Common use of Leasing Commissions Clause in Contracts

Leasing Commissions. In exchange for leasing services to be provided by Manager pursuant to the terms of this Agreement, the applicable Property Owner shall pay to Manager: (i) six percent (6%) of base rent for the first one hundred twenty (120) months of the initial term for new Leases procured for such Property Owner's Property by Manager and expansions of existing leases at such Property, and (ii) three percent (3%) of base rent for the first one hundred twenty (120) months of the renewal term for extensions and renewals of existing leases at such Property (the "Leasing Commission"). If, however, the foregoing leasing commission structure is not the structure that is commonly utilized in a particular market area where the applicable Property is located, then the applicable Property Owner and Manager may utilize an alternative leasing commission structure that is commonly utilized in the market area, such as the payment of a certain dollar amount per square foot for a certain period of the lease term; provided, that the same is agreed to in writing in advance by both Manager and the applicable Property Owner (which agreement shall require the approval of MN Retail); provided, further, that if Manager and the applicable Property Owner are unable to so agree, then the foregoing schedule shall be used to determine the Leasing Commission due to Manager. Notwithstanding the foregoing, or anything to the contrary herein, (a) Manager shall be responsible for paying the fee of any broker from the commission due to Manager pursuant to the foregoing (i.e. the leasing commission earned by Manager will be reduced by any amounts owed to any broker) and (b) in no event will Manager be entitled to any Leasing Commission for any new leases, lease expansions or lease renewals entered into by a Property Owner following the expiration of the Term, whether or not Manager would customarily be deemed to be the procuring cause of such new lease, lease expansion or lease renewal, unless within thirty (30) days after the expiration of the Term or the termination of the Agreement, Manager delivers to Property Owner a written list of those tenants or potentials tenants with whom Manager engaged in substantive leasing negotiations or from whom Manager received a written lease proposal, prior to such expiration or termination. If any such identified tenant or potential tenant enters into a new lease, lease expansion or lease renewal within seventy-five (75) days after the date of expiration or termination of the Term, so long as the Agreement was not terminated by Property Owners pursuant to Section 3(c)(i) of the Agreement, Manager shall be entitled to a leasing commission with respect thereto equal in amount to the commission Manager would have received had such new lease, expansion or renewal been entered into prior to such expiration or termination.

Leasing Commissions. Asset Manager or a duly licensed affiliate thereof shall also be the leasing agent for the Property and Asset Manager shall receive compensation for those services as follows: (a) In exchange the event a Space Lease is executed by the parties thereto, and whether or not the lease is procured by Asset Manager or Owner, Owner shall pay, and Asset Manager shall accept, as full compensation for leasing all Asset Manager’s services in connection with such Space Lease a commission computed in accord with the schedule set forth in Exhibit A hereto (a “Full Commission”). The commission shall be paid to be provided by Asset Manager pursuant one hundred (100%) percent on the first day of the first calendar month following a fully executed Space Lease. Notwithstanding anything to the contrary contained herein, Owner shall have the right, in its sole discretion, to reject or accept any Space Lease for any reason or for no reason whatsoever. Unless and until Owner and the tenant execute and exchange a Space Lease, no commission shall be earned hereunder. (b) If a Space Lease or any other transaction contemplated by the terms and conditions of this AgreementAgreement is effected whereby a third-party leasing broker (an “Outside Broker”) is the procuring cause, the applicable Property then Owner shall pay Asset Manager as a commission not to Manager: exceed one hundred thirty-seven and one-half (i) six percent (6137.5%) percent of base rent for a Full Commission computed at the first one hundred twenty (120) months of rates and on the initial term for new Leases procured for such Property Owner's Property by terms in Exhibit A, which amount shall be the maximum commission and other compensation due to Asset Manager and expansions of existing leases at such Property, Outside Broker in connection with such Space Lease. Asset Manager shall be fully responsible for negotiating the commission or other compensation due to such Outside Broker and (ii) three percent (3%) of base rent for the first one hundred twenty (120) months of the renewal term for extensions and renewals of existing leases at such Property (the "Leasing Commission"). If, however, the foregoing leasing commission structure is not the structure that is commonly utilized in a particular market area where the applicable Property is located, then the applicable Property Owner and Manager may utilize an alternative leasing commission structure that is commonly utilized in the market area, such as the payment of a certain dollar any amount per square foot for a certain period of the lease term; provided, that the same is agreed to in writing in advance by both Manager and the applicable Property Owner (which agreement shall require the approval of MN Retail); provided, further, that if Manager and the applicable Property Owner are unable to so agree, then the foregoing schedule shall be used to determine the Leasing Commission due to Managersuch Outside Broker. Notwithstanding the foregoing, or anything to the contrary herein, (a) Manager shall be responsible for paying the fee of any broker from the commission due to Manager pursuant to the foregoing (i.e. the leasing commission earned by Manager will be reduced by any amounts owed to any broker) and (b) in no event will shall Asset Manager be entitled liable for the failure to obtain such Outside Broker’s agreement to accept, as its compensation, one (1) Full Commission computed and payable in accordance with the applicable provisions of Exhibit A; provided, however, that Asset Manager shall give Owner prompt notice of such circumstance and shall discontinue all negotiations with such Outside Broker in connection with the subject transaction unless Asset Manager is directed otherwise by Owner. Asset Manager shall indemnify and hold Owner harmless with respect to any Leasing Commission claims for compensation by any new leasesOutside Broker alleging to have dealt with or through Asset Manager and all loss, lease expansions damage, cost or lease renewals expense (including reasonable attorney’s fees and disbursements) sustained or incurred by Owner in connection with any such claim or any commission agreement entered into by a Property Owner following between Asset Manager and Outside Broker; provided, however that the expiration amount of such indemnity shall be limited to the amount of the Termcommission paid with respect to the transaction giving rise to the claim. Owner agrees not to settle any claim without Asset Manager’s prior written approval and in the event Asset Manager unreasonably denies such approval, whether or then notwithstanding the preceding sentence, the amount of Asset Manager’s indemnity shall be unlimited. The commission payable under this paragraph shall be paid upon the full execution of a Space Lease. (c) To induce Owner to enter into this Agreement and to provide an incentive to Asset Manager’s brokers and other leasing representatives and salespersons (together, “Asset Manager’s Representatives”) to lease space in the Property, Asset Manager agrees that notwithstanding any then extant policy respecting