Common use of Additional Rents Clause in Contracts

Additional Rents. If any tenants are required to pay percentage rent, escalation charges for real estate taxes, parking charges, operating expenses and maintenance escalation rents or charges, cost-of-living increases or other charges of a similar nature ("Additional Rents") and any Additional Rents are received from a tenant after the Closing Date, then the Purchaser shall apply such Additional Rents (i) first, to the applicable rental period(s) following the period in which the Closing occurred, to the extent of any Additional Rents due and owing for such period, (ii) second, to the applicable rental period in which the Closing occurred, to the extent of any Additional Rents due and owing for such period, and (iii) third, to the applicable rental period(s) preceding the period in which the Closing occurred, to the extent of any Additional Rents due and owing for such period, less, in the case of rents received by the Purchaser, a proportionate share of any reasonable attorneys' fees and costs and expenses expended by the Purchaser in connection with collection thereof. Notwithstanding the foregoing allocation, if and to the extent that any remittance of Additional Rents is accompanied by express directions from a tenant that such Additional Rents are allocable to a specific rental period, such Additional Rents shall be applied first to the rental period so specified, and the remainder shall be applied in accordance with the immediately preceding sentence. To the extent that such Additional Rents consist of percentage rents, such Additional Rents shall be allocated under this Section 3.3.2 based on the assumption that such Additional Rents are earned at a constant rate during the course of the period for which such Additional Rents are paid. The obligations of this Section 3.3.2 shall survive the Closing. In the event that the provisions of any Lease regarding calculation of Additional Rents call for a partial refunding or credit of such Additional Rents for any period paid in advance by such tenant, the Sellers shall pay a portion of such refund or credit, net of offsets, ratably attributable to the portion of such Additional Rents received by the Sellers for such period.

Additional Rents. If any tenants are required to pay (i) Any percentage rent, escalation rent, charges for real estate taxes, parking charges, operating expenses and maintenance expenses, pass-throughs for roof, parking area and other capital asset replacements (including amortization payments), escalation rents or charges, cost-of-electricity charges, cost of living increases or any other charges of a similar nature other than fixed or base rent under the Leases ("collectively, the “Additional Rents"”) shall be prorated as of the Closing Date between Buyer and any Seller, with final adjusted proration payments to be made on or before the date that is one hundred twenty (120) days following the Closing Date. (ii) Prior to the Closing, Seller shall provide Buyer on an estimated basis with information regarding Additional Rents are which were received from by Seller prior to Closing and the amount of reimbursable expenses paid by Seller prior to Closing. If Seller’s collections of such amounts of Additional Rents is in excess of the amounts actually paid by Seller for such items for the period prior to Closing, then Buyer shall receive a tenant credit at Closing for the excess amounts collected. Buyer shall apply all such excess amounts to the charges owed by Buyer for such items for the period after the Closing and, if required by the Leases, shall rebate or credit the tenants with any remainder. If it is determined that the amount collected during Seller’s ownership period was less than the amounts actually paid by Seller for such items for the period prior to the Closing, then the collection and remitting of such amounts shall be governed by the provisions of subsection (a) above regarding the post-closing application of rents. With respect to reimbursable expenses paid by Seller prior to Closing, but not billed to tenants prior to Closing, Seller will provide to Buyer all relevant information including supporting documentation and Seller’s calculation of the amount to be billed to each tenant. (iii) On or before the date that is one hundred twenty (120) days following the Closing Date, then Seller shall deliver to Buyer a reconciliation of all expenses reimbursable by tenants under the Purchaser shall apply such Additional Rents (i) first, to the applicable rental period(s) following the period in which the Closing occurred, to the extent of any Additional Rents due and owing for such period, (ii) second, to the applicable rental period in which the Closing occurred, to the extent of any Additional Rents due and owing for such periodLeases, and (iii) third, to the applicable rental period(s) preceding the period in which the Closing occurred, to the extent of any Additional Rents due and owing for such period, less, in the case of rents received by the Purchaser, a proportionate share of any reasonable attorneys' fees and costs and expenses expended by the Purchaser in connection with collection thereof. Notwithstanding the foregoing allocation, if and to the extent that any remittance amount of Additional Rents is accompanied received by express directions from a tenant that such Seller and Buyer relating thereto (the “Reconciliation”). Upon reasonable notice and during normal business hours, each party shall make available to the other all information reasonably required to confirm the Reconciliation. In the event of any overpayment of Additional Rents are allocable by the tenants to a specific rental periodSeller, such Additional Rents Seller shall be applied first to the rental period so specifiedpromptly, and the remainder shall be applied but in accordance with the immediately preceding sentence. To the extent that such Additional Rents consist of percentage rents, such Additional Rents shall be allocated under this Section 3.3.2 based on the assumption that such Additional Rents are earned at a constant rate during the course no event later than fifteen (15) days after receipt of the period Reconciliation, pay to Buyer the amount of such overpayment and Buyer, as the landlord under the particular Leases, shall pay or credit to each applicable tenant the amount of such overpayment. Seller shall indemnify and hold Buyer harmless from and against any costs, damages, liabilities, losses, expenses, liens or claims (including, without limitation, reasonable attorneys’ fees) arising out of Seller’s Reconciliation and/or failure to reimburse tenants for any overpayments by tenants as of the Closing, which such Additional Rents are paid. The obligations of this Section 3.3.2 obligation shall survive the Closing. In Seller’s Reconciliation shall be calculated based on the event expenses actually incurred by Seller for the period covered by such Reconciliation and Seller’s period of ownership of the Property. If Seller determines following such Seller’s Reconciliation, that the provisions of any Lease regarding calculation of Additional Rents call for a partial refunding or credit of tenant(s) have underpaid any such Additional Rents for or other operating expenses or reimbursements allocable to any period paid in advance by such tenantprior to the Closing, the Sellers shall pay a portion then Seller may pursue collection of such refund shortfall in payments, provided Seller shall have no right to terminate any Lease or credit, net of offsets, ratably attributable to the portion of such Additional Rents received by the Sellers for such periodany tenant’s occupancy under any Lease in connection therewith.

Additional Rents. In addition to Base Rent, Tenant will pay as “Additional Rent” the sums or amounts set forth herein or as become due and payable elsewhere in this Lease. (a) Landlord agrees to expend as its share of Operating Costs during any calendar year an amount equal to the actual Operating Costs of the Building incurred during the Base Year (“Landlord’s Share”). Prior to the commencement of each calendar year or as soon thereafter as possible, Landlord will provide a written estimate of the Operating Costs expected to be incurred during the calendar year in excess of Landlord’s Share for the same period and showing Tenant’s Pro Rata Share of such amount (“estimated Tenant’s Share of Operating Costs Increases”). Commencing on the first anniversary of the Commencement Date Tenant will pay to Landlord, during the remaining Term of this Lease, the estimated Tenant’s Share of Operating Costs Increases, in equal monthly installments payable in advance on the first day of each calendar month, without any offset or deduction whatsoever or any prior demand unless otherwise provided in this Lease. (b) If any tenants Landlord will not have furnished estimated Operating Costs at the times contemplated herein, then until such estimated Operating Costs are required provided, Tenant will continue to pay percentage rentan amount equal to the monthly sum payable under this Section in respect of the last month of the preceding calendar year. In such event, escalation charges promptly after estimated Operating Costs are furnished to Tenant, or together therewith, Landlord will give notice stating whether the aggregate amount of the installments of estimated Tenant’s Share of Operating Costs Increases previously made for real estate taxessuch calendar year is more or less than the aggregate amount of the installments of estimated Tenant’s Share of Operating Costs Increases to be made for the then-current calendar year in accordance with such estimated Operating Costs, parking charges, operating expenses and maintenance escalation rents or charges, cost-of-living increases or other charges of a similar nature ("Additional Rents") and any Additional Rents are received from a tenant after the Closing Date, then the Purchaser shall apply such Additional Rents (i) firstif there is a deficiency, within thirty (30) days after receipt of such notice Tenant will pay the amount of such deficiency, or (ii) if there has been an overpayment, Landlord will credit Tenant in the amount thereof toward subsequent payments of Base Rent or Additional Rent (or, upon termination of the Lease, Landlord will reimburse Tenant such overpayment in cash and within sixty (60) days thereof with Landlord’s obligations under this Section surviving expiration or any earlier termination of this Lease); and (iii) on the first day of the next following month, and monthly thereafter throughout the remainder of such calendar year, Tenant will pay an amount equal to one-twelfth (1/12) of estimated Tenant’s Share of Operating Costs Increases, shown on such estimated Operating Costs. Landlord may at any time or from time to time revise the applicable rental period(sestimated Operating Costs and, in such case, the estimated Tenant’s Share of Operating Costs Increases for the remainder of the calendar year will be based upon such revised estimate of Operating Costs and adjusted, paid, and/or credited, as applicable, substantially in the same manner as provided above. (c) following Within one hundred twenty (120) days after the end of each calendar year, or at such later time as Landlord will be able to determine the actual amounts of Operating Costs, Landlord will furnish to Tenant a written statement (“Landlord’s Statement”) showing the actual Operating Costs for the calendar year, Landlord’s Share of Operating Costs during the Base Year, and Tenant’s Pro Rata Share of Operating Costs during such calendar year in excess of Landlord’s Share (“actual Tenant’s Share of Operating Costs Increases). If Landlord’s Statement shows that the estimated Tenant’s Share of Operating Costs Increases exceeded the actual Tenant’s Share for such calendar year, then Landlord will credit Tenant in the amount of such excess against subsequent payments of Base Rent and Additional Rent. If Landlord’s Statement will show that the estimated Tenant’s Share of Operating Costs increases were less than actual Tenant’s Share of Operating Costs Increases for such period, Tenant will pay the amount of such deficiency within thirty (30) days after the delivery to Tenant of such Landlord’s Statement. Landlord’s failure to render a Landlord’s Statement with respect to any period will not eliminate or reduce Tenant’s obligation to pay actual Tenant’s Share of Operating Costs Increases for such period and will not prejudice Landlord’s right to render a Landlord’s Statement with respect to any subsequent period. The obligations of Tenant under the provisions of this paragraph with respect to any increase in Additional Rent will survive the expiration or any sooner termination of the this Lease. If a change in Real Estate Taxes is obtained through a tax appeal by Landlord or otherwise, which affects the result of Landlord’s prior year’s calculation of Tenant’s Pro Rata Share of Operating Expense Increases, then Landlord shall promptly issue a credit or a charge to Tenant, as the case may be, reflecting such Real Estate Taxes adjustment. (d) In respect of any Lease Year or partial Lease Year (including the Base Year) in which the Closing occurred, Building is not occupied to the extent of any Additional Rents due and owing ninety-five percent (95%) of the Rentable Area thereof, the Operating Costs in respect of such period will for such periodthe purposes of this Section, (ii) second, be increased to be equal to the applicable rental period in amount which would have been incurred had the Closing occurred, Building been occupied to the extent of ninety-five percent (95%) of the Rentable Area thereof. (e) Tenant will have the right to inspect Landlord’s accounting records relative to Operating Costs of the Building at Landlord’s accounting office in Madison, Wisconsin during normal business hours at any Additional Rents due time within sixty (60) days following receipt of Landlord’s Statement for the Base Year and owing for within one (1) year with respect to any other calendar year. Unless Tenant takes written exception to any item within such period, and (iii) third, to the applicable rental period(s) preceding the period in which the Closing occurred, to the extent of any Additional Rents due and owing for such period, less, in the case of rents received by the Purchaser, a proportionate share of any reasonable attorneys' fees and costs and expenses expended by the Purchaser in connection with collection thereof. Notwithstanding the foregoing allocation, if and to the extent that any remittance of Additional Rents is accompanied by express directions from a tenant that such Additional Rents are allocable to a specific rental periodtime periods, such Additional Rents Landlord’s Statement will be considered as final and accepted by Tenant. If Tenant makes a timely written exception to Landlord (a “Notice Dispute”) and if Landlord and Tenant do not agree on the proper amount for actual Tenant’s Share of Operating Costs Increases within thirty (30) days of such Notice of Dispute, the matter shall be applied first submitted to the rental period so specifiedan independent certified public accountant selected by Landlord, and the remainder with reasonable approval by Tenant, whose determination shall be applied in accordance with the immediately preceding sentencefinal. To the extent that If Landlord shall have overstated Tenant’s Share of Operating Costs by more than five (5) percent, Landlord shall pay all costs of such Additional Rents consist examination. If Landlord shall not have overstated Tenant’s Share of percentage rentsOperating Expenses by more than five percent (5%), Tenant shall pay all costs of such Additional Rents shall be allocated under this Section 3.3.2 based on the assumption that such Additional Rents are earned at a constant rate during the course of the period for which such Additional Rents are paid. The obligations of this Section 3.3.2 shall survive the Closing. examination. (f) In the event that an increase in Real Estate Taxes is caused by Tenant’s improvements made to the provisions of any Lease regarding calculation of Additional Rents call for a partial refunding or credit of Premises (other than the Landlord’s Work as defined in Exhibit B), Tenant will pay when due all the increase attributable to such Additional Rents for any period paid in advance by such tenantimprovements. If the improvements, the Sellers shall pay a taxes for which are to be paid separately by Tenant, are not separately assessed, Landlord will equitably determine Tenant’s portion of that tax from the respective valuations assigned in the assessor’s worksheets or such refund or credit, net other information (which may include the cost of offsets, ratably attributable to the portion of such Additional Rents received by the Sellers for such periodconstruction) as may be reasonably available.

