Common use of Rents Clause in Contracts

Rents. All rents, percentage rents, common area charges, operating expenses, real estate taxes, parking charges and other costs or charges paid by tenants under the Leases and licensees under the Licenses (collectively, “Rents”) shall be prorated as of the Apportionment Time (as defined below), to the extent actually collected by Seller prior to the Closing Date. All Rents received from tenants or licensees after Closing by Seller or Purchaser will first be applied to such charges as are then due for the month in which Closing occurs and prorated appropriately between the parties based on the Apportionment Time, and then applied to any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in full. For a period of nine (9) months after the Closing Date, Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts to collect from the tenants and licensees all Rents that are delinquent for the period prior to Closing. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue all rights and remedies against the applicable tenants or licensees to recover such delinquencies; provided, however, that Seller shall not be entitled to dispossess such tenants or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy of any tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior to the Closing Date.

Rents. All rentsRents (including, percentage rentswithout limitation, estimated pass-through payments, payments for common area charges, operating expenses, real estate taxes, parking maintenance reconciliations and all additional charges and other costs or charges paid payable by tenants under the Leases and licensees under the Licenses Leases, (collectively, “Rents”) collected by Seller prior to Closing shall be prorated as of the Apportionment Time Closing Date. During the period after Closing, Purchaser shall deliver to Seller Rents accrued but uncollected as of the Closing Date for the three (as defined below)3) months prior to Closing, to the extent actually subsequently collected by Seller prior to the Closing Date. All Purchaser; provided, however, Purchaser shall apply Rents received from tenants at or licensees after Closing by Seller or Purchaser will first be applied to such charges as are then payment of Rents due for the month in which Closing occurs of the Closing, then to Rents due for periods from and prorated appropriately between the parties based on the Apportionment Time, and then applied to any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in full. For a period of nine (9) months after the Closing Date, Purchaser shalland thereafter up to three (3) months of delinquent Rents owed to Seller. Notwithstanding the foregoing, at no out-of-pocket cost to it, cooperate with Seller’s efforts to collect “true up” payments received from the tenants and licensees all Rents that are delinquent for the period prior to Closing. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt a year-end reconciliation of such Rents, less third party, outactual and budgeted pass-of-pocket costs reasonably incurred by through payments shall be allocated between Seller and Purchaser in collecting such delinquent rent, together accordance with appropriate supporting documentationtheir respective period of ownership as set forth in Section 4.2.5 below. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right right, after Closing, to pursue proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, so long as Seller takes no action that could result in termination of any Lease without the prior written consent of Purchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Purchaser agrees that it shall use commercially reasonable efforts to collect all rights pass-through rents payable by tenants for the year of Closing and remedies against for any delinquent Rents for the applicable tenants or licensees three (3) months prior to recover such delinquencies; Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any Lease). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall not be entitled to dispossess such tenants retain the actual cash deposits. If any deposits are in the form of a letter of credit or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy of any tenant or licensee, or take any other non-judicial action that is calculated cash security, Seller shall assign Seller’s interest, if any, in and to materially interfere with any such tenants’ or licensee’s ability deposit at Closing at no cost to operate their businesses and satisfy their obligations under their Leases or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior to the Closing DateSeller.

Rents. (a) All rents, percentage rents, common area charges, operating expenses, real estate taxes, parking charges and other costs Rents (as hereinafter defined) paid or charges paid payable by tenants under the Space Leases and licensees under in connection with their occupancy of the Licenses (collectively, “Rents”) Property shall be adjusted and prorated on an “if, as and when collected” basis; provided, however, with respect to (1) any Rents that are billed to tenants in arrears and are not due and payable prior to the Adjustment Point (“Rents Collected In Arrears”), Buyer shall provide a credit to Seller at Closing in the amount of the Apportionment Time such Rents Collected In Arrears for up to two (2) months; and (2) any “Reimbursable Tenant Expenses” (as defined below), such Reimbursable Tenant Expenses shall be prorated at the Closing based on Seller’s reasonable estimate at the Closing of the Reimbursable Tenant Expenses actually paid or incurred by Seller (“Seller’s Actual Reimbursable Tenant Expenses”) and the tenant reimbursements for such Reimbursable Tenant Expenses actually paid to Seller by tenants (“Seller’s Actual Tenant Reimbursements”). Seller shall be entitled to all Rents under Space Leases attributable to the extent actually period prior to the Adjustment Point and Buyer shall be entitled to all Rents under Space Leases attributable to the period from and after the Adjustment Point. All prepaid Rents for periods of occupancy after Closing shall be credited to Buyer at Closing. Any Rents collected by Buyer or Seller after the Closing from any tenant who owes Rents for periods prior to the Closing Date. All Rents received from tenants or licensees after Closing by Seller or Purchaser will first shall be applied to (i) first, in payment of Rents owed by such charges as are then due tenant for the month in which the Closing occurs occurs, (ii) second, in payment of current Rents at the time of receipt, (iii) third, to delinquent Rents, if any, which became due after the Closing and prorated appropriately (iv) fourth, then to delinquent Rents, if any, which became due and payable prior to the Closing or otherwise attributable to the period prior to the Closing. “Rents” for purposes of this Agreement shall mean (whether paid in advance of the date when such payment is due or otherwise) all fixed rents and other charges or amounts payable by tenants under the Space Leases or in connection with their use or occupancy of the Property or any service or amenity relating thereto, including water, electricity, gas, sewage or other utilities charges or other pass-through fees and charges (the “Reimbursable Tenant Expenses”). With respect to Reimbursable Tenant Expenses, Seller shall deliver to Buyer a reconciliation statement (“Seller’s Reconciliation Statement”) within sixty (60) days after the Closing setting forth (i) Seller’s Actual Reimbursable Tenant Expenses, (ii) Seller’s Actual Tenant Reimbursements, and (iii) a calculation of the difference, if any, between the parties based on two (i.e., establishing that Seller’s Actual Reimbursable Tenant Expenses were either more or less than or equal to Seller’s Actual Tenant Reimbursements). Any amount due Seller pursuant to the Apportionment Timeforegoing calculation (in the event Seller’s Actual Tenant Reimbursements are less than Seller’s Actual Reimbursable Tenant Expenses) or Buyer (in the event Seller’s Actual Tenant Reimbursements are more than Seller’s Actual Reimbursable Tenant Expenses), as the case may be, shall be paid by Buyer to Seller or by Seller to Buyer, as the case may be, within thirty (30) days after delivery of Seller’s Reconciliation Statement to Buyer. If Buyer is paid any such amount by Seller (or credited any amount at Closing for Reimbursable Tenant Expenses), Buyer thereafter shall be obligated to promptly remit the applicable portion to the particular tenants entitled thereto. Buyer shall indemnify, defend, and then applied hold Seller and the other Seller-Related Entities harmless from and against any losses, costs, claims, damages, and liabilities, including, without limitation, reasonable attorneys’ fees and expenses incurred in connection therewith, arising out of or resulting from Buyer’s failure to remit any delinquencies amounts actually received from Seller to tenants in their reverse order of accrual until such delinquencies have been satisfied in full. accordance with the provisions hereof. (b) For a period of nine six (96) months after the Closing DateClosing, Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts to collect from the Buyer shall xxxx tenants and licensees all who owe Rents that are delinquent for the period prior to Closing. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to the Closing within ten following the Closing (10and Buyer will deliver to Seller, concurrently with the delivery to such tenants, copies of all statements relating to Rent for periods prior to the Closing) Business Days from Purchaser’s receipt and use commercially reasonable efforts to pursue collection of such past due Rents to the full extent that Buyer would endeavor to collect delinquent Rents owed to Buyer, but shall not be obligated to engage a collection agency or take legal action or other enforcement action under the applicable Space Lease to collect such amount unless Buyer would do so for its own Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser . Buyer may not waive any delinquent (or unpaid) Rents or modify a Space Lease so as to reduce or otherwise affect amounts owed thereunder for any period in collecting such delinquent rent, together with appropriate supporting documentation. which Seller shall remit is entitled to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from receive a share of charges or amounts without first obtaining Seller’s receipt of such Rents, together with appropriate supporting documentationwritten consent. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right from time to time for six (6) months following the Closing, upon at least three (3) days’ prior notice to Buyer and during ordinary business hours, to review Buyer’s rental records with respect to such Space Leases. In addition, Seller hereby reserves the right to pursue all rights any remedy for damages against any tenant owing delinquent Rents and remedies against any other amounts to Seller (including, without limitation, the applicable tenants prosecution of one or licensees to recover such delinquencies; providedmore lawsuits, however, that Seller but shall not be entitled to dispossess such tenants terminate any Space Lease or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy tenant’s right to possession). With respect to delinquent or other uncollected Rents and any other amounts or other rights of any tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used herein, kind respecting tenants who are no longer tenants of the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior to Asset as of the Closing Date, Seller shall retain all of the rights relating thereto.

Rents. All rents3.1 Subtenant shall pay to Sublandlord rent at the rate per annum equal to the Sublease Rent as shown on Exhibit C attached hereto, percentage rentspayable in equal monthly installments in advance commencing on the Commencement Date and on the first (1st) day of each month thereafter, common area chargeswithout notice from Sublandlord, operating expensespro-rated for any partial month. Simultaneously upon execution of this Sublease and as a condition to the effectiveness of this Sublease, real estate taxes, parking charges and other costs or charges paid by tenants under Subtenant shall make an advance payment of one (1) month’s Sublease Rent to be applied to the Leases and licensees under the Licenses first (collectively, “Rents”1st) shall be prorated as full month’s Sublease Rent. Regardless of the Apportionment Time (as defined below)method of charging for electricity selected in Section 1.16, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent actually collected by Seller prior that same exceeds the Base Taxes. 3.3 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Operating Payment to the Closing Date. All Rents received from tenants or licensees after Closing by Seller or Purchaser will first extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be applied to such charges as are then due for the month in which Closing occurs and prorated appropriately between the parties based on the Apportionment Timedates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, and then applied to any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in full. For a period of nine (9) months after the Closing Date, Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts to collect from the tenants and licensees all Rents that are delinquent for the period prior to Closing. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue all rights and remedies against the applicable tenants or licensees to recover such delinquenciesas appropriate; provided, however, that Seller (except for subsequent continuing equal monthly payments) no such payment shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord (if any) and (b) within thirty (30) days of receipt thereof, pay to Subtenant (or at Sublandlord’s option, apply a credit or refund) in the amount equal to Subtenant’s Proportionate Share of such credit or refund remaining after deducting therefrom: 3.5.1 the portion, if any, of such credit or refund resulting from any reduction in Taxes and Assessments to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If the amount of the Base Operating Expenses shall be reduced by reason of audit or otherwise, the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereof, with respect to periods after such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the right to request such additional day to day services, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, to the party designated in writing by Sublandlord, of any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord shall not be entitled deemed a Default under this Sublease, provided however, in the event that Subtenant fails to dispossess so notify Sublandlord three (3) times within any six (6) month period, then the next such tenants or licenseesfailure shall be deemed to be a Default hereunder. Subtenant shall pay, disturb their possession of their leased premisesas additional rent, seek any involuntary bankruptcy of any tenant or licenseefor services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, or take any non-judicial action that which is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. covered by Section 9 hereof. 3.8 As used herein, the term “Apportionment Timeadditional rent” shall mean 11:59 p.m. Pacific refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time on to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the date immediately prior same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the Closing Daterights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, shall survive the expiration or sooner termination of this Sublease. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.

Rents. All rents(a) Purchaser will receive a credit for all prepaid Rents, if any, paid by any tenants. Rents under the Leases will be adjusted and prorated on an “if as and when collected” basis. If, on the Closing Date, there are any unpaid rents for the month of Closing or past due Rents owed by any tenant for any prior period, Rents collected by Purchaser after the Closing Date from such tenants will be applied first, to amounts due Purchaser for periods following the month in which the Closing occurred, second, to the month of Closing; third, to amounts due Seller for the month prior to Closing; and fourth, to amounts due Seller for periods prior to the month before the Closing occurred. The party receiving such amount shall pay to the other party the portion to which it is entitled, within ten (10) days of its receipt of same. (b) Supplementing subsection (a) above, additional or escalation rent based upon (x) a percentage rents, common area chargesof sales or (y) tenant’s share of real estate taxes, operating expenses, real estate taxeslabor costs, parking charges and other costs of living indices or charges paid by tenants under the Leases and licensees under the Licenses xxxxxx’x wages (collectively, “RentsOverage Rent”) shall be adjusted and prorated on an “if, as of the Apportionment Time (as defined below), and when collected” basis. The following shall apply to the extent actually collected by Seller Overage Rent is billed on the basis of Landlord’s estimates or an annual budget, which is subject to subsequent reconciliation and readjustment with each such tenant at the end of the applicable year: (i) At least two (2) Business Days prior to the Closing Date. All Rents received from tenants or licensees after Closing by , Seller or shall provide Purchaser will first be applied to such charges as are then due with a reconciliation statement for calendar year 2017 through the end of the calendar month in which Closing occurs and prorated appropriately between the parties based on the Apportionment Time, and then applied to any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in full. For a period of nine (9) months after preceding the Closing Date, Purchaser shallwith all necessary supporting documentation, at no out-of-pocket cost as to it, cooperate with the Overage Rent paid by the tenants for calendar year 2017. Such reconciliation statement shall indicate any difference between the Overage Rent paid by the tenants (based on Seller’s efforts annual 2017 budget for real estate taxes and operating expenses) and the amount that should have been paid by the tenants through the Closing Date (based on the actual expenses covering such time period); (ii) If Seller has collected more on account of such Overage Rent than such actual amount for such time period (with it being acknowledged that such calculation shall be made only with respect to collect actually collected Overage Rent sums for such time period, and not any such sums that may be so receivable from tenants), then the amount of such difference shall be credited to Purchaser at Closing; (iii) If Seller has collected less from the tenants for Overage Rents than the actual amounts for such time period, then the amount of such under-collected rents shall be paid and licensees all Rents that are delinquent delivered to Seller if, as and when collected from the applicable tenant following the final reconciliation for the period prior calendar year 2017; (iv) Any Seller proposed prorations relating to Closing. Purchaser Overage Rent shall remit be subject to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt review and reasonable approval. (c) The provisions of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller this Section 11.3 shall remit to Purchaser any Rents received by Seller subsequent to survive Closing which are attributable to periods from and after Closing within ten for a period of one (101) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue all rights and remedies against the applicable tenants or licensees to recover such delinquencies; provided, however, that Seller shall not be entitled to dispossess such tenants or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy of any tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior to the Closing Dateyear.

Rents. All paid rents, percentage rentsor unpaid rents not currently due, common area charges, operating expenses, real estate taxes, parking charges and together with any other costs or charges sums paid by tenants (other than security deposits), under the Leases and licensees under the Licenses (collectivelyLeases, “Rents”) shall be prorated as in cash. In the event that, at the time of Closing, there are any past due or delinquent rents owing by any tenants of the Apportionment Time (as defined below)Property, to Highwoods shall have the extent actually collected by Seller prior to the Closing Date. All Rents received from tenants or licensees after Closing by Seller or Purchaser will first be applied to such charges as are then due for the month in which Closing occurs and prorated appropriately between the parties based on the Apportionment Time, and then applied to any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in full. For a period of nine (9) months after the Closing Date, Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts exclusive right to collect from the tenants such past due or delinquent rents and licensees all Rents that are delinquent for the period prior to Closing. Purchaser shall remit to Seller any Rents Owner in cash to the extent, and only to the extent, that the aggregate rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten Highwoods from each such tenant owing past due or delinquent rents exceed the sum of (10A) Business Days from Purchaser’s receipt of the aggregate rents and other sums payable by such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to tenant for periods from and after the Closing within ten Date to the date of receipt, and (10B) Business Days from Seller’s receipt of any reasonable and necessary amounts expended by Highwoods to collect such Rents, together with appropriate supporting documentationpast due or delinquent rents. With respect to any Rents that are delinquent for the period prior to Closing, Seller Highwoods shall have the right no obligation to pursue all rights and remedies collect or enforce collection of any such past due or delinquent rents from or against the applicable tenants or licensees to recover such delinquenciesany tenant; provided, however, that Seller if Highwoods has not collected and remitted past due or delinquent rents within one hundred twenty (120) days after Closing, or initiated litigation within such 120 day period which is diligently pursued to completion, Owner shall not be entitled to dispossess pursue the same, and to retain all amounts which it is able to collect in connection therewith. In the event that, after Closing, Owner receives any payments of rent or other sums due from tenants under Leases that relate to periods from and after Closing, Owner shall promptly forward to Highwoods' its portion of such payments. It is agreed by Highwoods that the sums to be paid by tenants or licensees, disturb their possession referred to in this Section 12.03 shall include all property operation costs "pass throughs" for the year 1996 not paid on a monthly basis but rather at the end of their leased premises, seek any involuntary bankruptcy of any tenant or licenseea calendar year after being invoiced therefor. These sums shall be paid to Owner in cash when paid by tenants. Highwoods shall use reasonable effort to invoice tenants for "pass throughs" as promptly as is practicable after Closing. If Highwoods has not collected and remitted such "pass throughs" within one hundred twenty (120) days after the Closing, or take any non-judicial action that initiated litigation within such one hundred twenty (120) day period which is calculated diligently pursued to materially interfere with such tenants’ completion, Owner shall be entitled to pursue the same and to retain all amounts which it is able to collect in connection therewith. Additionally, all paid rents, or licensee’s ability to operate their businesses and satisfy their obligations unpaid rents due under their the Ground Leases or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior to the Closing Datebe prorated in cash.

Rents. All rents, percentage rents, common area charges, operating expenses, real estate taxes, parking charges and other costs or charges paid by tenants under the Leases and licensees under the Licenses 3.1. Subtenant shall pay to Sublandlord rent (collectively, “RentsBase Rent”) at the Sublease Base Rental Rate, payable in equal monthly installments in advance on the Rent Commencement Date and on the first day of each month thereafter, pro-rated for any partial month. Upon execution of this Sublease, Subtenant shall be prorated as make an advance payment of the Apportionment Time (as defined below), one month’s Base Rent to the extent actually collected by Seller prior to the Closing Date. All Rents received from tenants or licensees after Closing by Seller or Purchaser will first be applied to such charges as are then due the first full month’s Base Rent. For purposes of this Sublease, (a) the “Rent Commencement Date” is the day that is thirty (30) days after the last day of the Early Access Period, and (b) the “Early Access Period” is the period commencing on the Commencement Date and ending on the date that is the earliest to occur of (i) fourteen (14) days after the Commencement Date, (ii) the date upon which Subtenant commences the operating of its business within the Sublease Premises; and (iii) the date upon which Subtenant substantially completes its wiring/cabling work and other initial work in the Sublease Premises. 3.2. Commencing on January 1, 2017, Subtenant shall pay to Sublandlord additional rent equal to Subtenant's Proportionate Share of all amounts payable by Sublandlord attributable to increases in Tax Expenses above Tax Expenses for the month Sublease Real Estate Taxes Base Year. 3.3. Commencing on January 1, 2017, Subtenant shall pay to Sublandlord additional rent equal to Subtenant's Proportionate Share of all amounts payable by Sublandlord attributable to increases in which Closing occurs Operating Expenses above Operating Expenses for the Sublease Operating Expenses Base Year. 3.4. Subtenant's payments under Section 3.2 in respect of Tax Expenses and prorated appropriately between the parties based Section 3.3 in respect of Operating Expenses shall be due on the Apportionment Time, dates on which Sublandlord's payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and then applied to shall be pro-rated for any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in full. For a period of nine (9) months after the Closing Date, Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts to collect from the tenants and licensees all Rents that are delinquent for the period prior to Closing. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue all rights and remedies against the applicable tenants partial month or licensees to recover such delinquenciesyear; provided, however, that Seller (except for subsequent continuing equal monthly payments) no such payment shall be due until ten (10) business 126547966 v6 days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and supporting documentation received by Sublandlord. 3.5. If Overlandlord shall issue to Sublandlord any credit or refund in respect of Tax Expenses or Operating Expenses relating to any period for which Subtenant is making corresponding payments under this Sublease, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord and (b) give to Subtenant a credit or refund equal to Subtenant's Proportionate Share of the portion of such credit or refund remaining after deducting therefrom: 3.5.1. the portion, if any, of such credit or refund resulting from any reduction in Tax Expenses to an amount less than the Tax Expenses for the Sublease Real Estate Taxes Base Year or any reduction in Operating Expenses to an amount less than the Operating Expenses for the Sublease Operating Expenses Base Year, and 3.5.2. any reasonable costs and expenses, including reasonable attorneys’ fees, incurred by Sublandlord in connection with obtaining such credit or refund, except to the extent such costs and expenses are reimbursed by Overlandlord to Sublandlord pursuant to the Xxxxxxxxx. 3.6. If the amount of Tax Expenses for the Sublease Real Estate Taxes Base Year or the amount of Operating Expenses for the Sublease Operating Expenses Base Year shall be reduced (by reason of assessment reduction, audit, or otherwise), the reduced amount shall be used in computing Subtenant’s liability under Section 3.2 or 3.3, with respect to periods after such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within ten (10) business days of Sublandlord’s xxxx therefor which shall be accompanied by a copy of the supporting documentation received by Sublandlord. Any overpayment of Operating Expenses or Tax Expenses by Subtenant shall be credited by the Sublandlord to the account of the Subtenant. 3.7. At Subtenant’s expense, upon Subtenant’s written request, Sublandlord shall (if it has not already done so for the applicable period and if Sublandlord then still has the right under the Xxxxxxxxx to do so for the applicable period) conduct a review and/or audit of Overlandlord’s books and records as permitted by, and subject to the restrictions of, Section 5.3 of the Original Xxxxxxxxx. Notwithstanding the foregoing, Subtenant shall not have such right if Subtenant is then in default under this Sublease, and Sublandlord may require a deposit to cover its costs of conducting a review and/or audit as a condition to commencing any such review and/or audit. 3.8. Subtenant shall, within fifteen (15) days of written demand, pay or reimburse Sublandlord for all amounts payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. 126547966 v6 3.9. As used herein the term "additional rent" shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Base Rent, and the term "rents" shall refer to Base Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.10. Subtenant shall promptly pay all rents as and when the same shall become due and payable without set‑off, offset or deduction of any kind whatsoever and, if Subtenant fails to pay any additional rent when due (subject to any notice and cure periods contained in the Incorporated Provisions, as the same may be limited by Section 5.6 hereof), Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non‑payment of Base Rent. 3.11. Sublandlord's failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord's failure to make a demand under this Sublease, shall not be entitled to dispossess such tenants or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy of any tenant or licenseea waiver of, or take cause Sublandlord to forfeit or surrender, its rights to collect any non-judicial action that is calculated rents which may have become due pursuant to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licensesthis Sublease. As used herein, Subtenant's liability for rents accruing during the term “Apportionment Time” of this Sublease, and Sublandlord's obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, shall mean 11:59 p.m. Pacific time on survive the date immediately prior to the Closing Dateexpiration or sooner termination of this Sublease.

Rents. All rents3.1 Subtenant shall pay to Sublandlord rent (“Base Rent”) at a rate per annum equal to the Sublease Base Rental Rate, percentage rentspayable in equal monthly installments in advance on the Commencement Date and on the first day of each month thereafter, common area chargespro-rated for any partial month. Provided that Subtenant shall not be in default in any material respect under this Sublease, operating expensesBase Rent shall be abated on the entire Sublease Premises for the following periods, real estate taxes(i) the one hundred five (105) day period commencing on the Nominal Commencement Date, parking charges (ii) the two (2) month period commencing on the first anniversary of the Nominal Commencement Date, and other costs (iii) the two (2) month period commencing on the second anniversary of the Nominal Commencement Date. 3.2 Commencing immediately after the Sublease Base Year and continuing for the balance of the term of this Sublease, Subtenant shall pay to Sublandlord Subtenant’s Share of the amount by which Operating Expenses or charges paid Variable Operating Expenses (as such terms are defined in the Xxxxxxxxx) exceed the Operating Expenses or Variable Operating Expenses for the Sublease Base Year. Subtenant’s payments under this Section 3.2 shall commence no earlier than January 1, 2007 and shall be made on an estimated basis (on the basis of reasonable, good faith estimates furnished by tenants Sublandlord) during each calendar year, subject to reconciliation after Overlandlord issues its related annual statement under Article 3 of the Xxxxxxxxx. Subtenant’s payments under this Section 3.2 shall be due on the dates on which Sublandlord’s payments under the Leases corresponding provisions of the Xxxxxxxxx are due to Overlandlord and licensees under the Licenses (collectively, “Rents”) shall be prorated as pro-rated for any partial month or year; provided, however, that (except for subsequent continuing equal monthly payments) no such payment shall be due until thirty (30) days after Sublandlord shall have furnished Subtenant with notice thereof. If Sublandlord shall receive from Overlandlord any credit or refund in respect of Operating Expenses or Variable Operating Expenses for any year after the Apportionment Time (as defined below)Sublease Base Year, Sublandlord shall give to the extent actually collected by Seller prior Subtenant a credit or refund to the Closing Date. All Rents received from tenants or licensees after Closing by Seller or Purchaser will first be applied to such charges as are then due for the month next subsequent monthly billing from Sublandlord to Subtenant in which Closing occurs and prorated appropriately between an amount equal to Subtenant’s Share of the parties based on the Apportionment Time, and then applied to credit or refund received from Overlandlord less Subtenant’s Share of any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in full. For a period of nine (9) months after the Closing Date, Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts to collect from the tenants and licensees all Rents that are delinquent for the period prior to Closing. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of such Rents, less third party, reasonable out-of-pocket costs reasonably and expenses, including reasonable attorneys’ fees, incurred by Purchaser Sublandlord in collecting connection with obtaining such delinquent rent, together credit or refund from Overlandlord. In no event shall the amount of the refund paid to Subtenant exceed the amount paid by Subtenant for Operating Expenses or Variable Operating Expenses with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent year. If the amount of the Operating Expenses or Variable Operating Expenses for the period Sublease Base Year is adjusted, the adjusted amount shall be used for computing Subtenant’s liability under this Section 3.2 with respect to all periods after such reduction and for recomputing Subtenant’s liability with respect to all periods prior to Closingsuch reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of all such prior periods within thirty (30) days of Sublandlord’s xxxx therefor. 3.3 Commencing immediately after the Sublease Base Year and continuing for the balance of the term of this Sublease, Seller Subtenant shall have pay to Sublandlord Subtenant’s Share of the right amount by which Taxes (as such term is defined in the Xxxxxxxxx) exceed Taxes for the Sublease Base Year. Subtenant’s payments under this Section 3.3 shall commence no earlier than January 1, 2007 and shall be made on an estimated basis (on the basis of estimates furnished by Sublandlord) during each calendar year, subject to pursue all rights reconciliation after Overlandlord issues its related annual statement under Article 3 of the Xxxxxxxxx. Subtenant’s payments under this Section 3.3 shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and remedies against the applicable tenants shall be pro-rated for any partial month or licensees to recover such delinquenciesyear; provided, however, that Seller (except for subsequent continuing equal monthly payments) no such payment shall be due until thirty (30) days after Sublandlord shall have furnished Subtenant with notice thereof. If Sublandlord shall receive from Overlandlord any credit or refund in respect of Taxes for any year after the Sublease Base Year, Sublandlord shall give to Subtenant a credit or refund to be applied to the next subsequent monthly billing from Sublandlord to Subtenant in an amount equal to Subtenant’s Share of the credit or refund received from Overlandlord less Subtenant’s Share of any reasonable out-of-pocket costs and expenses, including reasonable attorneys’ fees, incurred by Sublandlord in connection with obtaining such credit or refund from Overlandlord. In no event shall the amount of the refund paid to Subtenant exceed the amount paid by Subtenant for Taxes with respect to that year. If the amount of Taxes for the Sublease Base Year is adjusted, the adjusted amount shall be used for computing Subtenant’s liability under this Section 3.3 with respect to all periods after such reduction and for recomputing Subtenant’s liability with respect to all periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of all such prior periods within ten (10) days of Sublandlord’s xxxx therefor. 3.4 Subtenant shall, within thirty (30) days of written demand, pay or reimburse Sublandlord for all amounts payable under the Xxxxxxxxx arising out of any goods or services requested by Subtenant that are not included in services that Overlandlord is required under the Xxxxxxxxx to provide without additional charge, including (a) supplemental chilled or condenser water (but Subtenant shall not be entitled to dispossess such tenants any supplemental chilled or licenseescondenser water available to Sublandlord under the Xxxxxxxxx), disturb their possession (b) overtime HVAC (and Subtenant understands that if it requests overtime HVAC it shall be liable for the amount payable under the Xxxxxxxxx in respect of their leased premisesproviding the same to the entire floor on which the Sublease Premises are located), seek (c) extra cleaning, (d) overtime or dedicated freight elevator service, (e) keys, locks or signage, (f) construction of alterations, additions or improvements in or to the Sublease Premises, and (g) any involuntary bankruptcy of any tenant maintenance, repair or licensee, or take any non-judicial action that other service for which a separate charge is calculated made by Overlandlord. This Section 3.4 shall not be applicable to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. electricity which is covered by Article 9 below. 3.5 As used herein, herein the term “Apportionment Timeadditional rent” shall mean 11:59 p.m. Pacific refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Base Rent, and the term “rents” shall refer to Base Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time on to time designate in writing. Until Sublandlord shall otherwise direct in writing to Subtenant, rents shall be paid to The Xxxxxxx Xxxxx Group, Inc., Corporate Services-Financial Controls, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000. 3.6 Subtenant shall promptly pay all rents as and when the date immediately prior same become due and payable without setoff, offset or deduction of any kind whatsoever and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Base Rent. 3.7 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to issue a xxxx or demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during or pertaining to the Closing Dateterm of this Sublease shall survive the expiration or sooner termination of this Sublease.