the sharing of commissions with Asset Manager’s Representatives, not less than fifty (50%) percent of any commission payable to Asset Manager would customarily be deemed in connection with a Space Lease with respect to be which an Asset Manager’s Representative was the procuring broker or cause of shall be paid to such new lease, lease expansion or lease renewal, unless within Asset Manager’s Representative. (d) Within thirty (30) days after the expiration of the Term Term, Asset Manager shall deliver to Owner a complete list of any pending, proposed and incomplete transactions in connection with the leasing or the termination any other disposition of all or part of the Agreement, Manager delivers to Property Owner a written list of those tenants or potentials tenants with whom Manager engaged in substantive leasing negotiations or from whom Manager received a written lease proposal, for which prior to such the expiration of the Term (a) a TAB has been approved by Owner’s Supervisor in writing or termination. If any such identified (b) Asset Manager has exchanged written offers with a proposed tenant or potential tenant enters into a new leaseits broker copied to the Owner’s Supervisor (the “Pending List”). The Pending List shall include the foregoing TAB and written offers and shall contain sufficient information to identify the property, lease expansion or lease renewal prospective tenant, and transaction. Owner shall recognize Asset Manager as the broker in connection with any transaction on the Pending List which is closed within seventy-five (75) 180 days after the date of expiration or termination of the Term, so long as and shall pay to Asset Manager a commission in accordance with the Agreement was terms set forth in this Section 6.2, whether or not terminated by Property Owners pursuant to Section 3(c)(i) the Asset Manager renders any service following such expiration of the AgreementTerm and whether or not the Asset Manager is the procuring cause of the Space Lease or other transaction. It is agreed that except with respect to a transaction properly set forth on the Pending List that is closed within such 180-day period or for which Asset Manager is the procuring cause, Asset Manager shall not be entitled to any compensation for any Space Lease or other disposition of all or part of the Property that is consummated after the expiration of the Term. If at the expiration of such 180 day period, the transactional documents for a transaction otherwise qualifying Asset Manager for a commission pursuant to this Section 6.2 are out for signature, this Agreement shall govern such transaction if, as and when consummated. (e) In the event the Owner’s interest in the Property is sold, contributed or otherwise transferred, or this Agreement is terminated, Owner shall immediately pay to Asset Manager the balance of all leasing commission commissions due hereunder notwithstanding any right of Owner to delay payments in accordance with the payment schedule, if any, set forth herein. If any commissions due hereunder are payable in installments, then as to installments that are not yet due, if the acquiring party is reasonably acceptable to Asset Manager, and Owner delivers to Asset Manager at the closing of such sale a written agreement by the party acquiring such interest assuming Owner’s obligations hereunder, Owner shall be relieved of liability with respect thereto equal in amount to the commission Manager would have received had such new lease, expansion or renewal been entered into prior to such expiration or terminationinstallments. Owner shall obtain the agreement of such acquiring party to assume the obligation pay any commissions that may thereafter become earned hereunder, such as upon the terms hereof.

Leasing Commissions. In exchange for leasing services to be provided by Manager pursuant to the terms of this AgreementTo Seller’s knowledge, the applicable Property Owner shall pay to Manager: (i) six percent there are no lease brokerage agreements, leasing commission agreements or other agreements providing for payments of any amounts for leasing activities or procuring tenants with respect to the Property or any portion or portions thereof other than as disclosed in EXHIBIT “C” attached hereto (6%) of base rent for the first one hundred twenty (120) months of the initial term for new Leases procured for such Property Owner's Property by Manager and expansions of existing leases at such Property“Commission Agreements”), and (ii) three percent (3%) of base rent for there are no agreements currently in effect relating to the first one hundred twenty (120) months management and leasing of the renewal term for extensions and renewals of existing leases at such Property other than as disclosed on said EXHIBIT “C” (the "Leasing Commission"“Management Agreement”). If; and that all leasing commissions, howeverbrokerage fees and management fees accrued or due and payable under the Commission Agreements and the Management Agreement, the foregoing leasing commission structure is not the structure that is commonly utilized in a particular market area where the applicable Property is located, then the applicable Property Owner and Manager may utilize an alternative leasing commission structure that is commonly utilized in the market area, such as the payment of a certain dollar amount per square foot for a certain period of the lease term; provided, that date hereof and at the same is agreed to in writing in advance by both Manager and the applicable Property Owner (which agreement shall require the approval of MN Retail); provided, further, that if Manager and the applicable Property Owner are unable to so agree, then the foregoing schedule Closing have been or shall be used paid in full; and that Seller shall deliver termination notices with regard to determine the Leasing Commission due Management Agreement at Closing (unless Purchaser elects to Managerassume such Management Agreement) at no cost to Purchaser. Notwithstanding the foregoing, or anything to the contrary contained herein, (a) Manager Purchaser shall be responsible for paying the fee payment of all leasing commissions payable for (A) any new leases entered into after the Effective Date that have been approved (or deemed approved) by Purchaser, and (B) the renewal, expansion or extension of any broker from Leases existing as of the commission due to Manager pursuant Effective Date and exercised or effected after the Effective Date, and Purchaser shall pay to the foregoing (i.e. manager under the Management Agreement leasing commission earned by Manager will be reduced by any amounts owed commissions with respect to any broker) and (b) in no event will Manager be entitled to any Leasing Commission for any new leases, lease expansions or lease renewals leases entered into (or expansions, renewals or extensions effected) by a Property Owner following the expiration of the Term, whether or not Manager would customarily be deemed to be the procuring cause of such new lease, lease expansion or lease renewal, unless Purchaser within thirty (30) days after the expiration of Closing Date with the Term or the termination of the Agreement, Manager delivers to Property Owner a written list of those tenants or potentials prospective tenants with whom Manager engaged listed in substantive leasing negotiations or from whom Manager received a written lease proposal, prior to such expiration or termination. If any such identified tenant or potential tenant enters into a new lease, lease expansion or lease renewal within seventy-five (75) days after the date item IV of expiration or termination of the Term, so long as the Agreement was not terminated EXHIBIT “C” hereto and approved by Property Owners pursuant to Section 3(c)(i) of the Agreement, Manager shall be entitled to a leasing commission with respect thereto equal in amount to the commission Manager would have received had such new lease, expansion or renewal been entered into prior to such expiration or terminationPurchaser.

