Common use of Leasing Costs Clause in Contracts

Leasing Costs. The Sellers shall be responsible for all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii).

Leasing Costs. The Sellers shall be responsible for all Leasing Costs that are payable by reason of (ia) the execution of an “Existing Lease” (i.e., a Lease existing as As of the date of this Agreement) prior to Closing Date, all leasing commissions, if any, for the date of this Agreement, (ii) the renewal, extension, expansion of, current or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease initial lease terms for Leases entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible Effective Date hereof and for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or of Leases properly exercised by Tenants as of the exercise Effective Date and the cost of any improvements and tenant allowances required to be made by the landlord in the space to which any such Lease relates, shall have been paid by Sellers (or credited to Buyer if not due and payable as of Closing), including those costs and allowances set forth on Exhibit J attached hereto (the “Outstanding Lease Obligations”). Those amounts listed on Exhibit J hereto in the column labeled “Seller Obligation”, together with any other option underleasing costs which are the responsibility of Seller pursuant to the first sentence of this Section 6.3(a), Existing shall be collectively referred to herein as “Sellers Outstanding Lease Obligations”. All leasing commissions and tenant improvement costs and allowances for any renewals or extensions of the terms of Leases or New Leases entered into prior to the Effective Date but which have not yet been exercised by tenants during the Interim Period Effective Date (including, without limitation, any commissions payable in connection with a Tenant’s waiver of or failure to exercise a cancellation right) or any expansions of the premises covered thereby but which have not been exercised by the Effective Date (including those set forth in the column labeled “Buyers Obligations” on Exhibit J attached hereto), shall be paid by Buyer, which obligations are being expressly assumed by Buyer pursuant to the terms of this Agreement. Subject to Sections 6.3(c) and (d) herein, Buyer shall pay its allocable share of leasing commissions payable in connection with any Leases (or extensions) entered into after the Effective Date in accordance with the terms of this Agreement, the value of any free rent periods, and the cost of any improvements and tenant allowances required to be made by the landlord in (i) the space to which any such Leases (or extensions) entered into after the Effective Date relate or (ii) other space in the Buildings pursuant to any requirements set forth in such Leases (or extensions) entered into after the Effective Date. Seller’s allocable share of such costs, fees and expenses shall be prorated on the Closing Date based on the portion of the term of such Leases for which rent is being paid before and after the Closing Date. At the Closing, Buyer shall receive a credit (the “Sellers Outstanding Lease Obligation Credit”) against the Purchase Price in an amount equal to the difference between (i) Sellers Outstanding Lease Obligations, minus (ii) the amounts actually paid on account of Sellers Outstanding Lease Obligations between the Effective Date and the Closing Date, as documented by Sellers with paid invoices or other reasonably satisfactory evidence of such payments. Notwithstanding anything set forth in this Agreement to the contrary, following Closing there shall be no readjustment of the Sellers Outstanding Lease Obligation Credit; provided, however, that Buyer shall in the event that amounts have been provided the details of all such Leasing Costs paid prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect by or on behalf of any “free rent” or other concessions pertaining Sellers with respect to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs Outstanding Lease Obligations for which the Buyer is responsible pursuant Sellers would not have provided a credit to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (but for a missing receipt or other reasonable evidence of payment required hereunder, then if, subsequent to the extent unpaid) all Leasing Costs for which Closing, such receipt or other reasonable evidence of payment is provided, Buyer shall promptly pay to Sellers the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closingamount relating thereto. Notwithstanding anything set forth in this Agreement to the contrary, (ai) all obligations with respect to Sellers Outstanding Lease Obligations shall be expressly assumed by Buyer from and after the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs Date, and (bii) the except with respect to Sellers shall be responsible (and the Outstanding Lease Obligations Credit, Buyer shall not be responsible) entitled to any credit hereunder for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Outstanding Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii)Obligations.