Rents. All rents, percentage rents, common area charges, operating expenses, real estate taxes, parking charges The rents and other costs or charges paid by income collected from tenants under the Leases in effect on the Redemption Apportionment Date or otherwise (including without limitation parking revenues) shall be prorated and licensees adjusted as follows (all references to “Leases” in this Section 8.4.3 shall be deemed to refer to the Leases of space in City Xxxxxxxx Xxxxx, Xxxx Xxxx 0 & 0, XxxxXxxx 0 & 4 and San Xxxxxx Plaza in effect on the Redemption Apportionment Date): 8.4.3.1 All collected rent, and other collected income (and any applicable state or local tax on rent), which are collected on or prior to the Redemption Closing Date in respect of the month of Redemption Closing under leases in effect on the Licenses (collectively, “Rents”) Redemption Closing Date shall be prorated as of the Apportionment Time (as defined below)Redemption Closing Date, with CalSTRS to be credited with its pro rata share of all rent and other income applicable to the extent actually collected by Seller period of time on or prior to the Redemption Closing Date, and the Company or TPG to be credited with any rent and other income collected before the Redemption Closing Date but applicable to any period of time from and after the Redemption Closing Date. All Rents Uncollected rent and other income shall not be prorated on the Redemption Closing Date. Any rent received from tenants or licensees after the Redemption Closing by Seller or Purchaser will first be applied but attributable to such charges as are then due for the month in which the Redemption Closing Date occurs shall be prorated in accordance with the first sentence of this Section 8.4.3.1, with CalSTRS receiving a credit for its pro rata share of the rent and prorated appropriately between income for the parties based on period up to the Apportionment Time, Redemption Closing Date. The Company and then applied to any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in full. For a period of nine (9) months TPG shall apply rent and other income from tenants that are collected after the Redemption Closing Date first to the month in which the Redemption Closing Date occurs as provided for above, second to such amounts accruing on and after the Redemption Closing Date, Purchaser shall, at no out-of-pocket cost and third to it, cooperate with Seller’s efforts such amounts accruing prior to the Redemption Closing Date. CalSTRS shall not take action to collect from the any rent or other income owed by tenants and licensees all Rents that are delinquent for the period prior to Closing. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable with respect to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue all rights and remedies against the applicable tenants or licensees to recover such delinquencies; provided, however, that Seller shall not be entitled to dispossess such tenants or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy of any tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior to the Redemption Closing Date.

Rents. All base or minimum rents (the “Minimum Rents”), additional rents, percentage rents, common area chargesmaintenance expenses, operating expenses, real estate taxes, parking charges expenses and all other costs rents or charges paid by tenants under income pertaining to the Leases and licensees under the Licenses Property from all Tenants (collectively, the “Rents”) shall be prorated as of the Apportionment Time (as defined below)Proration Date between Seller and Purchaser based upon the respective days of ownership of Seller and Purchaser, to in the extent actually collected by Seller prior to the Closing Datemanner hereafter set forth: 7.3.2.1. All Minimum Rents received from tenants or licensees after for the calendar month of Closing by Seller or Purchaser will first shall be applied to such charges as are then due prorated for the month in which Closing occurs and prorated appropriately between if collected on or before the parties based on Proration Date. There shall be no proration or adjustment for any past due Minimum Rents. Seller shall reimburse Purchaser at Closing for all Minimum Rents prepaid to Seller for any period after the Apportionment Timecalendar month during which the Closing occurs. 7.3.2.2. Purchaser shall be credited with the amount of all operating expenses, common area maintenance, insurance, Taxes, and then applied all other reimbursements from Tenants (collectively, the “Tenant Contributions”) for the month of Closing received by Seller and attributable to any delinquencies in their reverse order period following the Proration Date. Neither Seller nor Purchaser shall receive credit at Closing for any payments or obligations for any Tenant Contributions due but not paid as of accrual until such delinquencies have been satisfied in fullthe Proration Date. For a At the time of the final calculation and collection from Tenants of Tenant Contributions for the period of nine (9) months after including the Closing Date, whether in the nature of a reconciliation payment or full payment, in arrears or otherwise, there shall be a reproration between Seller and Purchaser shallwith respect to the Tenant Contributions. Such reproration shall not be made on the basis of a per diem method of allocation, at no out-of-pocket cost but shall instead be apportioned between Seller and Purchaser on the basis of the relative share of actual expenses in question incurred by Seller and Purchaser during the Lease year in question. To the extent that any Lease requires any Tenant to itmake a lump sum payment to Seller after the Closing Date based upon actual Taxes, cooperate with Seller’s efforts to collect from the tenants and licensees all Rents that are delinquent operating or similar expenses for the period prior Property during the year in which Closing occurs, such lump sum payment shall be prorated between Seller and Purchaser, as follows: (a) payments for items such as Taxes which are allocable equally over the year shall be prorated in proportion to the number of days during such year for which Seller and Purchaser owned the Property, and (b) payments such as operating expenses which fluctuate during the year shall be prorated as necessary to reflect the expenditures actually made by Seller and Purchaser in connection with the expense to which such payments apply. At Closing. , Seller and Purchaser shall remit to Seller any Rents received mutually and in good faith estimate the amount, if any, by Purchaser subsequent to Closing which are attributable to tenants have overpaid Tenant Contributions for periods prior to the Closing within ten (10) Business Days from Purchaser’s receipt Date and, at Closing, Purchaser shall receive a credit in the amount of such Rentsestimate. Notwithstanding the foregoing, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit continue to be responsible for the amount of such over payments if such credit funds shall be insufficient to pay the same. If and when Purchaser collects any past due Rents or Tenant Contributions after Closing, after reimbursement to Purchaser for collection expenses, such net past due Rents or Tenant Contributions collected shall be applied first to any Rents received by Seller subsequent amounts owing to Closing which are attributable to periods Purchaser for any period from and after Closing the Closing, then to Seller for past due Rents or Tenant Contributions in order of due date. If any delinquent Rents or Tenant Contributions due Seller is not paid by the Tenant within ten ninety (1090) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for days after the period prior to Closing, Seller shall have retain the right to pursue all rights and any remedies of Seller against the applicable tenants Tenants after Closing for any delinquent Rents or licensees Tenant Contributions owed to recover such delinquencies; providedSeller, however, that Seller shall not be entitled to dispossess such tenants except for dispossessory or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy of any tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior to the Closing Datedistress proceedings.

Rents. All rentsSupplementing subsection (a) above, additional or escalation rent based upon: (x) a percentage rents, common area charges, operating expenses, of sales or (y) tenant’s share of real estate taxes, parking charges and other operating expenses (including insurance), labor costs, costs of living indices or charges paid by tenants under the Leases and licensees under the Licenses xxxxxx’x wages (collectively, “RentsOverage Rent”) shall be prorated adjusted and pro-rated, subject to subsection (iv) below, on an if, as of the Apportionment Time (as defined below), and when collected basis. The following shall apply to the extent actually collected by Seller prior Overage Rent is billed on the basis of Sellers’ estimates or an annual budget, which is subject to subsequent reconciliation and readjustment with each such tenant at the end of the applicable year: Notwithstanding anything to the Closing Date. All Rents received from tenants or licensees after Closing by Seller or Purchaser will first contrary contained herein, Sellers shall be applied to such charges as are then due responsible for the month reconciliation of the Overage Rent paid by the tenants for calendar year 2015 in which Closing occurs the ordinary course of their business and prorated appropriately between there shall be no credit or charge to the parties based on Purchaser for any such amounts. Purchaser shall use commercially reasonable efforts to collect any Overage Rent attributable to calendar year 2015 after Sellers deliver the Apportionment Time, 2015 reconciliations to the tenants and then applied to any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in fullPurchaser. For a period of nine Within ninety (990) months after days following the Closing Date, Sellers shall provide Purchaser shallwith a reconciliation statement for the portion of the 2016 calendar year up until the Closing Date, at no with all necessary supporting documentation, as to the Overage Rent paid by the tenants for such period. Such reconciliation statement shall indicate any difference between the Overage Rent paid by the tenants (based on each Seller’s annual 2016 budget for real estate taxes and operating expenses) and the amount that should have been paid by the tenants through the Closing Date (based on the actual expenses covering such time period); If Sellers have collected more on account of such Overage Rent than such actual amount for such time period (with it being acknowledged that such calculation shall be made only with respect to actually collected Overage Rent sums for such time period, and not any such sums that may be so receivable from tenants), then the amount of such difference shall be paid to Purchaser; If Sellers have collected less from the tenants for Overage Rents than the actual amounts for such time period, then the amount of such under-collected Overage Rents shall be paid and delivered to Sellers if, as and when collected. If, on the Closing Date, there are any unpaid Overage Rents for the month of Closing (or other period during which the Closing Date occurs) or past due Overage Rents owing by any tenants for any prior period, Overage Rents collected by Purchaser after the Closing Date from such tenants will be applied first, to the actual out-of-pocket cost to it, cooperate with Seller’s efforts to collect from the tenants and licensees all Rents that are delinquent for the period prior to Closing. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of such Rents, less third party, out-of-pocket party costs reasonably incurred by Purchaser in collecting such delinquent rentpast due Rents; second, together with appropriate supporting documentation. Seller shall remit to the month of Closing; third to amounts due Purchaser any Rents received by Seller subsequent for periods following the month in which the Closing occurred; and fourth, to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent amounts due Sellers for the period prior to Closing, Seller shall have the right to pursue all rights and remedies against the applicable tenants or licensees to recover such delinquencies; provided, however, that Seller shall not be entitled to dispossess such tenants or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy of any tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately months prior to the month in which the Closing Dateoccurred. Purchaser shall be solely responsible for performing any Overage Rent reconciliations with tenants under the Leases with respect to the entire calendar year in which the Closing occurs. Purchaser shall include in any Operating Expense reconciliations with the tenants under the Leases copies of any applicable billing statements and invoice back-up provided by Sellers for operating expenses incurred by Sellers during the period of Sellers’ ownership of the Properties, and shall use commercially reasonable efforts to collect from tenants all amounts due to each Seller; Notwithstanding anything in this Section 11.3(b) to the contrary, the recoveries and expenses for any Overage Rent for tenants that pay Overage Rent on an annual basis shall be prorated on an accrual basis as of Closing; and Any prorations relating to Overage Rent proposed by either party shall be subject to the other party’s review and reasonable approval. Upon written request of either party to the other delivered on or before the earlier of December 30, 2016 and the date that is twelve (12) months after Closing, Overage Rent shall be reprorated as of Closing.”

Rents. All rentsfixed and additional rentals under the Tenant Leases (including gross-up amounts for excise taxes), percentage rents, common area charges, operating expenses, real estate taxes, parking charges refundable security deposits (except as hereinafter provided) and other costs or tenant charges paid by tenants under the Leases and licensees under the Licenses (collectively, “Rents”) shall be prorated as between Buyer and Seller, Seller being charged and credited for all of the Apportionment Time (as defined below), same allocable to the extent actually collected by period up to the Closing Date and Buyer being charged and credited for all of the same allocable to the period from and after the Closing Date. Seller shall be entitled to retain all paid rent and other items allocable to the period prior to the Closing. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods from and after the Closing Date and all refundable cash security deposits listed on Exhibit K which are not applied or forfeited prior to the Closing Date pursuant to the Tenant Leases to Buyer on the Closing Date. All Rents Except for any Government Tenant (defined herein below), rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date. Buyer shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default under any Tenant Lease). To the extent Buyer receives rents (or income in connection with other tenant charges) on or after the Closing Date, such payments shall be applied first toward the rent (or other tenant charge) owed to Buyer in connection with the Tenant Leases for which such payment are received, then for rent (or other tenant charges) for the month in which the Closing occurs, and then to any delinquent rents (or other tenant charges) owed to Seller, with Seller’s share thereof being promptly delivered to Seller; provided, however, that any year-end or similar reconciliation payment shall be allocated in accordance with the charges (and in the case of tenant reimbursements, the underlying expenses) in Seller’s and Buyer’s respective periods of ownership. Buyer may not waive any delinquent rents nor modify any Tenant Lease after the Closing Date so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts owing to Seller for which Seller did not receive a credit at Closing (but shall not be entitled to terminate such Tenant Lease or such tenant’s right to possession); provided however (x) in no event shall Seller have the right to pursue any remedy against Whole Foods or Long’s Drugs (CVS) (but Seller shall have the right to contact such tenants to demand payment of delinquent amounts); and (y) with respect to any tenants for whom Seller seeks amounts due it that Seller is allowed to pursue hereunder, Seller shall first provide written notice to Buyer that it intends to collect such amounts (a “Collection Notice”), in which event the Buyer shall have thirty (30) days after receipt of such Collection Notice to collect such amounts in the ordinary course of its business. In the event the amounts pursuant to a Collection Notice are not fully collected within thirty (30) days after Buyer’s receipt of such Collection Notice, Seller may pursue remedies for such sums due it from tenants, provided Seller shall not attempt to terminate any Lease or evict any Tenant. Buyer shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be required to litigate or declare a default under any Tenant Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. With respect to any government tenant under a Tenant Lease that customarily pays rent one (1) months in arrears (a “Government Tenant”), Buyer and Seller acknowledge and agree that amounts received after the Closing Date from tenants or licensees after Closing by Seller or Purchaser will such Government Tenant shall first be applied to such charges as are then rent (and other tenant charges) due for the month in which Closing occurs and prorated appropriately between the parties based on the Apportionment Timeoccurs, and then applied to for any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in full. For a period of nine delinquent rents (9or other tenant charges) months after the Closing Date, Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts to collect from the tenants and licensees all Rents that are delinquent for the period prior to Closing. Purchaser shall remit owed to Seller any Rents received by Purchaser subsequent in an total amount not to Closing which are attributable to periods prior to Closing within ten exceed one (101) Business Days from Purchaser’s receipt month of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit then to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from Buyer for all current rent (and after Closing within ten (10other tenant charges) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue all rights and remedies against the applicable tenants or licensees to recover such delinquencies; provided, however, that Seller shall not be entitled to dispossess such tenants or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy of any tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior to the Closing Datedue Buyer.

Rents. All rentsThe following items shall be prorated on an accrual basis up to and including the Proration Date, percentage rents, common area charges, on the basis of the most recent ascertainable amounts thereof or on the basis of such other reasonably reliable information with respect thereto: (i) current and advance rental payments under the Leases; (ii) operating expenses, real estate taxes, parking charges expense and insurance escalations and adjustments and other costs or charges paid payable by tenants the Tenant to the landlord under the Leases and licensees under Lease, excluding any contributions toward the Licenses payment of Taxes (collectively, “Rents”"Expense Contributions"); (iii) any utility charges and deposits made by Seller with respect to utilities for which the landlord under the Lease is responsible; and (iv) all other items of accrued or prepaid income and expenses, other than delinquent rental payments under the Lease. Such prorations shall be prorated as not account for or reflect any of the Apportionment Time (as defined below), foregoing items to the extent actually collected by Seller prior to Tenant is delinquent in payment of the Closing Datesame. All Rents received from tenants or licensees after Closing by Seller or Purchaser will first be applied to such charges as are then due When actual Expense Contributions for the month year in which Closing occurs are known (and the year preceding the year in which Closing occurs if such amounts are not known at Closing), Purchaser shall xxxx the Tenant for the additional amount, if any, owed by such Tenant as a result of non-payment or underpayment of the Tenant's share of Expense Contributions for the year to which such Expense Contributions apply under the Tenant's Lease. Upon collection of such amounts the same shall be prorated appropriately between the parties based on the Apportionment TimeSeller and Purchaser, and then applied to any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in full. For a period of nine (9) months after the Closing Date, Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts to collect from the tenants and licensees shall pay Seller all Rents that are delinquent amounts due Seller for the period prior to Closingthe Proration Date as soon as reasonably practical. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received In the event that the Expense Contributions collected by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior up to Closingand including the Proration Date exceed the actual Expense Contributions for such period, Seller shall pay to Purchaser an amount equal to the excess of the Expense Contributions collected over the actual Expense Contributions for such period as soon as reasonably practical after such Expense Contributions are known. Seller shall have the right to pursue inspect the books and records of the Subject Property to verify that Purchaser is remitting to Seller all rights amounts to be remitted to Seller according to the terms of this Agreement, and remedies against for any other purpose related to Seller's prior ownership of the applicable tenants or licensees Subject Property. Notwithstanding the foregoing, if the amounts to recover such delinquencies; providedbe prorated hereunder can be established with reasonable certainty at Closing, howeverthe appropriate party shall receive credit therefor at Closing, that Seller which credit shall not be entitled to dispossess such tenants or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy final and in lieu of any tenant proration contemplated hereby. (i) to Seller for amounts due or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately accrued from Tenant prior to the Proration Date, then (ii) the balance to Purchaser. If Purchaser recovers any such delinquent amounts, the same shall be distributed in the following order of priority: (i) to Purchaser for amounts due or accrued from Tenant from and after the Closing Date, then (ii) the balance to Seller, provided the same has not previously been credited to Seller as provided above.

Rents. All rents, percentage rents, common area charges, operating expenses, real estate taxes, parking charges collected rents and other costs or charges paid by payments from tenants under the Leases and licensees under the Licenses (collectively, “Rents”) leases shall be prorated between Seller and Buyer as of the Apportionment Time (as defined below), to the extent actually collected by Seller day prior to the Closing Date. All Rents received from tenants or licensees after Closing by Seller or Purchaser will first shall be applied entitled to such charges as are then due for the month in which Closing occurs all rents (including any percentage rent, additional rent and prorated appropriately between the parties based on the Apportionment Timeany accrued tax and operating expense reimbursements and escalations), charges, and then applied other revenue of any kind attributable to any delinquencies in their reverse order period under the Leases to but not including the Closing Date. Buyer shall be entitled to all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges and other revenue of accrual until such delinquencies have been satisfied in full. For a any kind attributable to any period of nine (9) months under the Leases on and after the Closing Date. Rents and expense escalations or other reimbursements due landlord under the Leases not collected as of the Closing Date shall not be prorated at the time of Closing, Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts but Buyer shall make a good faith effort to collect from the tenants same on Seller's behalf and licensees all Rents that are delinquent for to tender the period prior to Closing. Purchaser shall remit same to Seller any Rents received by Purchaser subsequent to upon receipt (which obligation of Buyer shall survive the Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue all rights and remedies against the applicable tenants or licensees to recover such delinquenciesnot be merged therein); provided, however, that all rents, escalations and other reimbursements due landlord under the Leases collected by Buyer on or after the Closing Date shall first be applied to all amounts due under the Leases at the time of collection (i.e., current rents and sums due Buyer as the current owner and landlord) with the balance (if any) payable to Seller, but only to the extent of amounts delinquent and actually due Seller. Buyer shall not have an exclusive right to collect the sums due Seller under the Leases and Seller hereby retains its rights to pursue any tenant under the Leases for sums due Seller for periods attributable to Seller's ownership of the Property; provided, that Seller shall not be entitled to dispossess such tenants or licensees, disturb their possession of their leased a tenant's possessory right in its premises, seek any involuntary bankruptcy of any tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations . Seller's rights under their Leases or Licenses. As used herein, the term “Apportionment Time” immediately preceding sentence shall mean 11:59 p.m. Pacific time on the date immediately prior to survive the Closing Dateand not be merged therein. Buyer shall receive a credit against the Purchase Price for pre-paid rentals held by Seller covering the period post-Closing.

Rents. All rents, percentage rents, common area charges, operating expenses, real estate taxes, parking charges and other costs or charges paid by tenants under the Leases and licensees under the Licenses (collectively, “Rents”) shall be prorated as of the Apportionment Time (as defined below), Notwithstanding anything to the extent actually collected contrary herein, all Rents and Charges shall belong to and be paid over to the applicable Lessor by Seller prior to the applicable Lessee on the Closing Date. All Rents received from tenants or licensees after Closing by Seller or Purchaser will first Minimum Rent shall be applied to such charges as are then due for prorated based upon the actual number of days in the month in which the Closing occurs occurs. For purposes of prorating any Additional Rent payable under any Master Lease with respect to any applicable Property, the following shall apply: (a) To the extent Additional Rent payable for the then-current Lease Year for any Property is calculated and prorated appropriately between the parties based determined on the Apportionment Timebasis of a percentage of Gross Revenues in excess of the applicable Base Gross Revenues, such Additional Rent with respect to such Property shall be equal to the applicable percentage of Gross Revenues for such Property for such Lease Year in excess of the applicable Closing Breakpoint. For purposes of the foregoing, the “Closing Breakpoint” shall mean the applicable Base Gross Revenues multiplied by a fraction the numerator of which is the number of days in the current Lease Year for such applicable Property through, but not including the Closing Date, and then applied that the denominator of which is three hundred sixty-five (365). (b) To the extent Additional Rent payable for the then-current Lease Year for any Property is calculated and determined on the basis of an increase in the Cost of Living Index, such Additional Rent shall be determined and paid in accordance with the applicable provisions of the applicable Master Lease for the number of days in such Lease Year through, but not including, the Closing Date. (c) In the event that the amount of Additional Rent payable under such Lease Year is subject to either a floor or a ceiling, the amount of such floor or ceiling, as the case may be, shall also be prorated based upon a three hundred sixty-five (365) day year. (d) Buyer and Sellers shall cooperate to estimate the proration amount for Additional Rent as of the Closing in good faith, and shall submit such amount to Escrow Holder at least one (1) business day prior to the Close of Escrow. In determining such proration amount, Buyer shall be credited with any delinquencies in their reverse order payments on account of accrual until such delinquencies have been satisfied in fullAdditional Rent previously paid to the applicable Lessor for the applicable current Lease Year. For a period of nine Within thirty (930) months days after the Closing Date, Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts to collect from the tenants and licensees all Rents that are delinquent for the period prior to Closing. Purchaser Buyer shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue all rights and remedies against cause the applicable tenants or licensees Lessee to recover such delinquencies; provided, however, that Seller shall not be entitled to dispossess such tenants or licensees, disturb their possession make a final calculation of their leased premises, seek any involuntary bankruptcy of any tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior Additional Rent up to the Closing Datefor each applicable Property, and deliver to Sellers an Officer’s Certificate (as defined in the applicable Master Lease) setting forth the calculation thereof. Buyer shall promptly pay or cause the applicable Lessee to pay to Sellers, or if directed by Sellers, to the applicable Lessor, any deficiency in the payment of Additional Rent for each applicable Property, and Sellers shall promptly pay to Buyer or, if directed by Buyer, to the applicable Lessee, the amount of any overpayment of Additional Rent for any applicable Property. (e) The obligation to prorate and pay Additional Rent for each applicable Property shall survive the Closing. (f) Notwithstanding anything to the contrary in this Agreement or any Related Property Purchase Agreement, to the extent the “Leased Property” (as defined in the applicable Master Lease) of any “Facility” (as defined in the applicable Master Lease) is being sold by an applicable Seller or its Affiliates pursuant to a Related Purchase Agreement, all Rent and Charges shall nevertheless be paid over to the applicable Lessor pursuant to this Agreement by the applicable Lessee on the Closing Date and all Minimum Rent and Additional Rent shall be prorated under this Agreement, as if such “Leased Property” of such Facility is being conveyed hereunder, as provided herein and not under any Related Purchase Agreement, but such proration shall nevertheless be reflected on the Closing Settlement Statements being executed and delivered in connection with each Related Purchase Agreement Closing.