Leasing Commissions. In exchange Seller and Purchaser shall each be responsible for the payment of those leasing services commissions relating to be provided by Manager pursuant Existing Leases allocable to the terms of each such party as set forth on SCHEDULE 6.4 attached to this Agreement, as the applicable Property Owner same become due and payable, it being the intention that (A) Seller shall pay be responsible for the payment of all leasing commissions, referral fees and legal fees relating to Manager: Existing Leases other than commissions or fees due or payable as a result of (i) six percent the exercise of any renewal option or other option or right or failure to exercise any right under any Existing Lease which is exercised or not exercised after the Closing Date (6%including, without limitation, any such commissions or fees which become due and payable as the result of any extension of month to month tenancies occurring subsequent to the Closing Date or failure by a tenant to exercise a termination option subsequent to the Closing Date), or (ii) any renewal, expansion or other modification of base rent an Existing Lease entered into after the Closing Date or otherwise agreed to by Purchaser after the Closing Date and (B) Purchaser shall be responsible for the first one hundred twenty payment of (120i) months all leasing commissions and referral fees due or payable as a result of the initial term for new Leases procured for exercise of any renewal option or other option or right, or failure to exercise any right, under any Existing Lease after the Closing Date (including, without limitation, any such Property Owner's Property commission or fees which become due and payable as the result of any extension of month to month tenancies occurring subsequent to the Closing Date or failure by Manager and expansions of existing leases at such Property, a tenant to exercise a termination option subsequent to the Closing Date) and (ii) three percent (3%) of base rent for the first one hundred twenty (120) months of the renewal term for extensions and renewals of existing leases at such Property (the "Leasing Commission"). If, however, the foregoing leasing commission structure is not the structure that is commonly utilized in a particular market area where the applicable Property is located, then the applicable Property Owner and Manager may utilize an alternative leasing commission structure that is commonly utilized in the market area, such as the payment of a certain dollar amount per square foot for a certain period of the lease term; provided, that the same is agreed to in writing in advance by both Manager and the applicable Property Owner (which agreement shall require the approval of MN Retail); provided, further, that if Manager and the applicable Property Owner are unable to so agree, then the foregoing schedule shall be used to determine the Leasing Commission due to Manager. Notwithstanding the foregoing, or anything to the contrary herein, (a) Manager shall be responsible for paying the fee result of any broker from the commission due to Manager pursuant to the foregoing (i.e. the leasing commission earned by Manager will be reduced by any amounts owed to any broker) and (b) in no event will Manager be entitled to any Leasing Commission for any new leases, lease expansions or lease renewals entered into by a Property Owner following the expiration of the Term, whether or not Manager would customarily be deemed to be the procuring cause of such new lease, lease expansion or lease renewal, unless within thirty (30) days after the expiration of the Term or the termination of the Agreement, Manager delivers to Property Owner a written list of those tenants or potentials tenants with whom Manager engaged in substantive leasing negotiations or from whom Manager received a written lease proposal, prior to such expiration or termination. If any such identified tenant or potential tenant enters into a new lease, lease expansion or lease renewal within seventy-five (75) days after the date of expiration or termination of the Term, so long as the Agreement was not terminated by Property Owners pursuant to Section 3(c)(i) of the Agreement, Manager shall be entitled to a leasing commission with respect thereto equal in amount to the commission Manager would have received had such new lease, expansion or renewal been modification of any Existing Lease entered into prior after the Closing Date or otherwise agreed to by Purchaser after the Closing Date. Purchaser shall reimburse Seller as an adjustment item to the extent Seller has paid any leasing commissions or referral fees which are the responsibility of Purchaser under the preceding sentence. Seller agrees to terminate at Closing the brokerage agreement listed as Items 2 and 4 on Schedule 10.1(m) insofar as the same pertain to the Property in accordance with the provisions of Section 2.1(C) of such expiration or terminationbrokerage agreements.

Leasing Commissions. In exchange for leasing services to be provided by Manager pursuant to the terms of this AgreementTo Seller’s knowledge, the applicable Property Owner shall pay to Manager: (i) six percent there are no lease brokerage agreements, leasing commission agreements or other agreements providing for payments of any amounts for leasing activities or procuring tenants with respect to the Property or any portion or portions thereof other than as disclosed in EXHIBIT “C” attached hereto (6%) of base rent for the first one hundred twenty (120) months of the initial term for new Leases procured for such Property Owner's Property by Manager and expansions of existing leases at such Property“Commission Agreements”), and (ii) three percent (3%) of base rent for there are no agreements currently in effect relating to the first one hundred twenty (120) months management and leasing of the renewal term for extensions and renewals of existing leases at such Property other than as disclosed on said EXHIBIT “C” (the "Leasing Commission"“Management Agreement”). If; and that all leasing commissions, howeverbrokerage fees and management fees accrued or due and payable under the Commission Agreements and the Management Agreement, the foregoing leasing commission structure is not the structure that is commonly utilized in a particular market area where the applicable Property is located, then the applicable Property Owner and Manager may utilize an alternative leasing commission structure that is commonly utilized in the market area, such as the payment of a certain dollar amount per square foot for a certain period of the lease term; provided, that date hereof and at the same is agreed to in writing in advance by both Manager and the applicable Property Owner (which agreement shall require the approval of MN Retail); provided, further, that if Manager and the applicable Property Owner are unable to so agree, then the foregoing schedule Closing have been or shall be used paid in full; and that Seller shall terminate the Management Agreement as to determine the Leasing Commission due Property at Closing at no cost to ManagerPurchaser. Notwithstanding the foregoing, or anything to the contrary contained herein, (a) Manager Purchaser shall be responsible for paying the fee payment of all leasing commissions payable for (A) any new leases entered into after the Effective Date that have been approved by Purchaser, and (B) the renewal, expansion or extension of any broker from Leases existing as of the commission due to Manager pursuant Effective Date and exercised or effected after the Effective Date; and Purchaser shall pay to the foregoing (i.e. manager under the Management Agreement leasing commission earned by Manager will be reduced by any amounts owed commissions with respect to any broker) and (b) in no event will Manager be entitled to any Leasing Commission for any new leases, lease expansions or lease renewals leases entered into (or expansions, renewals or extensions effected) by a Property Owner following the expiration of the Term, whether or not Manager would customarily be deemed to be the procuring cause of such new lease, lease expansion or lease renewal, unless Purchaser within thirty ninety (3090) days after the expiration of Closing Date with the Term or the termination of the Agreement, Manager delivers to Property Owner a written list of those tenants or potentials prospective tenants with whom Manager engaged listed in substantive leasing negotiations or from whom Manager received a written lease proposal, prior to such expiration or termination. If any such identified tenant or potential tenant enters into a new lease, lease expansion or lease renewal within seventy-five (75) days after the date item IV of expiration or termination of the Term, so long as the Agreement was not terminated EXHIBIT “C” hereto and approved by Property Owners pursuant to Section 3(c)(i) of the Agreement, Manager shall be entitled to a leasing commission with respect thereto equal in amount to the commission Manager would have received had such new lease, expansion or renewal been entered into prior to such expiration or terminationPurchaser.

