall be responsible for payment of any amounts in excess of the Owner Commission Cap with respect to any particular Lease.

Outside Brokers. (a) If a licensed real estate broker other than Manager may not without Owner’s consent in each instance, enlist other brokers to assist Manager in attempting to lease space in a Project (each, an “"Outside Broker”). Notwithstanding ") is the foregoing, Owner’s consent shall not be required in connection with an Outside Broker engaged by a prospective Tenant in connection with leasing space in a Project (an “Outside Tenant Broker”). Manager shall use its commercially reasonable efforts to procuring cause any Outside Broker involved in such Lease transaction to enter into, prior to the time that it may be reasonably anticipated that negotiations of a Lease or extension or modification thereof or represents the tenant thereof, Owner shall be entered into or pay such other time that Owner directs that Manager do so, a form of agreement between Manager and any Outside Broker as Manager and Owner may approve (each of the foregoing sometimes herein called an “Authorized Outside Broker Agreement”). Manager agrees not to enter into any agreement with an Outside Broker without the prior approval of the terms of such agreement by Owner. In the event that an Outside Tenant Broker shall be entitled to payment of a commission in connection with a Lease, Owner agrees that it shall be responsible for paying to Manager (for the payment to the Outside Tenant Broker) any commission owed amount required pursuant to such Outside Tenant Broker (the “Outside Broker Commission”)Broker's written brokerage or commission agreement, provided, however, Owner that the amount of any such commission shall not be required greater than the product of $1.00 per rentable square foot of space subject to pay any portion such Lease, multiplied by the number of years (not to exceed fifteen (15)) in the term of such Lease (e.g., for a ten-year lease for 30,000 rentable square feet, the commission to the Outside Broker would be equal to $300,000 ($1.00 x 30,000 x 10)), unless Owner shall otherwise agree in writing. (b) If an Outside Broker Commission whichis the procuring cause of a Lease or extension or modification thereof or represents the tenant thereof and is due a commission under Section 5(a) above, when taken together with the Commission that would otherwise be due and payable Owner shall pay to Manager had an Outside Tenant Broker not been engaged, exceeds a commission which shall be equal to one-hundred fifty percent half (150%1/2) of the Commission amount otherwise payable to Manager (the “Owner Commission Cap”). Manager shall have the sole and exclusive responsibility to pay (i) any portion of a commission payable to an Outside Tenant Broker after Owner has made payments up to the Owner Commission Cap with respect to such Lease and (ii) any commission owed to an Outside Broker that is not an Outside Tenant Broker or that Owner has not otherwise consented to pay such Outside Broker, subject, however, in all events to the prior receipt by Manager of the Commission with respect to such Lease in accordance with this AgreementCommission Schedule. Unless otherwise expressly agreed to in writing by Owner, in no event shall an Outside Broker be paid a commission for the contraction of a tenant's leased space within the Property, a relocation of a tenant's leased space within the Property, or a financial reconstitution of a tenant's lease (i.e., a readjustment of the rental amounts); provided, however, that the foregoing shall not apply to any initial commission paid to an Outside Broker. Nothing contained herein shall be deemed to create any right in any Outside Broker as a third party beneficiary and neither Owner nor Manager shall retain for its own account the remainder of the Commission and Outside Broker Commission after paying to the Outside Tenant Broker all amounts due and payable to the Outside Tenant Broker in connection with such Lease transaction and Manager shall be responsible for payment have any obligation of any amounts in excess of the Owner Commission Cap kind with respect to any particular LeaseOutside Broker unless a written commission agreement is executed between Owner or Manager and such Outside Broker.