Rents. All rents(a) Purchaser will receive a credit for all prepaid Rents, if any, paid by any tenants. Rents under the Leases will be adjusted and pro rated on an “if as and when collected” basis. If, on the Closing Date, there are any unpaid rents for the month of Closing or past due Rents owing by any tenant for any prior period, Rents collected by Purchaser after the Closing Date from such tenants will be applied first, to amounts due Purchaser for periods following the month in which the Closing occurred, second, to the month of Closing; third, to amounts due Seller for the month prior to Closing; and fourth, to amounts due Seller for periods prior to the month before the Closing occurred. The party receiving such amount shall pay to the other party the portion to which it is entitled, within ten (10) days of its receipt of same. (b) Supplementing subsection (a) above, additional or escalation rent based upon: (x) a percentage rents, common area chargesof sales or (y) tenant’s share of real estate taxes, operating expenses, real estate taxeslabor costs, parking charges and other costs of living indices or charges paid by tenants under the Leases and licensees under the Licenses xxxxxx’x wages (collectively, “RentsOverage Rent”) shall be prorated adjusted and pro rated on an if, as of the Apportionment Time (as defined below), and when collected basis. The following shall apply to the extent actually collected by Seller Overage Rent is billed on the basis of Landlord’s estimates or an annual budget, which is subject to subsequent reconciliation and readjustment with each such tenant at the end of the applicable year: (i) At least five (5) business days prior to the Closing Date. All Rents received from tenants or licensees after Closing by , Seller or shall provide Purchaser will first be applied to such charges as are then due with a reconciliation statement for the then current calendar year through the end of the calendar month in which Closing occurs and prorated appropriately between the parties based on the Apportionment Time, and then applied to any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in full. For a period of nine (9) months after preceding the Closing Date, Purchaser shallwith all necessary supporting documentation, at no out-of-pocket cost as to it, cooperate with the Overage Rent paid by the tenants for the then current calendar year. Such reconciliation statement shall indicate any difference between the Overage Rent paid by the tenants (based on Seller’s efforts then current annual budget for real estate taxes and operating expenses) and the amount that should have been paid by the tenants through the Closing Date (based on the actual expenses covering such time period); (ii) If the Seller has collected more on account of such Overage Rent than such actual amount for such time period (with it being acknowledged that such calculation shall be made only with respect to collect actually collected Overage Rent sums for such time period, and not any such sums that may be so receivable from tenants), then the amount of such difference shall be credited to Purchaser at the Closing; (iii) If Seller has collected less from the tenants for Overage Rents than the actual amounts for such time period, then the amount of such under-collected rents shall be paid and licensees all Rents that are delinquent delivered to Seller; (iv) Any Seller proposed prorations relating to Overage Rent shall be subject to Purchaser’s review and reasonable approval. Subject to Section 11.6 hereof, there shall be no reproration of Overage Rent after the Closing. (c) The provisions of this Section 11.4 (except for taxes and any supplemental or revised property tax xxxx relating to the period prior to Closing. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue all rights and remedies against the applicable tenants or licensees to recover such delinquencies; provided, however, that Seller shall not be entitled to dispossess such tenants or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy of any tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior to the Closing Date) shall survive the Closing and the delivery of the Deed for a period of six (6) months from the Closing Date; however, the proration or adjustment of taxes and any supplemental or revised property tax xxxx relating to the period prior to the Closing Date shall survive the Closing and the delivery of the Deed for a period of two (2) years from the Closing Date.

Rents. All rentsRents (including, percentage rentswithout limitation, estimated pass-through payments, payments for common area charges, operating expenses, real estate taxes, parking maintenance reconciliations and all additional charges and other costs or charges paid payable by tenants under the Leases and licensees under the Licenses Leases, (collectively, “Rents”)) collected by Seller prior to Closing shall be prorated as of the Apportionment Time (as defined below), to Closing Date on the basis the number of days in the calendar month in which the Closing Date occurs. To the extent actually collected by there are any Rents owing to Seller as of the Closing which relate to periods of time prior to the Closing Date, but which have not actually been collected by Seller as of the Closing (“Delinquent Rents”), Purchaser shall not be obligated to pay to Seller (or give Seller a credit for), the amount of such Delinquent Rents on the Closing. All Rents which are received from tenants or licensees after Closing by Seller or Purchaser will first after the Closing Date shall be applied applied: first, to such charges as are then amounts due and owing to Seller and Purchaser respectively for the month in which the Closing occurs, second, to amounts due and owing to Purchaser for periods of time from and after the month in which the Closing occurs and prorated appropriately between the parties based on the Apportionment Timethird, and then applied to any delinquencies other Delinquent Rents due to Seller for periods of time prior to the month in their reverse order of accrual until such delinquencies have been satisfied in full. For a period of nine (9) months after which the Closing Dateoccurs. Unless Purchaser elects in its sole discretion to pay Seller the applicable Delinquent Rents payable to Seller pursuant hereto, Purchaser shallmay not waive any Delinquent Rents, at no out-of-pocket cost nor modify a Lease so as to itreduce any Delinquent Rents which are owed under such Lease, cooperate with for any period in which Seller is entitled to receive such charges or amounts, without first obtaining Seller’s efforts prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Seller and Purchaser hereby agree to collect from the tenants and licensees all Rents that are delinquent for the period prior to Closing. Purchaser shall promptly remit to Seller the other the amount of any Rents received by Purchaser subsequent and owing to Closing which are each other pursuant to the provisions of this Section 4.2.4. Notwithstanding the foregoing, “true up” payments received from tenants attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt a year-end reconciliation of such Rents, less third party, outactual and budgeted pass-of-pocket costs reasonably incurred by through payments shall be allocated among Seller and Purchaser pro rata in collecting such delinquent rent, together accordance with appropriate supporting documentationtheir respective period of ownership as set forth in Section 4.2.5 below. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, including, without limitation, the right to pursue collect (without eviction or termination of a Lease) the same from the tenants and/or third parties responsible for payment of such Delinquent Rents, which right shall include, without limitation, the right to file one or more claims or causes of action that are permitted pursuant to applicable law, but not a claim for eviction. Purchaser agrees that it shall use commercially reasonable efforts to collect all rights pass-through rents payable by tenants and remedies against the applicable tenants or licensees to recover such delinquencies; any Delinquent Rents (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing Delinquent Rents). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall not be entitled retain the actual cash deposits. Seller shall also transfer to dispossess such tenants Purchaser any security provided by a tenant under a Lease that is held in the form of letters of credit or licenseesother non-cash forms (the “Letters of Credit”) if the same are transferable, disturb their possession of their leased premises, seek any involuntary bankruptcy at Seller’s cost (including Seller’s payment of any third party transfer fees and expenses) to the extent the applicable Lease does not obligate tenant or licenseeto pay for such costs, or take fees and expenses. If any non-judicial action that of the Letters of Credit are not transferable, Seller shall request the tenants obligated under Letters of Credit to cause new letters of credit to be issued in favor of Purchaser in replacement thereof and in the event such a new letter of credit is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used hereinnot issued in favor of Purchaser by Closing, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior parties will nonetheless proceed to the Closing Dateand Purchaser shall diligently pursue such replacement after Closing and Seller shall take all reasonable action, as directed by Seller and at Seller’s expense, in connection with the presentment of such Letters of Credit for payment as permitted under the terms of the applicable Lease. In consideration of Seller’s foregoing agreement, Purchaser shall indemnify, defend and hold Seller harmless from any liability, damage, loss, cost or expense resulting from an alleged wrongful drawing by Purchaser upon any of the Letters of Credit after the Closing.

Rents. All rents and other payments from tenants under the Space Leases affecting the Specified Assets or Operating Partnership's or its Affiliate's interest in the Joint Venture Owned Property shall be prorated between the applicable Property Owner and the applicable Transferee as of 11:59 p.m. on the day immediately preceding the Specified Assets Closing Date. Each Property Owner shall be entitled to all rents, percentage charges, and other revenue of any kind attributable to any period under the Leases affecting its Specified Assets to, but not including, the Specified Assets Closing Date. Each Transferee of a Fee Owned Property shall be entitled to all rents, common area charges, operating expenses, real estate taxes, parking charges and other costs or charges paid by tenants revenue of any kind attributable to any period under the Leases affecting its Specified Assets on and licensees after the Specified Assets Closing Date. The Joint Venture Interest Owner and the Transferee thereof shall prorate such rent, charges and other revenue attributable to the Joint Venture Owned Property on a similar basis in accordance with their interests. Rents or other reimbursements due landlord under the Licenses (collectively, “Rents”) shall be prorated Leases affecting Specified Assets not collected as of the Apportionment Time Specified Assets Closing Date shall not be prorated at the time of the Specified Assets Closing, but each applicable Transferee shall make a good faith effort (as defined below), which shall not include bringing legal action against a tenant) to collect the extent actually collected by Seller prior to the Closing Date. All Rents received from tenants or licensees after Closing by Seller or Purchaser will first be applied to such charges as are then due for the month in which Closing occurs and prorated appropriately between the parties based same on the Apportionment Time, applicable Seller's behalf and then applied to any delinquencies in their reverse order tender the same to Operating Partnership upon receipt (which obligation of accrual until such delinquencies have been satisfied in full. For Transferee shall survive the Specified Assets Closing and not be merged therein for a period of nine four (94) months after the Closing Date, Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts to collect from the tenants and licensees all Rents that are delinquent for the period prior to Closing. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue all rights and remedies against the applicable tenants or licensees to recover such delinquenciesmonths); provided, however, that Seller all rents, escalations and other reimbursements due landlord under the Leases affecting its Specified Assets collected by a Transferee on or after the Specified Assets Closing Date, less the reasonable costs of collection, shall not first be entitled applied to dispossess all amounts due under the Leases affecting its Specified Assets at the time of collection (i.e., current rents and sums due such tenants or licenseesTransferee as the current owner and landlord) with the balance (if any) payable to Operating Partnership, disturb their possession of their leased premises, seek any involuntary bankruptcy of any tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior but only to the Closing Dateextent of amounts delinquent and actually due to Operating Partnership. The owner of the Joint Venture Interest and the Transferee thereof shall treat rents and other reimbursements due landlord under the Leases affecting the Joint Venture Owned Property on a similar basis in accordance with their interests.

Rents. All rentscollected rents and other payments from tenants under ----- the Leases shall be prorated between Prudential and REIT OP as of 12:00 a.m. midnight on the Closing Date. Prudential shall be entitled to all rents (including any percentage rent, percentage rentsadditional rent and any accrued tax and operating expense reimbursements and escalations), common area charges, operating expenses, real estate taxes, parking charges and other costs or charges paid by tenants revenue of any kind attributable to any period under the Leases to but not including the Closing Date. REIT OP shall be entitled to all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations, subject to the provisions of Section 5.6), charges, ----------- reimbursements, payments, additional rent and other revenue of any kind derived from the Property (collectively, "RENTS") attributable to any period under the ----- Leases on and after the Closing Date. Rents due landlord under the Leases and licensees under the Licenses (collectively, “Rents”) shall be prorated not collected as of the Apportionment Time Closing Date shall not be prorated at the time of Closing, but REIT OP shall make a good faith effort to collect the same on Prudential's behalf and to tender the same to Prudential upon receipt (as defined below), to the extent actually collected by Seller prior to which obligation of REIT OP shall survive the Closing Date. All Rents received from tenants or licensees after Closing by Seller or Purchaser will first and not be applied to such charges as are then due for the month in which Closing occurs and prorated appropriately between the parties based on the Apportionment Time, and then applied to any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in full. For a period of nine (9) months after the Closing Date, Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts to collect from the tenants and licensees all Rents that are delinquent for the period prior to Closing. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue all rights and remedies against the applicable tenants or licensees to recover such delinquenciesmerged therein); provided, however, that Seller all Rents due landlord under the Leases and collected by -------- ------- REIT OP on or after the Closing Date shall first be applied to all amounts due under the Leases at the time of collection (i.e., current rents and sums due REIT OP as the current owner and landlord) with the balance (if any) payable to Prudential, but only to the extent of amounts delinquent and actually due Prudential. REIT OP shall not be entitled have an exclusive right to dispossess such tenants or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy of collect the sums due Prudential under the Leases and Prudential hereby retains its rights to pursue any tenant or licensee, or take under the Leases for sums due Prudential for periods attributable to Prudential's ownership of the Property; provided that by the retention of such rights Prudential shall not retain any non-judicial action that is calculated right to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their terminate any Leases or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior to after the Closing Date. Prudential's rights under the immediately preceding sentence shall survive the Closing and not be merged therein. REIT OP agrees to cooperate as Prudential may reasonably require (at Prudential's expense) to enable Prudential to pursue after Closing the collection of such amounts due Prudential from tenants, including making available to Prudential documents and records relating to such tenants' obligations. REIT OP shall receive a credit against the Contribution Price for pre-paid rentals held by Prudential under Leases covering the period post-Closing.

Rents. All rentsfixed rent, percentage rentsrent (“Percentage Rent”), common area charges, operating expenses, real estate taxes, parking charges maintenance (“CAM Charges”) and other costs reimbursement payments, and additional rent paid or charges paid payable by tenants Tenants under the Leases and licensees under the Licenses (collectively, “RentsRent”) shall be prorated as of the Apportionment Cutoff Time, except as otherwise provided herein. Seller will provide Buyer and Escrow Holder with a current rent roll as of the Closing Date to facilitate the computation of prorations. Any Rent received by Buyer or Seller after the Cutoff Time (as defined below), to the extent actually collected by Seller from any Tenant who owes Rent for periods prior to the Closing Date. All Rents received from tenants or licensees after Cutoff Time (“Delinquent Rent”), shall be applied, except as otherwise provided herein, (1) first, to Buyer, in an amount equal to the Rent currently due and payable post Closing by such Tenant to Buyer (2) second, to Seller or Purchaser will first be applied to such charges as are then due and Buyer for the Rent for the month in which Closing occurs and the Cutoff Time occurs, prorated appropriately between as of the parties based on Cutoff Time, (3) third, to Seller in an amount equal to Rent owed by such Tenant for all periods prior to the Apportionment Cutoff Time, and then applied (4) the balance, if any, to any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in fullBuyer. For a period of nine (9) months after the Closing Date, Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts to collect from the tenants and licensees all Rents that are delinquent for the period prior to Closing. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of such RentsDelinquent Rent, less third partyany costs of collection (including reasonable counsel fees and customary disbursements) reasonably allocable thereto, out-of-pocket costs reasonably incurred by Purchaser shall be prorated as provided above, and the party who receives such amount shall promptly pay over to the other party the portion thereof to which it is so entitled. In furtherance and not in collecting such delinquent rentlimitation of the preceding sentence, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent Tenant which has paid all Rent for periods through the period Closing, if, prior to the Closing, Seller shall receive any prepaid Rent from such Tenant attributable to a period following the Closing, at the Closing Seller shall pay over to Buyer the amount of such prepaid Rent. Notwithstanding the foregoing, Seller shall have the right right, upon notice to Buyer, to pursue all rights and remedies against Tenants to collect such Delinquent Rent (including, without limitation, the applicable tenants prosecution of one or licensees to recover such delinquencies; providedmore lawsuits), however, that but Seller shall not be entitled to dispossess evict (by summary proceedings or otherwise) any such tenants or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy of any tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior to the Closing DateTenants.

Rents. All rentscollected rents and other payments from tenants under the leases of the Facilities shall be prorated between Prudential and Meridian as of the day prior to the Adjustment Date. Prudential shall be entitled to all rents (including any percentage rent, percentage rentsadditional rent and any accrued tax and operating expense reimbursements and escalations), common area charges, and other revenue of any kind attributable to any period under the Leases to but not including the Adjustment Date. Meridian shall be entitled to all rents (including any percentage rent, additional rent and any accrued tax and operating expensesexpense reimbursements and escalations), real estate taxes, parking charges and other costs or charges paid by tenants revenue of any kind attributable to any period under the Leases on and licensees after the Adjustment Date. Rents and expense escalations or other reimbursements due landlord under the Licenses (collectively, “Rents”) shall be prorated Leases not collected as of the Apportionment Time Closing Date shall not be prorated at the time of Closing, but Meridian shall make a good faith effort to collect the same on Prudential's behalf and to tender the same to Prudential upon receipt (as defined below), to the extent actually collected by Seller prior to which obligation of Meridian shall survive the Closing Date. All Rents received from tenants or licensees after Closing by Seller or Purchaser will first and not be applied to such charges as are then due for the month in which Closing occurs and prorated appropriately between the parties based on the Apportionment Time, and then applied to any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in full. For a period of nine (9) months after the Closing Date, Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts to collect from the tenants and licensees all Rents that are delinquent for the period prior to Closing. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue all rights and remedies against the applicable tenants or licensees to recover such delinquenciesmerged therein); provided, however, that Seller all rents, escalations and other reimbursements due landlord under the Leases collected by Meridian on or after the Closing Date shall first be applied to all amounts due under the Leases at the time of collection (i.e., current rents and sums due Meridian as the current owner and landlord) with the balance (if any) payable to Prudential, but only to the extent of amounts delinquent and actually due Prudential. Meridian shall not have an exclusive right to collect the sums due Prudential under the Leases and Prudential hereby retains its rights to pursue any tenant under the Leases for sums due Prudential for periods attributable to Prudential's ownership of the Facilities; provided, however, that Prudential shall not be entitled permitted to dispossess such tenants commence or licensees, disturb their possession of their leased premises, seek pursue any involuntary bankruptcy of legal proceedings against any tenant seeking eviction of such tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations the termination of the underlying lease. Prudential's rights under their Leases or Licenses. As used herein, the term “Apportionment Time” immediately preceding sentence shall mean 11:59 p.m. Pacific time on the date immediately prior to survive the Closing Date.and not be

Rents. a) All rents, percentage rents, common area charges, operating expenses, real estate taxes, parking charges and other costs or charges paid by tenants under the Leases and licensees under the Licenses collected Rents (collectively, “Rents”as hereinafter defined) shall be prorated between Seller and Buyer as of 12:01 AM on the Closing Date. Subject to Section 5.1(e) and 5.1(f) below, Seller shall be entitled to all collected Rents, including Pre-Closing Rents (as hereinafter defined) attributable to any period prior to, but not including, the Closing Date. Buyer shall be entitled to all collected Rents attributable to any period on and after the Closing Date. After Closing, Buyer shall make a good faith effort to collect any Rents not collected as of the Apportionment Time Closing Date on Seller’s behalf and to tender the same to Seller upon receipt (which obligation of Buyer shall survive the Closing and not be merged therein); provided, however, that all Rents collected by Buyer on or after the Closing Date shall be applied as defined below)specified or directed by the Current Occupant (hereinafter defined) making such payment, and if not specified or directed by the applicable Current Occupant making such payment, shall be first be applied to all amounts due under the Leases or Temporary Occupancy and Ancillary Agreements at the time of collection (i.e., current Rents and sums due Buyer as the current owner and landlord) with the balance (if any) payable to Seller, but only to the extent of amounts delinquent and actually collected by due Seller. Buyer shall not have an exclusive right to collect the sums due Seller or the Property Owners under the Leases, and Seller hereby retains all rights to pursue claims against any Current Occupants (hereinafter defined) under Leases or Temporary Occupancy and Ancillary Agreements and Former Occupants (hereinafter defined) under Defaulted Agreements (hereinafter defined), in each case for sums due with respect to periods prior to the Closing Date including, without limitation, (A) Rents (hereinafter defined) reflected on an updated accounts receivable report for Current Occupants of the Properties dated as of the Closings Date. All , (B) Rents received and other amounts that may be recovered by, or on behalf of a Property Owner from tenants Current Occupants or licensees Former Occupants in the litigation or pre-litigation collection matters referenced on Schedules 5.1(a)-1, 5.1(a)-2 and 5.1(a)-3 (collectively, the “Pending Rent Litigation”), and (C) any Rents and other sums that are attributable to a period prior to the Closing Date but may be due and payable before or after the Closing by Seller or Purchaser will first be applied Date pursuant to a written deferral agreement between the applicable Property Owner and a Current Occupant (such charges as are then due sums under (A), (B) and (C), collectively, the “Pre-Closing Rents”); provided, however, that Seller: (i) shall keep the Buyer reasonably informed of Seller’s collection efforts involving Current Occupants; (ii) except for the month Pending Rent Litigation, shall be required to notify Buyer in writing of its intention to commence or pursue such legal proceedings against Current Occupants; (iii) except for the Pending Rent Litigation, shall only be permitted to commence or pursue any legal proceedings against Current Occupants after the date which Closing occurs and prorated appropriately between the parties based on the Apportionment Time, and then applied to any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in full. For a period of nine is three (93) months after the Closing Date, Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts to collect from the tenants ; and licensees all Rents that are delinquent (iv) except for the period prior to Closing. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of such RentsPending Rent Litigation, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue all rights and remedies against the applicable tenants or licensees to recover such delinquencies; provided, however, that Seller shall not be entitled permitted to dispossess such tenants commence or licensees, disturb their possession of their leased premises, seek pursue any involuntary bankruptcy of legal proceedings against any tenant seeking eviction of such tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licensesthe termination of the underlying Lease. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior to On the Closing Date., the Property Owners shall assign all or their respective right, title and interest in and to the Pre-Closing Rents (including the rights of the respective Property Owner in connection with the Pending Rent Litigation) to Seller or Seller’s designee pursuant to a written assignment in a form reasonably acceptable to both parties, which shall include a

Rents. All rents2.1 Throughout the Term of this Sublease, percentage rentsSubtenant shall pay, common area chargeson the first day of every month, operating expenseswithout prior notice or demand and without set-off or reduction, real estate taxesas rental for the Subtenant’s Premises, parking charges the sum equal to one-twelfth (1/12th) of the annual Sublease Rent, as hereinafter defined. If the Term commences on a date other than the first day of a month, Sublease Rent for the period commencing on the first day of the Term and other costs or charges paid by tenants under continuing for the Leases and licensees under the Licenses (collectively, “Rents”) remainder of such month shall be prorated as at the rate of one-three hundred sixtieth (1/360th) of the Apportionment Time annual Sublease Rent per day and shall be due and payable on the commencement of the Term. Sublease Rent is defined as the product of: (i) the annual per square foot cost incurred by Tenant in operating the Leased Premises, which is comprised of (a) the “Basic Rent” under the Lease (as defined belowthe same may from time to time be reduced pursuant to Section 37 of the Lease), (b) the “Operating Expenses” under the Lease, (c) net parking expenses, and (d) at any time that Tenant’s facilities department is providing facilities services to the extent actually collected Subtenant’s Premises as more particularly set forth in Section 7.13 below, the cost of facilities services; multiplied by Seller prior (ii) the agreed upon number of rentable square feet in the Subtenant’s Premises as provided in Recital B above. For calendar year 2003, the annual Sublease Rent shall be $24.00 per square foot. Thereafter, Tenant shall provide annual notice to Subtenant of any adjustment to the Closing DateSublease Rent. All Rents received from tenants or licensees after Closing Any such adjustment shall be solely the result of changes in the amount of the Basic Rent and/or Operating Expenses paid by Seller or Purchaser will first Tenant to Landlord in accordance with the Lease (other than charges for Tenant’s Insulation, which shall not be applied included), net parking expenses and/or changes in facilities services expenses. In the event there is a reconciliation adjustment to such charges as are then due Tenant’s Rent paid for the month in which Closing occurs Leased Premises (credit or additional billing due) during any calendar year, Tenant shall provide the reconciliation amount along with the annual notice that sets forth the Sublease Rent for the following year, and prorated appropriately appropriate payments shall be made between the parties based on within a reasonable time. In addition, Tenant shall provide detailed support of any adjustment to the Apportionment TimeSublease Rent, which may include, if requested by Subtenant, any applicable back-up reasonably obtainable from Landlord. 2.2 In the event that Subtenant timely requests in writing that Tenant exercise its right pursuant to Section 3(c) of the Lease to audit the Annual Operating Expense Statement for a particular year, and then applied delivers to any delinquencies Tenant concurrently therewith a statement setting forth Subtenant’s justification for auditing the Annual Operating Expense Statement for such year, Tenant shall in their reverse order of accrual until such delinquencies have been satisfied in fullgood faith consider Subtenant’s request. For If Tenant audits the Annual Operating Expense Statement for a period of nine (9) months after the Closing Dateparticular year at Subtenant’s request, Purchaser shallthen, at no out-of-pocket cost to it, cooperate with Seller’s efforts to collect from the tenants and licensees all Rents that are delinquent unless Landlord pays for the period prior to Closing. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt cost of such Rentsaudit as more particularly set forth in the Lease, less third partySubtenant shall reimburse Tenant, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent as additional rent, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt for the costs of such Rentsaudit. In the event that such audit reveals an overpayment of Operating Expenses, together with appropriate supporting documentation. With respect Tenant shall credit the portion of such overpayment allocable to any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue all rights and remedies Subtenant’s Premises against the applicable tenants or licensees to recover such delinquencies; provided, however, that Seller shall not be entitled to dispossess such tenants or licensees, disturb their possession monthly installment(s) of their leased premises, seek any involuntary bankruptcy of any tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses Sublease Rent next due and satisfy their obligations under their Leases or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior to the Closing Datepayable.