Leasing Commissions. In exchange for leasing services to be provided by Manager pursuant to the terms of this AgreementTo Seller's knowledge, the applicable Property Owner shall pay to Manager: (i) six percent there are no ------------------- lease brokerage agreements, leasing commission agreements or other agreements providing for payments of any amounts for leasing activities or procuring tenants with respect to the Property or any portion or portions thereof other than as disclosed in EXHIBIT "C" attached hereto (6%) of base rent for the first one hundred twenty (120) months of the initial term for new Leases procured for such Property Owner's Property by Manager and expansions of existing leases at such Property"Commission Agreements"), --------------------- and (ii) three percent (3%) of base rent for there are no agreements currently in effect relating to the first one hundred twenty (120) months management and leasing of the renewal term for extensions and renewals of existing leases at such Property other than as disclosed on said EXHIBIT "C" (the "Leasing CommissionManagement Agreement"). If; and that all leasing commissions, howeverbrokerage fees and -------------------- management fees accrued or due and payable under the Commission Agreements and the Management Agreement, the foregoing leasing commission structure is not the structure that is commonly utilized in a particular market area where the applicable Property is located, then the applicable Property Owner and Manager may utilize an alternative leasing commission structure that is commonly utilized in the market area, such as the payment of a certain dollar amount per square foot for a certain period of the lease term; provided, that date hereof and at the same is agreed to in writing in advance by both Manager and the applicable Property Owner (which agreement shall require the approval of MN Retail); provided, further, that if Manager and the applicable Property Owner are unable to so agree, then the foregoing schedule Closing have been or shall be used paid in full; and Seller shall terminate the Management Agreement as to determine the Leasing Commission due Property at Closing at no cost to ManagerPurchaser. Notwithstanding the foregoing, or anything to the contrary contained herein, (a) Manager Purchaser shall be responsible for paying the fee payment of all leasing commissions payable for (A) any broker from new leases entered into after the commission due to Manager pursuant to the foregoing Effective Date that have been approved (i.e. the leasing commission earned or deemed approved) by Manager will be reduced by any amounts owed to any broker) Purchaser, and (bB) in no event will Manager be entitled to any Leasing Commission for any new leases, lease expansions or lease renewals entered into by a Property Owner following the expiration of the Term, whether or not Manager would customarily be deemed to be the procuring cause of such new lease, lease expansion or lease renewal, unless within thirty (30) days after the expiration of the Term or the termination of the Agreement, Manager delivers to Property Owner a written list of those tenants or potentials tenants with whom Manager engaged in substantive leasing negotiations or from whom Manager received a written lease proposal, prior to such expiration or termination. If any such identified tenant or potential tenant enters into a new lease, lease expansion or lease renewal within seventy-five (75) days after the date of expiration or termination of the Term, so long as the Agreement was not terminated by Property Owners pursuant to Section 3(c)(i) of the Agreement, Manager shall be entitled to a leasing commission with respect thereto equal in amount to the commission Manager would have received had such new lease, expansion or renewal been extension of any Leases existing as of the Effective Date and exercised or effected after the Effective Date; and Purchaser shall pay to the manager under the Management Agreement leasing commissions with respect to leases entered into prior to such expiration (or terminationexpansions, renewals or extensions effected) by Purchaser within three (3) months after the Closing Date with the tenants or prospective tenants listed in item IV of EXHIBIT "C" hereto and approved by Purchaser.

