Common use of Overage Rents Clause in Contracts

Overage Rents. (i) With respect to any Lease of all or any portion of the Contributor Properties that provides for so-called common area maintenance or "cam" charges, or provides for so-called "escalation rent", "operating cost pass-throughs" or "expense reimbursements" based upon increases in real estate taxes or operating expenses or labor costs or cost of living or xxxxxx'x wages or otherwise, or provides for the tenant to make additional rent payments based upon real estate taxes or operating expenses (such cam charges, additional rent, escalation rent, operating cost pass-throughs and expense reimbursements being collectively called "Overage Rent"), such Overage Rent shall be adjusted and prorated on an if, as and when collected basis as provided in this Section 4(b). For purposes of this subsection (b), any Overage Rents with respect to the Nomura Properties which have been deposited into the Deposit Account (as such term is defined in the Nomura Loan Documents) prior to the Closing Date shall be deemed to have been received by or on behalf of Contributor, and any such Fixed Rents which have been deposited into the Deposit Account from and after the Closing shall be deemed to have been received by or on behalf of Contributee. (ii) If the Closing Date shall occur prior to the time when any such Overage Rent is payable, then such Overage Rent for the applicable accounting period in which the Closing Date occurs shall be apportioned subsequent to the Closing promptly after the collection thereof. Contributee shall pay to Contributor the proportion of such Overage Rent that the portion of such accounting period prior to the Closing Date bears to the entire accounting period, less a like portion of all reasonable costs and expenses (including reasonable attorneys fees and disbursements) incurred by Contributee in collecting such Overage Rent, provided that the tenant paying such Overage Rent has made all payments of Fixed Rents and Overage Rents then due to Contributee pursuant to the terms of such tenant's Lease. (iii) With respect to any Overage Rent relating to an accounting period that shall have expired prior to the Closing Date, but which Overage Rent shall become payable after the Closing Date, Contributee shall pay the entire amount over to Contributor upon Contributee's receipt thereof, less the reasonable costs and expenses (including reasonable attorneys' fees and disbursements) incurred by Contributee in collecting such Overage Rent, provided that the tenant paying such Overage Rent has made all payments of Fixed Rents and Overage Rents then due to Contributee pursuant to the terms of such tenant's Lease. (iv) If, prior to the Closing Date, Contributor shall have collected any sums on account of Overage Rent for a year or other period, or any portion of such period, beginning prior but ending subsequent to the Closing Date, then such sum shall be apportioned as of the day preceding the Closing Date. To the extent that any portion of the Overage Rent is required by any Lease(s) to be paid monthly on account of estimated amounts for the current period, and at the end of each calendar year (or, if applicable, at the end of the applicable lease year), such estimated amounts are to be recalculated based upon the actual expenses and other relevant factors for that calendar (or lease) year, with the appropriate adjustments being made with the tenant(s), then such portion of the Overage Rent shall be prorated between Contributor and Contributee at the Closing based on the estimated payments received to the Closing Date for the calendar or lease year in which the Closing Date occurs. At the time(s) of final calculation and collection from (or refund to) tenants under the Leases of the amounts in reconciliation of actual Overage Rent for a period for which estimated amounts have been prorated, there shall be a re-proration between Contributor and Contributee, with the net credit resulting from such re- proration being payable to the appropriate party (i.e., to Contributor if the recalculated amounts exceed the estimated amounts and to Contributee if the recalculated amounts are less than the estimated amounts).

Overage Rents. (ia) With respect to any Lease of all or any portion of the Contributor Properties that provides for the payment of (i) so-called common area maintenance or "cam" charges, charges or provides for (ii) so-called "escalation rent", "operating cost pass-throughs" or "expense reimbursements" additional rent based upon increases in real estate taxes or operating expenses or labor costs or cost of living or xxxxxx'x porter's wages or otherwiseotherwise (xxxx xxx charges, or provides for the tenant to make escalation rent and additional rent payments based upon real estate taxes or operating expenses (such cam charges, additional rent, escalation rent, operating cost pass-throughs and expense reimbursements being collectively called "Overage RentRents"), such Overage Rent Rents shall be adjusted and prorated on an if, as and when collected basis as provided in this Section 4(b). For purposes of this subsection basis. (b), ) As to any Overage Rents with in respect to the Nomura Properties which of an accounting period that shall have been deposited into the Deposit Account (as such term is defined in the Nomura Loan Documents) expired prior to the Closing Date but which shall be deemed to have been received by or on behalf of Contributor, and any such Fixed Rents which have been deposited into the Deposit Account from and paid after the Closing Closing, Purchaser agrees that it will pay the entire amount over to Seller upon receipt thereof, after payment of all Overage Rents in respect of all current accounting periods. Purchaser agrees that it shall be deemed to have been received by or on behalf (i) promptly render bills for any Overage Rents in respect of Contributee. (ii) If the Closing Date shall occur prior to the time when any such Overage Rent is payable, then such Overage Rent for the applicable an accounting period in which the Closing Date occurs that shall be apportioned subsequent to the Closing promptly after the collection thereof. Contributee shall pay to Contributor the proportion of such Overage Rent that the portion of such accounting period have expired prior to the Closing Date bears to but which shall be paid after the entire accounting periodClosing, less a like portion of all reasonable costs and expenses (including reasonable attorneys fees and disbursementsii) incurred by Contributee in collecting bill tenants such Overage Rent, provided that the tenant paying such Overage Rent has made all payments of Fixed Rents and Overage Rents then due to Contributee pursuant to the terms of such tenant's Lease. (iii) With respect to any Overage Rent relating Renxx xttributable to an accounting period that shall have expired prior to the Closing Dateon a monthly basis during the Purchaser Collection Period and (iii) use commercially reasonable efforts to collect Overage Rents; provided, however, that Purchaser shall have no obligation to commence any actions or proceedings to collect any such Overage Rents. Notwithstanding the foregoing, if Purchaser shall be unable to collect such Overage Rents during the Purchaser Collection Period, Seller shall have the right, upon prior written notice to Purchaser, to pursue tenants to collect such delinquencies (including, without limitation, the prosecution of one or more lawsuits), but which Overage Rent Seller shall become payable after the Closing Date, Contributee not be entitled to evict (by summary proceedings or otherwise) any such tenants. Seller shall pay the entire amount over furnish to Contributor upon Contributee's receipt thereof, less the reasonable costs and expenses (including reasonable attorneys' fees and disbursements) incurred by Contributee in collecting such Overage Rent, provided that the tenant paying such Overage Rent has made Purchaser all payments of Fixed Rents and Overage Rents then due to Contributee pursuant information relating to the terms of such tenant's Lease. (iv) If, period prior to the Closing Date, Contributor shall have collected any sums on account that is reasonably necessary for the billing of Overage Rent Rents; and Purchaser will deliver to Seller, concurrently with the delivery to tenants, copies of all statements relating to Overage Rents for a year or other period, or any portion of such period, beginning period prior but ending subsequent to the Closing. Purchaser shall bill tenants for Overage Rentx xxr accounting periods prior to the Closing Date, then in accordance with and on the basis of such sum information furnished by Seller. (c) Overage Rents in respect of the accounting period in which the Closing Date occurs shall be apportioned as of the day preceding Closing Date. If, prior to the Closing, Seller shall receive any installments of Overage Rents attributable to Overage Rents for periods from and after the Closing, such sum shall be apportioned at the Closing. If, after the Closing, Purchaser shall receive any installments of Overage Rents attributable to Overage Rents for periods prior to the Closing, such sum shall be paid by Purchaser to Seller promptly after Purchaser receives payment thereof. (d) Any payment by a tenant on account of Overage Rents (to the extent not applied against Fixed Rents due and payable by such tenant in accordance with Section 8.1(c) above) shall be applied to Overage Rents then due and payable in the following order of priority: (i) first, in payment of Overage Rents for the accounting period in which the Closing Date occurs, pro rated as of the Closing Date. , (ii) second, in payment of all accounting periods preceding the accounting period in which the Closing Date occurs and (iii) third, in payment of all current accounting periods. (e) To the extent that any portion of the Overage Rent Rents is required by any Lease(s) to be paid monthly by tenants on account of estimated amounts for the current period, and at the end of each any calendar year (or, if applicable, any lease year or tax year or any other applicable accounting period), and at the end of the applicable such calendar year (or lease year, tax year or other applicable accounting period, as the case may be), such estimated amounts are to be recalculated based upon the actual expenses expenses, taxes and other relevant factors for that calendar (lease or leasetax) yearyear or other applicable accounting period, with the appropriate adjustments being made with the tenant(s)such tenants, then such portion of the Overage Rent Rents shall be prorated between Contributor Seller and Contributee Purchaser at the Closing based on the such estimated payments received actually paid by tenants (i.e., with Seller entitled to retain all monthly or other periodic installments of such amounts paid by tenants with respect to periods prior to the Closing Date for the calendar month or lease year other applicable installment period in which the Closing occurs, Seller to pay to Purchaser at the Closing all monthly or other periodic installments of such amounts theretofore received by Seller with respect to periods following the calendar month or other applicable installment period in which the Closing occurs and Seller and Purchaser to apportion as of the Closing Date all monthly or other periodic installments of such amounts paid by tenants with respect to the calendar month or other applicable installment period in which the Closing occurs). At Upon the time(s) of final calculation and collection from (or refund to) all tenants under the Leases of the amounts in reconciliation of actual Overage Rent Rents for a period for which estimated amounts paid by such tenants have been prorated, there shall be a re-proration between Contributor Seller and ContributeePurchaser. If, with the net credit resulting from such re- proration being payable respect to the appropriate party (i.e.any tenant, to Contributor if the recalculated amounts Overage Rents exceed the estimated amounts and amount paid by such tenant, upon collection from the tenant, (i) the entire excess shall be paid by Purchaser to Contributee Seller, if the accounting period for which such recalculation was made expired prior to the Closing and (ii) such excess shall be apportioned between Seller and Purchaser as of the Closing Date, if the Closing occurred during the accounting period for which such recalculation was made, with Purchaser paying to Seller the portion of such excess which Seller is so entitled to receive. If, with respect to any tenant, the recalculated amounts Overage Rents are less than the estimated amountsamount paid by such tenant, (i) the entire shortfall shall be paid by Seller to Purchaser, if the accounting period for which such recalculation was made expired prior to the Closing and (ii) such shortfall shall be apportioned between Seller and Purchaser as of the Closing Date, if the Closing occurred during the accounting period for which such recalculation was made, with Seller paying to Purchaser the portion of such shortfall so allocable to Seller. Purchaser shall indemnify, defend and hold Seller harmless from any and all loss, cost (including, without limitation, reasonable attorneys' fees), claim or damage arising in connection with or from any failure of Purchaser to remit to tenants any amounts paid by Seller to Purchaser pursuant to the preceding sentence. The provisions of the preceding sentence shall survive Closing. (f) During the Purchaser Collection Period, Purchaser shall furnish to Seller not less frequently than monthly a reasonably detailed accounting of such amounts payable by Purchaser, which accounting shall be delivered to Seller on or prior to the 15th day following the last day of each calendar month from and after the month in which the Closing occurs. Seller shall have the right from time to time following the Closing, on Business Days and upon reasonable prior notice to Seller, to review Purchaser's rental records with respect to the Property to ascertain the accuracy of such accountings.