Rents. All rents3.1. Subject to Section 1.10 of this Sublease, percentage rents, common area charges, operating expenses, real estate taxes, parking charges and other costs or charges paid by tenants under the Leases and licensees under the Licenses Subtenant shall pay to Sublandlord rent (collectively, “RentsBase Rent”) shall be prorated as of at the Apportionment Time (as defined below), rate per annum equal to the extent actually collected by Seller prior Sublease Base Rental Rate, payable in monthly installments (which are equal in amount over the applicable year or applicable shorter period) in advance on the Base Rental Commencement Date and on the first day of each month thereafter, pro-rated for any partial month or any period less than a year. Upon execution of this Sublease, Subtenant shall make an advance payment of one month’s Base Rent to the Closing Date. All Rents received from tenants or licensees after Closing by Seller or Purchaser will first be applied to such charges as are then due the first full month’s Base Rent. 3.2. Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of all amounts payable by Sublandlord attributable to increases in Real Estate Taxes above Real Estate Taxes for the month Sublease Real Estate Taxes Base Year (i.e., the average of the Real Estate Taxes payable for the 2004/2005 tax fiscal year and the Real Estate Taxes payable for the 2005/2006 tax fiscal year). 3.3. [OMITTED] 3.4. Subtenant’s payments under Section 3.2 in which Closing occurs and prorated appropriately between the parties based respect of Real Estate Taxes shall be due on the Apportionment Time, dates on which Sublandlord’s payments under the corresponding provisions (relating to payments of additional rent on account of Real Estate Taxes) of the Xxxxxxxxx are due to Overlandlord and then applied to shall be pro-rated for any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in full. For a period of nine (9) months after the Closing Date, Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts to collect from the tenants and licensees all Rents that are delinquent for the period prior to Closing. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue all rights and remedies against the applicable tenants partial month or licensees to recover such delinquenciesyear; provided, however, that Seller (except for subsequent continuing payments in the same or lesser amount) no such payment of any such additional rent shall be due until the earlier of 1) the date that Sublandlord is required to make payment on account of such additional rent, or 2) ten days after Sublandlord shall have furnished Subtenant with notice of such additional rent (to the extent Subtenant has received notice thereof from the Overlandlord), together with a copy of the related xxxx and supporting documentation received by Sublandlord. 3.5. If Overlandlord shall issue to Sublandlord any credit or refund in respect of Real Estate Taxes relating to any part of the term of this Sublease, and if Subtenant is not in default under this Sublease, and to the extent Subtenant has paid additional rent under this Sublease on account of the Real Estate Taxes with respect to which such credit or refund applies, then Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord and (b) give to Subtenant a credit or refund equal to Subtenant’s Proportionate Share of the portion of such credit or refund remaining after deducting therefrom: 3.5.1. the portion, if any, of such credit or refund resulting from any reduction in Real Estate Taxes to an amount less than the Real Estate Taxes for the Sublease Real Estate Taxes Base Year, and 3.5.2. any reasonable costs and expenses, including reasonable attorneys’ fees, incurred by Sublandlord in connection with obtaining such credit or refund. 3.6. If the amount of Real Estate Taxes for the Sublease Real Estate Taxes Base Year shall be reduced (by reason of assessment reduction, audit, or otherwise), the reduced amount shall be used in computing Subtenant’s liability under Section 3.2, with respect to periods after such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within ten days of Sublandlord’s xxxx therefor which shall be accompanied by a copy of the supporting documentation received by Sublandlord. 3.7. [OMITTED]. 3.8. Subtenant shall, within ten days of demand, pay or reimburse Sublandlord for all amounts payable under the Xxxxxxxxx arising out of Subtenant’s requests for services or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. This Section 3.8 shall not be entitled applicable to dispossess such tenants or licenseeselectricity, disturb their possession of their leased premises, seek any involuntary bankruptcy of any tenant or licensee, or take any non-judicial action that which is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licensescovered by Section 9 hereto. 3.9. As used herein, herein the term “Apportionment Time” "additional rent" shall mean 11:59 p.m. Pacific refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Base Rent, and the term "rents" shall refer to Base Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time on to time designate. 3.10. Subtenant shall promptly pay all rents as and when the date immediately prior same shall become due and payable without set-off, offset or deduction of any kind whatsoever and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the Closing Daterights and remedies provided for herein or at law or in equity as in the case of non-payment of Base Rent. 3.11. Sublandlord's failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord's failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant's liability for rents accruing during the term of this Sublease, and Sublandlord's obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, shall survive the expiration or sooner termination of this Sublease.

Rents. (i) All rentals, receipts and other revenues from the Property, including base rents, percentage rents, common area charges, operating expenses, real estate taxes, parking charges rents and additional rents (other costs or charges paid by tenants under the Leases and licensees under the Licenses than those referenced in Section 4(b) below) (collectively, “"Rents”") which have been actually received by Seller and which are payments under Leases for the period from and after the Closing Date, shall be prorated as of credited to Buyer, and Buyer shall be entitled to collect all Rents which are delinquent or due on or after the Apportionment Time Closing Date; (as defined below), to the extent actually ii) All Rents collected by Seller Buyer after the Closing Date with respect to each Lease for which Rent payments are delinquent at Closing by not more than thirty (30) days shall (subject to Seller's retained right to sue therefor with rexxxct to delinquent Rents accruing prior to the Closing Date. , to the extent not paid or credited to Seller) be credited and paid by Buyer as follows: first to Seller for amounts due before the Closing Date, but unpaid prior to the Closing Date, and second to Buyer; (iii) All Rents received from tenants or licensees collected by Buyer after the Closing Date with respect to each Lease for which Rent payments are delinquent at Closing by Seller more than thirty (30) days shall (subject to Seller's retained right to sue therefor with rexxxct to delinquent Rents accruing prior to the Closing Date, to the extent not paid or Purchaser will credited to Seller) be credited and paid by Buyer as follows: first be applied to such charges Buyer in an amount equal to amounts due as are then due for of the month in which Closing occurs and prorated appropriately between the parties based on the Apportionment Time, and then applied to any delinquencies in their reverse order date of accrual until such delinquencies have been satisfied in full. For a period of nine (9) months collection but after the Closing Date, Purchaser shalland second to Seller in an amount equal to amounts due prior to the Closing Date and unpaid as of the Closing Date; (iv) Notwithstanding the foregoing, at no with respect to any Lease for which Rent is paid in arrears, Rent received by Buyer after the Closing shall be credited to the Rent in arrears for the previous month before it is credited to current month or advance Rents; (v) Any delinquent Rents which, as so credited, relate in whole or part to any period prior to the Closing Date shall be remitted by Buyer to Seller when collected by Buyer (net only of Buyer's proportionate share of any reasonable out-of-pocket cost to it, cooperate with Seller’s efforts to collect from the tenants and licensees all Rents that are delinquent for the period prior to Closing. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of such Rents, less third party, out-of-pocket costs reasonably collection expenses actually incurred by Purchaser in collecting such delinquent rentBuyer); and (vi) In addition to the foregoing, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue all rights and remedies against the applicable tenants or licensees to recover such delinquencies; provided, however, that Seller shall not be entitled to dispossess such tenants or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy of any tenant improvements, leasing commissions or licenseeother monetary obligations of the landlord under Leases entered into after the Effective Date pursuant to Section 6(c) below, or take any non-judicial action that is calculated which obligations have been paid by Seller, shall be credited to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior to the Closing DateSeller.

Rents. All rents, percentage rents, common area charges, operating expenses, real estate taxes, parking charges Rents and other costs or charges paid payable by tenants under the Leases and licensees under the Licenses (collectively, “Rents”) shall be prorated apportioned as and when collected. Any Rents collected by Purchaser (which shall include Rents collected by any agent acting for Purchaser) subsequent to the Closing (whether due and payable prior to or subsequent to the Closing Date) shall be adjusted as of the Apportionment Time 11:59 p.m. on the Closing Date (as defined belowthe “Adjustment Point”), and any portion thereof properly allocable to periods prior to the extent actually Adjustment Point, net of costs of collection properly allocable thereto, if any, shall be paid by Purchaser to Seller (or such parties as may be directed by Seller) promptly after the collection thereof by Purchaser, but subject to the further provisions of this Section in the case of Rents due prior to the Adjustment Point. If prior to the Closing any entity within the term Seller have collected any Rents (which shall include Rents collected by any agent acting for such parties) which are properly allocable in whole or in part to periods subsequent to the Adjustment Point, the portion thereof so allocable to periods subsequent to the Adjustment Point, net of costs of collection properly allocable thereto, if any, shall be credited to Purchaser by Seller at the Closing. As used in this Section the term “costs of collection” shall mean and include reasonable attorneys’ fees and other costs incurred by Purchaser or Seller in collecting any Rents, but shall not include the regular fees payable to any property manager for the Property, the payroll costs of any of Seller’s employees or any other internal costs or overhead of Seller or Purchaser. 1. Ten (10) business days prior to the Closing, Seller shall deliver to Purchaser a list of all tenants which are delinquent in payment of Rents, which list shall set forth the amount of each such delinquency, the period to which each such delinquency relates and the nature of the amount due itemizing separately, as applicable, fixed monthly rent, tax reimbursements, common area maintenance, operating expense escalations, electric charges, charges for tenant services, charges for overtime services, percentage rent and other charges, if any. Any amount collected by Purchaser after the Closing Date, from tenants who owe Rents for periods prior to the Closing Date. All Rents received from tenants or licensees after Closing by Seller or Purchaser will first , shall be applied to such charges as are then due (i) first, in payment of Rents for the month in which the Closing Date occurs (the “Closing Month”) and in payment of Rents for the periods following the Closing Month and (ii) second, in payment of Rents for the periods preceding the Closing Month. Each such amount, less any costs of collection (including reasonable counsel fees) reasonably allocable thereto, shall be adjusted and prorated appropriately between as provided above, and the parties based party who receives such amount shall promptly pay over to the other party the portion thereof to which it is so entitled. 2. Purchaser shall use commercially reasonable efforts to bxxx and collect any delinquencies set forth on the Apportionment Time, and then applied list delivered by Seller pursuant to any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in full. For this Section for a period of nine six (96) months after the Closing and the amount thereof, as, when and to the extent collected by Purchaser, shall, if due to Seller pursuant to the provisions of this Section, be paid by Purchaser to Seller (or such parties as directed by Seller), less any costs of collection (including reasonable counsel fees) reasonably allocable thereto, promptly after the collection thereof by Purchaser. In no event shall Purchaser be obligated to institute any actions or proceedings or to seek the eviction of any tenant in order to collect any such delinquencies. Thereafter, Seller shall have the right to sxx tenants to collect such delinquencies and Purchaser shall cooperate (but shall not be obligated to spend any money unless Seller have agreed to reimburse Purchaser therefor) with Seller to the extent reasonably necessary, provided, however, Seller shall have no right to cause any such tenant to be evicted or to exercise any other “landlord” remedy (as set forth in the Lease) against such tenant other than to sxx for collection. 3. Following the Closing and upon the written request of Seller, as applicable, Purchaser shall submit or cause to be submitted to Seller, within thirty (30) days after the end of each calendar quarter up to and including the calendar quarter which includes the date that is six (6) months after the Closing Date, but only so long as any delinquencies shall be owed to Seller, a statement which sets forth all collections made by Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts to collect from the tenants and licensees all Rents that are delinquent for which owe such delinquencies through the period prior to Closing. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt end of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentationcalendar quarter. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right from time to pursue time following the Closing until ninety (90) days after receipt by Seller of the last quarterly statement required hereunder, at Seller’s expense, to examine and audit so much of the books and records of Purchaser as relate to such delinquencies in order to verify the collections reported by Purchaser in such quarterly statements. 4. Purchaser agrees not to waive or settle any delinquency owed in whole or in part to Seller without the prior written consent of Seller, which consent may be granted or withheld in Seller’s reasonable discretion. 5. With respect to that portion of Rents which are payable on an annual, semiannual or other non-monthly basis, all rights such payments which become due after the Closing, to the extent allocable to periods prior to the Adjustment Point, shall be paid by Purchaser to Seller (or such parties as may be directed by Seller) promptly after receipt thereof, subject to costs of collection, if any, properly allocable thereto. With respect to that portion of Rents that are attributable to payments of expenses such as common area maintenance charges, association charges or advertising and remedies against promotional charges, such Rents shall be apportioned based on which party paid or will pay the applicable correlating expenses for the relevant period. With respect to that portion of Rents which are billed on an index-based formula or on an estimated basis during the fiscal or other period for which paid, at the end of such fiscal or other period Purchaser shall determine whether the items in question have been over billed or under billed (or over- or under-estimated, as applicable). If there has been an over billing or over-estimation and an over billed/estimated amount has been received, Seller shall, promptly after request by Purchaser, pay to Purchaser the portion of such over billed/estimated amount which is properly allocable to the period prior to the Adjustment Point (to the extent such amount was actually received), and promptly thereafter Purchaser shall reimburse the entire over billed/estimated amount to the tenants which paid the same. If there has been an under billing or licensees under-estimation, the additional amount shall be billed by Purchaser to recover the tenants and any amount received by Purchaser, net of costs of collection, if any, to the extent properly allocable to periods prior to the Adjustment Point shall promptly be paid by Purchaser to Seller (or such delinquencies; providedparties as may be directed by Seller). In the event that a tenant requires an audit with respect to an over-billing or under-billing that relates to the time period prior to the Adjustment Point, howeverPurchaser shall promptly notify Seller and Seller may either (i) conduct such audit at its sole cost and expense, that in which case Seller shall not consult with Purchaser in the conduct of same and Purchaser shall reasonably cooperate with Seller and provide Seller with reasonable access to any books and records reasonably necessary to conduct such audit or (ii) decline to conduct such audit, in which case Seller shall reimburse Purchaser for the reasonable costs incurred by Purchaser to conduct such audit relating to the time period prior to the Adjustment Point. Seller shall maintain all books and records that may be relevant to any audit for the time period required by the respective Lease, and provide Purchaser and the respective Tenant access thereto in connection with any audit that is permitted by such Lease. 6. Notwithstanding anything to the contrary set forth in this Section, Seller (or such parties as may be directed by Seller) shall be entitled to dispossess receive, and Purchaser shall pay to Seller (or such parties as may be directed by Seller) promptly after receipt thereof, net of costs of collection and reasonable attorneys’ fees, if any, properly allocable thereto, (i) all amounts payable by tenants on account of all real estate and personal property taxes, general and special assessments, water and sewer charges, license fees and other fees and charges assessed or licenseesimposed by governmental authorities upon the Properties (the “Impositions”) which, disturb their possession pursuant to the terms of their leased premisesthis Section, seek any involuntary bankruptcy it is Seller’s obligation to pay and discharge (to the extent Seller either paid such amounts or Purchaser received a credit therefor pursuant to this Section), which amounts shall be apportioned between Seller and Purchaser in the same manner as the Impositions to which they relate and (ii) all amounts payable by tenants on account of any tenant utilities which, pursuant to the terms of this Section, it is Seller’s obligation to pay and discharge (to the extent Seller either paid such amounts or licenseePurchaser received a credit therefor pursuant to this Section), which amounts shall be apportioned between Seller and Purchaser in the same manner as the utilities to which they relate. Notwithstanding anything to the contrary set forth in this Section, Purchaser shall be entitled to receive, and Seller shall pay to Purchaser promptly after receipt thereof, net of costs of collection and reasonable attorneys’ fees, if any, properly allocable thereto, (i) all amounts payable by tenants on account of Impositions which, pursuant to the terms of this Section, it is Purchaser’s obligation to pay and discharge (to the extent Purchaser either paid such amounts or take any non-judicial action that Seller received a credit therefor pursuant to this Section), which amounts shall be apportioned between Seller and Purchaser in the same manner as the Impositions to which they relate and (ii) all amounts payable by tenants on account of utilities which, pursuant to the terms of this Section, it is calculated Purchaser’s obligation to materially interfere with pay and discharge (to the extent Purchaser either paid such tenants’ amounts or licensee’s ability Seller (or a party designated by Seller) received a credit therefor pursuant to operate their businesses this Section), which amounts shall be apportioned between Seller and satisfy their obligations under their Leases Purchaser in the same manner as the utilities to which they relate. 7. Any advance rental deposits or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time payments held by Seller on the date immediately prior Closing Date and applicable to periods of time subsequent to the Adjustment Point, and any security deposits held by Seller on the Closing Date, together with any interest thereon, if any, which, under the terms of the applicable Leases, is payable to the tenants thereunder, shall be paid or credited to Purchaser at the Closing.

Rents. All rents, percentage rents, common area charges, operating expenses, real estate taxes, parking charges collected rents and other costs or charges paid by payments from tenants under the Leases and licensees under the Licenses (collectively, “Rents”) shall be prorated between Seller and Buyer as of the Apportionment Time (as defined below), to the extent actually collected by Seller prior to the Closing Date. All Rents received from tenants or licensees after Closing by Seller or Purchaser will first shall be applied entitled to such charges as are then due for the month in which Closing occurs all rents (including any percentage rent, additional rent and prorated appropriately between the parties based on the Apportionment Timeany accrued tax and operating expense reimbursements and escalations), charges, and then applied other revenue of any kind attributable to any delinquencies in their reverse order period under the Leases to but not including the Closing Date. Buyer shall be entitled to all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges and other revenue of accrual until such delinquencies have been satisfied in full. For a any kind attributable to any period of nine (9) months under the Leases on and after the Closing Date. Rents and expense escalations or other reimbursements due Landlord under the Leases not collected as of the Closing Date shall not be prorated at the time of Closing, Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts but Buyer shall make a good faith effort to collect from the tenants same on Seller's behalf and licensees all Rents that are delinquent for to tender the period prior to Closing. Purchaser shall remit same to Seller any Rents received by Purchaser subsequent to upon receipt (which obligation of Buyer shall survive the Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue all rights and remedies against the applicable tenants or licensees to recover such delinquenciesnot be merged therein); provided, however, that Seller all rents, escalations and other reimbursements due landlord under the Leases collected by Buyer on or after the Closing Date shall first be applied to all amounts due under the Leases at the time of collection (i.e., current rents and sums due Buyer as the current owner and landlord) with the balance (if any) payable to Seller, but only to the extent of amounts delinquent and actually due Seller. Buyer shall not be entitled have an exclusive right to dispossess such tenants or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy of collect the sums due Seller under the Leases and Seller hereby retains its rights to pursue any tenant or licensee, or take any non-judicial action that is calculated under the Leases for sums due Seller for periods attributable to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations Seller's ownership of the Property. Seller's rights under their Leases or Licenses. As used herein, the term “Apportionment Time” immediately preceding sentence shall mean 11:59 p.m. Pacific time on the date immediately prior to survive the Closing Dateand not be merged therein. Buyer shall receive a credit against the Purchase Price for prepaid rentals held by Seller covering the period post-Closing.

Rents. All rentscollected rents and other payments from tenants under ----- the Leases shall be prorated between Prudential and REIT OP as of 12:00 a.m. midnight on the Closing Date. Prudential shall be entitled to all rents (including any percentage rent, percentage rentsadditional rent and any accrued tax and operating expense reimbursements and escalations), common area charges, operating expenses, real estate taxes, parking charges and other costs or charges paid by tenants revenue of any kind attributable to any period under the Leases to but not including the Closing Date. REIT OP shall be entitled to all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations, subject to the provisions of Section 5.6), charges, ----------- reimbursements, payments, additional rent and other revenue of any kind derived from the Property (collectively, "RENTS") attributable to any period under the ----- Leases on and after the Closing Date. Rents due landlord under the Leases and licensees under the Licenses (collectively, “Rents”) shall be prorated not collected as of the Apportionment Time Closing Date shall not be prorated at the time of Closing, but REIT OP shall make a good faith effort to collect the same on Prudential's behalf and to tender the same to Prudential upon receipt (as defined below), to the extent actually collected by Seller prior to which obligation of REIT OP shall survive the Closing Date. All Rents received from tenants or licensees after Closing by Seller or Purchaser will first and not be applied to such charges as are then due for the month in which Closing occurs and prorated appropriately between the parties based on the Apportionment Time, and then applied to any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in full. For a period of nine (9) months after the Closing Date, Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts to collect from the tenants and licensees all Rents that are delinquent for the period prior to Closing. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue all rights and remedies against the applicable tenants or licensees to recover such delinquenciesmerged therein); provided, however, that Seller all Rents due landlord under the Leases and collected by -------- ------- REIT OP on or after the Closing Date shall first be applied to all amounts due under the Leases at the time of collection (i.e., current rents and sums due REIT OP as the current owner and landlord) with the balance (if any) payable to Prudential, but only to the extent of amounts delinquent and actually due Prudential. REIT OP shall not be entitled have an exclusive right to dispossess such tenants or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy of collect the sums due Prudential under the Leases and Prudential hereby retains its rights to pursue any tenant or licensee, or take under the Leases for sums due Prudential for periods attributable to Prudential's ownership of the Property; provided that by the retention of such rights Prudential shall not retain any non-judicial action that is calculated right to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their terminate any Leases or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior to after the Closing Date. Prudential's rights under the immediately preceding sentence shall survive the Closing and not be merged therein. REIT OP agrees to cooperate as Prudential may reasonably require (at Prudential's expense) to enable Prudential to pursue after Closing the collection of such amounts due Prudential from tenants, including making available to Prudential documents and records relating to such tenants' obligations. REIT OP shall receive a credit against the Purchase Price for pre-paid rentals held by Prudential under Leases covering the period post-Closing.

Rents. All rents, percentage rents, common area charges, operating expenses, real estate taxes, parking charges Borrower and Tenant jointly and severally acknowledge that the Deed of Trust provide for the direct payment to Lender of all rents and other costs or charges paid by tenants monies due and to become due to Borrower under the Leases and licensees Lease upon the occurrence of certain conditions as set forth in the Deed of Trust without Lender's taking possession of the Premises or otherwise assuming Borrower's position or any of Borrower's obligations under the Licenses (collectivelyLease. Upon receipt from Lender of written notice to pay all such rents and other monies to or at the direction of Lender, “Rents”) shall be prorated as Borrower authorizes and directs Tenant thereafter to make all such payments to or at the direction of the Apportionment Time (as defined below)Lender, releases Tenant of any and all liability to the extent actually collected by Seller prior to the Closing Date. All Rents received from tenants Borrower or licensees after Closing by Seller or Purchaser will first be applied to such charges as are then due for the month in which Closing occurs any and prorated appropriately between the parties based on the Apportionment Timeall payments so made, and then applied to shall defend, indemnify and hold Tenant harmless from and against any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in fulland all claims, demands, losses, or liabilities asserted by, through, or under Borrower (except by Lender) for any and all payments so made. For a period of nine (9) months after the Closing Date, Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts to collect from the tenants and licensees all Rents that are delinquent for the period prior to Closing. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s Upon receipt of such Rentsnotice, less third partyTenant thereafter shall pay all monies then due and becoming due from Tenant under the Lease to or at the direction of Lender, out-of-pocket costs reasonably incurred notwithstanding any provision of the Lease to the contrary. Tenant agrees that neither Lender's demanding or receiving any such payments, nor Lender's exercising any other right, remedy, privilege, power or immunity granted by Purchaser in collecting such delinquent rentthe Deed of Trust, together with appropriate supporting documentation. Seller shall remit will operate to Purchaser impose any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent liability upon Lender for the period prior to Closing, Seller shall have the right to pursue all rights and remedies against the applicable tenants or licensees to recover such delinquencies; provided, however, that Seller shall not be entitled to dispossess such tenants or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy performance of any tenant or licensee, or take obligation of Borrower under the Lease unless and until Lender elects otherwise in writing. Such payments shall continue until Lender directs Tenant otherwise in writing. Tenant agrees not to pay any non-judicial action that is calculated rent under the Lease more than 30 days in advance without Lender's consent. The provisions of this Paragraph 5 will apply from time to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used herein, time throughout the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on of the date immediately prior to the Closing DateLease.

Rents. All rents, percentage rents, common area charges, operating expenses, real estate taxes, parking charges collected rents and other costs payments from tenants, licensees or charges paid by tenants other occupants under the Leases and licensees under the Licenses (collectively, “Rents”) shall be prorated between Seller and Purchaser as of midnight on the Apportionment Time (as defined below), to the extent actually collected by Seller day prior to the Closing Date. All Rents received from tenants or licensees Seller shall be entitled to all rents, charges, and other revenue of any kind attributable to any period under the Leases to but not including the Closing Date. Purchaser shall be entitled to all rents, charges and other revenue of any kind attributable to any period under the Leases on and after the Closing by Seller or Purchaser will first Date. Minimum rent, percentage only rent and additional rent shall be applied to such charges as are then due prorated for the month in which Closing occurs occurs. Percentage rent (as contrasted to percentage only rent) shall be apportioned on a Lease-by-Lease basis as follows: (i) subject to the balance of this subparagraph, Seller shall retain all percentage rent payments received by it on and prorated appropriately between prior to the parties based Closing Date and Purchaser shall retain all percentage rent payments received by it after the Closing Date; (ii) on the Apportionment TimeClosing Date, Seller shall deliver to Purchaser a statement of all percentage rent collected by Seller with respect to the Subject Lease Year on a Lease-by-Lease basis along with a copy of the percentage rent invoices and sales reports which support those collections; (iii) for each Lease, not later than forty-five (45) days after the date that gross sales for the Subject Lease Year are finally determined, Purchaser shall deliver to Seller a statement of all percentage rent collected by Purchaser with respect to that Lease along with a copy of the annual reconciliation of percentage rent owed under the applicable Lease for the Subject Lease Year and the related sales information backup; and, (iv) for each Lease, within fifteen (15) days after the date the statement and reconciliation described in subsection (iii) above is delivered to Seller, Purchaser shall pay to Seller or Seller shall pay to Purchaser, whichever is applicable, the positive difference between (A) the total percentage rent collected by that party with respect to the Subject Lease Year and (B) the product of (1) the average daily percentage rent received with respect to the Subject Lease Year after taking into account the annual reconciliation and (2) the actual number of days that party was the Owner of the Property during the Subject Lease Year (with Purchaser being deemed to be the owner as of the Closing Date). For example, if the tenant’s Lease Year runs from February 1 to January 31, the Closing Date occurs on February 16, 2006, Seller collects $0 percentage rent for the Subject Lease Year, and Purchaser collects $700,000 percentage rent for the Subject Lease Year, then applied Purchaser shall pay to any delinquencies Seller $28,767.12 ($700,000 - ($1,917.811 x 15 days)). As used herein, the term "Lease Year" means the twelve (12) month period as to which annual percentage rent is owed under each Lease and “Subject Lease Year” means, for each Lease, the Lease Year in their reverse order which the Closing Date occurs. Seller shall be entitled to continue or commence audits of accrual until such delinquencies percentage rent and percentage only rent under the Leases for the Lease Year immediately prior to the Subject Lease Year, and shall have been satisfied the right to settle the same in fullits sole discretion. For Rents, CAM charges, utility charges, tax charges and other revenue or reimbursements due landlord under the Leases not collected as of the Closing Date shall not be prorated at the time of Closing, but for a period of nine twelve (912) months after the Closing Date, Purchaser shallshall make a reasonable, at no out-of-pocket cost good faith effort to it, cooperate with collect the same on Seller’s efforts to collect from behalf by invoicing delinquent tenants on a monthly basis for all past due amounts (which obligation shall survive the tenants Closing and licensees all Rents that are delinquent for shall not be merged in the period prior to Closing. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue all rights and remedies against the applicable tenants or licensees to recover such delinquenciesDeed); provided, however, that Seller Purchaser shall not be entitled have no obligation (unless Purchaser elects in its sole discretion) to dispossess enforce its rights under the Leases in a court of law or equity, to threaten such tenants or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy of any tenant or licenseeenforcement, or take to commence any non-judicial action that is calculated or proceeding whatsoever to materially interfere enforce its rights under the Leases. All rents, CAM charges, utility charges, tax charges and other reimbursements due landlord under the Leases collected by Purchaser on or after the Closing Date shall first be applied to all amounts due under the Leases at the time of collection for periods from and after the Closing Date (i.e., current rents and any other sums due Purchaser as the current Owner and landlord), next to the actual costs incurred by Purchaser to third parties in collecting these amounts, with such tenants’ or licensee’s ability the balance (if any) payable to operate their businesses Seller promptly upon receipt for rents and satisfy their obligations under their Leases or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately any other sums due prior to the Closing Date, to be applied in reverse chronological order of the date on which same became due. Seller may not bring suit against any such tenant to collect any such sums unless the tenant is a tenant in other shopping centers owned by Seller or an affiliate of Seller, in which case Seller shall be permitted to bring suit against that tenant. In no event shall Seller seek or threaten eviction of any tenant in the Property. Purchaser shall receive a credit against the Purchase Price for pre-paid rentals held by Seller covering the period post-Closing. Advertising or marketing funds collected by Seller prior to Closing, net of expenses not assumed by Purchaser, will be credited against the Purchase Price at Closing. Notwithstanding anything herein to the contrary, Seller shall retain all rights and claims against tenants and former tenants in bankruptcy which are no longer in possession at the Property.