Leasing Costs. The Sellers At or prior to Closing, Seller shall be responsible for all Leasing Costs that are pay (a) any leasing commissions due and payable by reason on or before the Closing Date under the Leases and (b) any leasing commissions due and payable over the original term of (i) the execution of an “Existing Lease” (i.e., a any Lease existing as of July 25, 2005, but excluding those “monthly over the date of this Agreement) prior term” leasing commissions due after the Closing Date with respect to those Leases with those Tenants listed on Exhibit S attached hereto. Notwithstanding anything to the date of this Agreementcontrary in the previous sentence, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (and shall reimburse Seller at Closing) for any amounts expended by Seller relating to: (i) leasing commissions and tenant improvement costs in connection with any extension or renewal of the term of a Lease (x) exercised after July 25, 2005 to the extent attributable to periods from and after the Closing Date and (y) about which Seller advises Buyer, in writing, prior to the Inspection Date (including without limitation, payment of the Seller Commission, as defined below), (ii) leasing commissions and tenant improvement costs in connection with any new lease or Lease amendment (if such amendment provides for a renewal of the applicable Lease term or an expansion of the applicable Tenant’s leased premises) executed by Seller or any Commission Agreement agreed to by Seller (or amendments thereto) after July 25, 2005, but only if and to the Sellers’ in-house leasing agents extent that are customary arms-length terms that would otherwise be negotiated such new lease, lease amendment or Commission Agreement is executed in compliance with a third-party leasing agentthe provisions of Section 8 of this Agreement (including without limitation, payment of the Seller Commission); and (iii) that become due and payable as a result of the Seller Commission for both (1x) any New Leases, (2) amendments new leases entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or within three (3) any renewalsmonths after Closing with tenants which Seller or its affiliates initially procured and actively pursued as prospects for the subject Project during the three (3) month period preceding the Closing, extensions and then only if such new tenant is included on the Protected Tenant List, as defined below, and (y) lease amendments providing for either or expansions of, or the exercise both of renewals of any other option underLeases that are in effect on the Effective Date, Existing and expansions of leased premises leased to Tenant under Leases or New Leases exercised by tenants during in effect on the Interim Period or on or Effective Date, if such lease amendments are entered into within three (3) months after the Closing. Seller shall provide Buyer with a listing of all such tenant prospects at Closing Date(the “Protected Tenant List”). Any leasing commissions payable hereunder by Buyer to Seller or its affiliates shall be paid at the rate set forth in the Commission Agreements; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. In additionif no Commission Agreement exists, the Buyer amount payable to Seller shall assume be at the economic effect of any “free rent” or other concessions pertaining to the period from market rates set forth on Exhibit S attached hereto and after the Closingincorporated herein by this reference; provided, however, that if there is an outside broker that is also due a commission in connection with the applicable lease or lease amendment, then Seller shall be paid only fifty percent (50%) of such amounts (collectively, “Seller Commission”). Notwithstanding anything contained herein to the contrary, after the Closing Date, Buyer shall have been provided agrees to assume the details of all such Leasing Costs obligation to pay those “monthly over the term” leasing commissions as set forth on Exhibit S or as otherwise specifically identified to Buyer by Seller prior to the Closing in connection with any new Lease executed after the Effective Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details requirements of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to ClosingSection 8. Notwithstanding anything contained herein to the contrary, in the event that any Lease or written commission agreement to which Seller is a party provides that Seller is obligated to pay a commission to a broker, at a future date, based upon the applicable Tenant’s future expansion of its respective leased premises or upon such Tenant’s renewal or extension of its Lease term, but (ax) the Buyer shall receive a credit at Closing for such broker is not then actually involved in any unfunded contractual Leasing Costs such future expansion of leased premises or future extension or renewal of such Lease term (“Uninvolved Broker”) and (by) Buyer is obligated to pay a leasing commission to a third party broker who is (aa) involved in that future expansion or extension of such Lease and (bb) identified, in writing, by the Sellers applicable Tenant as such Tenant’s exclusive broker, then Seller shall be responsible (remain obligated to pay, and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closingpromptly pay, the Buyer commission due the Uninvolved Broker. This obligation imposed under this Section 4.2.9 shall be responsible (and shall reimburse the Sellers at survive Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii).