Leasing Commissions. In exchange Seller shall be responsible for the payment of all leasing services commissions and referral fees relating to be provided by Manager pursuant Leases entered into prior to the terms execution hereof (and any Lease expansions for which the expansion space was added to the leased premises prior to the date of this Agreement, the applicable Property Owner shall pay and any lease renewals with respect to Manager: (i) six percent (6%) of base rent for the first one hundred twenty (120) months of the initial term for new Leases procured for such Property Owner's Property by Manager and expansions of existing leases at such Property, and (ii) three percent (3%) of base rent for the first one hundred twenty (120) months of the renewal term for extensions and renewals of existing leases at such Property (the "Leasing Commission"expiring prior to Closing). If, however, the foregoing Any leasing commission structure is not the structure that is commonly utilized in commissions and referral fees as a particular market area where the applicable Property is located, then the applicable Property Owner and Manager may utilize an alternative leasing commission structure that is commonly utilized in the market area, such as the payment of a certain dollar amount per square foot for a certain period of the lease term; provided, that the same is agreed to in writing in advance by both Manager and the applicable Property Owner (which agreement shall require the approval of MN Retail); provided, further, that if Manager and the applicable Property Owner are unable to so agree, then the foregoing schedule shall be used to determine the Leasing Commission due to Manager. Notwithstanding the foregoing, or anything to the contrary herein, (a) Manager shall be responsible for paying the fee result of any broker from the commission due to Manager pursuant to the foregoing (i.e. the leasing commission earned by Manager will be reduced by any amounts owed to any broker) and (b) in no event will Manager be entitled to any Leasing Commission for any new leases, lease expansions Leases executed on or lease renewals entered into by a Property Owner following the expiration of the Term, whether or not Manager would customarily be deemed to be the procuring cause of such new lease, lease expansion or lease renewal, unless within thirty (30) days after the expiration of the Term or the termination of the Agreement, Manager delivers to Property Owner a written list of those tenants or potentials tenants with whom Manager engaged in substantive leasing negotiations or from whom Manager received a written lease proposal, prior to such expiration or termination. If any such identified tenant or potential tenant enters into a new lease, lease expansion or lease renewal within seventy-five (75) days after the date of expiration this Agreement (and any Lease expansion for which the expansion space was added to the leased premises on or termination after the date of the Term, so long as the Agreement was not terminated by Property Owners pursuant to Section 3(c)(i) of the this Agreement, Manager and any lease renewals with respect to leases expiring on or after Closing) shall be entitled prorated based on prorating such commissions and fees over the period that such tenant is obligated to a leasing commission pay rent (after any deferred or free rent periods), with the Seller bearing amounts for rent periods prior to Closing and Purchaser bearing amounts attributable to the Closing and thereafter. Likewise, any legal fees incurred by Seller in negotiating and evidencing any Leases executed on or after the date of this Agreement (and any Lease expansion for which the expansion space was added to the leased premises on or after the date of this Agreement, and any lease renewals with respect thereto equal in amount to leases expiring on or after the date of this Agreement) shall be likewise prorated based on the same method. Purchaser shall reimburse Seller at the Closing to the commission Manager would have received had extent Seller has paid any such new leaseleasing commissions, expansion referral fees or renewal been entered into prior legal fees which are the responsibility of Purchaser. Each party agrees to such expiration or terminationindemnify, defend and hold the other harmless from and against any and all liability for leasing commissions, referral fees and other costs and expenses owed by that party under this Section.

Leasing Commissions. In exchange for leasing services to be provided by Manager pursuant to the terms of this Agreement, the applicable Property Owner shall pay to Manager: (i) six percent (6%) of base rent for the first one hundred twenty (120) months of the initial term for new Leases procured for such Property Owner's ’s Property by Manager and expansions of existing leases at such Property, and (ii) three percent (3%) of base rent for the first one hundred twenty (120) months of the renewal term for extensions and renewals of existing leases at such Property (the "“Leasing Commission"”). If, however, the foregoing leasing commission structure is not the structure that is commonly utilized in a particular market area where the applicable Property is located, then the applicable Property Owner and Manager may utilize an alternative leasing commission structure that is commonly utilized in the market area, such as the payment of a certain dollar amount per square foot for a certain period of the lease term; provided, that the same is agreed to in writing in advance by both Manager and the applicable Property Owner (which agreement shall require the approval of MN RetailGAP); provided, further, that if Manager and the applicable Property Owner are unable to so agree, then the foregoing schedule shall be used to determine the Leasing Commission due to Manager. Notwithstanding the foregoing, or anything to the contrary herein, (a) Manager shall be responsible for paying the fee of any cooperating broker from the commission due to Manager pursuant to the foregoing (i.e. the leasing commission earned by Manager will be reduced by any amounts owed to any cooperating broker) and (b) in no event will Manager be entitled to any Leasing Commission for any new leases, lease expansions or lease renewals entered into by a Property Owner following the expiration of the Term, whether or not Manager would customarily be deemed to be the procuring cause of such new lease, lease expansion or lease renewal, unless within thirty (30) days after the expiration of the Term or the termination of the Agreement, Manager delivers to Property Owner a written list of those tenants or potentials tenants with whom Manager engaged in substantive leasing negotiations or from whom Manager received a written lease proposal, prior to such expiration or termination. If any such identified tenant or potential tenant enters into a new lease, lease expansion or lease renewal within seventy-five (75) days after the date of expiration or termination of the Term, so long as the Agreement was not terminated by Property Owners pursuant to Section 3(c)(i) of the Agreement, Manager shall be entitled to a leasing commission with respect thereto equal in amount to the commission Manager would have received had such new lease, expansion or renewal been entered into prior to such expiration or termination.