Overage Rents. Overage rents to be prorated hereunder (i"Overage Rents") With respect shall include, but not be limited to, percentage rents (other than those described in subparagraph (c) above), consumer price index escalation payments, other similar rental payments in excess of fixed, minimum and base rents under the Leases, and other payments related to any Lease of all the occupancy or any portion use of the Contributor Properties that provides for so-called common area maintenance Real Property or "cam" chargesPersonal Property, whether finally determined before or provides for so-called "escalation rent"after the expiration of the fiscal years under various Leases. Seller shall be entitled to Overage Rents which are due or past due or not yet due but accrued under the term of the Leases, "operating cost pass-throughs" or "expense reimbursements" based upon increases prior to, and prorated as of the Closing Date. Purchaser shall be entitled to all Overage Rents accruing and prorated from and after the Closing Date. Overage Rents shall be separately prorated under each Lease on the basis of the fiscal year set forth in real estate taxes or operating expenses or labor costs or cost of living or xxxxxx'x wages or otherwise, or provides each Lease for the tenant payment of Overage Rents. The foregoing notwithstanding, with the exception of Overage Rents due and payable in the month in which the Closing Date occurs, which shall be credited to make additional rent payments based upon real estate taxes or operating expenses (such cam chargesPurchaser and Seller as described below, additional rentOverage Rents shall not be credited at Closing, escalation rent, operating cost pass-throughs and expense reimbursements being collectively called "Overage Rent"), such Overage Rent but shall instead be adjusted and prorated on an ifpaid, as and when collected basis subject to collection from tenants, at the year-end adjustment described below. All interim Overage Rent payments made before the Closing Date shall be retained by Seller until year-end adjustment as provided in this Section 4(b)6.2(d) and determination of Seller's and Purchaser's allocable share thereof. For purposes of this subsection (b), any Overage Rents with respect to the Nomura Properties which have been deposited into the Deposit Account (as such term is defined in the Nomura Loan Documents) prior to the Closing Date shall be deemed to have been received by or on behalf of Contributor, and any such Fixed Rents which have been deposited into the Deposit Account from and after the Closing shall be deemed to have been received by or on behalf of Contributee. (ii) If the Closing Date shall occur prior to the time when any such Overage Rent is payable, then such Overage Rent for the applicable accounting period month in which the Closing Date occurs shall be apportioned subsequent to prorated as between Seller and Purchaser based upon the number of days in the month occurring before the Closing promptly after the collection thereofDate. Contributee Purchaser shall pay be entitled to Contributor the proportion a credit at Closing for Purchaser's share of such all Overage Rent that due in the portion of such accounting period prior to month in which the Closing Date bears to the entire accounting period, less a like portion of all reasonable costs occurs and expenses (including reasonable attorneys fees and disbursements) incurred received by Contributee in collecting such Overage Rent, provided that the tenant paying such Overage Rent has made all payments of Fixed Rents and Overage Rents then due to Contributee pursuant to the terms of such tenant's Lease. (iii) With respect to any Overage Rent relating to an accounting period that shall have expired Seller prior to the Closing Date, but which . If any Overage Rent shall become payable after due in the month in which the Closing Date occurs has not been paid as of the Closing Date, Contributee Seller shall pay the entire amount over to Contributor upon Contributee's receipt receive a credit at Closing for its share thereof and Purchaser shall receive a credit at Closing for its share thereof, less the reasonable costs and expenses (including reasonable attorneys' fees and disbursements) incurred by Contributee subject in collecting such Overage Rent, provided that the tenant paying such Overage Rent has made all payments of Fixed Rents and Overage Rents then due each case to Contributee pursuant to the terms of such tenant's Lease. (iv) If, prior to the Closing Date, Contributor shall have collected any sums readjustment as described in this Section 6.2(d). If on account of Overage Rent for a year or other period, or any portion of such period, beginning prior but ending subsequent to the Closing Date, then such sum shall be apportioned as of the day preceding the Closing Date. To the extent that any portion of the Overage Rent is required by any Lease(s) to be paid monthly on account of estimated amounts for the current period, and at the end of each calendar year (or, if applicable, at the end of the applicable lease year), such estimated amounts are to be recalculated based upon the actual expenses and other relevant factors for that calendar (or lease) year, with the appropriate adjustments being made with the tenant(s), then such portion of the Overage Rent shall be prorated between Contributor and Contributee at the Closing based on the estimated payments received to the Closing Date the amount of any Overage Rent being prorated is not actually known, Seller and Purchaser shall reasonably estimate the amount thereof and such proration shall be based on such estimate, subject to readjustment as provided in this Section 6.2(d). All interim Overage Rent payments made to Purchaser after the Closing Date shall be retained by Purchaser until year-end adjustment as provided in this Section 6.2(d) and determination of Seller's and Purchaser's allocable share thereof. Upon final determination of Overage Rents owed by a tenant under its Lease for the calendar or lease fiscal year under that Lease in which the Closing Date occurs, Seller and Purchaser shall adjust between themselves amounts owed for such fiscal year on account of Overage Rents, and Seller's allocable share of such Overage Rents shall be equal to an amount determined by multiplying total Overage Rents owed by a fraction, the numerator of which is the number of days in such fiscal year before the Closing Date, and the denominator of which is the total number of days in such fiscal year. Further, all such allocations shall be adjusted to reflect any Leases not in effect for the full fiscal year. At the time(s) end of final calculation and collection the fiscal year for each Lease for which Overage Rents are due from (or refund to) tenants a tenant, Purchaser shall promptly xxxx the amounts due, if necessary. To the extent received by Purchaser under the Leases applicable Lease, Purchaser shall furnish Seller with financial statements indicating the sales and percentage rent figures for each tenant for all relevant periods and Purchaser shall promptly remit to Seller its allocable share, less interim payments previously retained by or credited to Seller, if any; provided, however, in no event shall Purchaser be obligated to remit any amounts payable to Seller as provided in this sentence unless actually collected from the applicable tenants. If Seller has retained or been credited amounts in excess of its allocable share, Seller shall, within fifteen (15) days after notice from Purchaser of the amounts in reconciliation excess owed Purchaser, remit such excess to Purchaser. Any Overage Rents with respect to Leases terminated before the Closing Date shall belong entirely to Seller, and Purchaser shall remit to Seller, promptly following receipt, all payments made to Purchaser after the Closing Date on account of actual such Overage Rent for a period for which estimated amounts have been prorated, there Rents. Any Overage Rents with respect to Leases commencing on or after the Closing Date shall be a re-proration between Contributor and Contributee, with the net credit resulting from such re- proration being payable belong entirely to the appropriate party (i.e., to Contributor if the recalculated amounts exceed the estimated amounts and to Contributee if the recalculated amounts are less than the estimated amounts)Purchaser.

Overage Rents. (i) With respect The following proration principles shall apply to any Lease the proration of all overage rents, which shall include percentage rents, consumer price index escalation payments and other similar rental payments in excess of fixed, minimum and base rents under the Leases, whether finally determined before or any portion after the expiration of the Contributor Properties that provides for so-called common area maintenance or "cam" charges, or provides for so-called "escalation rent", "operating cost pass-throughs" or "expense reimbursements" based upon increases relevant fiscal years under the respective Leases. Overage rents shall be separately prorated under each Lease on the basis of the fiscal year set forth in real estate taxes or operating expenses or labor costs or cost of living or xxxxxx'x wages or otherwise, or provides such Lease for the tenant to make additional payment of overage rents. All interim overage rent payments based upon real estate taxes or operating expenses (such cam charges, additional rent, escalation rent, operating cost pass-throughs and expense reimbursements being collectively called "Overage Rent"), such Overage Rent shall be adjusted and prorated on an if, as and when collected basis as provided in this Section 4(b). For purposes of this subsection (b), any Overage Rents with respect to the Nomura Properties which have been deposited into the Deposit Account (as such term is defined in the Nomura Loan Documents) prior to made before the Closing Date shall be deemed to have been retained by Seller until year-end adjustment and determination of Seller's allocable share thereof, except that interim payments received by or on behalf of Contributor, and any such Fixed Rents which have been deposited into the Deposit Account from and after the Closing shall be deemed to have been received by or on behalf of Contributee. (ii) If the Closing Date shall occur prior to the time when any such Overage Rent is payable, then such Overage Rent either party for the applicable accounting period month in which the Closing Date occurs shall be apportioned subsequent to prorated between Seller and Buyer based upon the Closing promptly after the collection thereof. Contributee shall pay to Contributor the proportion number of such Overage Rent days in that the portion of such accounting period prior to the Closing Date bears to the entire accounting period, less a like portion of all reasonable costs and expenses (including reasonable attorneys fees and disbursements) incurred by Contributee in collecting such Overage Rent, provided that the tenant paying such Overage Rent has made all payments of Fixed Rents and Overage Rents then due to Contributee pursuant to the terms of such tenant's Lease. (iii) With respect to any Overage Rent relating to an accounting period that shall have expired month occurring prior to the Closing Date, but and the party receiving the interim payment shall remit to or credit, as the case may be, the other party its proportionate share for such month. All amounts received by Buyer on or after the Closing Date as interim payments of overage rents shall be retained by Buyer until year-end adjustment and determination of Seller's allocable share thereof. Upon final determination of overage rents collected from a tenant for the fiscal year under its Lease in which Overage Rent the Closing Date occurs, Seller and Buyer shall become payable after adjust between themselves amounts collected for such fiscal year on account of overage rents, and Seller's allocable share of such overage rents shall be equal to an amount determined by multiplying total overage rents collected for such fiscal year by a fraction whose numerator is the number of days in such fiscal year before the Closing Date, Contributee and whose denominator is the total number of days in such fiscal year. Buyer shall pay the entire amount over to Contributor upon Contributee's receipt thereoffurnish Seller with financial statements and work sheets, less the reasonable costs and expenses (including reasonable attorneys' fees and disbursements) incurred by Contributee in collecting such Overage Rent, provided that the tenant paying such Overage Rent has made all payments of Fixed Rents and Overage Rents then due to Contributee pursuant to the terms extent received from the tenant, indicating the sales and percentage rent figures for each tenant for all relevant periods. Within fifteen (15) days after final determination and collection of such tenant's Lease. (iv) If, prior to the Closing Date, Contributor shall have overage rents collected from any sums on account of Overage Rent for a year or other period, or any portion of such period, beginning prior but ending subsequent to the Closing Date, then such sum shall be apportioned as of the day preceding the Closing Date. To the extent that any portion of the Overage Rent is required by any Lease(s) to be paid monthly on account of estimated amounts tenant for the current period, and at the end of each calendar year (or, if applicable, at the end of the applicable lease year), such estimated amounts are to be recalculated based upon the actual expenses and other relevant factors for that calendar (or lease) year, with the appropriate adjustments being made with the tenant(s), then such portion of the Overage Rent shall be prorated between Contributor and Contributee at the Closing based on the estimated payments received to the Closing Date for the calendar or lease fiscal year in which the Closing Date occurs, Buyer shall remit to Seller its allocable share, less interim payments previously retained by Seller, if any. At the time(sIf Seller has retained amounts in excess of its allocable share, Seller, within fifteen (15) of final calculation and collection days after notice from (or refund to) tenants under the Leases Buyer of the amounts in reconciliation excess owed Buyer, remit such excess to Buyer. Any overage rents with respect to Leases terminated before the Closing Date shall belong entirely to Seller, and Buyer shall remit to Seller all payments to Buyer after the Closing Date on account of actual Overage Rent for a period for which estimated amounts have been prorated, there such overage rents. Any overage rents with respect to Leases commencing on or after the Closing Date shall be a re-proration between Contributor and Contributee, with the net credit resulting from such re- proration being payable belong entirely to Buyer. If any overage rents are collected subsequent to the appropriate year-end reconciliation between Buyer and Seller which are allocable to the year in which Closing occurs, the party (i.e., collecting such amount shall immediately pay to Contributor if the recalculated amounts exceed the estimated amounts and to Contributee if the recalculated amounts are less than the estimated amounts)other party its allocable share.