Leasing Costs. The Sellers shall be responsible At or prior to Closing for any Site, Seller will pay all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable prior to Closing affecting such Site. If there are any unpaid Leasing Costs as of any Closing Date, then at such Closing, Buyer will receive a credit towards the Purchase Price for any such unpaid amounts known as of the Closing Date on account of the then-current term of any Existing Lease or New Lease affecting such Site, Buyer will assume such obligations pursuant to the Assignment of Leases described in Section 5.3 below, and Seller will have no further responsibility for such costs or allowances for which Buyer is credited. Additionally, upon the occurrence of Closing as to any Site, pursuant to the Assignment of Leases, Buyer will assume any then outstanding obligations for Leasing Costs for which Buyer is responsible under this Agreement. To the extent that Seller is liable for any Leasing Costs that are not known, billed or discovered until after the Closing Date, Seller shall continue to be responsible therefor for a period of six (6) months following the Closing Date (provided, that any such Claims shall survive such six (6) month period so long as a Claim Notice with respect thereto was delivered to Seller prior to the expiration of such period) and shall either reimburse Buyer for any such Leasing Costs or pay directly such Leasing Cost to the party to whom such amounts are due and shall indemnify Buyer from an against any Claims arising as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement Seller’s failure to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Datemake such payments; provided, however, that Buyer in no event shall have been provided the details of all such Seller be responsible for cost overruns constituting Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable such cost overruns arise on account of matters occurring after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On As of the Closing Effective Date, there are no Leasing Costs currently due and payable by Seller with regard to any Lease. The provisions of this Section will survive the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii)Closing.

Leasing Costs. The Sellers USRP Entities shall be responsible for all Leasing Costs that are payable credited with any leasing commissions, tenant improvements or other allowances to be paid or endured by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of USRP Entities on or after the date of this Agreement) prior Closing Date with respect to the date current term of this Agreement, (ii) the renewal, extension, expansion ofany Lease or Lease modification executed, or the exercise any extension or renewal term or expansion of any other option underpremises exercised, an Existing Leasein each case, prior to the date of this Agreement (other than any In-Negotiation Leases executed prior to the Closing Date, which shall be treated as set forth below), and the FW Entities shall pay on or before the Closing Date all such items payable prior to the Closing Date. The FW Entities shall be credited with any leasing commissions, tenant improvement or other allowances paid or endured by the FW Entities prior to the Closing Date to the extent such items relate to (i) the In-Negotiation Leases or (ii) other Leases or Lease modifications executed or extensions of terms or expansions of premises that are exercised during the period between the date of this Agreement and Closing and permitted under the terms of this Agreement, but in each case only to the extent equitably allocable to that portion of the stabilized term (i.e., the term following the tenant's entry into occupancy and (iiicommencement of unabated rental obligations) amendments of an Existing any such Lease entered into prior following the Closing Date. The USRP Entities shall assume all obligations for any leasing commissions, tenant improvement and other allowances payable following the Closing Date with respect to the In-Negotiation Leases to the extent equitably allocable to that portion of the stabilized term of any such In-Negotiation Lease or such other Leases or Lease modifications executed or extensions of terms or expansions of premises that are exercised following the date of this Agreement. If the Closing occursAny expenditures or commitments to make expenditures (and, the Buyer shall be responsible for all Leasing Costs (including commissions therefore, any credit to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or FW Entities based on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Leasing Costs their expenditures prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining Date) relating to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same In-Negotiation Leases in writing. If, as excess of the Closing Date, the Sellers amounts budgeted on Exhibit 7.2 shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above)specific approval of the USRP Entities, which shall not be unreasonably withheld and shall be deemed given if the Sellers USRP Entities shall pay fail to approve or disapprove such excess expenditure within five (5) Business Days following receipt by the USRP Entities' of the FW Entities' written request; similarly, any expenditures or cause commitments to be paid) when due all Leasing Costs payable after make expenditures relating to Leases or modifications executed following the date of this Agreement in excess of the amounts budgeted and prior approved as part of the USRP Entities' approval of any Lease or modification pursuant to Closing. Notwithstanding anything Section 7.2 shall be subject to the contraryspecific approval of the USRP Entities, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer which shall not be responsible) for any leasing commissions or brokerage fees which become due unreasonably withheld and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible deemed given if the USRP Entities should fail to approve or disapprove such excess expenditure within five (and shall reimburse 5) Business Days following receipt by the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf USRP Entities' of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii)FW Entities' written request.