Leasing Commissions. Asset Manager or a duly licensed affiliate thereof shall also be the leasing agent for the Property and Asset Manager shall receive compensation for those services as follows: (a) In exchange the event a Space Lease is executed by the parties thereto, and whether or not the lease is procured by Asset Manager or Owner, Owner shall pay, and Asset Manager shall accept, as full compensation for leasing all Asset Manager’s services in connection with such Space Lease a commission computed in accord with the schedule set forth in Exhibit A hereto (a “Full Commission”). The commission shall be paid to be provided by Asset Manager pursuant one hundred (100%) percent on the first day of the first calendar month following a fully executed Space Lease. Notwithstanding anything to the contrary contained herein, Owner shall have the right, in its sole discretion, to reject or accept any Space Lease for any reason or for no reason whatsoever. Unless and until Owner and the tenant execute and exchange a Space Lease, no commission shall be earned hereunder. (b) If a Space Lease or any other transaction contemplated by the terms and conditions of this AgreementAgreement is effected whereby a third-party leasing broker (an “Outside Broker”) is the procuring cause, the applicable Property then Owner shall pay Asset Manager as a commission not to Manager: exceed one hundred thirty-seven and one-half (i) six percent (6137.5%) percent of base rent for a Full Commission computed at the first one hundred twenty (120) months of rates and on the initial term for new Leases procured for such Property Owner's Property by terms in Exhibit A, which amount shall be the maximum commission and other compensation due to Asset Manager and expansions of existing leases at such Property, Outside Broker in connection with such Space Lease. Asset Manager shall be fully responsible for negotiating the commission or other compensation due to such Outside Broker and (ii) three percent (3%) of base rent for the first one hundred twenty (120) months of the renewal term for extensions and renewals of existing leases at such Property (the "Leasing Commission"). If, however, the foregoing leasing commission structure is not the structure that is commonly utilized in a particular market area where the applicable Property is located, then the applicable Property Owner and Manager may utilize an alternative leasing commission structure that is commonly utilized in the market area, such as the payment of a certain dollar any amount per square foot for a certain period of the lease term; provided, that the same is agreed to in writing in advance by both Manager and the applicable Property Owner (which agreement shall require the approval of MN Retail); provided, further, that if Manager and the applicable Property Owner are unable to so agree, then the foregoing schedule shall be used to determine the Leasing Commission due to Managersuch Outside Broker. Notwithstanding the foregoing, or anything to the contrary herein, (a) Manager shall be responsible for paying the fee of any broker from the commission due to Manager pursuant to the foregoing (i.e. the leasing commission earned by Manager will be reduced by any amounts owed to any broker) and (b) in no event will shall Asset Manager be entitled liable for the failure to obtain such Outside Broker’s agreement to accept, as its compensation, one (1) Full Commission computed and payable in accordance with the applicable provisions of Exhibit A; provided, however, that Asset Manager shall give Owner prompt notice of such circumstance and shall discontinue all negotiations with such Outside Broker in connection with the subject transaction unless Asset Manager is directed otherwise by Owner. Asset Manager shall indemnify and hold Owner harmless with respect to any Leasing Commission claims for compensation by any new leasesOutside Broker alleging to have dealt with or through Asset Manager and all loss, lease expansions damage, cost or lease renewals expense (including reasonable - 13 - attorney’s fees and disbursements) sustained or incurred by Owner in connection with any such claim or any commission agreement entered into by a Property Owner following between Asset Manager and Outside Broker; provided, however that the expiration amount of such indemnity shall be limited to the amount of the Termcommission paid with respect to the transaction giving rise to the claim. Owner agrees not to settle any claim without Asset Manager’s prior written approval and in the event Asset Manager unreasonably denies such approval, whether or then notwithstanding the preceding sentence, the amount of Asset Manager’s indemnity shall be unlimited. The commission payable under this paragraph shall be paid upon the full execution of a Space Lease. (c) To induce Owner to enter into this Agreement and to provide an incentive to Asset Manager’s brokers and other leasing representatives and salespersons (together, “Asset Manager’s Representatives”) to lease space in the Property, Asset Manager agrees that notwithstanding any then extant policy respecting the sharing of commissions with Asset Manager’s Representatives, not less than fifty (50%) percent of any commission payable to Asset Manager would customarily be deemed in connection with a Space Lease with respect to be which an Asset Manager’s Representative was the procuring broker or cause of shall be paid to such new lease, lease expansion or lease renewal, unless within Asset Manager’s Representative. (d) Within thirty (30) days after the expiration of the Term Term, Asset Manager shall deliver to Owner a complete list of any pending, proposed and incomplete transactions in connection with the leasing or the termination any other disposition of all or part of the Agreement, Manager delivers to Property Owner a written list of those tenants or potentials tenants with whom Manager engaged in substantive leasing negotiations or from whom Manager received a written lease proposal, for which prior to such the expiration of the Term (a) a TAB has been approved by Owner’s Supervisor in writing or termination. If any such identified (b) Asset Manager has exchanged written offers with a proposed tenant or potential tenant enters into a new leaseits broker copied to the Owner’s Supervisor (the “Pending List”). The Pending List shall include the foregoing TAB and written offers and shall contain sufficient information to identify the property, lease expansion or lease renewal prospective tenant, and transaction. Owner shall recognize Asset Manager as the broker in connection with any transaction on the Pending List which is closed within seventy-five (75) 180 days after the date of expiration or termination of the Term, so long as and shall pay to Asset Manager a commission in accordance with the Agreement was terms set forth in this Section 6.2, whether or not terminated by Property Owners pursuant to Section 3(c)(i) the Asset Manager renders any service following such expiration of the AgreementTerm and whether or not the Asset Manager is the procuring cause of the Space Lease or other transaction. It is agreed that except with respect to a transaction properly set forth on the Pending List that is closed within such 180-day period or for which Asset Manager is the procuring cause, Asset Manager shall not be entitled to any compensation for any Space Lease or other disposition of all or part of the Property that is consummated after the expiration of the Term. If at the expiration of such 180 day period, the transactional documents for a transaction otherwise qualifying Asset Manager for a commission pursuant to this Section 6.2 are out for signature, this Agreement shall govern such transaction if, as and when consummated. (e) In the event the Owner’s interest in the Property is sold, contributed or otherwise transferred, or this Agreement is terminated, Owner shall immediately pay to Asset Manager the balance of all leasing commission commissions due hereunder notwithstanding any right of Owner to delay payments in accordance with the payment schedule, if any, set forth herein. If any commissions due hereunder are payable in installments, then as to installments that are not yet due, if the acquiring party is reasonably acceptable to Asset Manager, and Owner delivers to Asset Manager at the closing of such sale a written agreement by the party acquiring such interest assuming Owner’s obligations hereunder, Owner shall be relieved of liability with respect thereto equal in amount to the commission Manager would have received had such new lease, expansion or renewal been entered into prior to such expiration or terminationinstallments. Owner shall obtain the agreement of such acquiring party to assume the obligation pay any commissions that may thereafter become earned hereunder, such as upon the terms hereof.