Additional Rents. If any tenants Space Tenants are required to pay percentage rentAdditional Rents and the same are not finally adjusted between the landlord and Space Tenant under any Space Lease until after the preparation of the Preliminary Proration Statement pursuant to Section 9.4(a)(i) above, escalation then, the Preliminary Proration Statement shall include an estimated reconciliation as of the Closing Date of the amounts of all b▇▇▇▇▇▇▇ and charges for real estate taxes, parking charges, operating expenses and maintenance escalation rents or charges, cost-of-living increases or other charges of a similar nature ("Additional Rents") and any Additional Rents are received from a tenant after for calendar year 2014 through the Closing Date, then as provided in this Section 9.4(b)(i). If the Purchaser shall apply such amounts that have been billed to Space Tenants for Additional Rents (i) first, to the applicable rental period(s) following the period in which for calendar year 2014 through the Closing occurred, to Date are less than would have been owed by Space Tenants under their respective Space Leases if the extent reconciliations under such Space Tenant Spaces Leases were completed as of any Additional Rents due and owing for such period, (ii) second, to the applicable rental period in which the Closing occurred, to the extent of any Additional Rents due and owing for such period, and (iii) third, to the applicable rental period(s) preceding the period in which the Closing occurred, to the extent of any Additional Rents due and owing for such period, less, in the case of rents received by the Purchaser, a proportionate share of any reasonable attorneys' fees and costs and expenses expended by the Purchaser in connection with collection thereof. Notwithstanding the foregoing allocation, if and to the extent that any remittance of Additional Rents is accompanied by express directions from a tenant that such Additional Rents are allocable to a specific rental period, such Additional Rents shall be applied first to the rental period so specified, and the remainder shall be applied in accordance with the immediately preceding sentence. To the extent that such Additional Rents consist of percentage rents, such Additional Rents shall be allocated under this Section 3.3.2 Date based on the assumption actual costs incurred by Seller for items that such are payable by the Space Tenants as Additional Rents are earned at under their respective Space Leases for calendar year 2014 up to the Closing Date, the Preliminary Proration Statement will include a constant rate during credit to Seller in the course of the period for which such Additional Rents are paid. The obligations of this Section 3.3.2 shall survive the Closing. In the event that the provisions of any Lease regarding calculation of Additional Rents call for a partial refunding or credit amount of such shortfall, subject to final adjustment as provided below in Sections 9.4(b)(iii) through 9.4(b)(v) below. If the amounts that have been billed to Space Tenants for Additional Rents for any period paid in advance calendar year 2014 through the Closing Date exceed what would have been owed by Space Tenants under their respective Space Leases if the reconciliations under such tenantSpace Tenant Space Leases were completed as of the Closing Date based on the actual costs incurred by Seller for items that are payable by the Space Tenants as Additional Rents under their respective Space Leases for calendar year 2014 up to the Closing Date, the Sellers shall pay Preliminary Proration Statement will include a portion credit to Purchaser in the amount of such refund or creditexcess billed amount, net of offsets, ratably attributable subject to the portion of such Additional Rents received by the Sellers for such periodfinal adjustment as provided below in Sections 9.4(b)(iii) through 9.4(b)(v) below.

Additional Rents. In addition to Base Rent, Tenant will pay as “Additional Rent” the sums or amounts set forth hereinafter or as become due and payable elsewhere in this Lease. (a) Landlord agrees to expend as its share of Operating Costs during any calendar year an amount equal to the actual Operating Costs of the Building incurred during the Base Year (“Landlord’s Share”). Prior to the commencement of each calendar year or as soon thereafter as possible, Landlord will provide a written estimate of the Operating Costs expected to be incurred during the calendar year in excess of Landlord’s Share for the same period and showing Tenant’s Pro Rata Share of such amount (“estimated Tenant’s Share of Operating Costs Increases”). Commencing on the first anniversary of the Commencement Date Tenant will pay to Landlord, during the remaining Term of this Lease, the estimated Tenant’s Share of Operating Costs Increases, in equal monthly installments payable in advance on the first day of each calendar month, without any offset or deduction whatsoever or any prior demand unless otherwise provided in this Lease. (b) If any tenants Landlord will not have furnished estimated Operating Costs at the times contemplated herein, then until such estimated Operating Costs are required provided, Tenant will continue to pay percentage rentan amount equal to the monthly sum payable under this Section in respect of the last month of the preceding calendar year. In such event, escalation charges promptly after estimated Operating Costs are furnished to Tenant, or together therewith, Landlord will give notice stating whether the aggregate amount of the installments of estimated Tenant’s Share of Operating Costs Increases previously made for real estate taxessuch calendar year is more or less than the aggregate amount of the installments of estimated Tenant’s Share of Operating Costs Increases to be made for the then-current calendar year in accordance with such estimated Operating Costs, parking charges, operating expenses and maintenance escalation rents or charges, cost-of-living increases or other charges of a similar nature ("Additional Rents") and any Additional Rents are received from a tenant after the Closing Date, then the Purchaser shall apply such Additional Rents (i) firstif there is a deficiency, within thirty (30) days after receipt of such notice Tenant will pay the amount of such deficiency, or (ii) if there has been an overpayment, Landlord will credit Tenant in the amount thereof toward subsequent payments of Base Rent or Additional Rent (or, upon termination of the Lease, Landlord will reimburse Tenant such overpayment in cash and within sixty (60) days thereof with Landlord’s obligations under this Section surviving expiration or any earlier termination of this Lease); and (iii) on the first day of the next following month, and monthly thereafter throughout the remainder of such calendar year, Tenant will pay an amount equal to one-twelfth (1/12) of estimated Tenant’s Share of Operating Costs Increases, shown on such estimated Operating Costs. Landlord may at any time or from time to time revise the applicable rental period(sestimated Operating Costs and, in such case, the estimated Tenant’s Share of Operating Costs Increases for the remainder of the calendar year will be based upon such revised estimate of Operating Costs and adjusted, paid, and/or credited, as applicable, substantially in the same manner as provided above. (c) following Within one hundred twenty (120) days after the end of each calendar year, or at such later time as Landlord will be able to determine the actual amounts of Operating Costs, Landlord will furnish to Tenant a written statement (“Landlord’s Statement”) showing the actual Operating Costs for the calendar year, Landlord’s Share of Operating Costs during the Base Year, and Tenant’s Pro Rata Share of Operating Costs during such calendar year in excess of Landlord’s Share (“actual Tenant’s Share of Operating Costs Increases). If Landlord’s Statement shows that the estimated Tenant’s Share of Operating Costs Increases exceeded the actual Tenant’s Share for such calendar year, then Landlord will credit Tenant in the amount of such excess against subsequent payments of Base Rent and Additional Rent. If Landlord’s Statement will show that the estimated Tenant’s Share of Operating Costs increases were less than actual Tenant’s Share of Operating Costs Increases for such period, Tenant will pay the amount of such deficiency within thirty (30) days after the delivery to Tenant of such Landlord’s Statement. Landlord’s failure to render a Landlord’s Statement with respect to any period will not eliminate or reduce Tenant’s obligation to pay actual Tenant’s Share of Operating Costs Increases for such period and will not prejudice Landlord’s right to render a Landlord’s Statement with respect to any subsequent period. The obligations of Tenant under the provisions of this paragraph with respect to any increase in Additional Rent will survive the expiration or any sooner termination of the this Lease. (d) In respect of any Lease Year or partial Lease Year (including the Base Year) in which the Closing occurred, Building is not occupied to the extent of any Additional Rents due and owing ninety-five percent (95%) of the Rentable Area thereof, the Operating Costs in respect of such period will for such periodthe purposes of this Section, (ii) second, be increased to be equal to the applicable rental period in amount which would have been incurred had the Closing occurred, Building been occupied to the extent of ninety-five percent (95%) of the Rentable Area thereof. (e) Tenant will have the right to inspect Landlord’s accounting records relative to Operating Costs of the Building at Landlord’s accounting office in Madison, Wisconsin during normal business hours at any Additional Rents due time within two (2) years following receipt of Landlord’s Statement for the Base Year and owing for within one (1) year with respect to any other calendar year. Unless Tenant takes written exception to any item within such period, and (iii) third, to the applicable rental period(s) preceding the period in which the Closing occurred, to the extent of any Additional Rents due and owing for such period, less, in the case of rents received by the Purchaser, a proportionate share of any reasonable attorneys' fees and costs and expenses expended by the Purchaser in connection with collection thereof. Notwithstanding the foregoing allocation, if and to the extent that any remittance of Additional Rents is accompanied by express directions from a tenant that such Additional Rents are allocable to a specific rental periodtime periods, such Additional Rents Landlord’s Statement will be considered as final and accepted by Tenant. If Tenant makes a timely written exception to Landlord (a “Notice Dispute”) and if Landlord and Tenant do not agree on the proper amount for actual Tenant’s Share of Operating Costs Increases within thirty (30) days of such Notice of Dispute, the matter shall be applied first submitted to the rental period so specifiedan independent certified public accountant selected by Landlord, and the remainder with reasonable approval by Tenant, whose determination shall be applied in accordance with the immediately preceding sentencefinal. To the extent that If Landlord shall have overstated Tenant’s Share of Operating Costs by more than five (5) percent, Landlord shall pay all costs of such Additional Rents consist examination. If Landlord shall not have overstated Tenant’s Share of percentage rentsOperating Expenses by more than five percent (5%), Tenant shall pay all costs of such Additional Rents shall be allocated under this Section 3.3.2 based on the assumption that such Additional Rents are earned at a constant rate during the course of the period for which such Additional Rents are paid. The obligations of this Section 3.3.2 shall survive the Closing. examination. (f) In the event that an increase in Real Estate Taxes is caused by Tenant’s improvements made to the provisions Premises, Tenant will pay when due all the increase attributable to such improvements. If the improvements, the taxes for which are to be paid separately by Tenant, are not separately assessed, Landlord will equitably determine Tenant’s portion of that tax from the respective valuations assigned in the assessor’s worksheets or such other information (which may include the cost of construction) as may be reasonably available. Notwithstanding anything to the contrary contained herein, Tenant shall have the right, in the name of the Landlord and with the Landlord’s full cooperation, but without any cost to Landlord, to bring suit in any court of competent jurisdiction to recover the amount of any Lease regarding calculation such Real Estate Taxes paid under protest on the basis of Additional Rents call for this paragraph, and any amount so recovered shall belong to Tenant; provided, however, that wherever circumstances permit, Landlord shall not pay any such Real Estate Taxes until Tenant has had a partial refunding reasonable opportunity to investigate and contest such Real Estate Taxes, or credit post a bond in lieu of such Additional Rents for payment. Notwithstanding this, Landlord shall not be required to take any period paid action that may result in advance by such tenant, the Sellers shall pay delinquency of Real Estate Taxes due and payable or to take any action that may result in a portion of such refund or credit, net of offsets, ratably attributable to lien being placed on the portion of such Additional Rents received by the Sellers for such periodBuilding.