Leasing Costs. The Sellers Seller shall be responsible for (i) all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this AgreementEffective Date) prior to the date of this AgreementDecember 11, 2014, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this AgreementDecember 11, 2014, and (iii) amendments of an Existing Lease entered into prior to the date of this AgreementDecember 11, 2014. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ Seller’s in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Escrow Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Escrow Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers Seller shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers Seller therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers Seller shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are Seller is responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii).43

Leasing Costs. The Sellers Subject to subparagraph (d) of this Paragraph 6, Seller shall pay all leasing commissions and tenant costs (including, without limitation, tenant improvement costs, moving costs, design costs incurred by the tenant, lease buyout costs and similar tenant inducement costs) in connection with Existing Leases (and renewals, extensions or expansions thereof) that become due and payable prior to the expiration of the Inspection Period. All leasing commissions and tenant costs with respect to Existing Leases (and renewals, extensions or expansions thereof) becoming due and payable on or after the expiration of the Inspection Period shall be the responsibility of Buyer and Buyer shall indemnify, defend and hold Seller harmless with respect thereto. Notwithstanding the foregoing, (i) Seller shall be responsible for all Leasing Costs that are payable leasing commissions and tenant costs (including, without limitation, tenant improvement costs, moving costs, design costs incurred by reason of (ithe tenant, lease buyout costs and similar tenant inducement costs) for the execution of an tenants designated as Seller’s responsibility on Exhibit “Existing LeaseM-1” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement, attached hereto and (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs leasing commissions and tenant costs (including commissions to including, without limitation, tenant improvement costs, moving costs, design costs incurred by the Sellers’ in-house leasing agents tenant, lease buyout costs and similar tenant inducement costs) for the tenants designated as Buyer’s responsibility on Exhibits “M-2”, “M-3” and “M-4” attached hereto. To the extent that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agentthe costs and expenses referenced in clause (i) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer above shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, remain unpaid as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit from Seller therefor at Closing for any unfunded contractual Leasing Costs Closing. To the extent that the costs and expenses referenced in clause (bii) the Sellers above shall have been paid by Seller, Seller shall be responsible (and the reimbursed by Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, therefor at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii).

Leasing Costs. The Sellers Purchaser shall be responsible for pay all Leasing Costs that are payable by reason of (ihereinafter defined) with respect to Leases entered into after the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) Effective Date. If Seller has paid such amounts prior to the date Closing Date with regard to Leases approved by Purchaser entered into after the Effective Date, Purchase shall reimburse Seller for such payments at Closing. Notwithstanding anything in this Agreement to the contrary but expressly subject to the terms of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing LeaseSection 6.4, prior to the date Closing, Seller shall pay and satisfy in full all leasing commissions, costs for tenant improvements, tenant improvement allowances and free rent periods (collectively, "Leasing Costs") with respect to any existing Leases, occupancy agreements, or amendments to existing Leases. In furtherance of this Agreementthe foregoing, from and after the Effective Date, Seller shall diligently pursue amendments with all tenants under Leases where the landlord is responsible for Leasing Costs (iiiincluding, without limitation, Hall & Xxxxx LLC and Core Site LLC) amendments of an Existing Lease entered into in form reasonably satisfactory to Purchaser, pursuant to which all landlord obligations with respect to Leasing Costs shall be eliminated in their entirety at or prior to the date of this AgreementClosing (any such amendment, a “Leasing Cost Amendment”). If In the event Seller is unable to obtain such amendments prior to the Closing occurs, Date with respect to any tenants under Leases where the Buyer shall be landlord is responsible for all Leasing Costs (including commissions Costs, then at Closing, Purchaser shall assume the obligation to pay such Leasing Costs, and shall receive a credit against the Purchase Price in an amount equal to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details sum of all such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received assumed by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii)Purchaser.