Overage Rents. (ia) With respect to any Space Lease of all or any portion of the Contributor Properties that provides for (ii) so-called common area maintenance or "camCAM" charges, charges or provides for (iii) so-called "escalation rent", "operating cost pass-throughsESCALATION RENT" or "expense reimbursements" additional rent based upon increases in real estate taxes or operating expenses or labor costs or cost of living or xxxxxx'x wages or otherwiseotherwise (such percentage rent, or provides for the tenant to make CAM charges, escalation rent and additional rent payments based upon real estate taxes or operating expenses (such cam charges, additional rent, escalation rent, operating cost pass-throughs and expense reimbursements being collectively called "Overage RentOVERAGE RENT"), such Overage Rent shall be adjusted and prorated on an if, as and when collected basis as provided in this Section 4(b). For purposes of this subsection basis. (b), ) As to any Overage Rents with Rent in respect to the Nomura Properties which of an accounting period that shall have been deposited into the Deposit Account (as such term is defined in the Nomura Loan Documents) expired prior to the Closing Date but which shall be deemed to have been received by or on behalf of Contributor, and any such Fixed Rents which have been deposited into the Deposit Account from and paid after the Closing shall be deemed to have been received by or on behalf of Contributee. (ii) If Closing, the Closing Date shall occur prior Buyer agrees that it will pay the entire amount over to the time when relevant Seller upon receipt thereof, less any such costs of collection (including reasonable counsel fees) reasonably allocable thereto. The Buyer agrees that it shall (i) promptly render bills for any Overage Rent is payable, then such Overage Rent for the applicable in respect of an accounting period in which the Closing Date occurs that shall be apportioned subsequent to the Closing promptly after the collection thereof. Contributee shall pay to Contributor the proportion of such Overage Rent that the portion of such accounting period have expired prior to the Closing Date bears to but which shall be paid after the entire accounting periodClosing, less a like portion of all reasonable costs and expenses (including reasonable attorneys fees and disbursementsii) incurred by Contributee in collecting such Overage Rent, provided that the tenant paying xxxx tenants such Overage Rent has made all payments of Fixed Rents and Overage Rents then due to Contributee pursuant to the terms of such tenant's Lease. (iii) With respect to any Overage Rent relating attributable to an accounting period that shall have expired prior to the Closing Dateon a monthly basis for a period of six consecutive months thereafter and (iii) use commercially reasonable efforts to collect Overage Rent. Notwithstanding the foregoing, but which if the Buyer shall be unable to collect such Overage Rent shall become payable within six (6) months after the Closing Date, Contributee the Seller shall pay have the entire amount over right, upon prior written notice to Contributor upon Contributee's receipt thereofthe Buyer, to pursue tenants to collect such delinquencies (including, without limitation, the prosecution of one or more lawsuits), but the Seller shall not be entitled to evict (by summary proceedings or otherwise) any such tenants. The Seller shall furnish to the Buyer all information relating to the period prior to the Closing that is reasonably necessary for the billing of such Overage Rent and the Buyer will deliver to the Seller, concurrently with the delivery to tenants, copies of all statements relating to Overage Rent for the period prior to the Closing. The Buyer shall xxxx tenants for Overage Rents for accounting periods prior to the Closing in accordance with and on the basis of such information furnished by the Seller. (c) If, prior to the Closing, the relevant Seller shall have received any installments of Overage Rent attributable to Overage Rent for periods from and after the Closing Date, such sum shall be apportioned at the Closing. If, after the Closing, the Buyer shall receive any installments of Overage Rent attributable to Overage Rent for periods prior to the Closing, such sum (less the reasonable any costs and expenses (including reasonable attorneys' fees and disbursementscounsel fees) incurred by Contributee the Buyer in collecting the collection of such Overage Rent, provided that ) shall be paid by the tenant paying such Overage Rent has made all payments of Fixed Rents and Overage Rents then due to Contributee pursuant Buyer to the terms of such tenant's LeaseSeller promptly after the Buyer receives payment thereof. (ivd) If, prior to the Closing Date, Contributor shall have collected any sums Any payment by a tenant on account of Overage Rent for a year or other period, or any portion of such period, beginning prior but ending subsequent (to the Closing Date, then extent not applied against Fixed Rents due and payable by such sum tenant in accordance with subsection 11.1(b) above) shall be apportioned as applied to Overage Rents then due and payable in the same order of the day preceding the Closing Date. priority that Fixed Rents are applied under subsection 11.1(b) above. (e) To the extent that any portion of the Overage Rent is required by any Lease(s) to be paid monthly by tenants on account of estimated amounts for the current period, and at the end of each any calendar year (or, if applicable, any lease year or tax year or any other applicable accounting period), and at the end of the applicable such calendar year (or lease year, tax year or other applicable accounting period, as the case may be), such estimated amounts are to be recalculated based upon the actual expenses expenses, taxes and other relevant factors for that calendar (lease or leasetax) yearyear or other applicable accounting period, with the appropriate adjustments being made with the tenant(s)such tenants, then such portion of the Overage Rent shall be prorated between Contributor the relevant Seller and Contributee the Buyer at the Closing based on the such estimated payments received actually paid by tenants (i.e., with the Seller entitled to retain all monthly or other periodic installments of such amounts paid by tenants with respect to periods prior to the Closing Date for the calendar month or lease year other applicable installment period in which the Closing occurs, the Seller to pay to the Buyer at the Closing all monthly or other periodic installments of such amounts theretofore received by the Seller with respect to periods following the calendar month or other applicable installment period in which the Closing occurs and the Seller and the Buyer to apportion as of the Closing Date all monthly or other periodic installments of such amounts paid by tenants with respect to the calendar month or other applicable installment period in which the Closing occurs). At the time(s) of final calculation and collection from (or refund to) tenants under the Leases each tenant of the amounts in reconciliation of actual Overage Rent for a period for which estimated amounts paid by such tenant have been prorated, there shall be a re-proration between Contributor the Seller and Contributeethe Buyer. If, with respect to any tenant, the recalculated Overage Rent exceeds the estimated amount paid by such tenant, upon collection from the tenant, (i) the entire excess shall be paid by the Buyer to the Seller, if the accounting period for whichsuch recalculation was made expired prior to the Closing and (ii) such excess shall be apportioned between the Seller and the Buyer as of the Closing Date (on the basis described in the first sentence of subsection 11.2 above), if the Closing occurred during the accounting period for which such recalculation was made, with the net credit resulting from such re- proration being payable Buyer paying to the appropriate party (i.e.Seller the portion of such excess which the Seller is so entitled to receive. If, with respect to Contributor if any tenant, the recalculated amounts exceed the estimated amounts and to Contributee if the recalculated amounts are Overage Rent is less than the estimated amountsamount paid by such tenant, (1) the entire shortfall shall be paid by the Seller to the Buyer (or, at the Seller's option, directly to the tenant in question), if the accounting period for which such recalculation was made expired prior to the Closing and (2) such shortfall shall be apportioned between the Seller and the Buyer as of the Closing Date (on the basis described in the first sentence of subsection 11.2(c) above), if the Closing occurred during the accounting period for which such recalculation was made, with the Seller paying to the Buyer (or, at the Seller's option, directly to the tenant in question) the portion of such shortfall so allocable to the Seller. (f) Until such time as all amounts required to be paid to the Seller by the Buyer pursuant to Section 11.1 and this Section 11.2 shall have been paid in full, the Buyer shall furnish to the Seller from time to time upon request of Seller a reasonably detailed accounting of such amounts payable by the Buyer. The Seller shall have the right from time to time following the Closing, on prior notice to the Buyer, during ordinary business hours on Business Days, to review the Buyer's rental records with respect to the Property to ascertain the accuracy of such accountings. (g) With respect to any payments of additional rent based upon a percentage of the tenant's business during a specified annual or other period (sometimes referred to as "PERCENTAGE RENT") being made under Space Leases for either Property, Sellers and Buyer hereby agree to adjust and prorate such percentage rent as of 11:59 P.M. on the day immediately preceding each Closing Date, based upon estimates of such percentage rent for the year. Sellers and Buyers agree to adjust such determination at the end of the year based upon actual percentage rent collected for the year in which the Closing Date occurs.

Overage Rents. (i) With respect Overage rents to any Lease be prorated under this Subparagraph 6.C. shall include, but not be limited to, operating expenses and other similar rental payments in excess of all fixed, minimum and base rents under the Tenant Leases, whether finally determined before or any portion after the expiration of the Contributor Properties that provides for so-called common area maintenance or "cam" charges, or provides for so-called "escalation rent", "operating cost pass-throughs" or "expense reimbursements" based upon increases fiscal years under various Tenant Leases. Overage rents shall be separately prorated under each Tenant Lease on the basis of the fiscal year set forth in real estate taxes or operating expenses or labor costs or cost of living or xxxxxx'x wages or otherwise, or provides each Tenant Lease for the tenant to make additional rent payment of overage rents. Any interim payments based upon real estate taxes or operating expenses (such cam charges, additional rent, escalation rent, operating cost pass-throughs and expense reimbursements being collectively called "Overage Rent"), such Overage Rent shall be adjusted and prorated on an if, as and when collected basis as provided in this Section 4(b). For purposes of this subsection (b), any Overage Rents with respect to the Nomura Properties which have been deposited into the Deposit Account (as such term is defined in the Nomura Loan Documents) prior to the Closing Date shall be deemed to have been received by or on behalf of Contributor, and any such Fixed Rents which have been deposited into the Deposit Account from and after the Closing shall be deemed to have been received by or on behalf of Contributee. (ii) If the Closing Date shall occur prior to the time when any such Overage Rent is payable, then such Overage Rent either party for the applicable accounting period month in which the Closing Date occurs shall be apportioned subsequent to prorated as between Seller and Purchaser based upon the Closing promptly after the collection thereof. Contributee shall pay to Contributor the proportion number of such Overage Rent days in that the portion of such accounting period prior to the Closing Date bears to the entire accounting period, less a like portion of all reasonable costs and expenses (including reasonable attorneys fees and disbursements) incurred by Contributee in collecting such Overage Rent, provided that the tenant paying such Overage Rent has made all payments of Fixed Rents and Overage Rents then due to Contributee pursuant to the terms of such tenant's Lease. (iii) With respect to any Overage Rent relating to an accounting period that shall have expired prior to month occurring before the Closing Date, but which Overage Rent and the party receiving the interim payment shall become payable remit to (if received on or after the Closing Date, Contributee shall pay the entire amount over to Contributor upon Contributee's receipt thereof, less the reasonable costs and expenses ) or credit (including reasonable attorneys' fees and disbursements) incurred by Contributee in collecting such Overage Rent, provided that the tenant paying such Overage Rent has made all payments of Fixed Rents and Overage Rents then due to Contributee pursuant to the terms of such tenant's Lease. (iv) If, prior to if received before the Closing Date) the other party its proportionate share. Upon final determination of overage rents owed by a tenant under its Tenant Lease relating to any fiscal year in which Seller owned the Property for all or a portion of such fiscal year, Contributor Seller and Purchaser shall have collected any sums adjust between themselves amounts owed for such fiscal year on account of Overage Rent for a year or other periodoverage rents, or any portion and Seller's allocable share of such periodoverage rents shall be equal to an amount determined by multiplying the total amount of overage rents owed by tenants by a fraction the numerator of which is the number of calendar days in such fiscal year in which Seller owned the Property, beginning prior but ending subsequent and the denominator of which is the total number of calendar days in such fiscal year. Purchaser shall furnish Seller with financial statements indicating the sales and overage (percentage) rent figures for each tenant for all relevant periods. Within five (5) days after collection thereof, Purchaser shall remit to Seller its allocable share. Any overage rents with respect to Tenant Leases terminated before the Closing DateDate shall belong entirely to Seller, then such sum and Purchaser shall be apportioned as of the day preceding remit to Seller all payments made to Purchaser after the Closing Date. To the extent that any portion of the Overage Rent is required by any Lease(s) to be paid monthly Date on account of estimated amounts for the current period, and at the end of each calendar year (or, if applicable, at the end of the applicable lease year), such estimated amounts are overage rents. Any overage rents with respect to be recalculated based upon the actual expenses and other relevant factors for that calendar (Tenant Leases commencing on or lease) year, with the appropriate adjustments being made with the tenant(s), then such portion of the Overage Rent shall be prorated between Contributor and Contributee at the Closing based on the estimated payments received to after the Closing Date for the calendar or lease year in which the Closing Date occurs. At the time(s) of final calculation and collection from (or refund to) tenants under the Leases of the amounts in reconciliation of actual Overage Rent for a period for which estimated amounts have been prorated, there shall be a re-proration between Contributor and Contributee, with the net credit resulting from such re- proration being payable belong entirely to the appropriate party (i.e., to Contributor if the recalculated amounts exceed the estimated amounts and to Contributee if the recalculated amounts are less than the estimated amounts)Purchaser.

Overage Rents. (ia) With respect to any Space Lease of all or any portion of the Contributor Properties that provides for (i) the payment of additional rent based upon a percentage of the tenant's business during a specified annual or other period (sometimes referred to as "percentage rent"), (ii) so-called common area maintenance or "camCAM" charges, charges or provides for (iii) so-called "escalation rent", "operating cost pass-throughs" or "expense reimbursements" additional rent based upon increases in real estate taxes or operating expenses or labor costs or cost of living or xxxxxx'x porter's wages or otherwiseotherwisx (xxxx percentage rent, or provides for the tenant to make CAM charges, escalation rent and additional rent payments based upon real estate taxes or operating expenses (such cam charges, additional rent, escalation rent, operating cost pass-throughs and expense reimbursements being collectively called "Overage Rent"), such Overage Rent shall be adjusted and prorated on an if, as and when collected basis as provided in this Section 4(b). For purposes of this subsection basis. (b), ) As to any Overage Rents with Rent in respect to the Nomura Properties which of an accounting period that shall have been deposited into the Deposit Account (as such term is defined in the Nomura Loan Documents) expired prior to the Closing Date but which shall be deemed to have been received by or on behalf of Contributor, and any such Fixed Rents which have been deposited into the Deposit Account from and paid after the Closing shall be deemed to have been received by or on behalf of Contributee. (ii) If Closing, the Closing Date shall occur prior Buyer agrees that it will pay the entire amount over to the time when Seller upon receipt thereof, less any such costs of collection (including reasonable counsel fees) reasonably allocable thereto. The Buyer agrees that it shall (i) promptly render bills for any Overage Rent is payable, then such Overage Rent for the applicable in respect of an accounting period in which the Closing Date occurs that shall be apportioned subsequent to the Closing promptly after the collection thereof. Contributee shall pay to Contributor the proportion of such Overage Rent that the portion of such accounting period have expired prior to the Closing Date bears to but which shall be paid after the entire accounting periodClosing, less a like portion of all reasonable costs and expenses (including reasonable attorneys fees and disbursementsii) incurred by Contributee in collecting bill tenants such Overage Rent, provided that the tenant paying such Overage Rent has made all payments of Fixed Rents and Overage Rents then due to Contributee pursuant to the terms of such tenant's Lease. (iii) With respect to any Overage Rent relating Xxxx attributable to an accounting period that shall have expired prior to the Closing Date, but which on a monthly basis for a period of six consecutive months thereafter and (iii) use good faith best efforts to collect Overage Rent. The Seller shall furnish to the Buyer all information relating to the period prior to the Closing that is reasonably necessary for the billing of such Overage Rent and the Buyer will deliver to the Seller, concurrently with the delivery to tenants, copies of all statements relating to Overage Rent for a period prior to the Closing. The Buyer shall become payable bill tenants for Overage Rxxxx for accounting periods prior to the Closing in accordance with and on the basis of such information furnished by the Seller. (c) If, prior to the Closing, the Seller shall have received any installments of Overage Rent attributable to Overage Rent for periods from and after the Closing Date, Contributee such sum shall pay be apportioned at the entire amount over Closing. If, after the Closing, the Buyer shall receive any installments of Overage Rent attributable to Contributor upon Contributee's receipt thereofOverage Rent for periods prior to the Closing, such sum (less the reasonable any costs and expenses (including reasonable attorneys' fees and disbursementscounsel fees) incurred by Contributee the Buyer in collecting the collection of such Overage Rent, provided that ) shall be paid by the tenant paying such Overage Rent has made all payments of Fixed Rents and Overage Rents then due to Contributee pursuant Buyer to the terms of such tenant's LeaseSeller promptly after the Buyer receives payment thereof. (ivd) If, prior to the Closing Date, Contributor shall have collected any sums Any payment by a tenant on account of Overage Rent (to the extent not applied against Fixed Rents due and payable by such tenant in accordance with subsection 10.1(b) above) shall be applied to Overage Rents then due and payable in the following order of priority, (i) first, in payment of Overage Rent for a year or other periodthe accounting period in which the Closing Date occurs, or any portion (ii) second, in payment of such period, beginning prior but ending subsequent to Overage Rent for accounting periods following the Closing Date, in the chronological order in which such payments are due for such accounting period pursuant to the applicable Space Lease, but not beyond the then such sum shall be apportioned as current accounting period and (iii) third, in payment of Overage Rent for the day accounting period preceding the accounting period in which the Closing Date. Date occurs, in the chronological order in which such payments are due for such accounting period pursuant to the applicable Space Lease. (e) To the extent that any portion of the Overage Rent is required by any Lease(s) to be paid monthly by tenants on account of estimated amounts for the current period, and at the end of each any calendar year (or, if applicable, any lease year or tax year or any other applicable accounting period), and at the end of the applicable such calendar year (or lease year, tax year or other applicable accounting period, as the case may be), such estimated amounts are to be recalculated based upon the actual expenses expenses, taxes and other relevant factors for that calendar (lease or leasetax) yearyear or other applicable accounting period, with the appropriate adjustments being made with the tenant(s)such tenants, then such portion of the Overage Rent shall be prorated between Contributor the Seller and Contributee the Buyer at the Closing based on the such estimated payments received actually paid by tenants (i.e., with the Seller entitled to retain all monthly or other periodic installments of such amounts paid by tenants with respect to periods prior to the Closing Date for the calendar month or lease year other applicable installment period in which the Closing occurs, the Seller to pay to the Buyer at the Closing all monthly or other periodic installments of such amounts theretofore received by the Seller with respect to periods following the calendar month or other applicable installment period in which the Closing occurs and the Seller and the Buyer to apportion as of the Closing Date all monthly or other periodic installments of such amounts paid by tenants with respect to the calendar month or other applicable installment period in which the Closing occurs). At the time(s) of final calculation and collection from (or refund to) tenants under the Leases each tenant of the amounts in reconciliation of actual Overage Rent for a period for which estimated amounts paid by such tenant have been prorated, there shall be a re-proration between Contributor the Seller and Contributeethe Buyer. If, with respect to any tenant, the recalculated Overage Rent exceeds the estimated amount paid by such tenant, upon collection from the tenant, (i) the entire excess shall be paid by the Buyer to the Seller, if the accounting period for which such recalculation was made expired prior to the Closing and (ii) such excess shall be apportioned between the Seller and the Buyer as of the Closing Date (on the basis described in the first sentence of subsection 10.2 above), if the Closing occurred during the accounting period for which such recalculation was made, with the net credit resulting from such re- proration being payable Buyer paying to the appropriate party (i.e.Seller the portion of such excess which the Seller is so entitled to receive. If, with respect to Contributor if any tenant, the recalculated amounts exceed the estimated amounts and to Contributee if the recalculated amounts are Overage Rent is less than the estimated amountsamount paid by such tenant, (1) the entire shortfall shall be paid by the Seller to the Buyer (or, at the Seller's option, directly to the tenant in question), if the accounting period for which such recalculation was made expired prior to the Closing and (2) such shortfall shall be apportioned between the Seller and the Buyer as of the Closing Date (on the basis described in the first sentence of subsection 10.2(c) above), if the Closing occurred during the accounting period for which such recalculation was made, with the Seller paying to the Buyer (or, at the Seller's option, directly to the tenant in question) the portion of such shortfall so allocable to the Seller. (f) Until such time as all amounts required to be paid to the Seller by the Buyer pursuant to Section 10.1 and this Section 10.2 shall have been paid in full, the Buyer shall furnish to the Seller not less frequently than monthly a reasonably detailed accounting of such amounts payable by the Buyer, which accounting shall be delivered to the Seller on or prior to the 15th day following the last day of each calendar month from and after the calendar month in which the Closing occurs. The Seller shall have the right from time to time following the Closing, on prior notice to the Buyer, during ordinary business hours on Business Days, to review the Buyer's rental records with respect to the Property to ascertain the accuracy of such accountings.