Rents. All rents, percentage rents, common area charges, operating expenses, real estate taxes, parking charges Rents and other costs or charges paid payable by tenants under the Leases and licensees under the Licenses (collectively, “Rents”) shall be prorated apportioned as and when collected. Any Rents collected by Purchaser (which shall include Rents collected by any agent acting for Purchaser) subsequent to the Closing (whether due and payable prior to or subsequent to the Closing Date) shall be adjusted as of the Apportionment Time 11:59 p.m. on the Closing Date (as defined belowthe “Adjustment Point”), and any portion thereof properly allocable to periods prior to the extent actually Adjustment Point, net of costs of collection properly allocable thereto, if any, shall be paid by Purchaser to Seller (or such parties as may be directed by Seller) promptly after the collection thereof by Purchaser, but subject to the further provisions of this Section in the case of Rents due prior to the Adjustment Point. If prior to the Closing any entity within the term Seller have collected any Rents (which shall include Rents collected by any agent acting for such parties) which are properly allocable in whole or in part to periods subsequent to the Adjustment Point, the portion thereof so allocable to periods subsequent to the Adjustment Point, net of costs of collection properly allocable thereto, if any, shall be credited to Purchaser by Seller at the Closing. As used in this Section the term “costs of collection” shall mean and include reasonable attorneys’ fees and other costs incurred by Purchaser or Seller in collecting any Rents, but shall not include the regular fees payable to any property manager for the Property, the payroll costs of any of Seller’s employees or any other internal costs or overhead of Seller or Purchaser. 1. Ten (10) business days prior to the Closing, Seller shall deliver to Purchaser a list of all tenants which are delinquent in payment of Rents, which list shall set forth the amount of each such delinquency, the period to which each such delinquency relates and the nature of the amount due itemizing separately, as applicable, fixed monthly rent, tax reimbursements, common area maintenance, operating expense escalations, electric charges, charges for tenant services, charges for overtime services, percentage rent and other charges, if any. Any amount collected by Purchaser after the Closing Date, from tenants who owe Rents for periods prior to the Closing Date. All Rents received from tenants or licensees after Closing by Seller or Purchaser will first , shall be applied to such charges as are then due (i) first, in payment of Rents for the month in which the Closing Date occurs (the “Closing Month”), and in payment of Rents for the periods following the Closing Month and (ii) second, in payment of Rents for the periods preceding the Closing Month. Each such amount, less any costs of collection (including reasonable counsel fees) reasonably allocable thereto, shall be adjusted and prorated appropriately between as provided above, and the parties based party who receives such amount shall promptly pay over to the other party the portion thereof to which it is so entitled. 2. Purchaser shall use commercially reasonable efforts to bxxx and collect any delinquencies set forth on the Apportionment Time, and then applied list delivered by Seller pursuant to any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in full. For this Section for a period of nine six (96) months after the Closing and the amount thereof, as, when and to the extent collected by Purchaser, shall, if due to Seller pursuant to the provisions of this Section, be paid by Purchaser to Seller (or such parties as directed by Seller), less any costs of collection (including reasonable counsel fees) reasonably allocable thereto, promptly after the collection thereof by Purchaser. In no event shall Purchaser be obligated to institute any actions or proceedings or to seek the eviction of any tenant in order to collect any such delinquencies. Thereafter, Seller shall have the right to sxx tenants to collect such delinquencies and Purchaser shall cooperate (but shall not be obligated to spend any money unless Seller have agreed to reimburse Purchaser therefor) with Seller to the extent reasonably necessary, provided, however, Seller shall have no right to cause any such tenant to be evicted or to exercise any other “landlord” remedy (as set forth in the Lease) against such tenant other than to sxx for collection. 3. Following the Closing and upon the written request of Seller, as applicable, Purchaser shall submit or cause to be submitted to Seller, within thirty (30) days after the end of each calendar quarter up to and including the calendar quarter which includes the date that is six (6) months after the Closing Date, but only so long as any delinquencies shall be owed to Seller, a statement which sets forth all collections made by Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts to collect from the tenants and licensees all Rents that are delinquent for which owe such delinquencies through the period prior to Closing. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt end of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentationcalendar quarter. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right from time to pursue time following the Closing until ninety (90) days after receipt by Seller of the last quarterly statement required hereunder, at Seller’s expense, to examine and audit so much of the books and records of Purchaser as relate to such delinquencies in order to verify the collections reported by Purchaser in such quarterly statements. 4. Purchaser agrees not to waive or settle any delinquency owed in whole or in part to Seller without the prior written consent of Seller, which consent may be granted or withheld in Seller’s reasonable discretion. 5. With respect to that portion of Rents which are payable on an annual, semiannual or other non-monthly basis, all rights such payments which become due after the Closing, to the extent allocable to periods prior to the Adjustment Point, shall be paid by Purchaser to Seller (or such parties as may be directed by Seller) promptly after receipt thereof, subject to costs of collection, if any, properly allocable thereto. With respect to that portion of Rents that are attributable to payments of expenses such as common area maintenance charges, association charges or advertising and remedies against promotional charges, such Rents shall be apportioned based on which party paid or will pay the applicable correlating expenses for the relevant period. With respect to that portion of Rents which are billed on an index-based formula or on an estimated basis during the fiscal or other period for which paid, at the end of such fiscal or other period Purchaser shall determine whether the items in question have been over billed or under billed (or over- or under-estimated, as applicable). If there has been an over billing or over-estimation and an over billed/estimated amount has been received, Seller shall, promptly after request by Purchaser, pay to Purchaser the portion of such over billed/estimated amount which is properly allocable to the period prior to the Adjustment Point (to the extent such amount was actually received), and promptly thereafter Purchaser shall reimburse the entire over billed/estimated amount to the tenants which paid the same. If there has been an under billing or licensees under-estimation, the additional amount shall be billed by Purchaser to recover the tenants and any amount received by Purchaser, net of costs of collection, if any, to the extent properly allocable to periods prior to the Adjustment Point shall promptly be paid by Purchaser to Seller (or such delinquencies; providedparties as may be directed by Seller). In the event that a tenant requires an audit with respect to an over-billing or under-billing that relates to the time period prior to the Adjustment Point, howeverPurchaser shall promptly notify Seller and Seller may either (i) conduct such audit at its sole cost and expense, that in which case Seller shall not consult with Purchaser in the conduct of same and Purchaser shall reasonably cooperate with Seller and provide Seller with reasonable access to any books and records reasonably necessary to conduct such audit or (ii) decline to conduct such audit, in which case Seller shall reimburse Purchaser for the reasonable costs incurred by Purchaser to conduct such audit relating to the time period prior to the Adjustment Point. Seller shall maintain all books and records that may be relevant to any audit for the time period required by the respective Lease, and provide Purchaser and the respective Tenant access thereto in connection with any audit that is permitted by such Lease. 6. Notwithstanding anything to the contrary set forth in this Section, Seller (or such parties as may be directed by Seller) shall be entitled to dispossess receive, and Purchaser shall pay to Seller (or such parties as may be directed by Seller) promptly after receipt thereof, net of costs of collection and reasonable attorneys’ fees, if any, properly allocable thereto, (i) all amounts payable by tenants on account of all real estate and personal property taxes, general and special assessments, water and sewer charges, license fees and other fees and charges assessed or licenseesimposed by governmental authorities upon the Properties (the “Impositions”) which, disturb their possession pursuant to the terms of their leased premisesthis Section, seek any involuntary bankruptcy it is Seller’s obligation to pay and discharge (to the extent Seller either paid such amounts or Purchaser received a credit therefor pursuant to this Section), which amounts shall be apportioned between Seller and Purchaser in the same manner as the Impositions to which they relate and (ii) all amounts payable by tenants on account of any tenant utilities which, pursuant to the terms of this Section, it is Seller’s obligation to pay and discharge (to the extent Seller either paid such amounts or licenseePurchaser received a credit therefor pursuant to this Section), which amounts shall be apportioned between Seller and Purchaser in the same manner as the utilities to which they relate. Notwithstanding anything to the contrary set forth in this Section, Purchaser shall be entitled to receive, and Seller shall pay to Purchaser promptly after receipt thereof, net of costs of collection and reasonable attorneys’ fees, if any, properly allocable thereto, (i) all amounts payable by tenants on account of Impositions which, pursuant to the terms of this Section, it is Purchaser’s obligation to pay and discharge (to the extent Purchaser either paid such amounts or take any non-judicial action that Seller received a credit therefor pursuant to this Section), which amounts shall be apportioned between Seller and Purchaser in the same manner as the Impositions to which they relate and (ii) all amounts payable by tenants on account of utilities which, pursuant to the terms of this Section, it is calculated Purchaser’s obligation to materially interfere with pay and discharge (to the extent Purchaser either paid such tenants’ amounts or licensee’s ability Seller (or a party designated by Seller) received a credit therefor pursuant to operate their businesses this Section), which amounts shall be apportioned between Seller and satisfy their obligations under their Leases Purchaser in the same manner as the utilities to which they relate. 7. Any advance rental deposits or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time payments held by Seller on the date immediately prior Closing Date and applicable to periods of time subsequent to the Adjustment Point, and any security deposits held by Seller on the Closing Date, together with any interest thereon, if any, which, under the terms of the applicable Leases, is payable to the tenants thereunder, shall be paid or credited to Purchaser at the Closing.

Rents. All rentsrents and utility reimbursements under the Tenant Leases (except as hereinafter provided) shall be prorated between Buyer and Seller. Seller shall be entitled to retain all paid rent, percentage rents, common area charges, operating expenses, real estate taxes, parking charges utility reimbursements and other costs items allocable to the period prior to the Closing, and Buyer shall be entitled to retain all rent, utility reimbursements and other items allocable to the period from and after the Closing Date. Seller shall deliver or charges paid provide a credit against the Purchase Price in an amount equal to all prepaid rentals for periods from and after the Closing Date and all refundable security or pet deposits (to the extent the foregoing were made by tenants under the Tenant Leases and licensees under the Licenses (collectively, “Rents”) shall be prorated as of the Apportionment Time (as defined below), to the extent actually collected by Seller are not applied or forfeited prior to the Closing Date) to Buyer on the Closing Date. All Rents received from tenants and utility reimbursements which are delinquent as of the Closing Date shall not be prorated on the Closing Date. Buyer shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date for a period of three (3) months following the Closing (but Buyer shall not be required to litigate or licensees 2890904.5 15 declare a default under any Tenant Lease). To the extent Buyer receives rents or utility reimbursements on or after the Closing by Seller or Purchaser will first Date, such payments shall be applied to such charges as are then due first toward the rent and utility reimbursements for the month in which the Closing occurs occurs, then to the rent and prorated appropriately between utility reimbursements owed to Buyer in connection with the parties based on the Apportionment TimeTenant Leases for which such payments are received, and then applied to any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in fulldelinquent rents and utility reimbursements owed to Seller, with Seller’s share thereof being promptly delivered to Seller. For a period of nine three (93) months after following the Closing DateClosing, Purchaser shall, at no out-of-pocket cost Buyer may not waive any delinquent rents nor modify the Tenant Leases so as to it, cooperate with reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of such amounts without first obtaining Seller’s efforts to collect from written consent. Buyer shall include Seller’s delinquent xxxxxxxx in its statements for a period of three (3) months following the tenants and licensees all Rents that are delinquent for the period prior to Closing. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser not have and hereby waives any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue all rights any remedy against any existing tenant owing delinquent rents, utility reimbursements and remedies against the applicable tenants or licensees any other amounts owing to recover such delinquencies; providedSeller, however, that and Seller shall not be entitled to dispossess terminate any such tenants Tenant Lease or licensees, disturb their possession of their leased premises, seek such tenant’s right to possession. Buyer shall reasonably cooperate with Seller in any involuntary bankruptcy collection efforts hereunder (but shall not be required to litigate or declare a default under any Tenant Lease). With respect to delinquent rents and any other amounts or other rights of any tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used herein, kind respecting tenants who are no longer tenants of the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior to Property as of the Closing Date, Seller shall retain all rights relating thereto.

Rents. All rents, percentage rents, common area charges, operating expenses, real estate taxes, parking charges and other costs or charges paid by tenants under the Leases and licensees under the Licenses (collectively, “Rents”) shall be prorated as of the Apportionment Time (as defined below), Notwithstanding anything to the extent actually collected contrary herein, all Rents and Charges shall belong to and be paid over to the applicable Lessor by Seller prior to the applicable Lessee on the Closing Date. All Rents received from tenants or licensees after Closing by Seller or Purchaser will first Minimum Rent shall be applied to such charges as are then due for prorated based upon the actual number of days in the month in which the Closing occurs occurs. For purposes of prorating any Additional Rent payable under any Master Lease with respect to any applicable Property, the following shall apply: (a) To the extent Additional Rent payable for the then-current Lease Year for any Property is calculated and prorated appropriately between the parties based determined on the Apportionment Timebasis of a percentage of Gross Revenues in excess of the applicable Base Gross Revenues, such Additional Rent with respect to such Property shall be equal to the applicable percentage of Gross Revenues for such Property for such Lease Year in excess of the applicable Closing Breakpoint. For purposes of the foregoing, the “Closing Breakpoint” shall mean the applicable Base Gross Revenues multiplied by a fraction the numerator of which is the number of days in the current Lease Year for such applicable Property through, but not including the Closing Date, and then applied that the denominator of which is three hundred sixty-five (365). (b) To the extent Additional Rent payable for the then-current Lease Year for any Property is calculated and determined on the basis of an increase in the Cost of Living Index, such Additional Rent shall be determined and paid in accordance with the applicable provisions of the applicable Master Lease for the number of days in such Lease Year through, but not including, the Closing Date. (c) In the event that the amount of Additional Rent payable under such Lease Year is subject to either a floor or a ceiling, the amount of such floor or ceiling, as the case may be, shall also be prorated based upon a three hundred sixty-five (365) day year. (d) Buyer and Sellers shall cooperate to estimate the proration amount for Additional Rent as of the Closing in good faith, and shall submit such amount to Escrow Holder at least one (1) business day prior to the Close of Escrow. In determining such proration amount, Buyer shall be credited with any delinquencies in their reverse order payments on account of accrual until such delinquencies have been satisfied in fullAdditional Rent previously paid to the applicable Lessor for the applicable current Lease Year. For a period of nine Within thirty (930) months days after the Closing Date, Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts to collect from the tenants and licensees all Rents that are delinquent for the period prior to Closing. Purchaser Buyer shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue all rights and remedies against cause the applicable tenants or licensees Lessee to recover such delinquencies; provided, however, that Seller shall not be entitled to dispossess such tenants or licensees, disturb their possession make a final calculation of their leased premises, seek any involuntary bankruptcy of any tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior Additional Rent up to the Closing Datefor each applicable Property, and deliver to Sellers an Officer’s Certificate (as defined in the applicable Master Lease) setting forth the calculation thereof. Buyer shall promptly pay or cause the applicable Lessee to pay to Sellers, or if directed by Sellers, to the applicable Lessor, any deficiency in the payment of Additional Rent for each applicable Property, and Sellers shall promptly pay to Buyer or, if directed by Buyer, to the applicable Lessee, the amount of any overpayment of Additional Rent for any applicable Property. (e) The obligation to prorate and pay Additional Rent for each applicable Property shall survive the Closing.

Rents. 3.1. From and after the Commencement Date, Subtenant shall pay to Sublandlord rent (“Base Rent”) at the rate per annum equal to the Sublease Rental Rate, payable in equal monthly installments in advance on the first day of each month in the amounts specified in Section 1.7. The monthly installment of Base Rent shall be pro-rated for arty partial month occurring within the Term. 3.2. In addition to Base Rent, Subtenant shall pay to Sublandlord an amount equal to one hundred three percent (103%) of Subtenant’s Proportionate Share of all amounts payable by Sublandlord from time to time with respect to electricity furnished to the Prime Lease Premises and the portion of the 11th floor public corridor included in the submeter serving the Prime Lease Premises. Alternatively, if the Premises are not submetered, then Subtenant shall pay to Sublandlord an amount equal to $2.50 per rentable square foot per annum for electricity. Such payment shall be deemed Additional Rent hereunder and shall be due within fifteen (15) days after Subtenant is billed therefor. If Subtenant shall so request, Sublandlord shall provide Subtenant with a copy of any electricity xxxx provided by the utility company or by Prime Landlord. All rentsRent due hereunder shall be paid in lawful money of the United States at such place as Sublandlord may from time to time designate, percentage rentsand in lieu of such specific and separate designation, common area chargesthen at the place designated in Section 12 of this Sublease for the giving of notices to Sublandlord. All such payments shall be pro-rated for any partial month occurring within the term of this Sublease. 3.3. Subtenant shall, operating expenseswithin fifteen (15) business days of receipt of notice of demand (together with copies of supporting documentation reasonably satisfactory to Subtenant), real estate taxes, parking charges and other costs pay or charges paid by tenants reimburse Sublandlord for all amounts payable under the Leases and licensees Prime Lease, the True North Lease or the Hiro Lease under the Licenses (collectively, “Rents”) shall be prorated as of the Apportionment Time (as defined below), any indemnities thereunder to the extent actually collected by Seller prior to the Closing Date. All Rents received from tenants or licensees after Closing by Seller or Purchaser will first be applied to that any such charges as are then due for the month in which Closing occurs and prorated appropriately between the parties based on the Apportionment Time, and then applied to any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in full. For a period of nine (9) months after the Closing Date, Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts to collect payment arises from the tenants and licensees all Rents that are delinquent act or omission of Subtenant and/or any agent, contractor, sub-subtenant, assignee or affiliate of Subtenant or any employee thereof or arising out of Subtenant’s request for the period prior to Closing. Purchaser shall remit to Seller service or work including: (a) above building standard or overtime heating or cooling; (b) extra cleaning; (c) overtime or dedicated freight elevator service; or (d) any Rents received maintenance, repair or other service for which a separate charge is made by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of such RentsPrime Landlord, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue all rights and remedies against the applicable tenants True North or licensees to recover such delinquencies; provided, however, that Seller shall not be entitled to dispossess such tenants or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy of any tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or LicensesHiro. 3.4. As used herein, the term “Apportionment TimeAdditional Rent” shall mean 11:59 p.m. Pacific time include all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Base Rent, and the term “Rent” or “Rents” shall refer to Base Rent and Additional Rent. Subtenant shall promptly pay all Rent as and when the same shall become due and payable without setoff, offset or deduction of any kind whatsoever and, if Subtenant fails to pay any Rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of nonpayment of Rent. In no event shall Subtenant be liable to pay Sublease Tax Payments or Sublease Operating Expense Payments as defined in the Prime Sublease. 3.5. Sublandlord’s failure to make a demand under this Sublease shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any Rents which may have become due pursuant to this Sublease. Subtenant’s liability for Rents accruing during the Term shall survive the expiration or sooner termination of this Sublease. 3.6. If Subtenant arranges with Prime Landlord directly for any service, work or good, then Subtenant shall timely pay for all such services, work or goods. 3.7. All amounts due from Subtenant to Sublandlord under this Sublease shall be paid by good and sufficient check (subject to collection) drawn on a bank which is a member of the New York Clearing House. The monthly fixed Rent payable on account of any partial calendar month during the term, if any, shall be prorated on a per diem basis. 3.8. This Sublease provides for the abatement of Base Rent for the fifth month of the Term and the sixth month of the Term only (the “Abatement Period”). Subtenant’s obligation to pay Additional Rent, or any other sums due other than Base Rent, shall not xxxxx during the Abatement Period. Subtenant’s obligation to make payments of Base Rent will commence on the date first day of the month immediately prior to after the Closing Dateexpiration of the Abatement Period.

Rents. All rents, percentage rents, common area charges, operating expenses, real estate taxes, parking charges collected rents and other costs or charges paid by payments from tenants under the Leases and licensees under the Licenses (collectively, “Rents”) leases shall be prorated between Contributor and Beacon as of the Apportionment Time (as defined below), to the extent actually collected by Seller day prior to the Closing Date. All Contributor shall be entitled to all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges, and other revenue of any kind attributable to any period under the Leases prior to but not including the Closing Date. Beacon shall be entitled to all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges and other revenue of any kind attributable to any period under the Leases on and after the Closing Date. Rents received from tenants and expense escalations or licensees other reimbursements due landlord under the Leases not collected as of the Closing Date shall not be prorated at the time of Closing, but Beacon shall make a good faith effort to collect the same on Contributor's behalf and to tender the same to Contributor upon receipt (which obligation of Beacon shall survive the Closing and not be merged therein); PROVIDED, HOWEVER, that all rents, escalations and other reimbursements due landlord under the Leases collected by Beacon on or after the Closing by Seller or Purchaser will Date shall first be applied to such charges all amounts due under the Leases at the time of collection for post-Closing periods (I.E., current rents and sums due Beacon as are then the current owner and landlord) with the balance (if any) payable to Contributor, but only to the extent of amounts delinquent and actually due for the month in which Closing occurs and prorated appropriately between the parties based on the Apportionment Time, and then applied to any delinquencies in their reverse order of accrual until such delinquencies Contributor. Beacon shall not have been satisfied in full. For a period of nine (9) months after the Closing Date, Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts an exclusive right to collect from the tenants sums due Contributor under the Leases and licensees all Rents that are delinquent Contributor hereby retains its rights to pursue any tenant under the Leases for the period prior to Closing. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are sums due Contributor for periods attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt Contributor's ownership of such Rentsthe Property; PROVIDED, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue all rights and remedies against the applicable tenants or licensees to recover such delinquencies; provided, howeverHOWEVER, that Seller Contributor shall not be entitled permitted to dispossess such tenants commence or licensees, disturb their possession of their leased premises, seek pursue any involuntary bankruptcy of legal proceedings against any tenant seeking eviction of such tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations the termination of the underlying lease. Contributor's rights under their Leases or Licenses. As used herein, the term “Apportionment Time” immediately preceding sentence shall mean 11:59 p.m. Pacific time on the date immediately prior to survive the Closing Dateand not be merged therein. Beacon shall receive a credit against the Consideration for pre-paid rentals held by Contributor covering the period post-Closing.

Rents. All rentsnon-delinquent rents (including all accrued tax, percentage rentsutility, common area chargesinsurance and operating expense pass-throughs), charges and revenue of any kind actually received from the Cargill Lease for the month of Closing will be prorated at Closing. Seller will receive all rents (including all accrued tax, utility and operating expensesexpense pass-throughs), real estate taxes, parking charges and other costs or charges paid revenue of any kind received from the Cargill Lease up to, but not including, the Closing. No proration will be made with respect to any delinquent rents of any kind receivable from the Cargill Lease for any period before Closing. All amounts collected by tenants Buyer subsequent to Closing relating to delinquent rents will be promptly remitted to Seller; provided that all rents received by Buyer after Closing will be applied first to the rental period in which the Closing occurred, second to any current rental period following the Closing and third to satisfy delinquent rental obligations for any period before Closing not prorated at Closing. Seller will retain all ownership rights relating to any such delinquent rents, however in no event may Seller take any action against the tenant under the Leases and licensees Cargill Lease or any other person liable for such delinquent rents. In consideration for such waiver by Seller, Buyer covenants for a period of four (4) months to include in its regular monthly billing to the tenant under the Licenses Cargill Lease a request for payment of any delinquent amounts owing to Seller. Notwithstanding the foregoing, if any of such operating expenses and other charges and expenses are payable by the tenant under the Cargill Lease (collectively, the “Rents”Tenant Charges“) on an estimated basis, then the Tenant Charges shall be prorated reconciled against actual charges and expenses as of and at the Apportionment Time (as defined below)Closing, to the extent actually collected by Seller prior to the Closing Date. All Rents received from tenants or licensees after Closing by Seller or Purchaser will first be applied to such charges as are then due for the month in which Closing occurs and prorated appropriately between the parties based on the Apportionment Timepossible, and then applied to any delinquencies in their reverse order of accrual until such delinquencies Seller shall provide a proposed reconciliation for Buyer’s approval. Seller shall have been satisfied in full. For a period of nine ninety (990) months after days following the Closing Date, Purchaser shall, at no out-of-pocket cost to it, cooperate provide Buyer with Seller’s efforts to collect a final reconciliation of Tenant Charges (including all backup and supporting evidence of actual costs versus estimated payment received from the tenants and licensees all Rents tenant). If the final reconciliation shows that are delinquent for the period prior Seller owes Buyer additional sums, Seller shall deliver such amount to Closing. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing Buyer within ten (10) Business Days from Purchaser’s receipt days after the delivery of the final reconciliation of the Tenant Charges. If the final reconciliation shows that the tenant under the Cargill Lease owes Seller additional sums, Buyer shall pay such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. amount to Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Sellerdays after Buyer’s receipt of such Rentsamounts from the tenant under the Cargill Lease. Other than as set forth above, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue all rights and remedies against the applicable tenants or licensees to recover such delinquencies; provided, however, that Seller there shall not be entitled to dispossess any further reconciliation of such tenants or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy of any tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used hereinTenant Charges after the final reconciliation thereof, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior proration of such Tenant Charges pursuant to the final reconciliation being conclusively presumed to be accurate. After the Closing Datebut subject to the foregoing obligations of Seller and Buyer, Buyer shall be solely liable and responsible to the tenant under the Cargill Lease for such reconciliation of Tenant Charges under the Cargill Lease. The foregoing covenants made by Buyer and Seller with respect to the final reconciliation of the Tenant Charges survives the Closing.