Leasing Commissions. In exchange for leasing services to be provided by Manager pursuant to the terms As of this AgreementJanuary 5, the applicable Property Owner shall pay to Manager: 2001, (i) six percent to Seller's ------------------- knowledge, there are no lease brokerage agreements, leasing commission agreements or other agreements providing for payments of any amounts for leasing activities or procuring tenants with respect to the Property or any portion or portions thereof other than as disclosed in Exhibit "C" attached hereto (6%the "Commission Agreements"), (ii) Seller has not executed and delivered any lease --------------------- brokerage agreements, leasing commission agreements or other agreements providing for payments of base rent any amounts for leasing activities or procuring tenants which remain in effect with respect to the first one hundred twenty (120) months of the initial term for new Leases procured for such Property Owner's Property by Manager and expansions of existing leases at such Propertyexcept as set forth on Exhibit "C" hereto, and (iiiii) three percent (3%) of base rent for there are no agreements currently in effect relating to the first one hundred twenty (120) months management and leasing of the renewal term for extensions and renewals of existing leases at such Property other than as disclosed on said Exhibit "C" (the "Leasing CommissionManagement Agreement"). IfAll leasing commissions, however-------------------- brokerage fees and management fees accrued or due and payable under the Commission Agreements and the Management Agreement, the foregoing leasing commission structure is not the structure that is commonly utilized in a particular market area where the applicable Property is located, then the applicable Property Owner and Manager may utilize an alternative leasing commission structure that is commonly utilized in the market area, such as the payment of a certain dollar amount per square foot for a certain period of the lease term; provided, that date hereof and at the same is agreed to in writing in advance by both Manager and the applicable Property Owner (which agreement shall require the approval of MN Retail); provided, further, that if Manager and the applicable Property Owner are unable to so agree, then the foregoing schedule Closing have been or shall be used paid in full; and Seller shall terminate the Management Agreement at Closing at no cost to determine the Leasing Commission due to ManagerPurchaser. Notwithstanding the foregoing, or anything to the contrary contained herein, (a) Manager Purchaser shall be responsible for paying the fee payment of all leasing commissions payable for (A) any new leases entered into after January 5, 2001 that have been approved (or deemed approved) by Purchaser, and (B) the renewal, expansion or extension of any broker from the commission due to Manager pursuant Leases existing as of January 5, 2001 and exercised or effected after January 5, 2001, and (C) those Leases and those renewals, expansions or extensions listed in item V of Exhibit "C" hereto; and Purchaser shall pay to the foregoing (i.e. manager under the Management Agreement leasing commission earned by Manager will be reduced by any amounts owed commissions with respect to any broker) and (b) in no event will Manager be entitled to any Leasing Commission for any new leases, lease expansions or lease renewals leases entered into (or expansions, renewals or extensions effected) by a Property Owner following the expiration of the Term, whether or not Manager would customarily be deemed to be the procuring cause of such new lease, lease expansion or lease renewal, unless Purchaser within thirty ninety (3090) days after the expiration of Closing Date with the Term or the termination of the Agreement, Manager delivers to Property Owner a written list of those tenants or potentials prospective tenants listed in item IV of Exhibit "C", plus any prospective new tenants with whom Manager engaged in substantive leasing negotiations or from whom Manager received a written lease proposal, prior to such expiration or termination. If any such identified tenant or potential tenant enters into discussions for a new lease, lease expansion or lease renewal within seventy-five (75) days are first held after the date of expiration or termination of hereof and any existing tenants with whom substantive discussions for the Term, so long as the Agreement was not terminated by Property Owners pursuant to Section 3(c)(i) of the Agreement, Manager shall be entitled to a leasing commission with respect thereto equal in amount to the commission Manager would have received had such new leaserenewal, expansion or renewal been entered into prior extension of existing Leases are first held after the date hereof, provided that negotiations shall be underway at the time of Closing and evidenced by a written proposal made to such expiration new or terminationexisting tenant or a signed letter of intent or some equivalent written agreement in principle.

Leasing Commissions. In exchange for (a) Owner agrees to pay Agent a leasing services commission in accordance with Exhibit A if during the Term any lease is entered into by Owner and a tenant who was procured by Agent, Owner or any other party. Agent is authorized to be provided by Manager pursuant cooperate with and to share its commission with other licensed real estate brokers, regardless of whether said brokers represent prospective tenants or act as Agent’s sub-agents. (b) Owner further agrees to pay Agent a leasing commission in accordance with Exhibit A if, within one-hundred twenty (120) calendar days after the terms expiration or termination of this Agreement, the applicable Property is leased to, or negotiations continue, resume or commence and thereafter continue leading to the execution of a lease with any person or entity (including his/her/its successors, assigns or affiliates) with whom Agent has negotiated (either directly or through another broker or agent) or to whom the Property has been submitted prior to the expiration or termination of this Agreement. Agent agrees to submit a list of such persons or entities to Owner shall pay to Manager: not later than fifteen (i15) six percent (6%) calendar days following the expiration or termination of base rent for the first one hundred twenty (120) months of the initial term for new Leases procured for such Property Owner's Property by Manager and expansions of existing leases at such Propertythis Agreement, and (ii) three percent (3%) of base rent for the first one hundred twenty (120) months of the renewal term for extensions and renewals of existing leases at such Property (the "Leasing Commission"). Ifprovided, however, that if a written offer has been submitted it shall not be necessary to include the foregoing leasing commission structure is not offeror’s name on the structure list. In the event that is commonly utilized in a particular market area where Owner lists the applicable Property is locatedwith another broker after the expiration or termination of this Agreement, then the applicable Property Owner and Manager may utilize an alternative leasing commission structure that is commonly utilized agrees to provide in the market areasubsequent listing agreement that a commission will not be payable to the new broker with respect to transactions for which Owner remains obligated to pay a commission to Agent under this Agreement. Owner’s failure to do so, such as the payment however, shall not affect Owner’s obligations to Agent under this Agreement. (c) Upon termination of a certain dollar amount per square foot for a certain period of the lease term; providedthis Agreement, that the same is agreed to in writing in advance by both Manager and the applicable Property Owner (which agreement