Overage Rents. (i) With respect to any Lease of all or any portion Overage Rents shall be separately prorated as of the Contributor Properties that provides for so-called common area maintenance or "cam" charges, or provides for so-called "escalation rent", "operating cost pass-throughs" or "expense reimbursements" based upon increases Adjustment Time in real estate taxes or operating expenses or labor costs or cost of living or xxxxxx'x wages or otherwise, or provides for the tenant to make additional rent payments based upon real estate taxes or operating expenses (such cam charges, additional rent, escalation rent, operating cost pass-throughs and expense reimbursements being collectively called "Overage Rent"), such Overage Rent shall be adjusted and prorated on an if, as and when collected basis as manner provided in this Section 4(b)6.4.3. For purposes of this subsection (b), any Such proration shall be made on a Tenant Lease-by-Tenant Lease basis and shall be based upon the total annual Overage Rents with respect due under each Tenant Lease for the calendar year or the appropriate fiscal year as applicable under such Tenant Lease. The actual fiscal year for Overage Rents under each Tenant Lease during which the Closing occurs is hereinafter referred to as the "Applicable Overage Rent Year." Non-delinquent Overage Rent collections for the month in which Closing occurs shall be prorated in the same manner as other Rents. Subject to the Nomura Properties which have been deposited into the Deposit Account (as such term is defined in the Nomura Loan Documents) prior preceding sentence, to the Closing Date extent a Tenant makes advance monthly installments or other interim payments on account of projected (a) Contributors shall be deemed to have been received by or on behalf of Contributor, and any such Fixed Rents which have been deposited into the Deposit Account from and after the Closing shall be deemed to have been received by or on behalf of Contributee. (ii) If the Closing Date shall occur prior entitled to the time when any such portion of the total annual Overage Rents due from each Tenant for the Applicable Overage Rent Year equal to the product obtained by multiplying such total annual Overage Rents by a fraction, the numerator of which fraction is payable, then such the total amount of Operating Expenses incurred by Property Owner and the Company which are to be reimbursed by Tenants through Overage Rent for the applicable accounting period in which portion of the Closing Date occurs shall be apportioned subsequent to the Closing promptly after the collection thereof. Contributee shall pay to Contributor the proportion of such Applicable Overage Rent that Year preceding the portion Adjustment Time and the denominator of such accounting period prior to which fraction is the Closing Date bears to the entire accounting period, less a like portion total amount of all reasonable costs and expenses (including reasonable attorneys fees and disbursements) Operating Expenses incurred by Contributee in collecting such Overage Rent, provided that Property Owner and the tenant paying such Overage Rent has made all payments of Fixed Rents and Overage Rents then due Company which are to Contributee pursuant to the terms of such tenant's Lease. (iii) With respect to any Overage Rent relating to an accounting period that shall have expired prior to the Closing Date, but which Overage Rent shall become payable after the Closing Date, Contributee shall pay the entire amount over to Contributor upon Contributee's receipt thereof, less the reasonable costs and expenses (including reasonable attorneys' fees and disbursements) incurred be reimbursed by Contributee in collecting such Overage Rent, provided that the tenant paying such Overage Rent has made all payments of Fixed Rents and Overage Rents then due to Contributee pursuant to the terms of such tenant's Lease. (iv) If, prior to the Closing Date, Contributor shall have collected any sums on account of Tenants through Overage Rent for a year or other period, or any portion of such period, beginning prior but ending subsequent to the Closing Date, then such sum shall be apportioned as of the day preceding the Closing Date. To the extent that any portion of the Applicable Overage Rent is required by any Lease(s) to be paid monthly on account of estimated amounts for the current period, Year; and at the end of each calendar year (or, if applicable, at the end of the applicable lease year), such estimated amounts are to be recalculated based upon the actual expenses and other relevant factors for that calendar (or lease) year, with the appropriate adjustments being made with the tenant(s), then such portion of the Overage Rent shall be prorated between Contributor and Contributee at the Closing based on the estimated payments received to the Closing Date for the calendar or lease year in which the Closing Date occurs. At the time(s) of final calculation and collection from (or refund to) tenants under the Leases of the amounts in reconciliation of actual Overage Rent for a period for which estimated amounts have been prorated, there shall be a re-proration between Contributor and Contributee, with the net credit resulting from such re- proration being payable to the appropriate party (i.e., to Contributor if the recalculated amounts exceed the estimated amounts and to Contributee if the recalculated amounts are less than the estimated amounts).

Overage Rents. (ia) With respect to any Lease of all or any portion of the Contributor Properties that provides for the payment of (i) so-called common area maintenance or "“cam" charges, ” charges or provides for (ii) so-called "“escalation rent", "operating cost pass-throughs" ” or "expense reimbursements" additional rent based upon increases in real estate taxes or operating expenses or labor costs or cost of living or xxxxxx'x xxxxxx’x wages or otherwise, or provides for the tenant to make additional rent payments based upon real estate taxes or operating expenses otherwise (such cam charges, escalation rent and additional rent, escalation rent, operating cost pass-throughs and expense reimbursements rent being collectively called "“Overage Rent"Rents”), such Overage Rent Rents shall be adjusted and prorated on an if, as and when collected basis as provided in this Section 4(b). For purposes of this subsection basis. (b), ) As to any Overage Rents with in respect to the Nomura Properties which of an accounting period that shall have been deposited into the Deposit Account (as such term is defined in the Nomura Loan Documents) expired prior to the Closing Date but which shall be deemed to have been received by or on behalf of Contributor, and any such Fixed Rents which have been deposited into the Deposit Account from and paid after the Closing Closing, Purchaser agrees that it will pay the entire amount over to Seller upon receipt thereof, after payment of all Overage Rents in respect of all current accounting periods. Purchaser agrees that it shall be deemed to have been received by or on behalf (i) promptly render bills for any Overage Rents in respect of Contributee. (ii) If the Closing Date shall occur prior to the time when any such Overage Rent is payable, then such Overage Rent for the applicable an accounting period in which the Closing Date occurs that shall be apportioned subsequent to the Closing promptly after the collection thereof. Contributee shall pay to Contributor the proportion of such Overage Rent that the portion of such accounting period have expired prior to the Closing Date bears to but which shall be paid after the entire accounting periodClosing, less a like portion of all reasonable costs and expenses (including reasonable attorneys fees and disbursementsii) incurred by Contributee in collecting xxxx tenants such Overage Rent, provided that the tenant paying such Overage Rent has made all payments of Fixed Rents and Overage Rents then due to Contributee pursuant to the terms of such tenant's Lease. (iii) With respect to any Overage Rent relating attributable to an accounting period that shall have expired prior to the Closing Dateon a monthly basis during the Purchaser Collection Period and (iii) use commercially reasonable efforts to collect Overage Rents; provided, however, that Purchaser shall have no obligation to commence any actions or proceedings to collect any such Overage Rents. Notwithstanding the foregoing, if Purchaser shall be unable to collect such Overage Rents during the Purchaser Collection Period, Seller shall have the right, upon prior written notice to Purchaser, to pursue tenants to collect such delinquencies (including, without limitation, the prosecution of one or more lawsuits), but which Overage Rent Seller shall become payable after not be entitled to evict (by summary proceedings or otherwise) any such tenants but shall cooperate with Purchaser in the Closing Date, Contributee event Purchaser shall pay the entire amount over elect to Contributor upon Contributee's receipt thereof, less the reasonable costs and expenses (including reasonable attorneys' fees and disbursements) incurred by Contributee evict any tenant based on arrearages in collecting such Overage Rent, provided that the tenant paying such Overage Rent has made rent prior to Closing. Seller shall furnish to Purchaser all payments of Fixed Rents and Overage Rents then due to Contributee pursuant information relating to the terms of such tenant's Lease. (iv) If, period prior to the Closing Date, Contributor shall have collected any sums on account that is reasonably necessary for the billing of Overage Rent Rents; and Purchaser will deliver to Seller, concurrently with the delivery to tenants, copies of all statements relating to Overage Rents for a year or other period, or any portion of such period, beginning period prior but ending subsequent to the Closing. Purchaser shall xxxx tenants for Overage Rents for accounting periods prior to the Closing Date, then in accordance with and on the basis of such sum information furnished by Seller. (c) Overage Rents in respect of the accounting period in which the Closing Date occurs shall be apportioned as of the day preceding Closing Date. If, prior to the Closing, Seller shall receive any installments of Overage Rents attributable to Overage Rents for periods from and after the Closing, such sum shall be apportioned at the Closing. If, after the Closing, Purchaser shall receive any installments of Overage Rents attributable to Overage Rents for periods prior to the Closing, such sum shall be paid by Purchaser to Seller promptly after Purchaser receives payment thereof. (d) Any payment by a tenant on account of Overage Rents (to the extent not applied against Fixed Rents due and payable by such tenant in accordance with Section 8.1(c) above) shall be applied to Overage Rents then due and payable in the following order of priority: (i) first, in payment of Overage Rents for the accounting period in which the Closing Date occurs, pro rated as of the Closing Date. , (ii) second, in payment of all current accounting periods and (iii) third, in payment of accounting periods preceding the accounting period in which the Closing Date occurs. (e) To the extent that any portion of the Overage Rent Rents is required by any Lease(s) to be paid monthly by tenants on account of estimated amounts for the current period, and at the end of each any calendar year (or, if applicable, any lease year or tax year or any other applicable accounting period), and at the end of the applicable such calendar year (or lease year, tax year or other applicable accounting period, as the case may be), such estimated amounts are to be recalculated based upon the actual expenses expenses, taxes and other relevant factors for that calendar (lease or leasetax) yearyear or other applicable accounting period, with the appropriate adjustments being made with the tenant(s)such tenants, then such portion of the Overage Rent Rents shall be prorated between Contributor Seller and Contributee Purchaser at the Closing based on the such estimated payments received actually paid by tenants (i.e., with Seller entitled to retain all monthly or other periodic installments of such amounts paid by tenants with respect to periods prior to the Closing Date for the calendar month or lease year other applicable installment period in which the Closing occurs, Seller to pay to Purchaser at the Closing all monthly or other periodic installments of such amounts theretofore received by Seller with respect to periods following the calendar month or other applicable installment period in which the Closing occurs and Seller and Purchaser to apportion as of the Closing Date all monthly or other periodic installments of such amounts paid by tenants with respect to the calendar month or other applicable installment period in which the Closing occurs). At Upon the time(s) of final calculation and collection from (or refund to) all tenants under the Leases of the amounts in reconciliation of actual Overage Rent Rents for a period for which estimated amounts paid by such tenants have been prorated, there shall be a re-proration between Contributor Seller and ContributeePurchaser. If, with the net credit resulting from such re- proration being payable respect to the appropriate party (i.e.any tenant, to Contributor if the recalculated amounts Overage Rents exceed the estimated amounts and amount paid by such tenant, upon collection from the tenant, (i) the entire excess shall be paid by Purchaser to Contributee Seller, if the accounting period for which such recalculation was made expired prior to the Closing and (ii) such excess shall be apportioned between Seller and Purchaser as of the Closing Date, if the Closing occurred during the accounting period for which such recalculation was made, with Purchaser paying to Seller the portion of such excess which Seller is so entitled to receive. If, with respect to any tenant, the recalculated amounts Overage Rents are less than the estimated amounts)amount paid by such tenant, (i) the entire shortfall shall be paid by Seller to Purchaser or directly to the tenant in question, if the accounting period for which such recalculation was made expired prior to the Closing and (ii) such shortfall shall be apportioned between Seller and Purchaser as of the Closing Date, if the Closing occurred during the accounting period for which such recalculation was made, with Seller paying to Purchaser or directly to the tenant in question the portion of such shortfall so allocable to Seller. If Seller elects to pay any shortfall directly to Purchaser rather than to the tenant in question, Purchaser shall indemnify, defend and hold Seller harmless from and against any claim, loss or expense (including, without limitation, reasonable attorneys’ fees) arising by reason of any failure of Purchaser to remit such amount to the tenant in question. The provisions of the preceding sentence shall survive Closing. (f) During the Purchaser Collection Period, Purchaser shall furnish to Seller not less frequently than monthly a reasonably detailed accounting of such amounts payable by Purchaser, which accounting shall be delivered to Seller on or prior to the 15th day following the last day of each calendar month from and after the month in which the Closing occurs. Seller shall have the right from time to time following the Closing, on Business Days and upon reasonable prior notice to Seller, to review Purchaser’s rental records with respect to the Premises to ascertain the accuracy of such accountings.