Rents. All rents, collected Rents shall be prorated between Seller and Buyer as of 12:01 a.m. on the Closing Date. Seller shall be entitled to all Rents attributable to the period up to but not including the Closing Date. Buyer shall be entitled to all Rents attributable to any period on and after the Closing Date. Except with respect to percentage rents, common area charges, operating expenses, real estate taxes, parking charges and other costs or charges paid by tenants under the Leases and licensees under the Licenses rents (collectively, “Rents”) which shall be prorated as of the Apportionment Time (as defined provided below), Rents not collected as of the Closing Date shall not be prorated at the time of Closing. With respect to percentage rent due from any tenant, Buyer and Seller agree that at Closing, estimated percentage rent shall be prorated for the extent actually calendar year in which the Closing occurs (even though the same may not have been collected by Seller as of the Closing) based upon the amount of percentage rent due from such tenant for the calendar year immediately prior to the calendar year in which the Closing Dateoccurs. All After Closing, Buyer shall make a good faith effort for a period not less than six (6) months to collect any Rents received from tenants not collected as of the Closing Date on Seller's behalf and to tender the same to Seller upon receipt (which obligation of Buyer shall survive the Closing and not be merged therein); provided, however, that all Rents collected by Buyer on or licensees after the Closing by Seller or Purchaser will date shall first be applied to all amounts due under the Leases at the time of collection (i.e., current Rents and sums due Buyer as the current owner and landlord) with the balance (if any) payable to Seller, but only to the extent of amounts delinquent and actually due Seller. Seller agrees that the invoicing of delinquent tenants on a monthly basis shall constitute a good faith effort and Buyer shall not be obligated to enforce its rights under the Leases, or threaten such charges as are then enforcement, or to bring any proceedings in a court of law or equity. Buyer shall not have an exclusive right to collect the sums due for Seller under the month in which Closing occurs and prorated appropriately between the parties based on the Apportionment TimeLeases, and then applied Seller hereby retains its rights to pursue any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in full. For a period of nine (9) months after tenant under the Closing Date, Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts to collect from the tenants and licensees all Rents that are delinquent Leases for the period prior to Closing. Purchaser shall remit to sums due Seller any Rents received by Purchaser subsequent to Closing which are for periods attributable to periods prior to Closing within ten Seller's ownership of the Property (10) Business Days from Purchaser’s receipt of such Rentsincluding, less third partywithout limitation, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together any percentage rent that may be due with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period of time prior to Closing, Seller shall have regardless of when the right same is to pursue all rights and remedies against be paid to the owner of the Property pursuant to the terms of the applicable tenants or licensees to recover such delinquenciesLease); provided, however, that Seller (i) shall be required to notify Buyer in writing of its intention to commence or pursue such legal proceedings; (ii) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after Closing and shall commence such proceeding, if at all, prior to the 1st anniversary of the Closing Date; and (iii) shall not be entitled permitted to dispossess such tenants commence or licensees, disturb their possession of their leased premises, seek pursue any involuntary bankruptcy of legal proceedings against any tenant seeking eviction of such tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licensesthe termination of the underlying lease. As used herein, The terms of the term “Apportionment Time” immediately preceding sentence shall mean 11:59 p.m. Pacific time on the date immediately prior to survive the Closing Dateand not be merged therein.

Rents. All rentsfixed and additional rentals under the Tenant Leases, percentage rents, common area charges, operating expenses, real estate taxes, parking charges refundable security deposits and other costs or tenant charges paid by tenants under the Leases and licensees under the Licenses (collectively, “Rents”) shall be prorated as between Buyer and Seller, Seller being charged and credited for all of the Apportionment Time (as defined below), same allocable to the extent actually collected by period up to the Closing Date and Buyer being charged and credited for all of the same allocable to the period from and after the Closing Date. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods from and after the Closing Date and all refundable security deposits listed on Exhibit M-1 which are not applied or forfeited prior to the Closing Date pursuant to the applicable Tenant Leases to Buyer on the Closing Date. All Rents received from At Closing, Seller shall commence the transfer to Buyer of any security deposits which are held in the form of letters of credit (the “SD Letters of Credit”) if the same are transferable at Closing; if any of the SD Letters of Credit are not transferable, Seller shall request the tenants obligated under such SD Letters of Credit to cause new letters of credit to be issued in favor of Buyer in replacement thereof and in the event such existing letter of credit is not transferred or licensees such new letter of credit is not issued in favor of Buyer by Closing, Buyer shall diligently pursue such transfer or replacement, as applicable, after Closing and, until such transfer or issuance, Seller shall take all reasonable action, as directed by Buyer and at Buyer’s expense, in connection with the presentment of such SD Letters of Credit for payment as permitted under the terms of the applicable Tenant Lease, and in consideration of Seller’s agreement as aforesaid, Buyer shall indemnify, defend and hold Seller harmless from any liability, damage, loss, cost or Purchaser will first expense arising out of the SD Letters of Credit after the Closing. Such indemnification shall survive the Closing. Rents that are delinquent as of the Closing Date shall not be applied to such charges as are then due for the month in which Closing occurs and prorated appropriately between the parties based on the Apportionment Time, and then applied to any Closing Date. Buyer shall include such delinquencies in their reverse order of accrual until such delinquencies have been satisfied its normal billing and shall diligently pursue the collection thereof in fullgood faith after the Closing Date (but Buyer shall not be required to litigate or declare a default in any Tenant Lease). For a period of nine (9) months To the extent Buyer receives rents on or after the Closing Date, Purchaser shallsuch payments shall be applied first toward the payment of then current rent owed to Buyer in connection with the applicable Tenant Lease for which such payments are received, at no out-of-pocket cost to it, cooperate with Seller’s share thereof being promptly delivered to Seller, and any excess monies received shall be applied toward any delinquent rents owed to Buyer and then any excess to Seller. Buyer may not waive any delinquent rents nor modify a Tenant Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent. Buyer shall make commercially reasonable collection efforts with respect to collect from the tenants delinquent rents and licensees all Rents that are delinquent for the period prior to Closing. Purchaser shall remit any other amounts owed to Seller hereunder (but shall not be required to litigate or declare a default in any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentationTenant Lease). With respect to delinquent rents and any Rents that other amounts or other rights of any kind respecting tenants who are delinquent for no longer tenants of the period prior to ClosingProperty as of the Closing Date, Seller shall have the right to pursue retain all rights and remedies against the applicable tenants or licensees to recover such delinquencies; provided, however, that Seller shall not be entitled to dispossess such tenants or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy of any tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior to the Closing Daterelating thereto.

Rents. All rents(a) Purchaser will receive a credit for all prepaid Rents, if any, paid by any tenants. Rents under the Leases will be adjusted and pro rated on an “if as and when collected” basis. If, on the Closing Date, there are any unpaid rents for the month of Closing or past due Rents owed by any tenant for any prior period, Rents collected by Purchaser after the Closing Date from such tenants will be applied first, to amounts due Purchaser for periods following the month in which the Closing occurred, second, to the month of Closing; third, to amounts due Seller for the month prior to Closing; and fourth, to amounts due Seller for periods prior to the month before the Closing occurred. The party receiving such amount shall pay to the other party the portion to which it is entitled, within ten (10) days of its receipt of same. (a) Supplementing subsection (a) above, additional or escalation rent based upon: (x) a percentage rents, common area chargesof sales or (y) tenant’s share of real estate taxes, operating expenses, real estate taxeslabor costs, parking charges and other costs of living indices or charges paid by tenants under the Leases and licensees under the Licenses xxxxxx’x wages (collectively, “RentsOverage Rent”) shall be prorated adjusted and pro rated on an if, as of the Apportionment Time (as defined below), and when collected basis. The following shall apply to the extent actually collected by Seller Overage Rent is billed on the basis of Landlord’s estimates or an annual budget, which is subject to subsequent reconciliation and readjustment with each such tenant at the end of the applicable year: (i) At least two (2) business days prior to the Closing Date. All Rents received from tenants or licensees after Closing by , Seller or shall provide Purchaser will first be applied to such charges as are then due with a reconciliation statement for calendar year 2015 through the end of the calendar month in which Closing occurs and prorated appropriately between the parties based on the Apportionment Time, and then applied to any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in full. For a period of nine (9) months after preceding the Closing Date, Purchaser shallwith all necessary supporting documentation, at no out-of-pocket cost as to it, cooperate with the Overage Rent paid by the tenants for calendar year 2015. Such reconciliation statement shall indicate any difference between the Overage Rent paid by the tenants (based on Seller’s efforts annual 2015 budget for real estate taxes and operating expenses) and the amount that should have been paid by the tenants through the Closing Date (based on the actual expenses covering such time period); (ii) If the Seller has collected more on account of such Overage Rent than such actual amount for such time period (with it being acknowledged that such calculation shall be made only with respect to collect actually collected Overage Rent sums for such time period, and not any such sums that may be so receivable from tenants), then the amount of such difference shall be credited to Purchaser at the Closing; (iii) If Seller has collected less from the tenants and licensees all for Overage Rents that are delinquent than the actual amounts for such time period, then the period prior to Closing. Purchaser amount of such under-collected rents shall remit be credited to Seller any Rents received by Purchaser subsequent at Closing; (iv) Any Seller proposed prorations relating to Closing which are attributable Overage Rent shall be subject to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt review and reasonable approval. Upon written request of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue all rights and remedies against the applicable tenants or licensees to recover such delinquencies; provided, however, that Seller shall not be entitled to dispossess such tenants or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy of any tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior either party to the other delivered on or before March 31, 2016, Overage Rent shall be reprorated as of Closing. (b) The provisions of this Section 11.3 shall survive the Closing Dateand the delivery of the Deed until March 31, 2016.

Rents. All rentscollected rents and other payments from tenants under the leases shall be prorated between Seller and Buyer as of the day prior to the Closing Date in accordance with the proration principles set forth in this Article 5. As used herein, the term "Revenue" shall include base rent, minimum rent, fixed rent, percentage rentsrent, additional rent, expense reimbursements, operating cost pass-throughs, utility charges, common area maintenance charges, operating expensesadministrative charges, real estate taxesreimbursements for property taxes and assessments, parking insurance charges and any other costs sums or charges paid by tenants payable to Seller under the Leases and licensees the REA's. Seller shall be entitled to all Revenue attributable to any period under the Licenses (collectively, “Rents”) shall be prorated as of the Apportionment Time (as defined below), Leases and REA's to the extent actually collected by Seller prior to but not including the Closing Date. All Rents received from tenants or licensees Buyer shall be entitled to all Revenue attributable to any period under the Leases and REA's on and after the Closing Date. Revenue due to Seller and not collected as of the Closing Date shall not be prorated at the time of Closing, but Buyer shall make a good faith effort for one year after Closing to collect the same on Seller's behalf and to tender the same to Seller upon receipt (which obligation of Buyer shall survive the Closing and not be merged therein); provided, however, that all Revenue collected by Seller Buyer on or Purchaser will after the Closing Date shall first be applied to such charges all amounts due under the Leases or REA's as are then the case may be, at the time of collection (i.e., current rents and sums due Buyer as the current owner and landlord) with the balance (if any) payable to Seller, but only to the extent of amounts delinquent and actually due Seller and after deducting Buyer's reasonable collection expense. Buyer shall have the exclusive right and obligation to collect the sums due Seller under the Leases for the month in which Closing occurs and prorated appropriately between the parties based on the Apportionment Time, and then applied to any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in full. For a period of nine six (96) months after following Closing, but Seller hereby retains its rights to pursue any tenant under any lease which has been terminated and under which the Closing Date, Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts to collect from the tenants and licensees all Rents that are delinquent for the period prior to Closing. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period tenant has vacated its premises prior to Closing, or any other lease from and after the date that is six (6) months after Closing for sums due Seller shall have for periods attributable to Seller's ownership of the right to pursue all rights and remedies against the applicable tenants or licensees to recover such delinquenciesProperty; provided, however, that Seller shall not be entitled permitted to dispossess such tenants commence or licensees, disturb their possession of their leased premises, seek pursue any involuntary bankruptcy of legal proceedings against any tenant seeking eviction of such tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations the termination of the underlying lease. Seller's rights under their Leases or Licenses. As used herein, the term “Apportionment Time” immediately preceding sentence shall mean 11:59 p.m. Pacific time on the date immediately prior to survive the Closing Dateand not be merged therein. Buyer shall receive a credit against the Purchase Price for pre-paid Revenue covering the period on and after Closing.

Rents. All fixed and additional rentals under the Leases, and other tenant charges. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date (to the extent not applied or forfeited prior to the Closing Date) to Buyer on the Closing Date. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date. Buyer shall include such delinquencies in its normal billing and shall use commercially reasonable efforts to collect the same for a period of ninety (90) days after the Closing Date (but Buyer shall not be required to litigate or declare a default in any lease). To the extent Buyer receives rents (other than "Additional Amounts", as hereinafter defined) on or after the Closing Date, such payments shall be applied first toward then current rent owed to Buyer in connection with the applicable lease for which such payments are received, and finally toward any excess monies received shall be applied toward the payment of any delinquent rents, percentage rentswith Seller's share thereof being promptly delivered to Seller. Until the date that is ninety (90) days after the Closing Date, common Buyer may not waive any delinquent rents nor modify a lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent. Common area charges, operating expenses, real estate taxes, parking charges operating expense and other costs or charges paid by similar expense reimbursement obligations of the tenants under the Leases and licensees under the Licenses Leases, as well as any percentage payable thereunder (collectively, “Rents”"Additional Amounts") shall be prorated effective as of the Apportionment Time Closing Date. The parties will finalize such Additional Amounts prorations on the Closing Date or as soon as practicable thereafter (as defined belowbut in any event not later than December 15, 1997), . Proration of expense items contained in the calculation of the Additional Amounts shall be made on the basis that Seller shall be entitled to reimbursement of the extent actually collected applicable expenses paid by Seller (annualized or otherwise appropriately apportioned) prior to the Closing Date. All Rents To the extent that, based on such determinations, Seller has received from tenants amounts in excess of the amount due Seller, then Seller shall deliver such excess amount to Buyer on the Closing Date (or licensees after if determined thereafter, then within 15 days of such determination). To the extent that Seller has received an amount less than the amount so due, Buyer shall deliver such shortfall amount to Seller on the Closing by Date (or if determined thereafter, then within 15 days of such determination). The amount of percentage rent to be allocated to Seller or Purchaser will first be applied with respect to such charges as are then due each Tenant Lease for the month lease year (the "Current Lease Year") in which the Closing Date occurs shall be that amount equal to (i) the amount by which (A) the tenant's gross receipts (to the extent taken into account in determining percentage rent under such Tenant Lease) for that portion of such Current Lease Year occurring prior to the Closing Date exceed (B) the "Allocable Base Amount", multiplied by (ii) the percentage specified in such Tenant Lease to be used in determining such tenant's percentage rent for such Current Lease Year. The "Allocable Base Amount" means that portion of the "Base Amount" for such Current Lease Year determined by multiplying such Base Amount for the entire Current Lease Year by a fraction, the numerator of which is the number of days in such Current Lease Year occurring prior to the Closing Date and the denominator of which is the number of days of such Current Lease Year. "Base Amount" is the amount specified in each Tenant Lease for such Current Lease Year that must be exceeded by the sales of the tenant during such Current Lease Year before such tenant shall be obligated thereunder to pay percentage rent for such Current Lease Year. Buyer shall not be obligated to pay or credit Seller any sum on account of the proration of percentage rent as aforesaid unless and until the percentage rent to be prorated appropriately between as aforesaid shall be received by Buyer. With respect to delinquent rents, Additional Amounts and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the parties based on the Apportionment Time, and then applied to any delinquencies in their reverse order Property as of accrual until such delinquencies have been satisfied in full. For a period of nine (9) months after the Closing Date, Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts to collect from the tenants and licensees all Rents that are delinquent for the period prior to Closing. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue retain all rights and remedies against the applicable tenants or licensees to recover such delinquencies; provided, however, that Seller shall not be entitled to dispossess such tenants or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy of any tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior to the Closing Daterelating thereto.

Rents. All rents, percentage rents, common area charges, operating expenses, real estate taxes, parking charges Rents and other costs or charges paid payable by tenants under the Leases and licensees under the Licenses (collectively, “"Rents”") shall be prorated apportioned as and when collected. Any Rents collected by Purchaser (which shall include Rents collected by any agent acting for Purchaser) subsequent to the Closing (whether due and payable prior to or subsequent to the Closing Date) shall be adjusted as of the Apportionment Time 11:59 p.m. on the Closing Date (as defined belowthe "Adjustment Point"), and any portion thereof properly allocable to periods prior to the extent actually Adjustment Point, net of costs of collection properly allocable thereto, if any, shall be paid by Purchaser to Seller (or such parties as may be directed by Seller) promptly after the collection thereof by Purchaser, but subject to the further provisions of this Section in the case of Rents due prior to the Adjustment Point. If prior to the Closing Seller, the Joint Ventures and their respective Subsidiaries shall have collected any Rents (which shall include Rents collected by any agent acting for such parties) which are properly allocable in whole or in part to periods subsequent to the Adjustment Point, the portion thereof so allocable to periods subsequent to the Adjustment Point, net of costs of collection properly allocable thereto, if any, shall be credited to Purchaser by Seller at the Closing. As used in this Section the term "costs of collection" shall mean and include reasonable attorneys' fees and other costs incurred by Purchaser or Seller, the Joint Ventures and their respective Subsidiaries in collecting any Rents, but shall not include the regular fees payable to any property manager for the Property, the payroll costs of any of Seller's, the Joint Ventures' or Purchaser's employees or any other internal costs or overhead of Seller, the Joint Ventures and their respective Subsidiaries or Purchaser. 1) Ten (10) business days prior to the Closing, Seller shall deliver to Purchaser a list of all tenants which are delinquent in payment of Rents as of the Adjustment Point, which list shall set forth the amount of each such delinquency, the period to which each such delinquency relates and the nature of the amount due itemizing separately, as applicable, fixed monthly rent, tax reimbursements, common area maintenance, operating expense escalations, electric charges, charges for tenant services, charges for overtime services, percentage rent and other charges, if any. Any amount collected by Purchaser after the Closing Date, from tenants who owe Rents for periods prior to the Closing Date. All Rents received from tenants or licensees after Closing by Seller or Purchaser will first , shall be applied to such charges as are then due (i) first, in payment of Rents for the month in which the Closing Date occurs (the "Closing Month"), (ii) second, in payment of Rents for the periods preceding the Closing Month, and (iii) third, in payment of Rents for the periods following the Closing Month. Each such amount, less any costs of collection (including reasonable counsel fees) reasonably allocable thereto, shall be adjusted and prorated appropriately between as provided above, and the parties based party who receives such amount shall promptly pay over to the other party the portion thereof to which it is so entitled. 2) Purchaser shall use commercially reasonable efforts to xxxx and collect any delinquencies set forth on the Apportionment Time, and then applied list delivered by Seller pursuant to any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in full. For this Section for a period of nine six (96) months after the Closing and the amount thereof, as, when and to the extent collected by Purchaser, shall, if due to Seller or the Joint Ventures pursuant to the provisions of this Section, be paid by Purchaser to Seller (or such parties as directed by Seller), less any costs of collection (including reasonable counsel fees) reasonably allocable thereto, promptly after the collection thereof by Purchaser. In no event shall Purchaser be obligated to institute any actions or proceedings or to seek the eviction of any tenant in order to collect any such delinquencies. Thereafter, Seller and the Joint Ventures shall have the right to xxx tenants to collect such delinquencies and Purchaser shall cooperate (but shall not be obligated to spend any money unless Seller or the Joint Ventures have agreed to reimburse Purchaser therefor) with Seller and the Joint Ventures to the extent reasonably necessary, provided, however, Seller shall have no right to cause any such tenant to be evicted or to exercise any other "landlord" remedy (as set forth in the Lease) against such tenant other than to xxx for collection. 3) Following the Closing and upon the written request of Seller and the Joint Ventures, as applicable, Purchaser shall submit or cause to be submitted to Seller, within thirty (30) days after the end of each calendar quarter up to and including the calendar quarter which includes the date that is six (6) months after the Closing Date, but only so long as any delinquencies shall be owed to Seller or the Joint Ventures, a statement which sets forth all collections made by Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts to collect from the tenants and licensees all Rents that are delinquent for which owe such delinquencies through the period prior to Closing. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt end of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentationcalendar quarter. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right from time to pursue time following the Closing until ninety (90) days after receipt by Seller of the last quarterly statement required hereunder, at Seller's expense, to examine and audit so much of the books and records of Purchaser as relate to such delinquencies in order to verify the collections reported by Purchaser in such quarterly statements. 4) Purchaser agrees not to waive or settle any delinquency owed in whole or in part to Seller or the Joint Ventures without the prior written consent of Seller, which consent may be granted or withheld in Seller's sole discretion. 5) With respect to that portion of Rents which are payable on an annual, semiannual or other non-monthly basis, all rights such payments which become due after the Closing, to the extent allocable to periods prior to the Adjustment Point, shall be paid by Purchaser to Seller (or such parties as may be directed by Seller) promptly after receipt thereof, subject to costs of collection, if any, properly allocable thereto. With respect to that portion of Rents that are attributable to payments of expenses such as common area maintenance charges, association charges or advertising and remedies against promotional charges, such Rents shall be apportioned based on which party paid or will pay the applicable correlating expenses for the relevant period. With respect to that portion of Rents which are billed on an index-based formula or on an estimated basis during the fiscal or other period for which paid, at the end of such fiscal or other period Purchaser shall determine whether the items in question have been over billed or under billed (or over- or under-estimated, as applicable). If there has been an over billing or over-estimation and an over billed/estimated amount has been received, Seller shall, promptly after request by Purchaser, pay to Purchaser the portion of such over billed/estimated amount which is properly allocable to the period prior to the Adjustment Point (to the extent such amount was actually received), and promptly thereafter Purchaser shall reimburse the entire over billed/estimated amount to the tenants which paid the same. If there has been an under billing or licensees under-estimation, the additional amount shall be billed by Purchaser to recover the tenants and any amount received by Purchaser, net of costs of collection, if any, to the extent properly allocable to periods prior to the Adjustment Point shall promptly be paid by Purchaser to Seller (or such delinquencies; providedparties as may be directed by Seller). In the event that a tenant requires an audit with respect to an over-billing or under-billing that relates to the time period prior to the Adjustment Point, howeverPurchaser shall promptly notify Seller and Seller may either (i) conduct such audit at its sole cost and expense, that in which case Seller shall not consult with Purchaser in the conduct of same and Purchaser shall reasonably cooperate with Seller and provide Seller with reasonable access to any books and records reasonably necessary to conduct such audit or (ii) decline to conduct such audit, in which case Seller shall reimburse Purchaser for the reasonable costs incurred by Purchaser to conduct such audit relating to the time period prior to the Adjustment Point. 6) Notwithstanding anything to the contrary set forth in this Section, Seller (or such parties as may be directed by Seller) shall be entitled to dispossess receive, and Purchaser shall pay to Seller (or such parties as may be directed by Seller) promptly after receipt thereof, net of costs of collection and reasonable attorneys' fees, if any, properly allocable thereto, (i) all amounts payable by tenants on account of all real estate and personal property taxes, general and special assessments, water and sewer charges, license fees and other fees and charges assessed or licenseesimposed by governmental authorities upon the Properties (the "Impositions") which, disturb pursuant to the terms of this Section, it is Seller's obligation to pay and discharge (to the extent Seller either paid such amounts or Purchaser received a credit therefor pursuant to this Section), which amounts shall be apportioned between Seller and Purchaser in the same manner as the Impositions to which they relate and (ii) all amounts payable by tenants on account of utilities which, pursuant to the terms of this Section, it is Seller's obligation to pay and discharge (to the extent Seller either paid such amounts or Purchaser received a credit therefor pursuant to this Section), which amounts shall be apportioned between Seller or such Joint Venture and Purchaser in the same manner as the utilities to which they relate. Notwithstanding anything to the contrary set forth in this Section, Purchaser shall be entitled to receive, and Seller shall pay to Purchaser promptly after receipt thereof, net of costs of collection and reasonable attorneys' fees, if any, properly allocable thereto, (i) all amounts payable by tenants on account of Impositions which, pursuant to the terms of this Section, it is Purchaser's obligation to pay and discharge (to the extent Purchaser either paid such amounts or Seller received a credit therefor pursuant to this Section), which amounts shall be apportioned between Seller and Purchaser in the same manner as the Impositions to which they relate and (ii) all amounts payable by tenants on account of utilities which, pursuant to the terms of this Section, it is Purchaser's obligation to pay and discharge (to the extent Purchaser either paid such amounts or Seller (or a party designated by Seller) received a credit therefor pursuant to this Section), which amounts shall be apportioned between Seller and Purchaser in the same manner as the utilities to which they relate. 7) Any advance rental deposits or payments held by Seller, a Joint Venture or their possession of their leased premises, seek any involuntary bankruptcy of any tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time respective Subsidiaries on the date immediately prior Closing Date and applicable to periods of time subsequent to the Adjustment Point, and any security deposits held by such parties on the Closing Date, together with interest thereon, if any, which, under the terms of the applicable Leases, is payable to the tenants thereunder, shall be paid or credited to Purchaser at the Closing.