Additional Rents. (a) If any tenants Tenants are required to pay percentage rentrents, charges for operating expenses, escalation charges for real estate taxesincreases in operating expenses, parking chargesif any, operating expenses and maintenance escalation rents or chargesbusiness improvement district assessments, theater surcharges pursuant to any of the Project Documents, ▇▇▇▇▇▇’▇ wage increases, labor cost increases, cost-of-living increases increases, charges for electricity, water, cleaning or overtime services, work order charges, “sundry charges” or other charges of a similar nature ("collectively, “Additional Rents") ”), the same shall be adjusted on an if, as and when collected basis. With respect to any estimated Additional Rents paid or payable by Tenants for any period prior to the Closing which, pursuant to the applicable Lease, are to be recalculated after the Closing based upon actual expenses and other relevant factors, (i) Seller agrees, with respect to such adjustments which are in favor of any such Tenant, to pay to Purchaser the amount of such adjustment (after which Purchaser shall pay directly to the Tenant in question), within fifteen (15) days after written demand and presentation to Seller of documentation in support of such adjustments, and (ii) Purchaser agrees, with respect to such adjustments which are in favor of landlord, to pay to Seller the amount of such adjustments which the Tenant pays to Purchaser, within fifteen (15) days after receipt thereof by Purchaser. Purchaser agrees that it shall, in accordance with Purchaser’s standard practice in the management and operation of the Real Property, ▇▇▇▇ Tenants such Additional Rents attributable to an accounting period that shall have expired prior to the Closing in the same manner that Purchaser bills tenants for Additional Rents in respect of an accounting period that shall expire after the Closing (including without limitation, the annual “true up” at the end of each calendar year). Notwithstanding anything contained herein to the contrary, (A) Seller shall have the right, at its sole cost and expense, to pursue in its own name after the Closing any tenants to collect delinquencies for periods prior to the Closing (including, without limitation, by the prosecution of an action or proceeding, provided that with respect to tenants who are, at the time in question, in occupancy of any portion of the Property, no such action or proceeding shall require the eviction of any such tenant without the Purchaser’s consent, and in which event all sums collected by Seller as a result of such litigation (after payment of all costs and expenses) shall be applied in full satisfaction of the subject delinquencies), and (B) with respect to Tenants who are, at the time in question, in occupancy of a portion of the Property, Purchaser agrees that it shall use commercially reasonable efforts to collect any such delinquent Additional Rent allocable to the period of Seller’s ownership of the Property provided that in no event shall such efforts require the eviction of any such tenant unless Purchaser shall agree thereto in writing, and in which event all sums collected by Purchaser as a result of such litigation (after payment of all costs and expenses) shall be applied in full satisfaction of the subject delinquencies). Seller shall furnish to Purchaser such accurate information (based on Seller’s records) relating to the period prior to the Closing that is reasonably necessary for the billing of such Additional Rents. Purchaser shall ▇▇▇▇ Tenants for Additional Rents for accounting periods prior to the Closing in accordance with and on the basis of such information furnished by Seller. Subsequent to the Closing, Seller shall have the right, from time to time for a period of ninety (90) days following the Closing, to review Purchaser’s rental records with respect to the Property during Purchaser’s ordinary business hours, at Purchaser’s offices, to ascertain the status of Purchaser’s billing and collection of Additional Rent. No action which results in the compromising of any claim against any Tenant with respect to base or fixed rents due under such Tenant’s Lease for the period prior to the Closing shall be made without Seller’s prior written approval, which approval shall not be unreasonably withheld, delayed or conditioned. No legal action or proceeding to collect Additional Rent shall be first commenced by Seller against a Tenant after the date which is six (6) months after the Closing Date. With respect to any Tenant which has paid all Additional Rents due and payable to the Closing Date, if, prior to the Closing, Seller or Seller’s managing agent shall have actually received and collected any installments or other amounts of Additional Rents from a tenant such Tenant attributable to Additional Rents for periods from and after the Closing Date, then the then, Purchaser shall apply receive a credit against the Balance of the Purchase Price in the amount of such installments or other amounts of Additional Rents at the Closing. (b) Any Additional Rents collected by Purchaser or Seller after the Closing from Tenants who owe Additional Rents for periods prior to the Closing (to the extent not applied against Fixed Rents due and payable by such Tenant in accordance with Section 4.2.5 above) shall be applied to Additional Rents then due and payable in the following order of priority (i) first, to in payment of Additional Rents for the applicable rental period(s) following the accounting period in which the Closing occurredDate occurs, to with such amounts being prorated between Purchaser and Seller based upon the extent number of any Additional Rents due and owing for such period, days each owned the Property during the accounting period in which the Closing occurs; (ii) second, to the applicable rental period in payment of Additional Rents for any accounting periods which commenced after the Closing occurredoccurs, but only to the extent payments of any Additional Rents due and owing for such period, accounting period are then currently due; and (iii) third, in payment of Additional Rents for accounting periods preceding the accounting period prior to the applicable rental period(s) preceding the accounting period in which the Closing occurredoccurs. Notwithstanding the foregoing, to the extent of (I) if any Additional Rents due and owing for such periodare collected by Purchaser after the Closing Date which are expressly attributable in whole or in part to any period prior to the Closing, less, in the case of rents received by the Purchaser, a then Purchaser shall promptly pay to Seller its proportionate share of thereof, (II) if any reasonable attorneys' fees and costs and expenses expended by the Purchaser in connection with collection thereof. Notwithstanding the foregoing allocation, if and to the extent that any remittance of Additional Rents is accompanied by express directions from a tenant that such Additional Rents are allocable collected by Seller after the Closing Date which are expressly attributable in whole or in part to a specific rental periodany period prior to the Closing, such then Seller may retain its proportionate share thereof, and (III) any funds collected by Purchaser for Additional Rents as the result of an end of billing period “true up” that are in favor of landlord, shall be applied first divided between Seller and Purchaser based upon the number of months each held the landlord’s interest in the Property for such billing period. At the Closing, Purchaser shall receive a credit against the Balance of the Purchase Price for any rents or other amounts paid by Tenants pursuant to the rental period so specifiedLeases actually received and collected by Seller prior to Closing, but that correspond to real estate taxes, operating expenses or other charges which are not due and the remainder shall be applied in accordance with the immediately preceding sentence. To the extent that such Additional Rents consist of percentage rents, such Additional Rents shall be allocated under this Section 3.3.2 based on the assumption that such Additional Rents are earned at a constant rate during the course of the period for which such Additional Rents are paid. The obligations of this Section 3.3.2 shall survive payable until after the Closing. In the event that the provisions of any Lease regarding calculation of Additional Rents call for a partial refunding or credit of such Additional Rents for any period paid in advance by such tenant, the Sellers shall pay a portion of such refund or credit, net of offsets, ratably attributable to the portion of such Additional Rents received by the Sellers for such period.

Additional Rents. If any tenants are required to pay percentage rent, escalation charges for real estate taxes, parking charges, operating expenses and maintenance escalation rents or charges, cost-of-living increases or other charges of a similar nature ("Additional RentsADDITIONAL RENTS") and any Additional Rents are received collected by the Purchaser from a tenant after the Closing Date, then the Purchaser shall promptly apply such Additional Rents sums received from such tenant during the following periods in the following order of priority: (i) first, to the applicable rental period(s) following the period then current month in which the Closing occurred, to the extent of any payment was received if Additional Rents Rent is due and owing for such periodmonth, (ii) second, to the applicable rental period months in which any arrearages exist, paying off the Closing occurred, to the extent of any most recent arrears first. If Additional Rents due and owing for such period, and (iii) third, to the applicable rental period(s) preceding the period in which the Closing occurred, to the extent of or any Additional Rents due and owing for such period, less, in the case of rents portion thereof received by the PurchaserSeller or the Purchaser after the Closing are due and payable to the other party by reason of this allocation, the appropriate sum, less a proportionate share of any reasonable attorneys' fees and costs and expenses expended by the Purchaser in connection with the collection thereof. Notwithstanding , shall be promptly paid to the foregoing allocation, if and other party (to the extent that any remittance not collected from or reimbursed by tenants). At the Closing, Seller shall deliver to Purchaser a list of Additional Rents is accompanied Rent billed to tenants for the calendar year in which the Closing occurs (both on a monthly basis and in the aggregate), the basis for which the monthly amounts are being billed and the amounts incurred by express directions from a tenant that Seller on account of the components of Additional Rent for such calendar year. Upon the reconciliation by Purchaser of the Additional Rents are allocable billed to a specific rental period, such Additional Rents shall be applied first to the rental period so specifiedTenants, and the remainder amounts actually incurred for such calendar year, Seller and Purchaser shall be applied in accordance with liable for overpayments of Additional Rents, and shall be entitled to payments from Tenants, as the immediately preceding sentencecase may be, on a pro-rata basis based upon each party's period of ownership during such calendar year. To the extent that Seller is liable for an overpayment, it shall make such Additional Rents consist of percentage rentsoverpayment to Purchaser within thirty (30) days after request, such Additional Rents shall be allocated under this Section 3.3.2 based on the assumption that such Additional Rents are earned at a constant rate during the course of the period for which such Additional Rents are paid. The obligations of this Section 3.3.2 shall survive the Closing. In the event that the provisions of any Lease regarding calculation of Additional Rents call for a partial refunding or credit of such Additional Rents for any period paid in advance further distribution by such tenant, the Sellers shall pay a portion of such refund or credit, net of offsets, ratably attributable Purchaser to the portion of such Additional Rents received by the Sellers for such periodtenants, as applicable.