Overage Rents. (ia) With respect to any Lease of all or any portion of the Contributor Properties that provides for (i) the payment of additional rent based upon a percentage of the tenant's business during a specified annual or other period (sometimes referred to as "percentage rent"), (ii) so-called common area maintenance or "cam" charges, charges or provides for (iii) so-called "escalation rent", "operating cost pass-throughs" or "expense reimbursements" additional rent based upon increases in real estate taxes or operating expenses or labor costs or cost of living or xxxxxx'x wages or otherwise, or provides for the tenant to make additional rent payments based upon real estate taxes or operating expenses otherwise (such percentage rent, cam charges, escalation rent and additional rent, escalation rent, operating cost pass-throughs and expense reimbursements rent being collectively called "Overage RentOVERAGE RENTS"), such Overage Rent Rents shall be adjusted and prorated on an if, as and when collected basis as provided in this Section 4(b). For purposes of this subsection (b), any Overage Rents with respect to the Nomura Properties which have been deposited into the Deposit Account (as such term is defined in the Nomura Loan Documents) prior to the Closing Date shall be deemed to have been received by or on behalf of Contributor, and any such Fixed Rents which have been deposited into the Deposit Account from and after the Closing shall be deemed to have been received by or on behalf of Contributeebasis. (iib) If Overage Rents in respect of the Closing Date shall occur prior to the time when any such Overage Rent is payable, then such Overage Rent for the applicable accounting period in which the Closing Date occurs shall be apportioned subsequent to between Seller and Purchaser as of 11:59 P.M. of the day preceding the Closing promptly after the collection thereof. Contributee shall pay to Contributor Date, with Seller receiving the proportion of such Overage Rent Rents (less a like portion of any costs and expenses (including reasonable counsel fees) incurred in the collection of such Overage Rents) that the portion of such accounting period prior to the Closing Date bears to the entire such accounting period, and Purchaser receiving the proportion of such Overage Rents (less a like portion of all reasonable any costs and expenses (including reasonable attorneys fees and disbursementscounsel fees) incurred by Contributee in collecting the collection of such Overage Rent, provided Rents) that the tenant paying portion of such Overage Rent has made all payments of Fixed Rents accounting period from and Overage Rents then due to Contributee pursuant after the Closing Date bears to the terms of entire such tenant's Lease. (iii) With respect to any Overage Rent relating to an accounting period that shall have expired period. If, prior to the Closing DateClosing, but which Seller shall receive any installments of Overage Rent shall become payable Rents attributable to Overage Rents for periods from and after the Closing DateClosing, Contributee such sum shall pay be apportioned at the entire amount over Closing. If, after the Closing, Purchaser shall receive any installments of Overage Rents attributable to Contributor upon Contributee's receipt thereofOverage Rents for periods prior to the Closing, such sum (less the reasonable any costs and expenses (including reasonable attorneys' fees and disbursementscounsel fees) incurred by Contributee Purchaser in collecting the collection of such Overage Rent, provided that Rents) shall be paid by Purchaser to Seller promptly after Purchaser receives payment thereof. (c) Any payment by a tenant on account of Overage Rents (to the tenant paying such Overage Rent has made all payments of extent not applied against Fixed Rents due and payable by such tenant in accordance with Section 8.1(b) above) shall be applied to Overage Rents then due to Contributee pursuant to and payable in the terms following order of such tenant's Leasepriority: (i) first, in payment of Overage Rents for the accounting period preceding the accounting period in which the Closing Date occurs; and (ii) second, in payment of Overage Rents for the accounting period in which the Closing Date occurs. (ivd) If, prior to the Closing Date, Contributor shall have collected any sums on account of Overage Rent for a year or other period, or any portion of such period, beginning prior but ending subsequent to the Closing Date, then such sum shall be apportioned as of the day preceding the Closing Date. To the extent that any portion of the Overage Rent Rents is required by any Lease(s) to be paid monthly by tenants on account of estimated amounts for the current period, and at the end of each any calendar year (or, if applicable, any lease year or tax year or any other applicable accounting period), and at the end of the applicable such calendar year (or lease year, tax year or other applicable accounting period, as the case may be), such estimated amounts are to be recalculated based upon the actual expenses expenses, taxes and other relevant factors for that calendar (lease or leasetax) yearyear or other applicable accounting period, with the appropriate adjustments being made with the tenant(s)such tenants, then such portion of the Overage Rent Rents shall be prorated between Contributor Seller and Contributee Purchaser at the Closing based on the such estimated payments received actually paid by tenants (i.e., with Seller entitled to retain all monthly or other periodic installments of such amounts paid by tenants with respect to periods prior to the Closing Date for the calendar month or lease year other applicable installment period in which the Closing occurs, Seller to pay to Purchaser at the Closing all monthly or other periodic installments of such amounts theretofore received by Seller with respect to periods following the calendar month or other applicable installment period in which the Closing occurs and Seller and Purchaser to apportion as of the Closing Date all monthly or other periodic installments of such amounts paid by tenants with respect to the calendar month or other applicable installment period in which the Closing occurs). At the time(s) of final calculation and collection from (or refund to) tenants under the Leases each tenant of the amounts in reconciliation of actual Overage Rent Rents for a period for which estimated amounts paid by such tenant have been prorated, there shall be a re-proration between Contributor Seller and ContributeePurchaser. If, with respect to any tenant, the net credit resulting recalculated Overage Rents exceeds the estimated amount paid by such tenant, upon collection from the tenant, (i) the entire excess shall be paid by Purchaser to Seller, if the accounting period for which such re- proration being payable recalculation was made expired prior to the appropriate party Closing and (i.e.ii) such excess shall be apportioned between Seller and Purchaser as of the Closing Date (on the basis described in the first sentence of Section 8.2(c) above), to Contributor if the recalculated amounts exceed Closing occurred during the estimated amounts and accounting period for which such recalculation was made, with Purchaser paying to Contributee if Seller the portion of such excess which Seller is so entitled to receive. If, with respect to any tenant, the recalculated amounts Overage Rents are less than the estimated amount paid by such tenant, (1) the entire shortfall shall be paid by Seller to Purchaser (or, at Seller's option, directly to the tenant in question), if the accounting period for which such recalculation was made expired prior to the Closing and (2) such shortfall shall be apportioned between Seller and Purchaser as of the Closing Date (on the basis described in the first sentence of Section 8.2(c) above), if the Closing occurred during the accounting period for which such recalculation was made, with Seller paying to Purchaser (or, at Seller's option, directly to the tenant in question) the portion of such shortfall so allocable to Seller. (e) Purchaser shall have no obligation to collect past due Fixed Rents or Overage Rents, provided that promptly following Purchaser's receipt of any such amounts), Purchaser shall pay the same to Seller. Seller reserves the right to xxxx tenants who owe Fixed Rents and Overage Rents for periods prior to the Closing (including any Overage Rents payable with respect to periods prior to Closing but which are not due and payable until after the Closing Date) and take such actions as Seller deems appropriate to collect such amounts, including, without limitation, the prosecution of one or more lawsuits, but Seller shall not be entitled to evict (by summary proceedings or otherwise) any such tenants.