Rents. All rents, percentage rents, common area charges, operating expenses, real estate taxes, parking charges As additional and other costs or charges paid by tenants under collateral security for the Leases and licensees under the Licenses (collectively, “Rents”) shall be prorated as payment of the Apportionment Time (as defined below), to the extent actually collected by Seller prior to the Closing Date. All Rents received from tenants or licensees after Closing by Seller or Purchaser will first be applied to such charges as are then due for the month in which Closing occurs Debt and prorated appropriately between the parties based on the Apportionment Time, cumulative of any and then applied to any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in full. For a period of nine (9) months after the Closing Date, Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts to collect from the tenants and licensees all Rents that are delinquent for the period prior to Closing. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue all rights and remedies against herein provided for, Mortgagor hereby absolutely and presently assigns to Mortgagee all existing and future Rents, if any, with respect to the applicable tenants Mortgaged Property. Mortgagor hereby grants to Mortgagee the sole, exclusive and immediate right, without taking possession of the Mortgaged Property, to demand, collect (by suit or licensees otherwise), receive and give valid and sufficient receipts for any and all of said Rents, for which purpose Mortgagor does hereby irrevocably make, constitute and appoint Mortgagee its attorney-in-fact with full power to recover appoint substitutes or a trustee to accomplish such delinquenciespurpose (which power of attorney shall be irrevocable so long as any portion of the Debt is outstanding, shall be deemed to be coupled with an interest, shall survive the voluntary or involuntary dissolution of Mortgagor and shall not be affected by any disability or incapacity suffered by Mortgagor subsequent to the date hereof); provided, however, that Seller Mortgagee shall only exercise such power-of-attorney during the continuance of an Event of Default. Mortgagee shall be without liability for any loss that may arise from a failure or inability to collect Rents, proceeds or other payments. However, until the occurrence of a default under this Mortgage that has not be entitled been cured within any applicable grace or cure period, Mortgagor shall have a license to dispossess such tenants collect, receive, use and enjoy the Rents when due and prepayments thereof for not more than one (1) month prior to due date thereof. Upon the occurrence of a default hereunder that has not been cured within any applicable grace or licenseescure period, disturb their Mortgagor's license shall automatically terminate without notice to Mortgagor and Mortgagee may thereafter, without taking possession of their leased premisesthe Mortgaged Property, seek any involuntary bankruptcy collect the Rents itself or by an agent or receiver. From and after the termination of any tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior to the Closing Date.license,

Rents. (1) All rentals, receipts and other revenues from the Property, including base rents, percentage rents, common area charges, operating expenses, real estate taxes, parking charges rents and additional rents (other costs or charges paid by tenants under than those referenced in Section 4(b) below) and the Leases and licensees under the Licenses last sentence of this Section 4(a)(i) (collectively, “"Rents”) "), which have been actually received by Seller and which are payments under Leases for the period from and after the Closing Date, shall be prorated as credited to Buyer, and Buyer shall be entitled to collect all Rents which are delinquent or due on or after the Closing Date. Notwithstanding the foregoing, and the other provisions of this Section 4, Seller shall retain to the extent received by Seller, and Buyer shall pay to Seller, if, when and to the extent received by Buyer (A) any Rents paid by Medical Data Exchange, for all or any portion of the Apportionment Time months of November and December, 1997, which Rent such Tenant has indicated it will now agree to pay, pursuant to a Lease amendment to be executed (in lieu of free rent previously attributable to Tenant's occupancy during such months in 1997), and (B) any amounts paid by Medical Data Exchange as defined belowreimbursement for tenant improvement costs, to the extent that the actual cost of tenant improvements exceeds the amount estimated by Seller for such work (approximately $124,064.00). (2) All Rents collected by Buyer after the Closing Date with respect to each Lease for which Rent payments are delinquent at Closing by not more than thirty (30) days, including without limitation Rents and other amounts collected by Buyer pursuant to the last sentence of Section 4(a)(i) above, and subject to Seller=s retained right to sue therefor with rxxxect to delinquent Rents accruing prior to the Closing Date (or with respect to Medical Data Exchange, prior to December 31, 1997), to the extent actually collected not paid or credited to Seller, shall be credited and paid by Buyer as follows: first to Seller for amounts due before the Closing Date, but unpaid prior to the Closing Date. , and second to Buyer; (3) All Rents received from tenants or licensees collected by Buyer after the Closing Date with respect to each Lease for which Rent payments are delinquent at Closing by Seller more than thirty (30) days shall (subject to Seller's retained right to sue therefor with rxxxect to delinquent Rents accruing prior to the Closing Date, to the extent not paid or Purchaser will credited to Seller) be credited and paid by Buyer as follows: first be applied to such charges Buyer in an amount equal to amounts due as are then due for of the month in which Closing occurs and prorated appropriately between the parties based on the Apportionment Time, and then applied to any delinquencies in their reverse order date of accrual until such delinquencies have been satisfied in full. For a period of nine (9) months collection but after the Closing Date, Purchaser shalland second to Seller in an amount equal to amounts due prior to the Closing Date and unpaid as of the Closing Date; (4) Notwithstanding the foregoing, at no with respect to any Lease for which Rent is paid in arrears, Rent received by Buyer after the Closing shall be credited to the Rent in arrears for the previous month before it is credited to current month or advance Rents; (5) Any delinquent Rents which, as so credited, relate in whole or part to any period prior to the Closing Date shall be remitted by Buyer to Seller when collected by Buyer (net only of Buyer's proportionate share of any reasonable out-of-pocket cost to it, cooperate with Seller’s efforts to collect from the tenants and licensees all Rents that are delinquent for the period prior to Closing. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of such Rents, less third party, out-of-pocket costs reasonably collection expenses actually incurred by Purchaser in collecting such delinquent rentBuyer); and (6) In addition to the foregoing, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue all rights and remedies against the applicable tenants or licensees to recover such delinquencies; provided, however, that Seller shall not be entitled to dispossess such tenants or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy of any tenant improvements, leasing commissions or licenseeother monetary obligations of the landlord under Leases entered into after the Effective Date pursuant to Section 6(c) below, or take any non-judicial action that is calculated which obligations have been paid by Seller, shall be credited to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior to the Closing DateSeller.

Rents. All rents, percentage rents, common area charges, operating expenses, real estate taxes, parking charges and other costs or charges paid by tenants under Rents from the Leases and licensees under the Licenses (collectively, “Rents”) shall be prorated as of the Apportionment Time (as defined below), to the extent actually collected by Seller prior to the Closing Date. All Rents received from tenants or licensees after Closing by Seller or Purchaser will first be applied to such charges as are then due for the month in which the Closing Date occurs and shall be prorated appropriately between so that Seller shall receive all amounts due Seller applicable to time periods up to (but not including) the parties based on the Apportionment TimeClosing Date (excluding delinquencies), and then applied Buyer shall receive all amounts applicable to time periods on and after the Closing Date. Rents are delinquent when payment thereof is more than thirty (30) days past due as of the Closing Date. Delinquent rentals shall be prorated between Buyer and Seller as of the Closing Date but not until they are actually collected by Buyer. Rents for the month in which the Closing Date occurs shall be deemed to have been received by Seller. With respect to any delinquencies in their reverse order Lease with delinquent rents as of accrual until the Closing Date, Buyer shall apply rents (net of all costs of collection) received after the Closing first to rents due to Buyer and second to payment of delinquent rents due to Seller. With respect to such delinquencies have been satisfied in full. For delinquent rents, Buyer agrees to use its commercially reasonable efforts (provided that it shall not be obligated to spend money) for a period of nine three (93) months following the Closing to collect the amount of any delinquent rent from tenants and Buyer agrees to remit promptly to Seller any excess delinquent rent related to periods of time through the Closing Date, subject to the priorities set forth above, actually paid by such tenants and/or to Buyer. Seller shall retain the right to commence legal action against a tenant for any delinquent rent apportioned to the Seller, at Seller’s sole cost and expense, except Seller may not bring unlawful detainer proceedings or similar actions to dispossess a tenant without the consent of Buyer, which may be withheld in Buyer’s sole and absolute discretion. In the event Buyer collects or is paid any accounts receivable of Seller for any period prior to the Closing Date (which accounts receivable shall at all times shall remain the property of Seller), Buyer shall remit such amounts so collected or paid to Seller within five (5) business days of receipt thereof. Buyer shall provide Seller monthly statements for six (6) months after the Closing Date, Purchaser shallcertified by Buyer, at no out-of-pocket cost itemizing all delinquent rents or accounts receivable collected on behalf of Seller following the Closing Date. Furthermore, Buyer shall receive a credit against the Purchase Price on the Closing Date in an amount equal to it, cooperate with Seller’s efforts to collect from the tenants and licensees sum of all Rents that are delinquent for the period prior to Closing. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents rents received by Seller subsequent prior to the Closing which are Date attributable to periods from and after the Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for Date and the period prior to Closing, Seller shall have the right to pursue all rights and remedies against the applicable tenants or licensees to recover such delinquencies; provided, however, that Seller shall not be entitled to dispossess such tenants or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy amount of any tenant other credits, security deposits or licensee, or take other deposits due tenants under any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used herein, of the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior to the Closing DateLeases.

Rents. All fixed rents, percentage rentsparking fees, common area charges, operating expenses, real estate taxes, parking charges administration fees and other costs charges or charges amounts paid or payable by tenants under the Leases or in connection with their use or occupancy of the Property or any service or amenity relating thereto, including water, electricity, gas, sewage or other utilities or pass through fees and licensees under charges (whether paid in advance of the Licenses date when such payment is due or otherwise) (collectively, “Rents”) ). Seller shall be prorated as of deliver or provide a credit in an amount equal to all prepaid Rents for periods from and after the Apportionment Time Closing Date and all Fees and all refundable cash Security Deposits including interest thereon, if any (as defined below), to the extent actually collected the Security Deposits were made by Seller tenants and are not applied or forfeited prior to the Closing Date in accordance with the terms and conditions of the applicable Leases) as set forth in the Rent Roll or otherwise delivered pursuant to a New Lease, to Buyer on the Closing Date. All Rents received that are delinquent (or payable but unpaid) as of the Closing Date shall not be prorated on the Closing Date. At Closing, Seller shall deliver to Buyer a schedule of all such delinquent or payable but unpaid rent. Buyer shall include such delinquencies (or unpaid amounts) in its normal billing and shall in good faith use commercially reasonable efforts to pursue the collection of such past due Rents for ninety (90) days after the Closing Date (but Buyer shall not be required to litigate or declare a default in any Lease or take any additional actions in connection with the recovery from tenants of such delinquencies or licensees other unpaid amounts). To the extent Buyer receives payment of Rents (or income in connection with other tenant charges) from a tenant on or after the Closing by Seller or Purchaser will first Date, such payments shall be applied (y) first, toward the Rent (or other tenant charges) due to such charges as are then due Buyer for the month in which the Closing occurs or for periods following the month in which the Closing occurs and prorated appropriately between the parties based on the Apportionment Time(z) second, and then applied to any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in fulldelinquent Rents owed to Seller, with Seller’s share thereof being promptly delivered to Seller. For a period of nine (9) months From and after the Closing Date, Purchaser shall, Seller may not sue any tenants at no out-of-pocket cost to it, cooperate with Seller’s efforts to collect from the Property or otherwise pursue any tenants at the Property for Rents and licensees all Rents that are delinquent for the period prior to Closing. Purchaser shall remit to Seller hereby waives any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue all rights and remedies against do so. The provisions of this Section 11.1 shall survive the applicable tenants or licensees to recover such delinquencies; provided, however, that Seller shall not be entitled to dispossess such tenants or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy of any tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior to the Closing DateClosing.

Rents. All rentsRents shall be apportioned as and when collected and paid to Transferor or Transferee, percentage rentsas applicable, common area chargesas provided in this Article VI. Any Rents collected by the Joint Venture (which, operating expensesfor purposes of this Section 6.01, real estate taxes, parking charges shall include Rents collected by any property manager or other agent acting for the Joint Venture) subsequent to the Closing (whether due and other costs payable prior to or charges paid by tenants under subsequent to the Leases and licensees under the Licenses (collectively, “Rents”Adjustment Point) shall be prorated adjusted as of the Apportionment Time (as defined below)Adjustment Point, and any portion thereof properly allocable to periods prior to the extent actually collected Adjustment Point, net of costs of collection properly allocable thereto, if any, shall be paid by Seller Transferees to Transferors (pro rata in accordance with their respective Percentage Interests) after the Closing Date not less than 30 days after the close of the month in which such amount was received by the Joint Venture, but subject to the further provisions of this Section 6.01 in the case of Rents due prior to the Adjustment Point. If prior to the Closing Datethe Joint Venture shall have collected, or if subsequent to the Closing either Transferor shall collect, any Rents (which, for the purposes of this Section 6.01, shall include Rents collected by any Managing Agent or other agent acting directly or indirectly for Transferors) which are properly allocable in whole or in part to periods subsequent to the Adjustment Point, the portion thereof so allocable to periods subsequent to the Adjustment Point, net of costs of collection properly allocable thereto, if any, shall be credited to Transferees by Transferors at the Closing or, if collected after the Closing, promptly remitted by the Transferor collecting the same to Transferees. As used in this Section 6.01 the term "costs of collection" shall mean and include reasonable attorneys' fees and other costs incurred by the Joint Venture, Transferees or Transferors in collecting any Rents, but shall not include the regular fees payable to any property manager for the Mall, the payroll costs of any employees or any other internal costs or overhead of Transferors, Transferees or their respective Affiliates. (a) One week prior to the Closing Transferors shall deliver to Transferees (i) a list of all Tenants and Adjoining Owners which are delinquent in payment of Rents as at the Adjustment Point, which list shall set forth the amount of each such delinquency, the period to which each such delinquency relates and the nature of the amount due and (ii) a list of each Tenant and Adjoining Owner which paid percentage or overage rent based on sales or gross income during the fiscal year in which the Closing Date occurs and the amount so paid by each such Tenant or Adjoining Owner through the Adjustment Point. All amounts collected by the Joint Venture from each delinquent Tenant or Adjoining Owner within 30 days after the Closing, net of costs of collection, if any, shall be deemed to be in payment of Rents received (or the specific components of Rents) for the month in which the Closing occurs, next in payment of Rents (or the specific components of Rents) then due on account of any month after the month in which the Closing occurs and finally in payment of delinquent Rents (or the specific components of Rents) which are in arrears as of the first day of the month in which the Closing occurs, as set forth on such list. All amounts collected by the Joint Venture from tenants each delinquent Tenant or licensees Adjoining Owner more than 30 days after the Closing, net of costs of collection, if any, shall be deemed to be in payment of Rents (or the specific components of Rents) then due on account of each month after the month in which the Closing by Seller occurs, next in payment of Rents (or Purchaser will first be applied to such charges as are then the specific components of Rents) due for the month in which the Closing occurs and prorated appropriately between and (b) Transferees shall use commercially reasonable efforts to cause the parties based Joint Venture to bill xxx collect any delinquencies set forth on the Apportionment Time, and then applied list delivered by Transferors pursuant to any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in full. For Section 6.01(a) for a period of nine (9) 18 months after the Closing Dateand the amount thereof, Purchaser as, when and to the extent collected by the Joint Venture, shall, if due to Transferors pursuant to the provisions of Section 6.01(a), be paid by Transferees to Transferors (pro rata in accordance with their respective Percentage Interests), net of costs of collection, if any, properly allocable thereto, not less than 30 days after the close of the month in which such amount was received by the Joint Venture. In no event shall the Joint Venture be obligated to institute any actions or proceedings or to seek the eviction of any Tenant or Adjoining Owner in order to collect any such delinquencies. (c) Following the Closing, Transferees shall submit or cause to be submitted to Transferors, within 30 days after the end of each calendar month up to and including the calendar month ending on December 31, 1999, but only so long as any delinquencies shall be owed to Transferors, a statement which sets forth all collections made by the Joint Venture from the Tenants and Adjoining Owners which owe such delinquencies through the end of such calendar quarter. Transferors shall have the right upon prior written notice and not more than once per quarter, following the Closing until 90 days after receipt by Transferor of the last monthly statement required hereunder, at no out-of-pocket cost Transferors' expense, to itexamine and audit so much of the books and records of the Joint Venture as relate to such delinquencies in order to verify the collections reported in such monthly statements. (d) Transferees agree not to permit the Joint Venture to waive or settle any delinquency owed in whole or in part to Transferors without the prior written consent of Transferors, cooperate which consent may be granted or withheld in Transferors' sole discretion. (e) With respect to that portion of the Rents which constitute percentage or overage rents, or other amounts payable by Tenants or Adjoining Owners based upon the sales or gross receipts of such entities, the following shall apply: (i) at the Closing and/or, in the case of percentage or overage rents which are in arrears or are payable in other than monthly installments, subsequent to the Closing, percentage or overage rents shall be apportioned as provided in the other paragraphs of this Section 6.01 in the case of Rents generally provided that such amounts shall only be credited or paid to the party entitled thereto upon receipt of such amounts by the Joint Venture or Transferors, as the case may be, from the Tenant or Adjoining Owner; and (ii) following the end of the fiscal year or lease year, as appropriate, on account of which such percentage or overage rents are payable by each Tenant or Adjoining Owner and receipt by the Joint Venture of any final payment on account thereof due from such Tenant or Adjoining Owner (including any amount due as a result of an audit conducted by Transferors or Transferees), Transferees shall pay to Transferors (pro rata in accordance with Seller’s their respective Percentage Interests), net of costs of collection and audit, if any, the excess, if any, of (A) the amount of percentage or overage rents actually paid by such Tenant or Adjoining Owner on account of such entire fiscal year or lease year, as appropriate, multiplied by a fraction, the numerator of which is the number of months (including any fraction of a month expressed as a fraction) of such fiscal or lease year, as appropriate, which occurred prior to the Adjustment Point and the denominator of which is 12 or such lesser number of months (including any fraction of a month expressed as a fraction) as may have elapsed in such fiscal year or lease year, as appropriate, prior to the expiration of the Lease or Operating Agreement in question over (B) all amounts theretofore received by Transferors (directly or through the Joint Venture) on account of the percentage or overage rents in question for such fiscal year or lease year, as appropriate. If in any case the amount provided for in (B) above exceeds the amount provided for in (A) above, (f) With respect to that portion of Rents which are payable on an annual, semiannual or other nonmonthly basis, Transferees shall cause the Joint Venture to use commercially reasonable efforts to bill xxx collect from all such payments which become due after the tenants and licensees all Closing, which payments, to the extent allocable to periods prior to the Adjustment Point, shall be paid by Transferees to Transferors (pro rata in accordance with their respective Percentage Interests) not less than 30 days after the close of the month in which such amount was received by the Joint Venture, subject to costs of collection, if any, properly allocable thereto. With respect to that portion of Rents that are delinquent attributable to payments of expenses such as common area/mall maintenance changes, merchants' or other association charges or advertising and promotional charges, such Rents shall be apportioned based on which parties directly or indirectly paid or will pay the correlating expenses for the relevant period. With respect to that portion of Rents which are billed on an index-based formula or on an estimated basis during the fiscal or other period for which paid, at the end of such fiscal or other period Transferees shall cause the Joint Venture to determine whether the items in question have been overbilled or underbilled. If there has been an overbilling and an overbilled amount has been received, Transferors jointly and severally agree to pay to Transferees, promptly after request by Transferees, the portion of such overbilled amount which is properly allocable to the period prior to Closing. Purchaser the Adjustment Point, and promptly thereafter Transferees shall remit cause the Joint Venture to Seller any Rents reimburse the entire overbilled amount to the Tenants and/or Adjoining (g) Notwithstanding anything to the contrary set forth in this Section 6.01, Transferors shall be entitled to receive, and Transferees shall pay to Transferors (pro rata in accordance with their respective Percentage Interests) not less than 30 days after the close of the month in which such amount was received by Purchaser the Joint Venture, net of costs of collection, if any, properly allocable thereto, (i) all amounts payable by Tenants and Adjoining Owners on account of Impositions which, pursuant to the terms of Section 6.03(a), it is Transferors' obligation to pay and discharge, which amounts shall be apportioned between Transferors and Transferees in the same manner as the Impositions to which they relate and (ii) all amounts payable by Tenants and Adjoining Owners on account of utilities which, pursuant to the terms of Sections 6.03(b) and/or 6.03(c), it is Transferors' obligation to pay and discharge, which amounts shall he apportioned between Transferors and Transferees in the same manner as the utilities to which they relate. (h) Any advance rental deposits or payments held by the Joint Venture on the Closing Date and applicable to periods of time subsequent to the Adjustment Point, and any security deposits held by the Joint Venture on the Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rentDate, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt interest thereon, if any, which, under the terms of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue all rights and remedies against the applicable tenants or licensees to recover such delinquencies; providedLeases, however, that Seller shall not be entitled to dispossess such tenants or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy of any tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior payable to the Closing DateTenants thereunder, shall be paid or credited to Transferees at the Closing.

Rents. All rents, percentage rents, common area charges, operating expenses, real estate taxes, parking charges and other costs or charges paid by tenants under the Leases and licensees under the Licenses (collectively, “Rents”) Rents shall be prorated as of midnight of the Apportionment Time (as defined below), to the extent actually collected by Seller prior to day immediately preceding the Closing Date. All Without otherwise limiting the foregoing, Seller shall be entitled to all rents (including any percentage rent and any accrued tax and operating expense escalations, subject to the provisions of SECTION 5.6), charges, and other revenue of any kind attributable to any period under the Leases to but not including the Closing Date. Buyer shall be entitled to all rents (including any percentage rent and any accrued tax and operating expense escalations, subject to the provisions of SECTION 5.6), charges and other revenue of any kind attributable to any period under the Leases on and after the Closing Date. Rents received from tenants and expense escalations or licensees other reimbursements due landlord under the Leases not collected as of the Closing Date shall not be prorated at the time of Closing, but Buyer shall make a good faith effort to collect the same on Seller's behalf (which obligation of Buyer shall survive the Closing), and to tender the same to Seller upon receipt, provided that all rents, escalations and other reimbursements due landlord under the Leases collected by Buyer on or after the Closing by Seller or Purchaser will Date shall first be applied to such charges all amounts due under the Leases at the time of collection (i.e., current rents and sums due Buyer as are then the current owner and landlord) with the balance (if any) payable to Seller, but only to the extent of amounts delinquent and actually due for the month in which Closing occurs and prorated appropriately between the parties based on the Apportionment Time, and then applied to any delinquencies in their reverse order of accrual until such delinquencies Seller. Buyer shall not have been satisfied in full. For a period of nine (9) months after the Closing Date, Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts an exclusive right to collect from the tenants sums due Seller under the Leases and licensees all Rents that are delinquent Seller hereby retains its rights to pursue any tenant under the Leases for the period prior to Closing. Purchaser shall remit to sums due Seller any Rents received by Purchaser subsequent to Closing which are for periods attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt Seller's ownership of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue all rights and remedies against the applicable tenants or licensees to recover such delinquenciesProperty; provided, however, that Seller shall not without Buyer's prior written consent, which may be entitled withheld for any reason or for no reason, cause any Lease to dispossess such tenants or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy be terminated as a result of any default by any tenant or licenseeunder its Lease. Buyer shall receive a credit against the Purchase Price for all security deposits and pre-paid rentals held by Seller covering the period post-Closing. To the extent assignable, or take Seller shall assign to Buyer any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior to the Closing Datesecurity deposits held by Seller at Closing.

Rents. All rentsfixed and additional rentals under the Tenant Leases (including gross-up amounts for excise taxes), percentage rents, common area charges, operating expenses, real estate taxes, parking charges refundable security deposits (except as hereinafter provided) and other costs or tenant charges paid by tenants under the Leases and licensees under the Licenses (collectively, “Rents”) shall be prorated as between Buyer and Seller, Seller being charged and credited for all of the Apportionment Time (as defined below), same allocable to the extent actually collected by period up to the Closing Date and Buyer being charged and credited for all of the same allocable to the period from and after the Closing Date. Seller shall be entitled to retain all paid rent and other items allocable to the period prior to the Closing. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods from and after the Closing Date and all refundable cash security deposits listed on Exhibit K which are not applied or forfeited prior to the Closing Date pursuant to the Tenant Leases to Buyer on the Closing Date. All Rents Except for any Government Tenant (defined herein below), rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date. Buyer shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default under any Tenant Lease). To the extent Buyer receives rents (or income in connection with other tenant charges) on or after the Closing Date, such payments shall be applied first toward the rent (or other tenant charge) owed to Buyer in connection with the Tenant Leases for which such payment are received, then for rent (or other tenant charges) for the month in which the Closing occurs, and then to any delinquent rents (or other tenant charges) owed to Seller, with Seller’s share thereof being promptly delivered to Seller; provided, however, that any year-end or similar reconciliation payment shall be allocated in accordance with the charges (and in the case of tenant reimbursements, the underlying expenses) in Seller’s and Buyer’s respective periods of ownership. Buyer may not waive any delinquent rents nor modify any Tenant Lease after the Closing Date so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts owing to Seller for which Seller did not receive a credit at Closing (but shall not be entitled to terminate such Tenant Lease or such tenant’s right to possession); provided however (x) in no event shall Seller have the right to pursue any remedy against Whole Foods or Long’s Drugs (CVS) (but Seller shall have the right to contact such tenants to demand payment of delinquent amounts); and (y) with respect to any tenants for whom Seller seeks amounts due it that Seller is allowed to pursue hereunder, Seller shall first provide written notice to Buyer that it intends to collect such amounts (a “Collection Notice”), in which event the Buyer shall have thirty (30) days after receipt of such Collection Notice to collect such amounts in the ordinary course of its business. In the event the amounts pursuant to a Collection Notice are not fully collected within thirty (30) days after Buyer’s receipt of such Collection Notice, Seller may pursue remedies for such sums due it from tenants, provided Seller shall not attempt to terminate any Lease or evict any Tenant. Buyer shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be required to litigate or 13 declare a default under any Tenant Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. With respect to any government tenant under a Tenant Lease that customarily pays rent one (1) months in arrears (a “Government Tenant”), Buyer and Seller acknowledge and agree that amounts received after the Closing Date from tenants or licensees after Closing by Seller or Purchaser will such Government Tenant shall first be applied to such charges as are then rent (and other tenant charges) due for the month in which Closing occurs and prorated appropriately between the parties based on the Apportionment Timeoccurs, and then applied to for any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in full. For a period of nine delinquent rents (9or other tenant charges) months after the Closing Date, Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts to collect from the tenants and licensees all Rents that are delinquent for the period prior to Closing. Purchaser shall remit owed to Seller any Rents received by Purchaser subsequent in an total amount not to Closing which are attributable to periods prior to Closing within ten exceed one (101) Business Days from Purchaser’s receipt month of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit then to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from Buyer for all current rent (and after Closing within ten (10other tenant charges) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue all rights and remedies against the applicable tenants or licensees to recover such delinquencies; provided, however, that Seller shall not be entitled to dispossess such tenants or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy of any tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior to the Closing Datedue Buyer.