Additional Rents. If any tenants are required to pay percentage rent, escalation charges for real estate taxes, parking charges, operating expenses and maintenance escalation rents or charges, cost-of-living increases or other charges of a similar nature ("Additional Rents") and any Additional Rents are received that were collected before Closing but relate in part to a period after Closing shall be apportioned as of the Closing Date and Purchaser shall receive a credit against the Purchase Price for any such Additional Rents attributable to periods from a tenant and after Closing. Not later than three (3) months following the Closing Date, then the Purchaser Seller shall apply such Additional Rents (i) first, provide to the applicable rental period(s) following the period in which the Closing occurred, to the extent of any Additional Rents due and owing for such period, (ii) second, to the applicable rental period in which the Closing occurred, to the extent of any Additional Rents due and owing for such period, and (iii) third, to the applicable rental period(s) preceding the period in which the Closing occurred, to the extent of any Additional Rents due and owing for such period, less, in the case of rents received by the Purchaser, a proportionate share of any reasonable attorneys' fees and costs and expenses expended by the Purchaser in connection with collection thereof. Notwithstanding the foregoing allocation, if and to the extent that any remittance S▇▇▇▇▇’s proposed reconciliation of Additional Rents is accompanied by express directions from a tenant that such Additional Rents are allocable to a specific rental period, such Additional Rents shall be applied first for the Property for the calendar year 2024 prior to the rental period so specifiedClosing Date. As soon as is reasonably practical, but in no event later than April 30, 2025, Purchaser shall prepare for Seller’s review and approval a reconciliation of Additional Rent for the remainder calendar year 2024. Upon completion of an approved reconciliation of Additional Rent for the calendar year 2024, Purchaser shall be applied in accordance with invoice and diligently pursue collection from the immediately preceding sentenceTenant any outstanding Additional Rent and where appropriate, credit the Tenant any overpaid Additional Rent. To the extent that such Additional Rents consist of percentage rents, such Additional Rents shall be allocated under this Section 3.3.2 based on the assumption that such Additional Rents are earned at a constant rate during the course of the period for which such Additional Rents are paid. The obligations of this Section 3.3.2 shall survive the Closing. In the event that the provisions Promptly after receipt by Purchaser of any Lease regarding calculation of Additional Rents call for a partial refunding or credit of such Additional Rents for any period paid in advance by such tenantoutstanding amounts from the Tenant, the Sellers Purchaser shall pay a portion of such refund or credit, net of offsets, ratably attributable forward to Seller the portion of such amounts relating to the calendar year 2024 prior to the Closing Date. Within thirty (30) days after completion of an approved reconciliation of Additional Rents received by Rent for the Sellers for such periodcalendar year 2024, Seller shall pay to Purchaser the portion of any proper credit due the Tenant relating to the calendar year 2024 prior to the Closing Date. Purchaser and Seller shall each act reasonably with respect to the reconciliation of Additional Rent set forth above.

Additional Rents. If any tenants are required to pay Any percentage rent, escalation charges for real estate taxes, parking charges, operating expenses and maintenance expenses, pass-throughs for roof, parking area and other capital asset replacements (including amortization payments), escalation rents or charges, cost-of-electricity charges, cost of living increases or any other charges of a similar nature other than fixed or base rent under the Leases (collectively, the "Additional Rents") and any Additional Rents are received from a tenant after shall be prorated as of the Closing DateDate between Purchaser and Seller, then with proration payments to be made on or before the Purchaser shall apply such Additional Rents date which is ninety (i90) first, to the applicable rental period(s) days following the period end of the calendar year in which the Closing occurred, occurs based on the actual number of days of the year and month which shall have elapsed as of the Closing Date. Prior to the extent of any Closing, Seller shall provide Purchaser on an estimated basis with information regarding Additional Rents due which were received by Seller prior to Closing and owing the amount of reimbursable expenses paid by Seller prior to Closing. If Seller's collections of such amounts is in excess of the amounts actually paid by Seller for such perioditems for the period prior to Closing, (ii) second, then Purchaser shall receive a credit at Closing for the excess amounts collected. Purchaser shall apply all such excess amounts to the applicable rental charges owed by Purchaser for such items for the period after the Closing and, if required by the Leases, shall rebate or credit the tenants with any remainder. If it is determined that the amount collected during Seller's ownership period was less than the amounts actually paid by Seller for such items for the period prior to the Closing, then the collection and remitting of such amounts shall be governed by the provisions of subsection (iii) above regarding the post-closing application of rents. With respect to reimbursable expenses paid by Seller prior to Closing, but not billed to tenants prior to Closing, Seller will provide to Purchaser all relevant information including supporting documentation and Seller's calculation of the amount to be billed to each tenant. On or before the date which is ninety (90) days following the end of the calendar year in which the Closing occurredoccurs, Purchaser shall deliver to Seller a reconciliation of all expenses reimbursable by tenants under the extent of any Additional Rents due and owing for such periodLeases, and (iii) third, to the applicable rental period(s) preceding the period in which the Closing occurred, to the extent of any Additional Rents due and owing for such period, less, in the case of rents received by the Purchaser, a proportionate share of any reasonable attorneys' fees and costs and expenses expended by the Purchaser in connection with collection thereof. Notwithstanding the foregoing allocation, if and to the extent that any remittance amount of Additional Rents is accompanied received by express directions from a tenant that such Additional Rents are allocable to a specific rental periodSeller and Purchaser relating thereto (the "RECONCILIATION"). Upon reasonable notice and during normal business hours, such Additional Rents each party shall be applied first make available to the rental period so specified, and other all information reasonably required to confirm the remainder shall be applied in accordance with the immediately preceding sentence. To the extent that such Additional Rents consist of percentage rents, such Additional Rents shall be allocated under this Section 3.3.2 based on the assumption that such Additional Rents are earned at a constant rate during the course of the period for which such Additional Rents are paid. The obligations of this Section 3.3.2 shall survive the ClosingReconciliation. In the event that the provisions of any Lease regarding calculation overpayment of Additional Rents call for a partial refunding by the tenants to Seller, Seller shall promptly, but in no event later than fifteen (15) days after receipt of the Reconciliation, pay to Purchaser the amount of such overpayment and Purchaser, as the landlord under the particular Leases, shall pay or credit to each applicable tenant the amount of such overpayment. In the event of an underpayment of Additional Rents for any period paid in advance by such tenantthe tenants to Seller, the Sellers Purchaser shall pay a portion to Seller the amount of such refund or credit, net underpayment within fifteen (15) days following Purchaser's receipt of offsets, ratably attributable to any such amounts from the portion of such Additional Rents received by the Sellers for such periodtenants.

Additional Rents. If any tenants Tenants are required obligated to pay percentage pay, as additional rent, escalation charges for real estate taxescertain escalations in base rent and pass throughs of operating and similar expenses pursuant to the terms of the Third Party Leases (collectively, parking charges, operating expenses and maintenance escalation rents or charges, cost-of-living increases or other charges of a similar nature ("“Additional Rents"”). On or before the date that is ninety (90) days following the Closing, Seller shall deliver to Buyer a reconciliation of all expenses reimbursable by tenants under the Third Party Leases, and any the amount of Additional Rents are received from a tenant after by Seller (the Closing Date“Seller’s Reconciliation”), then the Purchaser and Buyer shall apply such Additional Rents promptly, following Seller’s request, deliver to Seller all information reasonably requested by Seller pertinent to Seller’s Reconciliation. Upon reasonable notice and during normal business hours, (i) firstSeller shall make available to Buyer all information reasonably required to confirm final agreement on the Seller’s Reconciliation, including, without limitation, a copy of Seller’s general ledger for the Property, and (ii) Buyer shall make available to Seller all information reasonably required to confirm final agreement on the applicable rental period(sSeller’s Reconciliation, including, without limitation, a copy of Buyer’s general ledger for the Property. Seller and Buyer shall use reasonable efforts to agree upon the accuracy of the Seller’s Reconciliation within thirty (30) following days after delivery of Seller’s Reconciliation to Buyer. In the period event of any overpayment of Additional Rents to Seller by the tenants under the Third Party Leases, Seller shall promptly, but in which no event later than ten (10) Business Days after Buyer and Seller agree upon the Closing occurredaccuracy of the Seller’s Reconciliation, pay to Buyer the amount of such overpayment to the extent of any Additional Rents due and owing for such period, (ii) second, not previously credited to the applicable rental period in which the Closing occurred, to the extent of any Additional Rents due and owing for such periodBuyer, and (iii) third▇▇▇▇▇, to as the applicable rental period(s) preceding landlord under the period in which the Closing occurredparticular Third Party Leases, to the extent of any Additional Rents due and owing for such periodshall pay or credit, less, in the case of rents received by the Purchaser, a proportionate share of any reasonable attorneys' fees and costs and expenses expended by the Purchaser in connection with collection thereof. Notwithstanding the foregoing allocation, if and to the extent that any remittance of Additional Rents is accompanied by express directions from a tenant that such Additional Rents are allocable to a specific rental period, such Additional Rents shall be applied first to the rental period so specified, and the remainder shall be applied in accordance with the immediately preceding sentence. To applicable Third Party Lease, to each applicable tenant the extent that amount of such Additional Rents consist of percentage rents, such Additional Rents shall be allocated under this Section 3.3.2 based on the assumption that such Additional Rents are earned at a constant rate during the course of the period for which such Additional Rents are paid. The obligations of this Section 3.3.2 shall survive the Closingoverpayment. In the event that of an underpayment of Additional Rents by the tenants to Seller, then the collection and remitting of such amounts shall be governed by the provisions of any Lease Section 6.8.3 above regarding the post-closing application of rents. With respect to reimbursable expenses paid by Seller prior to Closing, but not billed to tenants prior to Closing, Seller will provide to Buyer all relevant information including supporting documentation and Seller’s calculation of Additional Rents call for a partial refunding or credit of the amount to be billed to each tenant and Buyer shall make efforts to collect such Additional Rents for any period paid in advance by such tenant, the Sellers shall pay a portion of such refund or credit, net of offsets, ratably attributable amounts pursuant to the portion of such Additional Rents received by the Sellers for such periodSection 6.8.3.