Overage Rents. (ia) With respect to any Lease of all or any portion of the Contributor Properties that provides for the payment of (i) additional rents which are calculated as a percentage of the tenant's sales or gross sales (net of certain agreed-upon deductions), (ii) so-called common area maintenance or "cam" charges, or provides for (ii) so-called "escalation rent", "operating cost pass-throughs" or "expense reimbursements" additional rent based upon increases in real estate taxes or operating expenses or labor costs or cost of living or xxxxxx'x wages or otherwise, or provides for the tenant to make additional rent payments based upon real estate taxes or operating expenses otherwise (such percentage rent, cam charges, escalation rent and additional rent, escalation rent, operating cost pass-throughs and expense reimbursements rent being collectively called "Overage RentOVERAGE RENTS"), such Overage Rent Rents shall be adjusted and prorated on an if, as and when collected basis as provided in this Section 4(b). For purposes of this subsection basis. (b), ) As to any Overage Rents with in respect to the Nomura Properties which of an accounting period that shall have been deposited into the Deposit Account (as such term is defined in the Nomura Loan Documents) expired prior to the Closing Date but which shall be deemed to have been received by or on behalf of Contributor, and any such Fixed Rents which have been deposited into the Deposit Account from and paid after the Closing Closing, Purchaser agrees that it will pay the entire amount over to Seller upon receipt thereof. Purchaser agrees that it shall be deemed to have been received by or on behalf (i) promptly render bills for any Overage Rents in respect of Contributee. (ii) If the Closing Date shall occur prior to the time when any such Overage Rent is payable, then such Overage Rent for the applicable an accounting period in which the Closing Date occurs that shall be apportioned subsequent to the Closing promptly after the collection thereof. Contributee shall pay to Contributor the proportion of such Overage Rent that the portion of such accounting period have expired prior to the Closing Date bears to but which shall be paid after the entire accounting periodClosing, less a like portion of all reasonable costs and expenses (including reasonable attorneys fees and disbursementsii) incurred by Contributee in collecting xxxx tenants such Overage Rent, provided that the tenant paying such Overage Rent has made all payments of Fixed Rents and Overage Rents then due to Contributee pursuant to the terms of such tenant's Lease. (iii) With respect to any Overage Rent relating attributable to an accounting period that shall have expired prior to the Closing Dateon a monthly basis during the Purchaser Collection Period and (iii) use commercially reasonable efforts to collect Overage Rents; provided, however, that Purchaser shall have no obligation to commence any actions or proceedings to collect any such Overage Rents. Notwithstanding the foregoing, if Purchaser shall be unable to collect such Overage Rents during the Purchaser Collection Period, Seller shall have the right, upon prior written notice to Purchaser, to pursue tenants to collect such delinquencies (including, without limitation, the prosecution of one or more lawsuits), but which Overage Rent Seller shall become payable after the Closing Date, Contributee not be entitled to evict (by summary proceedings or otherwise) any such tenants. Seller shall pay the entire amount over furnish to Contributor upon Contributee's receipt thereof, less the reasonable costs and expenses (including reasonable attorneys' fees and disbursements) incurred by Contributee in collecting such Overage Rent, provided that the tenant paying such Overage Rent has made Purchaser all payments of Fixed Rents and Overage Rents then due to Contributee pursuant information relating to the terms of such tenant's Lease. (iv) If, period prior to the Closing Date, Contributor shall have collected any sums on account that is reasonably necessary for the billing of Overage Rent Rents; and Purchaser will deliver to Seller, concurrently with the delivery to tenants, copies of all statements relating to Overage Rents for a year or other period, or any portion of such period, beginning period prior but ending subsequent to the Closing. Purchaser shall xxxx tenants for Overage Rents for accounting periods prior to the Closing Date, then in accordance with and on the basis of such sum information furnished by Seller. (c) Overage Rents in respect of the accounting period in which the Closing Date occurs shall be apportioned as of the day preceding the Closing Date. If, prior to the Closing, Seller shall receive any installments of Overage Rents attributable to Overage Rents for periods from and after the Closing, such sum shall be apportioned at the Closing. If, after the Closing, Purchaser shall receive any installments of Overage Rents attributable to Overage Rents for periods prior to the Closing, such sum shall be paid by Purchaser to Seller promptly after Purchaser receives payment thereof. (d) Any payment by a tenant on account of Overage Rents (to the extent not applied against Fixed Rents due and payable by such tenant in accordance with Section 8.1(b) above) shall be applied to Overage Rents then due and payable in the following order of priority: (i) first, in payment of Overage Rents for the accounting period in which the Closing Date occurs and (ii) second, in payment of Overage Rents for the accounting period preceding the accounting period in which the Closing Date occurs. (e) To the extent that any portion of the Overage Rent Rents is required by any Lease(s) to be paid monthly by tenants on account of estimated amounts for the current period, and at the end of each any calendar year (or, if applicable, any lease year or tax year or any other applicable accounting period), and at the end of the applicable such calendar year (or lease year, tax year or other applicable accounting period, as the case may be), such estimated amounts are to be recalculated based upon the actual expenses expenses, taxes and other relevant factors for that calendar (lease or leasetax) yearyear or other applicable accounting period, with the appropriate adjustments being made with the tenant(s)such tenants, then such portion of the Overage Rent Rents shall be prorated between Contributor Seller and Contributee Purchaser at the Closing based on the such estimated payments received actually paid by tenants (i.e., with Seller entitled to retain all monthly or other periodic installments of such amounts paid by tenants with respect to periods prior to the Closing Date for the calendar month or lease year other applicable installment period in which the Closing occurs, Seller to pay to Purchaser at the Closing all monthly or other periodic installments of such amounts theretofore received by Seller with respect to periods following the calendar month or other applicable installment period in which the Closing occurs and Seller and Purchaser to apportion as of the Closing Date all monthly or other periodic installments of such amounts paid by tenants with respect to the calendar month or other applicable installment period in which the Closing occurs). At Upon the time(s) of final calculation and collection from (or refund to) all tenants under the Leases of the amounts in reconciliation of actual Overage Rent Rents for a period for which estimated amounts paid by such tenants have been prorated, there shall be a re-proration between Contributor Seller and ContributeePurchaser, such re-proration to be made on the basis of expenses or sales incurred or made during the entire applicable accounting period, and without regard to whether expenses or sales were incurred or made during periods before or after Closing. If, with respect to any tenant, the net credit resulting recalculated Overage Rents exceeds the estimated amount paid by such tenant, upon collection from the tenant, (i) the entire excess shall be paid by Purchaser to Seller, if the accounting period for which such re- proration being payable recalculation was made expired prior to the appropriate party Closing and (i.e.ii) such excess shall be apportioned between Seller and Purchaser as of the Closing Date (on the basis described in the first sentence of Section 8.2(c) above), to Contributor if the recalculated amounts exceed Closing occurred during the estimated amounts and accounting period for which such recalculation was made, with Purchaser paying to Contributee if Seller the portion of such excess which Seller is so entitled to receive. If, with respect to any tenant, the recalculated amounts Overage Rents are less than the estimated amountsamount paid by such tenant, (1) the entire shortfall shall be paid by Seller to Purchaser (or, at Seller's option, directly to the tenant in question), if the accounting period for which such recalculation was made expired prior to the Closing and (2) such shortfall shall be apportioned between Seller and Purchaser as of the Closing Date (on the basis described in the first sentence of Section 8.2(c) above), if the Closing occurred during the accounting period for which such recalculation was made, with Seller paying to Purchaser (or, at Seller's option, directly to the tenant in question) the portion of such shortfall so allocable to Seller. (f) Until such time as all amounts required to be paid to Seller by Purchaser pursuant to Sections 8.1 and this Section 8.2 shall have been paid in full, Purchaser shall furnish to Seller not less frequently than quarterly a reasonably detailed accounting of such amounts payable by Purchaser, which accounting shall be delivered to Seller on or prior to the 15th day following the last day of each calendar quarter from and after the calendar quarter in which the Closing occurs. Seller shall have the right from time to time following the Closing, on Business Days and upon reasonable prior notice to Seller, to review Purchaser's rental records with respect to the Property to ascertain the accuracy of such accountings.

Overage Rents. (iSubject to Section 6.2(j) With respect of this Agreement, Seller shall be entitled to any Lease of all Overage Rents which are due or any portion past due or not yet due but accrued under the terms of the Contributor Properties that provides for so-called common area maintenance Leases, prorated to the Closing Date, regardless of when such payments are actually made. “Overage Rents” to be prorated hereunder shall include, but not be limited to, percentage rents, consumer price index escalation payments and other similar rental payments in excess of fixed, minimum and base rents under the Leases, whether finally determined before or "cam" charges, or provides for so-called "escalation rent", "operating cost pass-throughs" or "expense reimbursements" based upon increases after the expiration of the fiscal years under various Leases. Overage Rents shall be separately prorated under each Lease on the basis of the fiscal year set forth in real estate taxes or operating expenses or labor costs or cost of living or xxxxxx'x wages or otherwise, or provides each Lease for the tenant to make additional rent payments based upon real estate taxes or operating expenses (such cam chargespayment of Overage Rents. The foregoing notwithstanding, additional rentOverage Rents shall not be credited at Closing, escalation rent, operating cost pass-throughs and expense reimbursements being collectively called "Overage Rent"), such Overage Rent but shall instead be adjusted and prorated on an ifpaid, as and when collected basis as provided in this Section 4(b)subject to collection from tenants, at the year-end adjustment. For purposes of this subsection (b), any Any interim Overage Rents with respect to the Nomura Properties which have been deposited into the Deposit Account (as such term is defined in the Nomura Loan Documents) prior to Rent payments made before the Closing Date shall be deemed to have been retained by Seller until year-end adjustment and determination of each party’s allocable share thereof. Any amounts received by Purchaser on or on behalf of Contributor, and any such Fixed Rents which have been deposited into the Deposit Account from and after the Closing Date as interim payments of overage rents shall be deemed to have been received retained by or on behalf Purchaser until year-end adjustment and determination of Contributee. (ii) If the Closing Date shall occur prior to the time when any such Seller’s allocable share thereof. Upon final determination of Overage Rent is payable, then such Overage Rent Rents owed by a tenant under its Lease for the applicable accounting period in which the Closing Date occurs shall be apportioned subsequent to the Closing promptly after the collection thereof. Contributee shall pay to Contributor the proportion of such Overage Rent fiscal year under that the portion of such accounting period prior to the Closing Date bears to the entire accounting period, less a like portion of all reasonable costs and expenses (including reasonable attorneys fees and disbursements) incurred by Contributee in collecting such Overage Rent, provided that the tenant paying such Overage Rent has made all payments of Fixed Rents and Overage Rents then due to Contributee pursuant to the terms of such tenant's Lease. (iii) With respect to any Overage Rent relating to an accounting period that shall have expired prior to the Closing Date, but which Overage Rent shall become payable after the Closing Date, Contributee shall pay the entire amount over to Contributor upon Contributee's receipt thereof, less the reasonable costs and expenses (including reasonable attorneys' fees and disbursements) incurred by Contributee in collecting such Overage Rent, provided that the tenant paying such Overage Rent has made all payments of Fixed Rents and Overage Rents then due to Contributee pursuant to the terms of such tenant's Lease. (iv) If, prior to the Closing Date, Contributor shall have collected any sums on account of Overage Rent for a year or other period, or any portion of such period, beginning prior but ending subsequent to the Closing Date, then such sum shall be apportioned as of the day preceding the Closing Date. To the extent that any portion of the Overage Rent is required by any Lease(s) to be paid monthly on account of estimated amounts for the current period, and at the end of each calendar year (or, if applicable, at the end of the applicable lease year), such estimated amounts are to be recalculated based upon the actual expenses and other relevant factors for that calendar (or lease) year, with the appropriate adjustments being made with the tenant(s), then such portion of the Overage Rent shall be prorated between Contributor and Contributee at the Closing based on the estimated payments received to the Closing Date for the calendar or lease year Lease in which the Closing Date occurs, Seller and Purchaser shall adjust between themselves amounts owed for such fiscal year on account of Overage Rents, and Seller’s allocable share of such Overage Rents shall be equal to an amount determined by multiplying total Overage Rents owed by the fraction whose numerator is the number of days in such fiscal year until the Closing Date, and whose denominator is the total number of days in such fiscal year. At the time(s) end of final calculation and collection the fiscal year for each Lease for which Overage Rents are due from (or refund to) tenants a tenant, Purchaser shall promptly xxxx the amounts due, if necessary. To the extent received by Purchaser under the Leases applicable Lease, Purchaser shall furnish Seller with financial statements indicating the sales and Overage Rent figures for each tenant for all relevant periods. Within fifteen (15) days after collection, Purchaser shall remit to Seller its allocable share, less interim payments previously retained by Seller, if any; provided, however, in no event shall Purchaser be obligated to remit any amounts payable to Seller as provided in this sentence unless actually collected from the applicable tenants. If Seller has retained amounts in excess of its allocable share, Seller shall, within fifteen (15) days after notice from Purchaser of the amounts in reconciliation excess owed Purchaser, remit such excess to Purchaser. Any Overage Rents with respect to Leases terminated before the Closing Date shall belong entirely to Seller, and Purchaser shall remit to Seller all payments made to Purchaser on or after the Closing Date on account of actual such Overage Rent for a period for which estimated amounts have been prorated, there Rents. Any Overage Rents with respect to Leases commencing on or after the Closing Date shall be a re-proration between Contributor and Contributee, with the net credit resulting from such re- proration being payable belong entirely to the appropriate party (i.e., to Contributor if the recalculated amounts exceed the estimated amounts and to Contributee if the recalculated amounts are less than the estimated amounts)Purchaser.