Rents. All rentsRents as and when collected. Any Rents collected by or on behalf of Owner (which, percentage rentsfor purposes of this Section 6.1, common area charges, operating expenses, real estate taxes, parking charges shall include Rents collected by any successor to Owner and by any property manager or other costs agent acting for Owner or charges paid by tenants under any such successor) subsequent to the Leases Closing (whether due and licensees under payable prior to or subsequent to the Licenses (collectively, “Rents”Adjustment Point) shall be prorated adjusted as of the Apportionment Time (as defined below)Adjustment Point, and any portion thereof properly allocable to periods prior to the extent actually collected Adjustment Point, net of costs of collection properly allocable thereto, if any, shall be paid by Seller Purchaser or Owner to the Sellers within fifteen (15) days after the end of the calendar month in which received by or on behalf of Owner, but subject to the further provisions of this Section 6.1 in the case of Rents due prior to the Adjustment Point. If prior to the Closing DateOwner shall have collected any Rents (which, for the purposes of this Section 6.1, shall include Rents collected by any agent acting for Owner) which are properly allocable in whole or in part to periods subsequent to the Adjustment Point, the portion thereof so allocable to periods subsequent to the Adjustment Point, net of costs of collection properly allocable thereto, if any, shall be credited to Purchaser by the Sellers at the Closing. All As used in this Section 6.1 the term "costs of collection" shall mean and include reasonable attorneys' fees and other costs incurred in collecting any Rents, but shall not include the regular fees payable to any property manager of the Property, the payroll costs of any of the Sellers', Owner's or Purchaser's employees or any other internal costs or overhead of the Sellers, Owner or Purchaser. 6.1.1 The Sellers shall deliver to Purchaser at Closing a list of all Tenants that are delinquent in payment of Rents received as of the Adjustment Point (without giving effect to any unexpired grace periods), which list shall set forth the amount of each such delinquency, the period to which each such delinquency relates and the nature of the amount due, itemizing separately fixed monthly rent, tax reimbursements, common area maintenance charges, electric charges, charges for tenant services, charges for overtime services, percentage rent and other charges, if any. The first amounts collected by or on behalf of Owner from tenants or licensees after Closing by Seller or Purchaser will each delinquent Tenant, net of costs of collection, if any, shall (a) first be applied deemed to such charges as are then due be in payment of Rents (or the specific components of Rents) for the month in which the Closing occurs, (b) next, up to $50,000 in the aggregate for all Tenants shall be deemed to be in payment of Rents (or the specific component of rents) which are delinquent (without giving effect to any unexpired grace periods) as of the last day of the month immediately preceding the month in which the Closing occurs, as set forth on such list, (c) next be deemed to be in payment of Rents (or the specific components of Rents) then due on account of any month after the month in which the Closing occurs and prorated appropriately between (d) then, to the parties based on extent not already applied pursuant to clause (b) of this sentence, be deemed to be in payment of Rents (or the Apportionment Time, and then applied specific components of Rents) which are delinquent (without giving effect to any delinquencies unexpired grace periods) as of the last day of the month immediately preceding the month in their reverse order which the Closing occurs, all as set forth on such list. Any amounts collected by or on behalf of accrual until such delinquencies have been satisfied Owner from each Tenant which, in full. For accordance with the preceding sentence, are allocable to the month in which the Closing occurs (as adjusted as of the Adjustment Point) or any prior month, net of costs of collection properly allocable thereto, if any, shall be paid promptly by Purchaser to the Sellers. 6.1.2 Purchaser shall cause Owner and any successors to Owner to exert reasonable efforts for a period of nine two (92) months years after the Closing Dateto bill and collect any delinquencies set forth on the list delivered by xxx Sellers pursuant to subsection 6.1.1 and the amount thereof, as, when and to the extent collected by or on behalf of Owner shall, if due to the Sellers pursuant to the provisions of subsection 6.1.1, be paid by Owner to the Sellers net of costs of collection, if any, properly allocable thereto, promptly after the collection thereof by Owner. In no event shall Purchaser or Owner be obligated to institute any actions or proceedings or to seek the eviction of any Tenant in order to collect any such delinquencies. 6.1.3 Following the Closing, Purchaser shallshall submit or cause to be submitted to the Sellers, at no out-of-pocket cost within 30 days after the end of each calendar quarter up to itand including the calendar quarter ending on March 31, cooperate with Seller’s efforts to collect 2006 but only so long as any delinquencies that existed as of the Adjustment Point remain outstanding, a statement which sets forth all collections made by or on behalf of Owner from the tenants and licensees all Rents that are delinquent for Tenants which owe such delinquencies through the period prior to Closing. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt end of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentationcalendar quarter. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller The Sellers or their designee shall have the right from time to pursue all rights and remedies against the applicable tenants or licensees to recover such delinquencies; provided, however, that Seller shall not be entitled to dispossess such tenants or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy of any tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior to following the Closing Dateuntil 90 days after receipt by the Sellers of the last quarterly statement required hereunder, at the Sellers' expense during business hours and on reasonable prior notice to Purchaser, to examine and audit so much of the books and records of Purchaser or Owner (or any successor of Owner) as relate to such delinquencies in order to verify the collections reported by Purchaser or Owner (or any successor of Owner) in such quarterly statements.

Rents. All rents, percentage rents, common area charges, operating expenses, real estate taxes, parking charges and other costs or charges paid by tenants Rents actually collected under the Leases and licensees all other income actually collected from the Properties shall be prorated for each Property on the Closing Date for such Property. Base rents and other charges actually paid to a Property Owner by the Tenant under the Licenses any Lease (including any pet rent, parking payments and tenant reimbursements (other than RUBS which is handled below)) (collectively, “Rents”) shall be prorated as for the month of the Apportionment Time (as defined below), to the extent actually Closing Date and collected by Seller the applicable Property Owner prior to the Closing Date shall be prorated on the Closing Date for such Property. Uncollected Rents and other uncollected income shall not be prorated at Closing. Following each Closing Date, if Steadfast (or the Property Owner or its manager) receives any Rents or other income it shall promptly deliver such Rents to the applicable Company Subsidiary. All During the period after each Closing Date, the Company shall direct the applicable Company Subsidiary to deliver to Steadfast Steadfast’s pro rata share of any and all Rents accrued but uncollected for the Properties as of the Closing Date for such Properties to the extent subsequently collected by such Company Subsidiary, net of any collection costs incurred by any such Company Subsidiary; provided, however, the Parties agree that the Company Subsidiary shall apply Rents received from tenants the Tenant after such Closing Date for any Property first to payment of Rents due from such Tenant for any calendar month or licensees after months following the Closing Date until such Tenant is current in the payment of post-Closing Rents, then to the Rents owing by Seller or Purchaser will first be applied to such charges as are then due Tenant for the month in which of the Closing occurs and prorated appropriately between the parties based on the Apportionment TimeDate, and then applied thereafter to any pre-Closing delinquencies in their reverse order of accrual until such delinquencies have been satisfied in fullTenant. For a period of nine (9) months 60 days after the applicable Closing, the applicable Company Subsidiary shall xxxx and attempt to collect rent arrearages from Tenants still residing at the Properties in the ordinary course of business, but shall not be obligated to engage a collection agency or take legal action to collect any rent arrearages. The Company (and the applicable Company Subsidiary) shall have the sole right to pursue and collect rent arrearages after the Closing, provided however, if amounts are not collected by the Company Subsidiary within 60 days after the applicable Closing Date, Purchaser shallthen Steadfast may pursue any Tenants no longer residing at the Properties, at provided that in no out-of-pocket cost to it, cooperate with Seller’s efforts to collect from the tenants and licensees all Rents that are delinquent for the period prior to Closing. Purchaser event shall remit to Seller Steadfast or any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser Property Owner have any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue all rights and remedies against the applicable tenants or licensees to recover such delinquencies; provided, however, that Seller shall not be entitled to dispossess such tenants or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy of any tenant or licensee, commence or take any non-judicial action that is calculated which would affect any Tenant’s right to materially interfere with possession or control of any portion of any Property or be in the form of any eviction, forcible entry and detainer or other similar action following Closing for such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior to the Closing DateProperty.

Rents. All rents2.1 Throughout the Term of this Sublease, percentage rentsSubtenant shall pay, common area chargeson the first day of every month, operating expenseswithout prior notice or demand and without set-off or reduction, real estate taxesas rental for the Subtenant’s Premises, parking charges the sum equal to one-twelfth (1/12th) of the annual Sublease Rent, as hereinafter defined. If the Term commences on a date other than the first day of a month, Sublease Rent for the period commencing on the first day of the Term and other costs or charges paid by tenants under continuing for the Leases and licensees under the Licenses (collectively, “Rents”) remainder of such month shall be prorated as at the rate of one-three hundred sixtieth (1/360th) of the Apportionment Time annual Sublease Rent per day and shall be due and payable on the commencement of the Term. Sublease Rent is defined as the sum of (a) the rental under the Lease, (b) the taxes under the Lease (other than Excluded Taxes, as hereinafter defined), (c) Operating Expenses (as defined belowhereinafter defined), to (d) the extent actually collected by Seller depreciation of leasehold improvements made prior to the Closing Datedate of the Agreement in accordance with the schedule set forth in Exhibit A attached hereto and (e) at any time that Tenant’s facilities department is providing facilities services to the Subtenant’s Premises as more particularly set forth in Section 7.13 below, the cost of facilities services. All Rents received from tenants or licensees For calendar year 2003, the annual Sublease Rent shall be $552,436.25. Thereafter, Tenant shall provide annual notice to Subtenant of any adjustment to the Sublease Rent. Any such adjustment shall be solely the result of changes in the amount of the payments paid by Tenant to Landlord in accordance with the Lease, changes in the Operating Expenses, changes in the depreciation of the leasehold improvements, and/or changes in facilities services expenses. Promptly after Closing by Seller or Purchaser will first be applied the end of each year, Tenant shall provide to such charges as are then due Subtenant a reasonably detailed annual statement setting forth the Operating Expenses incurred in the prior year. In the event there is a reconciliation adjustment to Tenant’s Rent paid for the month in which Closing occurs and prorated appropriately between the parties based on the Apportionment Time, and then applied to any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in full. For a period of nine Leased Premises (9) months after the Closing Date, Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts to collect from the tenants and licensees all Rents that are delinquent for the period prior to Closing. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue all rights and remedies against the applicable tenants credit or licensees to recover such delinquencies; provided, however, that Seller shall not be entitled to dispossess such tenants or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy of any tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior to the Closing Date.additional

Rents. All rents, percentage rents, common area charges, operating expenses, real estate taxes, parking charges collected rents and other costs or charges paid by payments from tenants under the Leases and licensees under the Licenses (collectively, “Rents”) leases shall be prorated between Seller and Buyer as of the Apportionment Time (as defined below), to the extent actually collected by Seller day prior to the Closing Date. All Seller shall be entitled to all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges, and other revenue of any kind attributable to any period under the Leases prior to but not including the Closing Date. Buyer shall be entitled to all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges and other revenue of any kind attributable to any period under the Leases on and after the Closing Date. Rents received from tenants and expense escalations or licensees other reimbursements due landlord under the Leases not collected as of the Closing Date shall not be prorated at the time of Closing, but Buyer shall make a good faith effort to collect the same on Seller's behalf and to tender the same to Seller upon receipt (which obligation of Buyer shall survive the Closing and not be merged therein); provided, however, that all rents, escalations and other reimbursements due landlord under the Leases collected by Buyer on or after the Closing by Seller or Purchaser will Date shall first be applied to such charges all amounts due under the Leases at the time of collection for post- Closing periods (i.e., current rents and sums due Buyer as are then the current owner and landlord) with the balance (if any) payable to Seller, but only to the extent of amounts delinquent and actually due for the month in which Closing occurs and prorated appropriately between the parties based on the Apportionment Time, and then applied to any delinquencies in their reverse order of accrual until such delinquencies Seller. Buyer shall not have been satisfied in full. For a period of nine (9) months after the Closing Date, Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts an exclusive right to collect from the tenants sums due Seller under the Leases and licensees all Rents that are delinquent Seller hereby retains its rights to pursue any tenant under the Leases for the period prior to Closing. Purchaser shall remit to sums due Seller any Rents received by Purchaser subsequent to Closing which are for periods attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt Seller's ownership of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue all rights and remedies against the applicable tenants or licensees to recover such delinquenciesProperty ; provided, however, that Seller shall not be entitled permitted to dispossess such tenants commence or licensees, disturb their possession of their leased premises, seek pursue any involuntary bankruptcy of legal proceedings against any tenant seeking eviction of such tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations the termination of the underlying lease. Seller's rights under their Leases or Licenses. As used herein, the term “Apportionment Time” immediately preceding sentence shall mean 11:59 p.m. Pacific time on the date immediately prior to survive the Closing Dateand not be merged therein. Buyer shall receive a credit against the Purchase Price for pre-paid rentals held by Seller covering the period post-Closing.

Rents. All rentsRents (including, percentage rentswithout limitation, estimated pass-through payments, payments for common area charges, operating expenses, real estate taxes, parking maintenance reconciliations and all additional charges and other costs or charges paid payable by tenants under the Leases and licensees under the Licenses Leases, (collectively, “Rents”) actually collected by Seller prior to Closing shall be prorated as of the Apportionment Time (Closing Date. During the period after Closing, Buyer shall deliver to Seller any and all Rents accrued but uncollected as defined below), of the Closing Date to the extent actually subsequently collected by Seller prior to the Closing Date. All Buyer; provided, however, Buyer shall apply Rents received from tenants or licensees after Closing by Seller or Purchaser will first be applied to such charges as are payment of current Rent then due for the month in which Closing occurs and prorated appropriately between the parties based on the Apportionment Timedue, and then applied thereafter to any delinquencies delinquent Rents – with the delinquent rents owed to Buyer being paid first. Notwithstanding the foregoing, “true up” payments received from tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated among Seller and Buyer pro rata in accordance with their reverse order of accrual until such delinquencies have been satisfied in full. For a respective period of nine (9) months after the Closing Date, Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts to collect from the tenants and licensees all Rents that are delinquent for the period prior to Closingownership. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue all rights and remedies proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property provided that Landlord commences any action against the applicable Tenants within sixty (60) days after the Closing and diligently pursues the same, but may not xxx to evict, threaten to xxx to evict or otherwise dispossess such tenants. Seller shall provide written notice to Seller prior to filing suit against any Tenant permitted pursuant to this Section 5.g. Buyer agrees that it shall use commercially reasonable efforts to collect all pass-though rents payable by tenants or licensees to recover such delinquencies; and any delinquent Rents (provided, however, that Buyer shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing (herein the “Security Deposits”) shall be credited against the Purchase Price; accordingly, Seller shall not retain the actual cash deposits. To the extent any security deposits under any of the Leases are in the form of a letter of credit (i) Seller shall deliver the original of such letter of credit to Buyer at Closing and (ii) the parties shall execute and deliver any applicable transfer form in connection therewith and Seller shall cooperate with Buyer in good faith to endeavor to effectuate transfers of all such letters of credit in favor of Buyer on the Closing Date or as soon as practicable thereafter. Seller shall be entitled to dispossess such tenants or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy of any tenant or licenseeresponsible for paying, or take any non-judicial action that is calculated causing to materially interfere with such tenants’ or licensee’s ability be paid, all transfer fees to operate their businesses and satisfy their obligations under their Leases or Licensesthe extent applicable. As used hereinIf, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior to after the Closing Date, but before any letter of credit has been assigned/reissued to Buyer as the beneficiary thereunder, a letter of credit needs to be drawn down upon, Buyer shall prepare documents for signature by the Seller and Seller shall execute such documents required to effectuate such drawdown. Seller shall incur no liability whatsoever as a result of executing such documents, effectuating such drawdown and/or the presentation of the letter of credit for drawdown. Buyer shall indemnify, defend and hold Seller from any and all losses, costs, liens, claims, causes of action, liability, damages and expenses (including, without limitation, court costs and reasonable attorneys’ fees) incurred in connection with or arising in any way from Seller’s execution of such documents, effectuating such drawdown and/or the presentation of the letter of credit for drawdown. This provision shall survive the Closing.

Rents. All rentsNotwithstanding anything to the contrary herein, percentage rents, common area charges, operating expenses, real estate taxes, parking charges all Rents and other costs Charges shall belong to and be paid over to Sellers (or charges paid to such Persons as Sellers may direct) by tenants under Buyers on the Leases and licensees under the Licenses (collectively, “Rents”) Closing Date. Minimum Rent shall be prorated as based upon the actual number of days in the month in which the Closing occurs and Buyers shall be entitled to a credit for the amount of any Minimum Rent paid that relates to any period after the Closing Date. For purposes of prorating any Additional Rent payable under any Lease with respect to any applicable Property, the following shall apply: (a) To the extent Additional Rent payable for the then-current Lease Year for any Property is calculated and determined on the basis of a percentage of Gross Revenues in excess of the Apportionment Time (as defined below)applicable Base Gross Revenues, such Additional Rent with respect to such Property shall be equal to the extent actually collected applicable percentage of Gross Revenues for such Property for such Lease Year in excess of the applicable Closing Breakpoint. For purposes of the foregoing, the “Closing Breakpoint” shall mean the applicable Base Gross Revenues multiplied by Seller a fraction the numerator of which is the number of days in the current Lease Year for such applicable Property through and including the day prior to the Closing Date. All Rents received from tenants or licensees after Closing by Seller or Purchaser will first be applied to such charges as are then due , and the denominator of which is three hundred sixty-five (365). (b) To the extent Additional Rent payable for the month in which Closing occurs then-current Lease Year for any Property is calculated and prorated appropriately between the parties based determined on the Apportionment Timebasis of an increase in the Cost of Living Index, such Additional Rent shall be determined and then applied to any delinquencies paid in their reverse order accordance with the applicable provisions of accrual until such delinquencies have been satisfied in full. For a period of nine (9) months after the Closing Date, Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts to collect from the tenants and licensees all Rents that are delinquent applicable Lease for the period prior to Closing. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt number of days in such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from Lease Year through and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for including the period prior to Closing, Seller shall have the right to pursue all rights and remedies against the applicable tenants or licensees to recover such delinquencies; provided, however, that Seller shall not be entitled to dispossess such tenants or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy of any tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately day prior to the Closing Date. (c) In the event that the amount of Additional Rent payable for such Lease Year is subject to either a floor or a ceiling, the amount of such floor or ceiling, as the case may be, shall also be prorated based upon a three hundred sixty-five (365) day year. (d) Buyers and Sellers shall cooperate to estimate the proration amount for Additional Rent as of the Closing in good faith, and shall submit such amount to Escrow Holder at least one (1) business day prior to the Close of Escrow. In determining such proration amount, Buyers shall be credited with any payments on account of Additional Rent previously paid to either Seller for the applicable current Lease Year. Within thirty (30) days after the Closing Date, Buyers shall make a final calculation of Additional Rent up to the Closing for each applicable Property, and deliver to Sellers an Officer’s Certificate (as defined in the applicable Lease) setting forth the calculation thereof. Buyers shall promptly pay to Sellers any deficiency in the payment of Additional Rent for each applicable Property, and Sellers shall promptly pay to Buyers, the amount of any overpayment of Additional Rent for any applicable Property. (e) The obligation to prorate and pay Additional Rent for each applicable Property shall survive the Closing.

Rents. All rentsRents and other amounts payable under the Leases shall be apportioned on the basis of the period for which the same is payable and if, percentage rentsas and when collected, as follows: i. Rents, common area charges, operating expensesescalations, real estate taxes, parking charges and other costs or charges paid by tenants tenant reimbursements (other than Deposits) payable under the Leases and licensees under the Licenses (collectively, “the "Rents”") for the Property or portions thereof shall be prorated prorated, except that no proration shall be made for Rents not received by Seller as of the Apportionment Time Closing Date (hereinafter called the "Uncollected Rents"). During the period after Closing, Purchaser shall deliver to Seller any and all Uncollected Rents accrued but uncollected as defined below)of the Closing Date, to the extent actually subsequently collected by Purchaser, as follows. Amounts collected by Purchaser from Tenants owing Uncollected Rents shall be applied first to current amounts owed by such Tenant and accruing on or after the Closing Date, then to Uncollected Rents owing for the rent period during which the Closing occurred (such amount to be prorated between Purchaser and Seller as provided herein), and then the remainder, if any, to Seller as Uncollected Rents owing prior to the rent period during which the Closing occurred. Percentage rents for each applicable Lease shall be prorated on the basis of the number of days elapsed during the Tenant’s percentage rent period as of the Closing Date and not on the basis of the amount of the Tenant’s sales which accrued during such percentage rent period as of the Closing Date. All Rents Deposits received from tenants or licensees after Closing by Seller or Purchaser will first from any Tenant under an existing Lease shall be applied paid over to such charges as are then due for the month in which Closing occurs and prorated appropriately between the parties based on the Apportionment TimePurchaser, and then applied to net of any delinquencies in their reverse order of accrual until such delinquencies amounts that have been satisfied applied by Seller in fullaccordance with the applicable Lease or returned to the applicable Tenant. Seller shall have no right to pursue the collection of Uncollected Rents which accrued prior to Closing. For a period of nine one (91) months year after the Closing DateClosing, Purchaser shall, at no out-of-pocket cost shall continue to it, cooperate with Seller’s bxxx Tenants for Uncollected Rents and use reasonable efforts to collect from the tenants such Uncollected Rents, provided that in no event shall Purchaser have any obligation to commence any legal proceedings against any Tenant or otherwise pursue any remedies against any such Tenant. Any sums received by Purchaser to which Seller is entitled shall be held for Seller on account of said Uncollected Rents payable to Seller, and licensees all Rents that are delinquent for the period prior to Closing. Purchaser shall remit to Seller any Rents such sums received by Purchaser subsequent to Closing which are attributable to periods prior to Closing Seller is entitled within ten (10) Business Days from Purchaser’s business days after receipt of such Rentsthereof. If Seller receives any amounts after the Closing Date which are attributable, less third partyin whole or in part, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rentto any period after the Closing Date, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents that portion of the moneys so received by Seller subsequent to Closing which are attributable to periods from and after Closing Purchaser is entitled within ten (10) Business Days from Seller’s business days after receipt of such Rents, together with appropriate supporting documentationthereof. ii. With respect Any prepaid Rents shall be retained by Seller and the amount thereof shall be credited to any Rents that are delinquent for the period prior to Purchaser at Closing, Seller shall have the right to pursue all rights and remedies against the applicable tenants or licensees to recover such delinquencies; provided, however, that Seller shall not be entitled to dispossess such tenants or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy of any tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior to the Closing Date.

Rents. All rents, percentage rents, common area charges, operating expenses, real estate taxes, parking charges and other costs or charges paid by tenants Rents under the Leases Leases, including fixed rent, additional rent and licensees under the Licenses operating expense pass-throughs (collectively, “Rents”) "RENTS"), shall be addressed in the manner set forth in this subsection. All prepaid Rents for any period subsequent to the Closing Date shall be credited to Buyer at Closing. All collected Rents for the month in which the Closing occurs shall be prorated as of the Apportionment Time (as defined below), to the extent actually collected by Seller prior to the Closing Date. All Rents received from tenants or licensees after which are due but uncollected as of the Closing Date (the "DELINQUENT RENTS") shall not be prorated at Closing, but shall be paid to the party entitled to receive such Delinquent Rents upon receipt of same by either Seller or Purchaser will first Buyer after Closing. Buyer agrees to use good faith and commercially reasonable efforts to collect Delinquent Rents from each tenant remaining in possession of its space under a Lease. Any and all amounts received by Buyer after the Closing Date from any party owing Delinquent Rents shall be paid and applied as follows: first; to Buyer's reasonable collection costs (including reasonable attorneys' fees) incurred (after the Closing Date only); second, to Buyer for Rents due for the then current month; third, to Buyer for due but unpaid Rents accruing after the Closing Date, to be applied in the inverse of the order incurred (i.e., the most recently incurred Rents paid first); fourth, to such charges as are then due Delinquent Rents for the month in which the Closing occurs and prorated appropriately between the parties based on the Apportionment Time, and then applied to any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in full. For a period of nine (9) months after the Closing Date, Purchaser which sums shall, at no out-of-pocket cost upon such collection, be prorated between Seller and Buyer as though collected prior to itClosing); and finally, cooperate with Seller’s efforts to collect from the tenants and licensees all Seller for Delinquent Rents that are delinquent for the period prior to the month of Closing. Purchaser The parties agree that they shall remit provide a final accounting and reconciliation of all Delinquent Rents within 180 days after Closing. Buyer shall not have an exclusive right to collect any sums due Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. tenants under the Leases and Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the period prior to Closing, Seller shall have hereby retains the right to pursue all rights and remedies against any tenant under the applicable tenants or licensees Leases for any sums due Seller for periods attributable to recover such delinquenciesSeller's ownership of the Property; provided, however, that Seller (i) shall be required to notify Buyer in writing of Seller's intention to commence or pursue any legal proceedings, and (ii) shall not be entitled permitted to dispossess such tenants commence or licensees, disturb their possession of their leased premises, seek pursue any involuntary bankruptcy of legal proceedings against any tenant at the Property seeking eviction of such tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on termination of the date immediately prior to the Closing Dateunderlying Lease.

Rents. All paid rents, percentage rentsincluding revenues and charges of any kind, common area charges, operating expenses, real estate taxes, parking charges and together with any other costs or charges sums paid by tenants the tenant (other than security deposit), under the Leases and licensees under the Licenses (collectivelyLease, “Rents”) shall be prorated as of the Apportionment Time (as defined below)Closing Date. In the event that, at the time of Closing, there are any past due or delinquent rents owing by the tenant of the Property, the Distributees shall have the exclusive right to collect such past due or delinquent rents and shall remit to Highwoods in cash to the extent actually collected extent, and only to the extent, that the rents received by Seller prior the Distributees from the tenant owing past due or delinquent rents exceed the sum of the aggregate rents and other sums payable by such tenant for periods from and after the Closing Date to the date of receipt, and then only if Highwoods has notified the Distributees at Closing that the tenant under the Lease is delinquent in its rent as of the Closing Date. All Rents received from tenants or licensees The Distributees will make a commercially reasonable good faith effort to collect after Closing by Seller or Purchaser will first be applied any rents which are delinquent and owing to such charges as are then due for Highwoods at Closing, but the month in which Closing occurs and prorated appropriately between the parties based on the Apportionment Time, and then applied Distributees shall have no obligation to any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in full. For a period of nine (9) months after the Closing Date, Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts file suit to collect such amounts, provided if the Distributees fail to file suit to collect such amounts after being requested to do so by Highwoods, Highwoods shall have the right to collect all rents owed to Highwoods at the time of Closing, which shall include Highwoods’ filing of suit, if necessary, to collect such amounts. In the event that, after Closing, Highwoods receives any payments of rent or other sums due from the tenants and licensees all Rents tenant under the Lease that are delinquent for the period prior to Closing. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to Closing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s receipt of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable relate to periods from and after Closing, Highwoods shall promptly forward to the Distributees such payments. It is agreed by the Distributees that the sums to be paid by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the year 2004 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to Highwoods and the Distributees when paid by the tenant under the Lease. The Distributees shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing within ten (10) Business Days from Seller’s receipt but in no event shall the Distributees be required to do so until allowed under the Lease), provided Highwoods must furnish to the Distributees all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, the Distributees shall deliver to Highwoods any and all rents accrued but uncollected as of the Closing Date to the extent subsequently collected by the Distributees, and to the extent the Distributees receive such Rentsrents, together with appropriate supporting documentation. With respect shall apply rents received after Closing to any Rents that the extent the same are delinquent for first to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods and the Distributees pro rata in accordance with their respective period prior to Closing, Seller shall have the right to pursue all rights of ownership as set forth in this Section 7(e)(iv) below) but only after rent due and remedies against the applicable tenants or licensees to recover such delinquencies; provided, however, that Seller shall not be entitled to dispossess such tenants or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy of any tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under their Leases or Licenses. As used herein, the term “Apportionment Time” shall mean 11:59 p.m. Pacific time on the date immediately prior owing to the Closing DateDistributees have been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, Highwoods shall assign its interest in the letter of credit to the Distributees (to the extent assignable) and deliver the original letter of credit to the Distributees at Closing.