Additional Rents. If any tenants Tenants are required obligated to pay percentage pay, as additional rent, escalation charges for real estate taxescertain escalations in base rent and pass throughs of operating and similar expenses pursuant to the terms of the Third Party Leases (collectively, parking charges, operating expenses and maintenance escalation rents or charges, cost-of-living increases or other charges of a similar nature ("“Additional Rents"”). On or before the date that is ninety (90) days following the Closing, Seller shall deliver to Buyer a reconciliation of all expenses reimbursable by tenants under the Third Party Leases, and any the amount of Additional Rents are received from a tenant after by Seller (the Closing Date“Seller’s Reconciliation”), then the Purchaser and Buyer shall apply such Additional Rents promptly, following Seller’s request, deliver to Seller all information reasonably requested by Seller pertinent to Seller’s Reconciliation. Upon reasonable notice and during normal business hours, (i) firstSeller shall make available to Buyer all information reasonably required to confirm final agreement on the Seller’s Reconciliation, including, without limitation, a copy of Seller’s general ledger for the Property, and (ii) Buyer shall make available to Seller all information reasonably required to confirm final agreement on the applicable rental period(sSeller’s Reconciliation, including, without limitation, a copy of Buyer’s general ledger for the Property. Seller and Buyer shall use reasonable efforts to agree upon the accuracy of the Seller’s Reconciliation within thirty (30) following days after delivery of Seller’s Reconciliation to Buyer. In the period event of any overpayment of Additional Rents to Seller by the tenants under the Third Party Leases, Seller shall promptly, but in which no event later than ten (10) Business Days after Buyer and Seller agree upon the Closing occurredaccuracy of the Seller’s Reconciliation, pay to Buyer the amount of such overpayment to the extent of any Additional Rents due and owing for such period, (ii) second, not previously credited to the applicable rental period in which the Closing occurred, to the extent of any Additional Rents due and owing for such periodBuyer, and (iii) thirdBuyer, to as the applicable rental period(s) preceding landlord under the period in which the Closing occurredparticular Third Party Leases, to the extent of any Additional Rents due and owing for such periodshall pay or credit, less, in the case of rents received by the Purchaser, a proportionate share of any reasonable attorneys' fees and costs and expenses expended by the Purchaser in connection with collection thereof. Notwithstanding the foregoing allocation, if and to the extent that any remittance of Additional Rents is accompanied by express directions from a tenant that such Additional Rents are allocable to a specific rental period, such Additional Rents shall be applied first to the rental period so specified, and the remainder shall be applied in accordance with the immediately preceding sentence. To applicable Third Party Lease, to each applicable tenant the extent that amount of such Additional Rents consist of percentage rents, such Additional Rents shall be allocated under this Section 3.3.2 based on the assumption that such Additional Rents are earned at a constant rate during the course of the period for which such Additional Rents are paid. The obligations of this Section 3.3.2 shall survive the Closingoverpayment. In the event that of an underpayment of Additional Rents by the tenants to Seller, then the collection and remitting of such amounts shall be governed by the provisions of any Lease Section 6.8.3 above regarding the post-closing application of rents. With respect to reimbursable expenses paid by Seller prior to Closing, but not billed to tenants prior to Closing, Seller will provide to Buyer all relevant information including supporting documentation and Seller’s calculation of Additional Rents call for a partial refunding or credit of the amount to be billed to each tenant and Buyer shall make efforts to collect such Additional Rents for any period paid in advance by such tenant, the Sellers shall pay a portion of such refund or credit, net of offsets, ratably attributable amounts pursuant to the portion of such Additional Rents received by the Sellers for such periodSection 6.8.3.

Additional Rents. If any tenants are required to pay percentage rent, escalation charges for real estate taxes, parking charges, operating expenses and maintenance escalation rents or charges, cost-of-of- living increases or other charges of a similar nature ("Additional Rents") and any Additional Rents are received collected by the Purchaser from a tenant after the Closing Date, then the Purchaser shall apply such Additional Rents shall be applied to amounts due and payable by such tenant in the manner specified by such tenant, provided, that, if the tenant does not so specify, such Additional Rents shall be applied to amounts due and payable by such tenant during the following periods in the following order of priority: (i) first, to the applicable rental period(s) following the period month in which the Closing occurred, to the extent of any Additional Rents due and owing for such period, (ii) second, to the applicable rental period months following the month in which the Closing occurred, to the extent of any Additional Rents due and owing for such period, and (iii) third, to the applicable rental period(s) months preceding the period month in which the Closing occurred, to the extent of any . If Additional Rents due and owing for such period, less, in the case of rents or any portion thereof received by the PurchaserPurchaser after the Closing are due and payable to the Seller by reason of this allocation, the appropriate sum, less a proportionate share of any reasonable attorneys' fees and costs and expenses expended by the Purchaser in connection with the collection thereof. Notwithstanding the foregoing allocation, if and (to the extent that not collected from or reimbursed by tenants) shall be promptly paid to the Seller. Collection After the Closing. After the Closing, the Seller shall continue to have the right, in its own name, to demand payment of and to collect Rent and Additional Rent arrearages owed to the Seller by any remittance of tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any tenant (but which right shall specifically exclude any right to terminate any Lease). The Purchaser agrees to cooperate with the Seller in connection with all efforts by the Seller to collect such Rents and Additional Rents is accompanied by express directions from a and to take all steps, whether before or after the Closing Date, as may be reasonably necessary to carry out the intention of the foregoing, including, without limitation, the delivery to the Seller, upon demand, of any relevant books and records (including any Rent or Additional Rent statements, receipted bills and copies of tenant that checks used in payment of such Rent or Additional Rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Rents and Additional Rents by the Seller, provided that the cooperation required pursuant to this sentence shall not require the Purchaser to be a party to any legal action against any tenant. If for any fiscal period which includes the Adjustment Date tenants are allocable to a specific rental periodpaying Additional Rent based upon estimates prepared by the Seller, such Additional Rents shall be applied first reapportioned when the actual expenses for the fiscal period are known. Water. If there is a water meter on the Property, the Seller shall furnish a reading to a date not more than thirty (30) days prior to the rental period so specifiedClosing Date, and the remainder unfixed water charges and sewer rent, if any, based thereon for the intervening time shall be applied in accordance with the immediately preceding sentence. To the extent that such Additional Rents consist of percentage rents, such Additional Rents shall be allocated under this Section 3.3.2 based apportioned on the assumption that such Additional Rents are earned at a constant rate during the course of the period for which such Additional Rents are paid. The obligations of this Section 3.3.2 shall survive the Closing. In the event that the provisions of any Lease regarding calculation of Additional Rents call for a partial refunding or credit basis of such Additional Rents for any period paid in advance by such tenant, the Sellers shall pay a portion of such refund or credit, net of offsets, ratably attributable to the portion of such Additional Rents received by the Sellers for such periodlast reading.

Additional Rents. If any tenants are required Operating Expenses. In addition to the base rent set forth above, Lessee further agrees to pay percentage as Additional Rental Lessee's pro rata share of all Operating Expenses of the Building, it being understood that the base rent payable by Lessee to Lessor is the absolute net rent to be received by Lessor and there shall be no charges or impositions against said rent. Lessor may, escalation charges within nine (9) months following the close of any calendar year for real estate taxeswhich additional rental is due under this Paragraph, parking chargesinvoice Lessee for its pro rata share of operating expenses. The invoice shall include in reasonable detail the computations of the additional rental, and Lessee agrees to make payment of the additional rental to Lessor within thirty (30) days following receipt of the invoice. In addition to Lessor's right to invoice Lessee for actual operating expenses, if any, at the end of each calendar year, Lessor shall have the right but not the obligation, at any time during the term of this Lease, to estimate operating expenses for the coming calendar year (or remaining part thereof) and maintenance escalation rents or chargesinvoice Lessee for its pro rata share of such estimated operating expenses. Lessee shall pay monthly, costconcurrent with each Base Rent payment due hereunder, an amount equal to one-of-living increases or other charges of a similar nature twelfth (1/12) the estimated annual operating expenses, such payment being considered "Additional RentsRent") and any Additional Rents are received from a tenant after . In the Closing Dateevent of an overpayment or underpayment by Lessee, then each party hereby agrees to an appropriate adjustment to be paid or credited, as the Purchaser shall apply such Additional Rents (i) firstcase may be, as determined by the accounting of actual operating expenses as provided herein, to the applicable rental period(sAdditional Rent payment next becoming due from Lessee. Such adjustment shall be made within thirty (30) following days after Lessor has finally determined the period in actual operating expenses for the calendar year and notified Lessee of the payment (or credit) which is due. Appropriate proration shall be made for partial periods. Lessee shall have the Closing occurredright, at any time within sixty (60) days from receipt of Lessor's notice of the actual Additional Rent due hereunder, and at Lessee's own expense and at a reasonable time, to inspect Lessor's books at the extent Lessor or its agent's place of any Additional Rents due and owing for such periodbusiness, (ii) second, relevant to the applicable rental period in which the Closing occurred, to the extent of any Additional Rents Rent due and owing for such period, and (iii) third, to the applicable rental period(s) preceding the period in which the Closing occurred, to the extent of any Additional Rents due and owing for such period, less, in the case of rents received by the Purchaser, a proportionate share of any reasonable attorneys' fees and costs and expenses expended by the Purchaser in connection with collection thereof. Notwithstanding the foregoing allocation, if and to the extent that any remittance of Additional Rents is accompanied by express directions from a tenant that such Additional Rents are allocable to a specific rental period, such Additional Rents shall be applied first to the rental period so specified, and the remainder shall be applied in accordance with the immediately preceding sentence. To the extent that such Additional Rents consist of percentage rents, such Additional Rents shall be allocated under this Section 3.3.2 based on the assumption that such Additional Rents are earned Paragraph, or at Lessor's option, Lessor shall provide to Lessee a constant rate during the course statement of the period for which such Additional Rents are paid. The obligations of this Section 3.3.2 shall survive the Closingoperating expenses in reasonable detail. In the event that Lessee shall dispute the provisions of any Lease regarding calculation of Additional Rents call Rent due hereunder (including election by Lessee to inspect Lessor's books, as provided for a partial refunding or credit above), Lessee shall nonetheless be required to pay the Additional Rent so invoiced to Lessee as and when required herein pending resolution of such Additional Rents for any period paid in advance by such tenant, dispute. Lessee's obligation to pay this rent shall survive the Sellers shall pay a portion termination of such refund or credit, net of offsets, ratably attributable to the portion of such Additional Rents received by the Sellers for such periodLease.