Overage Rents. (i) With respect to any Lease of all or any portion Overage Rents shall be separately prorated as of the Contributor Properties that provides for so-called common area maintenance or "cam" charges, or provides for so-called "escalation rent", "operating cost pass-throughs" or "expense reimbursements" based upon increases Adjustment Time in real estate taxes or operating expenses or labor costs or cost of living or xxxxxx'x wages or otherwise, or provides for the tenant to make additional rent payments based upon real estate taxes or operating expenses (such cam charges, additional rent, escalation rent, operating cost pass-throughs and expense reimbursements being collectively called "Overage Rent"), such Overage Rent shall be adjusted and prorated on an if, as and when collected basis as manner provided in this Section 4(b)6.4.3. For purposes of this subsection (b), any Such proration shall be made on a Tenant Lease-by-Tenant Lease basis and shall be based upon the total annual Overage Rents with respect due under each Tenant Lease for the calendar year or the appropriate fiscal year as applicable under such Tenant Lease. The actual fiscal year for Overage Rents under each Tenant Lease during which the Closing occurs is hereinafter referred to as the "Applicable Overage Rent Year." Non-delinquent Overage Rent collections for the month in which Closing occurs shall be prorated in the same manner as other Rents. Subject to the Nomura Properties which have been deposited into preceding sentence, to the Deposit Account (as extent a Tenant makes advance monthly installments or other interim payments on account of projected Overage Rents, Contributors shall initially retain all such term is defined in the Nomura Loan Documents) advance monthly installments or other interim payments of projected Overage Rents received by Property Owner or Property Owner's Property Manager on or prior to the Closing Date and CBL/OP shall initially retain all such advance monthly installments or other interim payments of projected Overage Rents received by CBL/OP following Closing. Upon the expiration of the Applicable Overage Rent Year and the determination of the actual Overage Rents due for the Applicable Overage Rent Year, CBL/OP and Contributors shall prorate the Overage Rents for the Applicable Overage Rents Year as follows: (a) Contributors shall be deemed entitled to have been received the portion of the total annual Overage Rents due from each Tenant for the Applicable Overage Rent Year equal to the product obtained by multiplying such total annual Overage Rents by a fraction, the numerator of which fraction is the total amount of Operating Expenses incurred by Property Owner and the Company which are to be reimbursed by Tenants through Overage Rent for the portion of the Applicable Overage Rent Year preceding the Adjustment Time and the denominator of which fraction is the total amount of Operating Expenses incurred by Property Owner and the Company which are to be reimbursed by Tenants through Overage Rent for the Applicable Overage Rent Year; and (b) CBL/OP shall be entitled to the portion of the total annual Overage Rents due from each Tenant for the Applicable Overage Rent Year equal to the product obtained by multiplying such total annual Overage Rents by a fraction, the numerator of which fraction is the total amount of Operating Expenses incurred by the Company which are to be reimbursed by Tenants through Overage Rent for the portion of the Applicable Overage Rent Year after the Adjustment Time and the denominator of which fraction is the total amount of Operating Expenses incurred by Property Owner and the Company which are to be reimbursed by Tenants through Overage Rent for the Applicable Overage Rent Year. To the extent Property Owner has collected in advance monthly installments or on behalf other interim payments of Contributorprojected Overage Rents from a Tenant for the Applicable Overage Rent Year which are in excess of the amount of Overage Rents for such Tenant to which Contributors is/are entitled hereunder, Contributors shall, within 10 Business Days after the year-end adjustment of Overage Rents, reimburse CBL/OP for any part of such excess and upon such reimbursement CBL/OP shall be responsible for any refunds and reimbursements due to the Tenant. To the extent Property Owner has collected in advance monthly installments or other interim payments of projected Overage Rents from a Tenant for the Applicable Overage Rent Year which are less than the amount of Overage Rents for such Tenant to which Contributors are entitled hereunder, CBL/OP shall, to the extent collected by CBL/OP, within 10 Business Days after the year-end adjustment of Overage Rents, reimburse Contributors the amount of any such shortfall. Any Overage Rent dispute involving (A) a claim by a Tenant for reimbursement or (B) disputing the amount of the expenses, and in the case of either (A) or (B), relating to any period prior to Closing, shall be the Contributors' responsibility as to any sums owed to such Tenant, and any sums deemed due from such Fixed Rents which have been deposited into Tenant for such periods shall likewise be the Deposit Account Contributors'. CBL/OP shall be responsible for such matters for periods from the date of Closing and after thereafter. CBL/OP shall be in control of all Overage Rent disputes following the Closing shall be deemed but the parties agree to have been received by or on behalf of Contributee. (ii) If the Closing Date shall occur cooperate in any Overage Rent dispute involving periods prior to the time when Closing and to provide information and to assist each other in any litigation or other procedures that may ensue with respect to such Overage Rent disputes. Any settlement of a CAM dispute for periods prior to Closing shall require Contributors' prior approval. Contributors shall be responsible for all court costs, legal fees (including CBL/OP's attorney's fees and costs) and other costs in any such Overage Rent is payabledispute relating to periods prior to Closing, then and CBL/OP shall be responsible for all court costs, legal fees (including Contributors' attorney's fees and costs) and other costs in any such Overage Rent for dispute relating to periods from the applicable accounting period date of Closing and thereafter. In the case of a multi-year Overage Rent dispute in which the Closing Date occurs shall be apportioned subsequent to the Closing promptly after the collection thereof. Contributee shall pay to Contributor the proportion of such Overage Rent that the a portion of such accounting the period at issue relates to periods prior to the Closing Date bears and a portion relates to periods following the entire accounting periodClosing, less Contributors and CBL/OP shall each bear a like portion pro rata share of all reasonable the court costs, legal fees (including CBL/OP's and Contributors' attorney's fees) and other costs based on the period involved (i.e., in the case of a CAM dispute involving 3 years, 2 prior to Closing and 1 following Closing, Contributors shall be responsible for 2/3 of the referenced costs and expenses (including reasonable attorneys fees and disbursements) incurred by Contributee in collecting such Overage RentCBL/OP shall be responsible for 1/3). Notwithstanding the foregoing, provided that the tenant paying such Overage Rent has made all payments of Fixed Rents and Overage Rents then due to Contributee pursuant to the terms of such tenant's Lease. (iii) With with respect to any multi-year Overage Rent dispute relating to an accounting period that shall have expired both periods prior to the Closing Dateand periods after the Closing, but which Overage Rent Contributors shall become payable have the right to settle such dispute with respect to periods prior to the Closing, and upon consummation of such settlement, if CBL/OP does not settle such dispute with respect to periods after the Closing Datesimultaneously, Contributee Contributors shall pay the entire amount over have no obligation to Contributor upon Contributee's receipt thereofbear any share of court costs, less the reasonable legal fees or other costs and expenses (including reasonable attorneys' fees and disbursements) pertaining to such dispute incurred by Contributee in collecting such Overage Rent, provided that the tenant paying such Overage Rent has made all payments of Fixed Rents and Overage Rents then due to Contributee pursuant to the terms after consummation of such tenant's Leasesettlement. (iv) If, prior to the Closing Date, Contributor shall have collected any sums on account of Overage Rent for a year or other period, or any portion of such period, beginning prior but ending subsequent to the Closing Date, then such sum shall be apportioned as of the day preceding the Closing Date. To the extent that any portion of the Overage Rent is required by any Lease(s) to be paid monthly on account of estimated amounts for the current period, and at the end of each calendar year (or, if applicable, at the end of the applicable lease year), such estimated amounts are to be recalculated based upon the actual expenses and other relevant factors for that calendar (or lease) year, with the appropriate adjustments being made with the tenant(s), then such portion of the Overage Rent shall be prorated between Contributor and Contributee at the Closing based on the estimated payments received to the Closing Date for the calendar or lease year in which the Closing Date occurs. At the time(s) of final calculation and collection from (or refund to) tenants under the Leases of the amounts in reconciliation of actual Overage Rent for a period for which estimated amounts have been prorated, there shall be a re-proration between Contributor and Contributee, with the net credit resulting from such re- proration being payable to the appropriate party (i.e., to Contributor if the recalculated amounts exceed the estimated amounts and to Contributee if the recalculated amounts are less than the estimated amounts).

Overage Rents. (i) a With respect to any Space Lease of all or any portion of the Contributor Properties that provides for (ii) so-called common area maintenance or "camCAM" charges, charges or provides for (iii) so-called "escalation rent", "operating cost pass-throughs" or "expense reimbursements" additional rent based upon increases in real estate taxes or operating expenses or labor costs or cost of living or xxxxxx'x wages or otherwiseotherwise (such percentage rent, or provides for the tenant to make CAM charges, escalation rent and additional rent payments based upon real estate taxes or operating expenses (such cam charges, additional rent, escalation rent, operating cost pass-throughs and expense reimbursements being collectively called "Overage Rent"), such Overage Rent shall be adjusted and prorated on an if, as and when collected basis as provided in this Section 4(b). For purposes of this subsection basis. (b), b As to any Overage Rents with Rent in respect to the Nomura Properties which of an accounting period that shall have been deposited into the Deposit Account (as such term is defined in the Nomura Loan Documents) expired prior to the Closing Date but which shall be deemed to have been received by or on behalf of Contributor, and any such Fixed Rents which have been deposited into the Deposit Account from and paid after the Closing shall be deemed to have been received by or on behalf of Contributee. (ii) If Closing, the Closing Date shall occur prior Buyer agrees that it will pay the entire amount over to the time when Sellers upon receipt thereof, less any such costs of collection (including reasonable counsel fees) reasonably allocable thereto. The Buyer agrees that it shall (i) promptly render bills for any Overage Rent is payable, then such Overage Rent for the applicable in respect of an accounting period in which the Closing Date occurs that shall be apportioned subsequent to the Closing promptly after the collection thereof. Contributee shall pay to Contributor the proportion of such Overage Rent that the portion of such accounting period have expired prior to the Closing Date bears to but which shall be paid after the entire accounting periodClosing, less a like portion of all reasonable costs and expenses (including reasonable attorneys fees and disbursementsii) incurred by Contributee in collecting such Overage Rent, provided that the tenant paying xxxx tenants such Overage Rent has made all payments of Fixed Rents and Overage Rents then due to Contributee pursuant to the terms of such tenant's Lease. (iii) With respect to any Overage Rent relating attributable to an accounting period that shall have expired prior to the Closing Dateon a monthly basis for a period of six consecutive months thereafter and (iii) use commercially reasonable efforts to collect Overage Rent. Notwithstanding the foregoing, but which if the Buyer shall be unable to collect such Overage Rent shall become payable within six (6) months after the Closing Date, Contributee any Seller shall pay have the entire amount over right, upon prior written notice to Contributor upon Contributee's receipt thereofthe Buyer, to pursue tenants to collect such delinquencies (including, without limitation, the prosecution of one or more lawsuits), but the Seller shall not be entitled to evict (by summary proceedings or otherwise) any such tenants. The Sellers and Buyer shall furnish to each other all information relating to the period prior to the Closing that is reasonably necessary for the billing of such Overage Rent and the Buyer will deliver to the Seller, concurrently with the delivery to tenants, copies of all statements relating to Overage Rent for the period prior to the Closing. The Buyer shall xxxx tenants for Overage Rents for accounting periods prior to the Closing in accordance with and on the basis of such information furnished by the Sellers. (c If, prior to the Closing, the Sellers shall have received any installments of Overage Rent attributable to Overage Rent for periods from and after the Closing Date, such sum shall be apportioned at the Closing. If, after the Closing, the Buyer shall receive any installments of Overage Rent attributable to Overage Rent for periods prior to the Closing, such sum (less the reasonable any costs and expenses (including reasonable attorneys' fees and disbursementscounsel fees) incurred by Contributee the Buyer in collecting the collection of such Overage Rent, provided that ) shall be paid by the tenant paying such Overage Rent has made all payments of Fixed Rents and Overage Rents then due to Contributee pursuant Buyer to the terms of such tenant's LeaseSeller promptly after the Buyer receives payment thereof. (iv) If, prior to the Closing Date, Contributor shall have collected any sums d Any payment by a tenant on account of Overage Rent for a year or other period, or any portion of such period, beginning prior but ending subsequent (to the Closing Date, then extent not applied against Fixed Rents due and payable by such sum tenant in accordance with subsection 11.1(b) above) shall be apportioned as applied to Overage Rents then due and payable in the same order of the day preceding the Closing Date. priority that Fixed Rents are applied under subsection 11.1(b) above. (e To the extent that any portion of the Overage Rent is required by any Lease(s) to be paid monthly by tenants on account of estimated amounts for the current period, and at the end of each any calendar year (or, if applicable, any lease year or tax year or any other applicable accounting period), and at the end of the applicable such calendar year (or lease year, tax year or other applicable accounting period, as the case may be), such estimated amounts are to be recalculated based upon the actual expenses expenses, taxes and other relevant factors for that calendar (lease or leasetax) yearyear or other applicable accounting period, with the appropriate adjustments being made with the tenant(s)such tenants, then such portion of the Overage Rent shall be prorated between Contributor the Sellers and Contributee the Buyer at the Closing based on the such estimated payments received actually paid by tenants (i.e., with the Sellers entitled to retain all monthly or other periodic installments of such amounts paid by tenants with respect to periods prior to the Closing Date for the calendar month or lease year other applicable installment period in which the Closing occurs, the Seller to pay to the Buyer at the Closing all monthly or other periodic installments of such amounts theretofore received by the Sellers with respect to periods following the calendar month or other applicable installment period in which the Closing occurs and the Sellers and the Buyer to apportion as of the Closing Date all monthly or other periodic installments of such amounts paid by tenants with respect to the calendar month or other applicable installment period in which the Closing occurs). At the time(s) of final calculation and collection from (or refund to) tenants under the Leases each tenant of the amounts in reconciliation of actual Overage Rent for a period for which estimated amounts paid by such tenant have been prorated, there shall be a re-proration between Contributor the Seller and Contributee, the Buyer. Buyer and Sellers agree to cooperate with the net credit resulting from each other in connection with preparing such re- proration being payable to the appropriate party (i.e., to Contributor if the recalculated amounts exceed the estimated amounts and to Contributee if the recalculated amounts are less than the estimated amounts).re-