shall require the approval of MN Retail); providedall commission installments then earned by, furtherbut not yet paid to, that if Manager and the applicable Property Owner are unable to so agree, then the foregoing schedule Agent shall be used to determine the Leasing Commission accelerated and become due to Manager. Notwithstanding the foregoing, or anything to the contrary herein, and payable in full within ten (a) Manager shall be responsible for paying the fee of any broker from the commission due to Manager pursuant to the foregoing (i.e. the leasing commission earned by Manager will be reduced by any amounts owed to any broker) and (b) in no event will Manager be entitled to any Leasing Commission for any new leases, lease expansions or lease renewals entered into by a Property Owner following the expiration of the Term, whether or not Manager would customarily be deemed to be the procuring cause of such new lease, lease expansion or lease renewal, unless within thirty (3010) days after the expiration termination date of this Agreement. (d) In the Term or the termination of the Agreement, Manager delivers to Property event that Owner a written list of those tenants or potentials tenants with whom Manager engaged in substantive leasing negotiations or from whom Manager received a written lease proposal, prior to such expiration or termination. If any such identified tenant or potential tenant enters into a new lease, lease expansion with a prospective tenant and Owner sells or lease renewal within seventy-five (75) days after otherwise disposes of its interest in the date of expiration or termination of the Term, so long as the Agreement was not terminated by Property Owners pursuant to Section 3(c)(i) of the Agreement, Manager shall be entitled to a leasing commission with respect thereto equal in amount third-party (the “Third-Party Purchaser”) prior to the commission Manager would have received had such new leasetime that Owner has fully paid Agent any leasing commissions due, expansion or renewal been entered into prior to such expiration or termination.become due, to Agent hereunder, Owner shall give Agent not less than ten

Leasing Commissions. In exchange for leasing services to be provided by Manager pursuant to the terms of this AgreementTo Seller’s knowledge, the applicable Property Owner shall pay to Manager: (i) six percent there are no lease brokerage agreements, leasing commission agreements or other agreements providing for payments of any amounts for leasing activities or procuring tenants with respect to the Property or any portion or portions thereof other than as disclosed in EXHIBIT “C” attached hereto (6%) of base rent for the first one hundred twenty (120) months of the initial term for new Leases procured for such Property Owner's Property by Manager and expansions of existing leases at such Property“Commission Agreements”), and (ii) three percent (3%) of base rent for there are no agreements currently in effect relating to the first one hundred twenty (120) months management and leasing of the renewal term for extensions and renewals of existing leases at such Property other than as disclosed on said EXHIBIT “C” (the "Leasing Commission"“Management Agreement”). If; and that all leasing commissions, howeverbrokerage fees and management fees accrued or due and payable under the Commission Agreements and the Management Agreement, the foregoing leasing commission structure is not the structure that is commonly utilized in a particular market area where the applicable Property is located, then the applicable Property Owner and Manager may utilize an alternative leasing commission structure that is commonly utilized in the market area, such as the payment of a certain dollar amount per square foot for a certain period of the lease term; provided, that date hereof and at the same is agreed to in writing in advance by both Manager and the applicable Property Owner (which agreement shall require the approval of MN Retail); provided, further, that if Manager and the applicable Property Owner are unable to so agree, then the foregoing schedule Closing have been or shall be used paid in full. At Closing, Seller shall terminate the Management Agreement as to determine the Leasing Commission due Property at no cost to ManagerPurchaser. Notwithstanding the foregoing, or anything to the contrary contained herein, (a) Manager Purchaser shall be responsible for paying the fee payment of all leasing commissions payable for (A) any new leases entered into after the Effective Date that have been approved (or deemed approved) by Purchaser, and (B) the renewal, expansion or extension of any broker from Leases existing as of the commission due to Manager pursuant Effective Date and exercised or effected after the Effective Date; and Purchaser shall pay to the foregoing (i.e. manager under the Management Agreement leasing commission earned by Manager will be reduced by any amounts owed commissions with respect to any broker) and (b) in no event will Manager be entitled to any Leasing Commission for any new leases, lease expansions or lease renewals leases entered into (or expansions, renewals or extensions effected) by a Property Owner following the expiration of the Term, whether or not Manager would customarily be deemed to be the procuring cause of such new lease, lease expansion or lease renewal, unless Purchaser within thirty ninety (3090) days after the expiration Closing Date with the tenants or prospective tenants listed in item IV of EXHIBIT “C” hereto and approved by Purchaser; provided, however, with respect to the Term relocation of ▇▇▇▇▇▇ Communication to a new location within the Property and the expansion of Prudential Carolina into the adjacent space, Seller shall be responsible for all leasing commissions, tenant improvement costs or other costs or expenses related thereto in the amount not to exceed Twenty Six Thousand Two Hundred Seventy Six and 83/100 Dollars ($26,276.83) (the “Tenant Relocation and Expansion Funds”). In the event the Tenant Relocation and Expansion Funds have not been paid by Seller prior to Closing, the Tenant Relocation and Expansion Funds shall be delivered by Seller into escrow with the Escrow Agent at Closing subject to an escrow agreement in the form attached hereto as EXHIBIT “L” entered into at Closing. In the event that Purchaser has (i) not entered into lease amendments related to the relocation of ▇▇▇▇▇▇ Communication or the termination expansion of the Agreement, Manager delivers to Property Owner a written list of those tenants or potentials tenants with whom Manager engaged in substantive leasing negotiations or from whom Manager received a written lease proposal, prior to such expiration or termination. If any such identified tenant or potential tenant enters into a new lease, lease expansion or lease renewal Prudential Carolina within seventy-five ninety (7590) days after Closing, or (ii) not incurred the date costs related to the relocation of expiration ▇▇▇▇▇▇ Communication or termination the expansion of Prudential Carolina into the Termadjacent space within ninety (90) days after Closing, so long as or (iii) if the Agreement was not terminated by Property Owners pursuant to Section 3(c)(i) actual leasing commissions and tenant improvement costs for the relocation of ▇▇▇▇▇▇ Communication or the Agreementexpansion of Prudential Carolina are less than the Tenant Relocation and Expansion Funds, Manager any Tenant Relocation and Expansion Funds remaining in escrow shall be entitled refunded to a leasing commission with respect thereto equal in amount Seller upon the written request to the commission Manager would have received had such new lease, expansion or renewal been entered into prior to such expiration or terminationEscrow Agent signed by both Seller and Purchaser.