Additional Rents. If any tenants are required to pay percentage rent, escalation charges for real estate taxes, parking charges, operating expenses and maintenance escalation rents or charges, cost-of-living increases or other charges of a similar nature ("Additional RentsADDITIONAL RENTS") and if on the Closing Date any tenant is in arrears in the payment of Additional Rents or has not paid Additional Rents payable by it for the month in which the Closing occurs (whether or not it is in arrears for such month on the Closing Date), any Additional Rents are received by the Purchaser or the Seller from a such tenant after the Closing Dateshall be applied to amounts due and payable by such tenant in the manner specified by such tenant, then the Purchaser shall apply provided that if such tenant does not so specify, such Additional Rents shall be applied to amounts due and payable by such tenant during the following periods in the following order of priority: (i) first, to the applicable rental period(s) following the period month in which the Closing occurred, to the extent of any Additional Rents due and owing for such period, (ii) second, to the applicable rental period months following the month in which the Closing occurred, to the extent of any Additional Rents due and owing for such periodand, and (iii) third, to the applicable rental period(s) month preceding the period month in which the Closing occurred, to the extent of any . If Additional Rents due and owing for such period, less, in the case of rents or any portion thereof received by the PurchaserSeller or the Purchaser after the Closing are due and payable to the other party by reason of this allocation, the appropriate sum, less a proportionate share of any reasonable attorneys' fees and costs and expenses expended by the Purchaser in connection with theof collection thereof. Notwithstanding thereof shall be promptly paid to the foregoing allocation, if and other party (to the extent that any remittance of Additional Rents is accompanied not collected from or reimbursed by express directions from a tenant that such Additional Rents are allocable to a specific rental period, such Additional Rents shall be applied first to the rental period so specified, and the remainder shall be applied in accordance with the immediately preceding sentencetenants). To the extent that such Additional Rents consist of percentage rents, such Additional Rents shall be allocated under this Section 3.3.2 3.2.2. based on the assumption that such Additional Rents are earned at a constant rate during the course of the period for which such Additional Rents are paid. The obligations of this Section 3.3.2 3.2.2. shall survive the Closing. In the event that the provisions of any Lease regarding calculation of Additional Rents call for a partial refunding or credit of such Additional Rents for any period paid in advance by such tenant, the Sellers shall pay a portion of such refund or credit, net of offsets, ratably attributable to the portion of such Additional Rents received by the Sellers for such period.

Additional Rents. If any tenants are required to pay Any percentage rent, escalation charges for real estate taxes, parking charges, operating expenses and maintenance expenses, pass-throughs for roof, parking area and other capital asset replacements (including amortization payments), escalation rents or charges, cost-of-electricity charges, cost of living increases or any other charges of a similar nature other than fixed or base rent under the Leases (collectively, the "Additional Rents") and any Additional Rents are received from a tenant after shall be prorated as of the Closing Date, then Date between Buyer and Seller proration payments to be made on or before the Purchaser shall apply such Additional Rents date which is ninety (i90) first, to the applicable rental period(s) days following the period end of the calendar year in which the Closing occurredoccurs based on the actual number of days of the year and month which shall have elapsed as of the Closing Date. Prior to Closing, Seller shall provide Buyer on an estimated basis with information regarding Additional Rents which were received by Seller prior to Closing and the amount of reimbursable expenses paid by Seller prior to Closing. If Seller's collections of such amounts is in excess of the amounts actually paid by Seller for such items for the period prior to Closing, then Buyer shall receive a credit at Closing for the excess amounts collected. Buyer shall apply all such excess amounts to the extent of any Additional Rents due and owing charges owed by Buyer for such perioditems for the period after the Closing and, (ii) secondif required by the Leases, shall rebate or credit the tenants with any remainder. If it is determined that the amount collected during Seller's ownership period was less than the amounts actually paid by Seller for such items for the period prior to the applicable rental period Closing, then the collection and remitting of such amounts shall be governed by the provisions of subsection (iii) above regarding the post-closing application of rents. With respect to reimbursable expenses paid by Seller prior to Closing, but not billed to tenants prior to Closing, Seller will provide to Buyer all relevant information including supporting documentation and Seller's calculation of the amount to be billed to each tenant. On or before the date which is ninety (90) days following the end of the calendar year in which the Closing occurredoccurs, Buyer shall deliver to Seller a reconciliation of all expenses reimbursable by tenants under the extent of any Additional Rents due and owing for such periodLeases, and (iii) third, to the applicable rental period(s) preceding the period in which the Closing occurred, to the extent of any Additional Rents due and owing for such period, less, in the case of rents received by the Purchaser, a proportionate share of any reasonable attorneys' fees and costs and expenses expended by the Purchaser in connection with collection thereof. Notwithstanding the foregoing allocation, if and to the extent that any remittance amount of Additional Rents is accompanied received by express directions from a tenant that such Additional Rents are allocable to a specific rental periodSeller and Buyer relating thereto (the "Reconciliation"). Upon reasonable notice and during normal business hours, such Additional Rents each party shall be applied first make available to the rental period so specified, and other all information reasonably required to confirm the remainder shall be applied in accordance with the immediately preceding sentence. To the extent that such Additional Rents consist of percentage rents, such Additional Rents shall be allocated under this Section 3.3.2 based on the assumption that such Additional Rents are earned at a constant rate during the course of the period for which such Additional Rents are paid. The obligations of this Section 3.3.2 shall survive the ClosingReconciliation. In the event that the provisions of any Lease regarding calculation overpayment of Additional Rents call for a partial refunding by the tenants to Seller, Seller shall promptly, but in no event later than fifteen (15) days after receipt of the Reconciliation, pay to Buyer the amount of such overpayment and Buyer, as the landlord under the particular Leases, shall pay or credit to each applicable tenant the amount of such overpayment. In the event of an underpayment of Additional Rents for any period paid in advance by such tenantthe tenants to Seller, the Sellers Buyer shall pay a portion to Seller the amount of such refund or credit, net underpayment within fifteen (15) days following Buyer's receipt of offsets, ratably attributable to any such amounts from the portion of such Additional Rents received by the Sellers for such periodtenants.

Additional Rents. If any tenants are required to pay percentage rent, escalation charges for real estate taxes, parking charges, operating expenses and maintenance escalation rents or charges, cost-of-living increases or other charges of a similar nature ("Additional Rents") and any Additional Rents are received collected by the Purchaser from a tenant after the Closing Date, then the Purchaser shall apply such Additional Rents in the manner specified by such tenant and if tenant does not specify in the following order of priority: (i) first, first to any Additional Rents owed by such tenant for the applicable rental period(s) following the period month in which the Closing occurred, (ii) second to the extent of any Additional Rents due and owing owed by such tenant for such period, (ii) second, to the applicable rental period month following the month in which the Closing occurred, to the extent of any Additional Rents due and owing for such period, and (iii) third, to any Additional Rents owed by such tenant for the applicable rental period(s) month preceding the period month in which the Closing occurred. Collection After the Closing. After the Closing, the Seller shall continue to have the right, in its own name, to demand payment of and to collect Rent and Additional Rent arrearages owed to the extent of Seller by any Additional Rents due and owing for such periodtenant, lesswhich right shall include, in without limitation, the case of rents received by right to continue or commence legal actions or proceedings against any tenant. The Purchaser agrees to cooperate (at no expense to Purchaser) with the Purchaser, a proportionate share of any reasonable attorneys' fees and costs and expenses expended by the Purchaser Seller in connection with collection thereof. Notwithstanding all efforts by the foregoing allocation, if Seller to collect such Rents and Additional Rents and to take all steps, whether before or after the extent that Closing Date, as may be reasonably necessary to carry out the intention of the foregoing, including, without limitation, the delivery to the Seller, upon demand, of any remittance relevant books and records (including any Rent or Additional Rent statements, receipted bills and copies of tenant checks used in payment of such Rent or Additional Rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Rents and Additional Rents is accompanied by express directions from a tenant that such the Seller. [If for any fiscal period which includes the Adjustment Date tenants are paying Additional Rents are allocable to a specific rental periodRent based upon estimates prepared by the Seller, such Additional Rents shall be applied first to reapportioned when the rental actual expenses for the fiscal period so specified, and the remainder shall be applied in accordance with the immediately preceding sentence. To the extent that such Additional Rents consist of percentage rents, such Additional Rents shall be allocated under this Section 3.3.2 based on the assumption that such Additional Rents are earned at a constant rate during the course of the period for which such Additional Rents are paid. The obligations of this Section 3.3.2 shall survive the Closing. In the event that the provisions of any Lease regarding calculation of Additional Rents call for a partial refunding or credit of such Additional Rents for any period paid in advance by such tenant, the Sellers shall pay a portion of such refund or credit, net of offsets, ratably attributable to the portion of such Additional Rents received by the Sellers for such periodknown.]

Additional Rents. If any tenants are required to pay Any percentage rent, escalation charges for real estate taxes, parking charges, operating expenses and maintenance expenses, pass-throughs for roof, parking area and other capital asset replacements (including amortization payments), escalation rents or charges, cost-of-electricity charges, cost of living increases or any other charges of a similar nature other than fixed or base rent under the Leases (collectively, the "Additional Rents") and any Additional Rents are received from a tenant after shall be prorated as of the Closing DateDate between Buyer and Seller, then proration payments to be made on or before the Purchaser shall apply such Additional Rents date which is ninety (i90) first, to the applicable rental period(s) days following the period end of the calendar year in which the Closing occurredoccurs based on the actual number of days of the year and month which shall have elapsed as of the Closing Date. Prior to Closing, Seller shall provide Buyer on an estimated basis with information regarding Additional Rents which were received by Seller prior to Closing and the amount of reimbursable expenses paid by Seller prior to Closing. If Seller's collections of such amounts is in excess of the amounts actually paid by Seller for such items for the period prior to Closing, then Buyer shall receive a credit at Closing for the excess amounts collected. Buyer shall apply all such excess amounts to the extent of any Additional Rents due and owing charges owed by Buyer for such perioditems for the period after the Closing and, (ii) secondif required by the Leases, shall rebate or credit the tenants with any remainder. If it is determined that the amount collected during Seller's ownership period was less than the amounts actually paid by Seller for such items for the period prior to the applicable rental period Closing, then the collection and remitting of such amounts shall be governed by the provisions of subsection (iii) above regarding the post-closing application of rents. With respect to reimbursable expenses paid by Seller prior to Closing, but not billed to tenants prior to Closing, Seller will provide to Buyer all relevant information including supporting documentation and Seller's calculation of the amount to be billed to each tenant. On or before the date which is ninety (90) days following the end of the calendar year in which the Closing occurredoccurs, Buyer shall deliver to Seller a reconciliation of all expenses reimbursable by tenants under the extent of any Additional Rents due and owing for such periodLeases, and (iii) third, to the applicable rental period(s) preceding the period in which the Closing occurred, to the extent of any Additional Rents due and owing for such period, less, in the case of rents received by the Purchaser, a proportionate share of any reasonable attorneys' fees and costs and expenses expended by the Purchaser in connection with collection thereof. Notwithstanding the foregoing allocation, if and to the extent that any remittance amount of Additional Rents is accompanied received by express directions from a tenant that such Additional Rents are allocable to a specific rental periodSeller and Buyer relating thereto (the "Reconciliation"). Upon reasonable notice and during normal business hours, such Additional Rents each party shall be applied first make available to the rental period so specified, and other all information reasonably required to confirm the remainder shall be applied in accordance with the immediately preceding sentence. To the extent that such Additional Rents consist of percentage rents, such Additional Rents shall be allocated under this Section 3.3.2 based on the assumption that such Additional Rents are earned at a constant rate during the course of the period for which such Additional Rents are paid. The obligations of this Section 3.3.2 shall survive the ClosingReconciliation. In the event that the provisions of any Lease regarding calculation overpayment of Additional Rents call for a partial refunding by the tenants to Seller, Seller shall promptly, but in no event later than fifteen (15) days after receipt of the Reconciliation, pay to Buyer the amount of such overpayment and Buyer, as the landlord under the particular Leases, shall pay or credit to each applicable tenant the amount of such overpayment. In the event of an underpayment of Additional Rents for any period paid in advance by such tenantthe tenants to Seller, the Sellers Buyer shall pay a portion to Seller the amount of such refund or credit, net underpayment within fifteen (15) days following Buyer's receipt of offsets, ratably attributable to any such amounts from the portion of such Additional Rents received by the Sellers for such periodtenants.