Overage Rents. (ia) With respect to any Space Lease of all or any portion of the Contributor Properties that provides for (i) the payment of additional rent based upon a percentage of the tenant's business during a specified annual or other period (sometimes referred to as "percentage rent"), (ii) so-called common area maintenance or "camCAM" charges, charges or provides for (iii) so-called "escalation rent", "operating cost pass-throughs" or "expense reimbursements" additional rent based upon increases in real estate taxes or operating expenses or labor costs or cost of living or xxxxxx'x wages or otherwiseotherwise (such percentage rent, or provides for the tenant to make CAM charges, escalation rent and additional rent payments based upon real estate taxes or operating expenses (such cam charges, additional rent, escalation rent, operating cost pass-throughs and expense reimbursements being collectively called "Overage Rent"), such Overage Rent shall be adjusted and prorated on an if, as and when collected basis as provided in this Section 4(b). For purposes of this subsection basis. (b), ) As to any Overage Rents with Rent in respect to the Nomura Properties which of an accounting period that shall have been deposited into the Deposit Account (as such term is defined in the Nomura Loan Documents) expired prior to the Closing Date but which shall be deemed to have been received by or on behalf of Contributor, and any such Fixed Rents which have been deposited into the Deposit Account from and paid after the Closing shall be deemed to have been received by or on behalf of Contributee. (ii) If Closing, the Closing Date shall occur prior Buyer agrees that it will pay the entire amount over to the time when Seller upon receipt thereof, less any such costs of collection (including reasonable counsel fees) reasonably allocable thereto. The Buyer agrees that it shall (i) promptly render bills for any Overage Rent is payable, then such Overage Rent for the applicable in respect of an accounting period in which the Closing Date occurs that shall be apportioned subsequent to the Closing promptly after the collection thereof. Contributee shall pay to Contributor the proportion of such Overage Rent that the portion of such accounting period have expired prior to the Closing Date bears to but which shall be paid after the entire accounting periodClosing, less a like portion of all reasonable costs and expenses (including reasonable attorneys fees and disbursementsii) incurred by Contributee in collecting such Overage Rent, provided that the tenant paying xxxx tenants such Overage Rent has made all payments of Fixed Rents and Overage Rents then due to Contributee pursuant to the terms of such tenant's Lease. (iii) With respect to any Overage Rent relating attributable to an accounting period that shall have expired prior to the Closing Dateon a monthly basis for a period of six consecutive months thereafter and (iii) use commercially reasonable efforts to collect Overage Rent. Notwithstanding the foregoing, if the Buyer shall be unable to collect such Overage Rent, the Seller shall have the right, upon prior written notice to the Buyer, to pursue tenants to collect such delinquencies (including, without limitation, the prosecution of one or more lawsuits), but which the Seller shall not be entitled to evict (by summary proceedings or otherwise) any such tenants. The Seller shall furnish to the Buyer all information relating to the period prior to the Closing that is reasonably necessary for the billing of such Overage Rent and the Buyer will deliver to the Seller, concurrently with the delivery to tenants, copies of all statements relating to Overage Rent for a period prior to the Closing. The Buyer shall become payable xxxx tenants for Overage Rents for accounting periods prior to the Closing in accordance with and on the basis of such information furnished by the Seller. (c) If, prior to the Closing, the Seller shall have received any installments of Overage Rent attributable to Overage Rent for periods from and after the Closing Date, Contributee such sum shall pay be apportioned at the entire amount over Closing. If, after the Closing, the Buyer shall receive any installments of Overage Rent attributable to Contributor upon Contributee's receipt thereofOverage Rent for periods prior to the Closing, such sum (less the reasonable any costs and expenses (including reasonable attorneys' fees and disbursementscounsel fees) incurred by Contributee the Buyer in collecting the collection of such Overage Rent, provided that ) shall be paid by the tenant paying such Overage Rent has made all payments of Fixed Rents and Overage Rents then due to Contributee pursuant Buyer to the terms of such tenant's LeaseSeller promptly after the Buyer receives payment thereof. (ivd) If, prior to the Closing Date, Contributor shall have collected any sums Any payment by a tenant on account of Overage Rent (to the extent not applied against Fixed Rents due and payable by such tenant in accordance with subsection 10.1(b) above) shall be applied to Overage Rents then due and payable in the following order of priority, (i) first, in payment of Overage Rent for a year or other periodthe accounting period in which the Closing Date occurs, or any portion (ii) second, in payment of Overage Rent for the accounting period preceding the accounting period in which the Closing Date occurs, in the chronological order in which such periodpayments are due for such accounting period pursuant to the applicable Space Lease and (iii) third, beginning prior but ending subsequent to in payment of Overage Rent for accounting periods following the Closing Date, then such sum shall be apportioned as of the day preceding the Closing Date. . (e) To the extent that any portion of the Overage Rent is required by any Lease(s) to be paid monthly by tenants on account of estimated amounts for the current period, and at the end of each any calendar year (or, if applicable, any lease year or tax year or any other applicable accounting period), and at the end of the applicable such calendar year (or lease year, tax year or other applicable accounting period, as the case may be), such estimated amounts are to be recalculated based upon the actual expenses expenses, taxes and other relevant factors for that calendar (lease or leasetax) yearyear or other applicable accounting period, with the appropriate adjustments being made with the tenant(s)such tenants, then such portion of the Overage Rent shall be prorated between Contributor the Seller and Contributee the Buyer at the Closing based on the such estimated payments received actually paid by tenants (i.e., with the Seller entitled to retain all monthly or other periodic installments of such amounts paid by tenants with respect to periods prior to the Closing Date for the calendar month or lease year other applicable installment period in which the Closing occurs, the Seller to pay to the Buyer at the Closing all monthly or other periodic installments of such amounts theretofore received by the Seller with respect to periods following the calendar month or other applicable installment period in which the Closing occurs and the Seller and the Buyer to apportion as of the Closing Date all monthly or other periodic installments of such amounts paid by tenants with respect to the calendar month or other applicable installment period in which the Closing occurs). At the time(s) of final calculation and collection from (or refund to) tenants under the Leases each tenant of the amounts in reconciliation of actual Overage Rent for a period for which estimated amounts paid by such tenant have been prorated, there shall be a re-proration between Contributor the Seller and Contributeethe Buyer. If, with respect to any tenant, the recalculated Overage Rent exceeds the estimated amount paid by such tenant, upon collection from the tenant, (i) the entire excess shall be paid by the Buyer to the Seller, if the accounting period for which such recalculation was made expired prior to the Closing and (ii) such excess shall be apportioned between the Seller and the Buyer as of the Closing Date (on the basis described in the first sentence of subsection 10.2 above), if the Closing occurred during the accounting period for which such recalculation was made, with the net credit resulting from such re- proration being payable Buyer paying to the appropriate party (i.e.Seller the portion of such excess which the Seller is so entitled to receive. If, with respect to Contributor if any tenant, the recalculated amounts exceed the estimated amounts and to Contributee if the recalculated amounts are Overage Rent is less than the estimated amountsamount paid by such tenant, (1) the entire shortfall shall be paid by the Seller to the Buyer (or, at the Seller's option, directly to the tenant in question), if the accounting period for which such recalculation was made expired prior to the Closing and (2) such shortfall shall be apportioned between the Seller and the Buyer as of the Closing Date (on the basis described in the first sentence of subsection 10.2(c) above), if the Closing occurred during the accounting period for which such recalculation was made, with the Seller paying to the Buyer (or, at the Seller's option, directly to the tenant in question) the portion of such shortfall so allocable to the Seller. (f) Until such time as all amounts required to be paid to the Seller by the Buyer pursuant to Section 10.1 and this Section 10.2 shall have been paid in full, the Buyer shall furnish to the Seller not less frequently than monthly a reasonably detailed accounting of such amounts payable by the Buyer, which accounting shall be delivered to the Seller on or prior to the 15th day following the last day of each calendar month from and after the calendar month in which the Closing occurs. The Seller shall have the right from time to time following the Closing, on prior notice to the Buyer, during ordinary business hours on Business Days, to review the Buyer's rental records with respect to the Property to ascertain the accuracy of such accountings.

Overage Rents. (i1) With respect to any Lease of all or any portion of the Contributor Properties that provides for (i) the payment of additional rent based upon a percentage of the tenant's business during a specified annual or other period (sometimes referred to as "percentage rent"), (ii) so-called common area maintenance or "cam" charges, charges or provides for (iii) so-called "escalation rent", "operating cost pass-throughs" or "expense reimbursements" additional rent based upon increases in real estate taxes or operating expenses or labor costs or cost of living or xxxxxx'x porter's wages or otherwiseotherwise (sxxx percentage rent, or provides for the tenant to make additional rent payments based upon real estate taxes or operating expenses (such cam charges, escalation rent and additional rent, escalation rent, operating cost pass-throughs and expense reimbursements rent being collectively called "Overage RentOVERAGE RENTS"), such Overage Rent Rents shall be adjusted and prorated on an if, as and when collected basis as provided in this Section 4(b). For purposes of this subsection basis. (b), 2) As to any Overage Rents with in respect to the Nomura Properties which of an accounting period that shall have been deposited into the Deposit Account (as such term is defined in the Nomura Loan Documents) expired prior to the Closing Date but which shall be deemed paid after the Closing, Purchaser shall, subject to the provisions of Section 8.2(d) hereof, pay the entire amount over to Seller upon receipt thereof, less any costs of collection (including reasonable counsel fees) reasonably allocable thereto. Purchaser agrees that it shall (i) promptly render bills for any Overage Rents in respect of an accounting period that shall have been received by expired prior to the Closing but which shall be paid after the Closing, (ii) bill tenants such Overage Rentx xttributable to an accounting period that shall have expired prior to the Closing on a monthly basis for a period of six (6) consecutive months thereafter and (iii) use commercially reasonable efforts to collect Overage Rents; provided, however, that Purchaser shall have no obligation to commence any actions or on behalf of Contributor, and proceedings to collect any such Fixed Rents which Overage Rents. Notwithstanding the foregoing, if Purchaser shall be unable to collect such Overage Rents, Seller shall have been deposited into the Deposit Account from and after right, upon prior written notice to Purchaser, to pursue tenants to collect such delinquencies (including, without limitation, the prosecution of one or more lawsuits), but Seller shall not be entitled to evict (by summary proceedings or otherwise) any such tenants. Seller shall furnish to Purchaser all information relating to the period prior to the Closing that is reasonably necessary for the billing of Overage Rents; and Purchaser will deliver to Seller, concurrently with the delivery to tenants, copies of all statements relating to Overage Rents for a period prior to the Closing. Purchaser shall be deemed bill tenants for Overage Renxx xor accounting periods prior to have been received the Closing in accordance with and on the basis of such information furnished by or on behalf of ContributeeSeller. (ii3) If Overage Rents in respect of the Closing Date shall occur prior to the time when any such Overage Rent is payable, then such Overage Rent for the applicable accounting period in which the Closing Date occurs shall be apportioned subsequent to between Seller and Purchaser as of 11:59 P.M. of the day preceding the Closing promptly after the collection thereof. Contributee shall pay to Contributor Date, with Seller receiving the proportion of such Overage Rent Rents that the portion of such accounting period prior to the Closing Date bears to the entire such accounting period, less a like and Purchaser receiving the proportion of such Overage Rents that the portion of all reasonable such accounting period from and after the Closing Date bears to the entire such accounting period. If, prior to the Closing, Seller shall receive any installments of Overage Rents attributable to Overage Rents for periods from and after the Closing, such sum shall be apportioned at the Closing. Subject to the provisions of Section 8.2(d) hereof, if Purchaser shall receive after the Closing any installments of Overage Rents attributable to Overage Rents for periods prior to the Closing, such sum (less any costs and expenses (including reasonable attorneys fees and disbursementscounsel fees) incurred by Contributee Purchaser in collecting the collection of such Overage Rent, provided that Rents) shall be paid by Purchaser to Seller promptly after Purchaser receives payment thereof. (4) Any payment by a tenant on account of Overage Rents (to the tenant paying such Overage Rent has made all payments of extent not applied against Fixed Rents due and payable by such tenant in accordance with Section 8.1(b) above) shall be applied to Overage Rents then due to Contributee pursuant to and payable in the terms following order of such tenant's Leasepriority: (i) first, in payment of Overage Rents for the accounting period in which the Closing Date occurs, until all current Overage Rents are paid in full; and (ii) second, in payment of Overage Rents for the accounting period preceding the accounting period in which the Closing Date occurs. (iii5) With respect to any Overage Rent relating to an accounting period that shall have expired prior to the Closing Date, but which Overage Rent shall become payable after the Closing Date, Contributee shall pay the entire amount over to Contributor upon Contributee's receipt thereof, less the reasonable costs and expenses (including reasonable attorneys' fees and disbursements) incurred by Contributee in collecting such Overage Rent, provided that the tenant paying such Overage Rent has made all payments of Fixed Rents and Overage Rents then due to Contributee pursuant to the terms of such tenant's Lease. (iv) If, prior to the Closing Date, Contributor shall have collected any sums on account of Overage Rent for a year or other period, or any portion of such period, beginning prior but ending subsequent to the Closing Date, then such sum shall be apportioned as of the day preceding the Closing Date. To the extent that any portion of the Overage Rent Rents is required by any Lease(s) to be paid monthly by tenants on account of estimated amounts for the current period, and at the end of each any calendar year (or, if applicable, any lease year or tax year or any other applicable accounting period), and at the end of the applicable such calendar year (or lease year, tax year or other applicable accounting period, as the case may be), such estimated amounts are to be recalculated based upon the actual expenses expenses, taxes and other relevant factors for that calendar (lease or leasetax) yearyear or other applicable accounting period, with the appropriate adjustments being made with the tenant(s)such tenants, then such portion of the Overage Rent Rents shall be prorated between Contributor Seller and Contributee Purchaser at the Closing based on the such estimated payments received actually paid by tenants (i.e., with Seller entitled to retain all monthly or other periodic installments of such amounts paid by tenants with respect to periods prior to the Closing Date for the calendar month or lease year other applicable installment period in which the Closing occurs, Seller to pay to Purchaser at the Closing all monthly or other periodic installments of such amounts theretofore received by Seller with respect to periods following the calendar month or other applicable installment period in which the Closing occurs and Seller and Purchaser to apportion as of the Closing Date all monthly or other periodic installments of such amounts paid by tenants with respect to the calendar month or other applicable installment period in which the Closing occurs). At the time(s) of final calculation and collection from (or refund to) tenants under the Leases each tenant of the amounts in reconciliation of actual Overage Rent Rents for a period for which estimated amounts paid by such tenant have been prorated, there shall be a re-proration between Contributor Seller and ContributeePurchaser. If, with respect to any tenant, the net credit resulting recalculated Overage Rents exceeds the estimated amount paid by such tenant, upon collection from the tenant, (i) the entire excess shall be paid by Purchaser to Seller, if the accounting period for which such re- proration being payable recalculation was made expired prior to the appropriate party Closing and (i.e.ii) such excess shall be apportioned between Seller and Purchaser as of the Closing Date (on the basis described in the first sentence of Section 8.2(c) above), to Contributor if the recalculated amounts exceed Closing occurred during the estimated amounts and accounting period for which such recalculation was made, with Purchaser paying to Contributee if Seller the portion of such excess which Seller is so entitled to receive. If, with respect to any tenant, the recalculated amounts Overage Rents are less than the estimated amountsamount paid by such tenant, (1) the entire shortfall shall be paid by Seller to Purchaser (or, at Seller's option, directly to the tenant in question), if the accounting period for which such recalculation was made expired prior to the Closing and (2) such shortfall shall be apportioned between Seller and Purchaser as of the Closing Date (on the basis described in the first sentence of Section 8.2(c) above), if the Closing occurred during the accounting period for which such recalculation was made, with Seller paying to Purchaser (or, at Seller's option, directly to the tenant in question) the portion of such shortfall so allocable to Seller. (6) Until such time as all amounts required to be paid to Seller by Purchaser pursuant to Sections 8.1 and this Section 8.2 shall have been paid in full, Purchaser shall furnish to Seller not less frequently than monthly a reasonably detailed accounting of such amounts payable by Purchaser, which accounting shall be delivered to Seller on or prior to the 15th day following the last day of each calendar month from and after the calendar month in which the Closing occurs. Seller shall have the right from time to time following the Closing, on Business Days and upon reasonable prior notice to Seller, to review Purchaser's rental records with respect to the Property to the extent required to ascertain the accuracy of such accountings.