Additional Rents. If any tenants are required to pay Any percentage rent, escalation charges for real estate taxes, parking charges, operating expenses and maintenance expenses, pass-throughs for roof, parking area and other capital asset replacements (including amortization payments), escalation rents or charges, cost-of-electricity charges, cost of living increases or any other charges of a similar nature other than fixed or base rent under the Leases (collectively, the "Additional Rents") and any Additional Rents are received from a tenant after shall be prorated as of the Closing Date, then Date between Buyer and Seller proration payments to be made on or before the Purchaser shall apply such Additional Rents date which is ninety (i90) first, to the applicable rental period(s) days following the period end of the calendar year in which the Closing occurredoccurs based on the actual number of days of the year and month which shall have elapsed as of the Closing Date. Prior to Closing, Seller shall provide Buyer on an estimated basis with information regarding Additional Rents which were received by Seller prior to Closing and the amount of reimbursable expenses paid by Seller prior to Closing. If Seller's collections of such amounts is in excess of the amounts actually paid by Seller for such items for the period prior to Closing, then Buyer shall receive a credit at Closing for the excess amounts collected. Buyer shall apply all such excess amounts to the extent of any Additional Rents due and owing charges owed by Buyer for such perioditems for the period after the Closing and, (ii) secondif required by the Leases, shall rebate or credit the tenants with any remainder. If it is determined that the amount collected during Seller's ownership period was less than the amounts actually paid by Seller for such items for the period prior to the applicable rental period Closing, then the collection and remitting of such amounts shall be governed by the provisions of subsection (iii) above regarding the post- closing application of rents. With respect to reimbursable expenses paid by Seller prior to Closing, but not billed to tenants prior to Closing, Seller will provide to Buyer all relevant information including supporting documentation and Seller's calculation of the amount to be billed to each tenant. On or before the date which is ninety (90) days following the end of the calendar year in which the Closing occurredoccurs, Buyer shall deliver to Seller a reconciliation of all expenses reimbursable by tenants under the extent of any Additional Rents due and owing for such periodLeases, and (iii) third, to the applicable rental period(s) preceding the period in which the Closing occurred, to the extent of any Additional Rents due and owing for such period, less, in the case of rents received by the Purchaser, a proportionate share of any reasonable attorneys' fees and costs and expenses expended by the Purchaser in connection with collection thereof. Notwithstanding the foregoing allocation, if and to the extent that any remittance amount of Additional Rents is accompanied received by express directions from a tenant that such Additional Rents are allocable to a specific rental periodSeller and Buyer relating thereto (the "Reconciliation"). Upon reasonable notice and during normal business hours, such Additional Rents each party shall be applied first make available to the rental period so specified, and other all information reasonably required to confirm the remainder shall be applied in accordance with the immediately preceding sentence. To the extent that such Additional Rents consist of percentage rents, such Additional Rents shall be allocated under this Section 3.3.2 based on the assumption that such Additional Rents are earned at a constant rate during the course of the period for which such Additional Rents are paid. The obligations of this Section 3.3.2 shall survive the ClosingReconciliation. In the event that the provisions of any Lease regarding calculation overpayment of Additional Rents call for a partial refunding by the tenants to Seller, Seller shall promptly, but in no event later than fifteen (15) days after receipt of the Reconciliation, pay to Buyer the amount of such overpayment and Buyer, as the landlord under the particular Leases, shall pay or credit to each applicable tenant the amount of such overpayment. In the event of an underpayment of Additional Rents for any period paid in advance by such tenantthe tenants to Seller, the Sellers Buyer shall pay a portion to Seller the amount of such refund or credit, net underpayment within fifteen (15) days following Buyer's receipt of offsets, ratably attributable to any such amounts from the portion of such Additional Rents received by the Sellers for such periodtenants.

Additional Rents. If any tenants are required Purchaser shall use commercially reasonable efforts to pay percentage rent, escalation charges for real estate taxes, parking charges, operating expenses and maintenance escalation rents or charges, cost-of-living increases or other charges of a similar nature ("Additional Rents") and collect any Additional Rents are received for the Property operating year (2024) in which Closing occurs, where such Additional Rents first become due after Closing, but shall have no obligation to collect any Additional Rents for periods relating to operating years which ended prior to Closing. Additional Rents that were collected before Closing but relate in part to a period after Closing shall be apportioned as of the Closing Date and Purchaser shall receive a credit against the Purchase Price for any such Additional Rents attributable to periods from a tenant and after Closing. Not later than three (3) months following the Closing Date, then the Purchaser Seller shall apply such Additional Rents (i) first, provide to the applicable rental period(s) following the period in which the Closing occurred, to the extent of any Additional Rents due and owing for such period, (ii) second, to the applicable rental period in which the Closing occurred, to the extent of any Additional Rents due and owing for such period, and (iii) third, to the applicable rental period(s) preceding the period in which the Closing occurred, to the extent of any Additional Rents due and owing for such period, less, in the case of rents received by the Purchaser, a proportionate share of any reasonable attorneys' fees and costs and expenses expended by the Purchaser in connection with collection thereof. Notwithstanding the foregoing allocation, if and to the extent that any remittance S▇▇▇▇▇’s proposed reconciliation of Additional Rents is accompanied by express directions from a tenant that such Additional Rents are allocable to a specific rental period, such Additional Rents shall be applied first for the Property for the calendar year 2024 prior to the rental period so specifiedClosing Date. As soon as is reasonably practical, but in no event later than May 31, 2025, Purchaser shall prepare for Seller’s review and approval a reconciliation of Additional Rent for the remainder calendar year 2024. Upon completion of an approved reconciliation of Additional Rent for the calendar year 2024, Purchaser shall be applied in accordance with invoice and diligently pursue collection from the immediately preceding sentenceTenant any outstanding Additional Rent and where appropriate, credit the Tenant any overpaid Additional Rent. To the extent that such Additional Rents consist of percentage rents, such Additional Rents shall be allocated under this Section 3.3.2 based on the assumption that such Additional Rents are earned at a constant rate during the course of the period for which such Additional Rents are paid. The obligations of this Section 3.3.2 shall survive the Closing. In the event that the provisions Promptly after receipt by Purchaser of any Lease regarding calculation of Additional Rents call for a partial refunding or credit of such Additional Rents for any period paid in advance by such tenantoutstanding amounts from the Tenant, the Sellers Purchaser shall pay a portion of such refund or credit, net of offsets, ratably attributable forward to Seller the portion of such amounts relating to the calendar year 2024 prior to the Closing Date. Within thirty (30) days after completion of an approved reconciliation of Additional Rents received by Rent for the Sellers for such periodcalendar year 2024, Seller shall pay to Purchaser the portion of any proper credit due the Tenant relating to the calendar year 2024 prior to the Closing Date. Purchaser and Seller shall each act reasonably with respect to the reconciliation of Additional Rent set forth above.

Additional Rents. (a) If any tenants Tenants are required to pay percentage rentrents, charges for operating expenses, escalation charges for real estate taxesincreases in operating expenses, parking chargesif any, operating expenses and maintenance escalation rents or chargesbusiness improvement district assessments, labor cost increases, cost-of-living increases increases, charges for electricity, water, cleaning or overtime services, work order charges, “sundry charges” or other charges of a similar nature ("collectively, “Additional Rents") ”), the same shall be adjusted on an if, as and when collected basis. With respect to any estimated Additional Rents paid or payable by Tenants for any period prior to the Closing which, pursuant to the applicable Lease, are to be recalculated after the Closing based upon actual expenses and other relevant factors, (i) Seller agrees, with respect to such adjustments which are in favor of any such Tenant, to pay to Owner Seller’s proportionate share of the amount of such adjustment (after which Owner shall pay directly to the Tenant in question), within fifteen (15) days after written demand and presentation to Seller of documentation in support of such adjustments, and (ii) Seller and Purchaser agree to cause Owner, with respect to such adjustments which are in favor of landlord, to pay to Seller its proportionate share of the amount of such adjustments which the Tenant pays to Owner, within fifteen (15) days after receipt thereof by Owner. Seller and Purchaser agree to cause Owner to, in accordance with Owner’s standard practice in the management and operation of the Real Property, ▇▇▇▇ Tenants such Additional Rents attributable to an accounting period that shall have expired prior to the Closing in the same manner that Owner bills tenants for Additional Rents in respect of an accounting period that shall expire after the Closing (including without limitation, the annual “true up” at the end of each calendar year). Notwithstanding anything contained herein to the contrary, (A) Seller shall have the right, at its sole cost and expense, to pursue in its own name, or in the name of Owner, after the Closing any tenants to collect delinquencies for periods prior to the Closing (including, without limitation, by the prosecution of an action or proceeding, provided that with respect to tenants who are, at the time in question, in occupancy of any portion of the Property, no such action or proceeding shall require the eviction of any such tenant without the Purchaser’s consent, and in which event all sums collected by Seller as a result of such litigation (after payment of all costs and expenses) shall be applied in full satisfaction of the subject delinquencies), and (B) with respect to Tenants who are, at the time in question, in occupancy of a portion of the Property, Seller and Purchaser agree to cause Owner to use commercially reasonable efforts to collect any such delinquent Additional Rent allocable to the period of Seller’s 100% ownership of Holdco provided that in no event shall such efforts require the eviction of any such tenant unless Purchaser shall agree thereto in writing, and in which event all sums collected by Seller as a result of such litigation (after payment of all costs and expenses) shall be applied in full satisfaction of the subject delinquencies). No action which results in the compromising of any claim against any Tenant with respect to base or fixed rents due under such Tenant’s Lease for the period prior to the Closing shall be made without Seller’s prior written approval, which approval shall not be unreasonably withheld, delayed or conditioned. (b) With respect to any Tenant which has paid all Additional Rents due and payable to the Closing Date, if, prior to the Closing, Owner or Owner’s managing agent shall have actually received and collected any installments or other amounts of Additional Rents from a tenant such Tenant attributable to Additional Rents for periods from and after the Closing Date, then the Purchaser Seller shall apply cause Owner to retain such amounts until Closing. (c) Any Additional Rents collected by Owner after the Closing from Tenants who owe Additional Rents for periods prior to the Closing (to the extent not applied against Fixed Rents due and payable by such Tenant in accordance with Section 4.2.5 above) shall be applied to Additional Rents then due and payable in the following order of priority: (i) first, to in payment of Additional Rents for the applicable rental period(s) following the accounting period in which the Closing occurredDate occurs, with such amounts being prorated between Seller, as the sole owner of Holdco for the period prior to Closing and Seller and Purchaser in accordance with their respective interests under the extent JV Agreement for the period after Closing, based upon the number of any Additional Rents due and owing for such perioddays during the accounting period in which the Closing occurs, (ii) second, to the applicable rental period in payment of Additional Rents for any accounting periods which commenced after the Closing occurredoccurs, but only to the extent payments of any Additional Rents due and owing for such period, accounting period are then currently due; and (iii) third, to the applicable rental period(s) in payment of Additional Rents for accounting periods preceding the accounting period in which the Closing occurredoccurs. Notwithstanding the foregoing, to the extent of (I) if any Additional Rents due are collected by Owner after the Closing Date which are expressly attributable in whole or in part to any period prior to the Closing, then Seller and owing for such period, less, in the case of rents received by the Purchaser, a Purchaser shall cause Owner to promptly pay to Seller its proportionate share of thereof, (II) if any reasonable attorneys' fees and costs and expenses expended by the Purchaser in connection with collection thereof. Notwithstanding the foregoing allocation, if and to the extent that any remittance of Additional Rents is accompanied by express directions from a tenant that such Additional Rents are allocable collected by Owner after the Closing Date which are expressly attributable in whole or in part to a specific rental periodany period prior to the Closing, such then Owner may retain its proportionate share thereof, and (III) any funds collected by Owner for Additional Rents as the result of an end of billing period “true up” that are in favor of landlord, shall be applied first divided between Seller, as the sole owner of Holdco for the period prior to the rental period so specified, Closing and the remainder shall be applied Seller and Purchaser in accordance with their respective interests under the immediately preceding sentence. To the extent that such Additional Rents consist of percentage rents, such Additional Rents shall be allocated under this Section 3.3.2 based on the assumption that such Additional Rents are earned at a constant rate during the course of JV Agreement for the period for after Closing. (d) Any rents or other amounts paid by Tenants pursuant to the Leases actually received and collected by Owner prior to Closing, but that correspond to real estate taxes, operating expenses or other charges which such Additional Rents are paid. The obligations of this Section 3.3.2 shall survive not due and payable until after the Closing. In the event that the provisions of any Lease regarding calculation of Additional Rents call for a partial refunding or credit of such Additional Rents for any period paid in advance by such tenant, the Sellers shall pay a portion of such refund or credit, net of offsets, ratably attributable to the portion of such Additional Rents received by the Sellers for such period.

Additional Rents. If any tenants are required to pay Any percentage rent, escalation charges for real estate taxes, parking charges, operating expenses and maintenance expenses, escalation rents or charges, cost-of-electricity charges, cost of living increases or any other charges of a similar nature other than fixed or base rent under the Leases (collectively, the "Additional Rents") shall be prorated as of the Closing Date between Buyer and any Additional Rents are received from a tenant after Transferors on or before the date which is ninety (90) days following the end of the calendar year in which the closing occurs based on the actual number of days of the year and month which shall have elapsed as of the Closing Date, then the Purchaser shall apply such Additional Rents (i) first, . Prior to the applicable rental period(s) following end of the period calendar year in which the Closing occurredclosing occurs, to the extent of any Transferors shall provide Buyer with information regarding Additional Rents due which were received by Transferors prior to closing and owing for such period, the amount of reimbursable expenses paid by Transferors prior to closing. On or before the date which is sixty (ii60) second, to days following the applicable rental period end of the calendar year in which the Closing occurredclosing occurs, Buyer shall deliver to Transferors a reconciliation of all expenses reimbursable by tenants under the extent of any Additional Rents due and owing for such periodLeases, and (iii) third, to the applicable rental period(s) preceding the period in which the Closing occurred, to the extent of any Additional Rents due and owing for such period, less, in the case of rents received by the Purchaser, a proportionate share of any reasonable attorneys' fees and costs and expenses expended by the Purchaser in connection with collection thereof. Notwithstanding the foregoing allocation, if and to the extent that any remittance amount of Additional Rents is accompanied received by express directions from a tenant that such Additional Rents are allocable to a specific rental periodTransferors and Buyer relating thereto (the "Reconciliation"). Upon reasonable notice and during normal business hours, such Additional Rents each party shall be applied first make available to the rental period so specified, and other all information reasonably required to confirm the remainder shall be applied in accordance with the immediately preceding sentence. To the extent that such Additional Rents consist of percentage rents, such Additional Rents shall be allocated under this Section 3.3.2 based on the assumption that such Additional Rents are earned at a constant rate during the course of the period for which such Additional Rents are paid. The obligations of this Section 3.3.2 shall survive the ClosingReconciliation. In the event that the provisions of any Lease regarding calculation overpayment of Additional Rents call for a partial refunding by the tenants to Transferors, Transferors shall promptly, but in no event later than fifteen (15) days after receipt of the Reconciliation, pay to Buyer the amount of such overpayment and Buyer, as the landlord under the particular Leases, shall pay or credit to each applicable tenant the amount of such overpayment. In the event of an underpayment of Additional Rents for any period paid in advance by such tenantthe tenants to Transferors, the Sellers Buyer shall pay a portion to Transferors the amount of such refund or credit, net underpayment within fifteen (15) days following Buyer's receipt of offsets, ratably attributable to any such amounts from the portion of such Additional Rents received by the Sellers for such periodtenants.

Additional Rents. (i) If any tenants Tenants are required to pay percentage rentrents, escalation charges for increases in real estate taxestaxes or operating expenses, parking charges, operating expenses and maintenance escalation rents or chargeslabor cost increases, cost-of-living increases increases, charges for electricity, water, cleaning or overtime services, “sundry charges,” or other charges of a similar nature ("collectively, “Additional Rents"”), the same shall be adjusted on an if, as and when collected basis. Subject to subsection (ii) and below, if any Additional Rents are received from collected by the Buyer or the Companies after the Closing Date which are attributable in whole or in part to any period prior to the Closing, then the Buyer shall promptly pay to the Sellers their proportionate share thereof. With respect to any estimated Additional Rents paid or payable by Tenants for any period prior to the Closing which, pursuant to the applicable Lease, are to be recalculated after the Closing based upon actual expenses and other relevant factors, (1) the Sellers shall, with respect to such adjustments which are in favor of any such Tenant, pay to the Buyer the amount of such adjustment (after which the Buyer shall pay directly to the Tenant in question), within fifteen (15) days after written demand and presentation to the Sellers of documentation in support of such adjustments, and (2) the Buyer shall, with respect to such adjustments which are in favor of landlord, pay to the Sellers the amount of such adjustments which the Tenant pays to the Buyer or the Companies, within fifteen (15) days after receipt thereof by the Buyer. The Buyer shall cause the Companies, in accordance with prudent first class management and operation of the Real Property, for a tenant period of one (1) year following the Closing Date, ▇▇▇▇ Tenants such Additional Rents attributable to an accounting period that shall have expired prior to the Closing in the same manner that the Buyer causes the Companies to ▇▇▇▇ Tenants for Additional Rents in respect of an accounting period that shall expire after the Closing (including without limitation, the annual “true up” at the end of each calendar year). Notwithstanding anything to the contrary contained herein, with respect to Tenants who are not, at the time in question, in occupancy of any portion of the Real Property, the Sellers shall have the right to pursue such Tenants to collect delinquencies for periods prior to the Closing (including, without limitation, by the prosecution of an action or proceeding) and (B) with respect to Tenants who are, at the time in question, in occupancy of a portion of the Real Property, the Buyer shall use commercially reasonable efforts to collect any such delinquent Additional Rents allocable to the period of the Sellers’ ownership of the Companies. The Sellers shall furnish to the Buyer accurate information (based on the Sellers’ and the Companies’ records) relating to the period prior to the Closing that is reasonably necessary for the billing of delinquent Additional Rents for Tenants, who are, at the time in question, in occupancy of a portion of the Real Property. Until the date which is twelve (12) months after the Closing Date, then the Purchaser Buyer shall apply such cause the Companies to ▇▇▇▇ Tenants for Additional Rents for accounting periods prior to the Closing in accordance with and on the basis of such information furnished by the Sellers. Subsequent to the Closing, the Sellers shall have the right no more than once each quarter during such period, on reasonable advance notice to the Buyer, during ordinary business hours, to review the Companies’ books and records relating to delinquent Additional Rents for periods prior to the Closing, to the extent reasonably necessary to ascertain the status of the Buyer’s and the Companies’ billing and collection of such delinquent Additional Rents. Buyer will not take any action that could reasonably be expected to result in the compromise of any claim against any Tenant with respect to Fixed Rents due under such Tenant’s Lease for the period prior to the Closing. (iii) (A) Any Additional Rents collected by the Buyer or the Companies after the Closing from Tenants who owe Additional Rents for periods prior to the Closing (to the extent not applied against Fixed Rents due and payable by such Tenant in accordance with Section 2.4(e) above) shall be applied to Additional Rents due and payable in the following order of priority: (B) first, to the applicable rental period(s) following payment of Additional Rents for the period month in which the Closing occurredDate occurs, to with such amounts being prorated between the extent Buyer and Seller based upon the number of any Additional Rents due and owing for such period, (ii) second, to days each owned the applicable rental period Companies during the month in which the Closing occurredoccurs; (C) second, to the extent in payment of any Additional Rents due and owing for such period, and (iii) third, to the applicable rental period(s) month immediately preceding the period month in which the Closing occurred, to the extent of any Additional Rents due and owing for such period, lessoccurs; (D) third, in the case payment of rents received by the Purchaser, a proportionate share of any reasonable attorneys' fees and costs and expenses expended by the Purchaser in connection with collection thereof. Notwithstanding the foregoing allocation, if and to the extent that any remittance of Additional Rents is accompanied by express directions from a tenant that such Additional Rents are allocable to a specific rental period, such Additional Rents shall be applied first to the rental period so specified, and the remainder shall be applied in accordance with the immediately preceding sentence. To the extent that such Additional Rents consist of percentage rents, such Additional Rents shall be allocated under this Section 3.3.2 based on the assumption that such Additional Rents are earned at a constant rate during the course of the period for which such Additional Rents are paid. The obligations of this Section 3.3.2 shall survive the Closing. In the event that the provisions of any Lease regarding calculation of Additional Rents call for a partial refunding or credit of such Additional Rents for any period paid months which commenced after the Closing occurs, but only to the extent payments of Additional Rents for such month are then currently due; and (E) fourth, in advance payment of Additional Rents for months preceding the month immediately prior to the month in which the Closing occurs, provided, if a Tenant on its own designates that a payment by such tenantTenant shall be applied to a specific outstanding Additional Rent obligation of such Tenant (without a request from the Companies or Buyer to make such designation), then such payment shall be applied to such obligation. Notwithstanding the foregoing, any funds collected by the Buyer or the Companies for Additional Rents as the result of an end of calendar year “true up” that are in favor of landlord shall be divided between the Sellers shall pay a portion and the Buyer based upon the number of such refund or credit, net of offsets, ratably attributable to months each owned the portion of such Additional Rents received by the Sellers Companies for such periodcalendar year.