Leasing Costs. The Sellers Seller shall be responsible for all Leasing Costs that are payable by reason relating to Leases or renewals, amendments, expansions and extensions of (i) the execution of an “Existing Lease” (i.e.Leases, a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, entered into or the exercise of any other option under, an Existing Leasewhich first become binding, prior to the date of this Agreement, and including, without limitation, the Leasing Costs set forth on Schedule 10.8 attached hereto, but excluding the Purchaser Costs (iii) amendments the “Seller’s Leasing Costs”). To the extent any Seller’s Leasing Costs have not been fully paid as of the Closing Date, there shall be an Existing Lease entered into prior adjustment at the Closing against the Purchase Price in the amount of the balance of Seller’s Leasing Costs remaining to be paid. Notwithstanding anything in this Section 10.8 to the date of this Agreement. If the Closing occurscontrary, the Buyer Purchaser shall be responsible for all Leasing Costs (including commissions relating to New Leases and renewals, amendments, expansions and extensions of Leases, in each case to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all extent such Leasing Costs prior relate to the Closing Date and approved the same in writing. In additionNew Leases or renewal, the Buyer shall assume the economic effect expansion or extension rights of any “free rent” tenants under Leases that are exercised or other concessions pertaining to the period from and after the Closing; providedamendments that are entered into, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and to the extent such costs have been paid by Seller prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer there shall receive be a credit at Closing in favor of Seller for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached heretoreimbursement of such amounts. For purposes hereof, the term “Interim PeriodLeasing Costs” shall mean with respect to a particular Lease, all capital costs, expenses incurred for capital improvements, equipment, painting, decorating, partitioning and other items to satisfy the period from initial construction obligations of the date landlord under such Lease (including any expenses incurred for architectural or engineering services in respect of this Agreement until the Closing Date. On foregoing), “tenant allowances” in lieu of or as reimbursements for the Closing Dateforegoing items, payments made for purposes of satisfying or terminating the Sellers shall deliver obligations of the tenant under such Lease to the Buyer all landlord under another lease (i.e., lease buyout costs), relocation costs, temporary leasing costs, leasing commissions, brokerage commissions, legal, design and other professional fees and costs, in each case, to the extent the landlord is responsible for the payment of such cost or expense under the relevant Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii)any other agreement relating to such Lease.

Leasing Costs. The Sellers Subject to Paragraph (d) of this Paragraph 7, Seller shall pay for or provide, at Seller’s option, Buyer with a closing credit with respect to any unpaid portion of leasing commissions and tenant costs (including, without limitation, any tenant improvement costs, moving costs, design costs incurred by the tenant, lease buyout costs and similar tenant inducement costs required to be responsible for all Leasing Costs that are payable paid by reason of (i) the execution of Seller pursuant to an “Existing Lease” ) in connection with Existing Leases (i.e.and renewals, a extensions or expansions thereof) including, but not limited to, that certain Lease existing Agreement between Seller, as landlord, and All Risks, Ltd., as tenant, dated August , 2003, and modifications of Existing Leases entered into (or, in the date case of this Agreementrenewals, extensions and expansions, exercised) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this AgreementEffective Date, and (iii) amendments of an Existing Lease Seller shall indemnify, defend and hold Buyer harmless with respect thereto. All leasing commissions and tenant costs with respect to renewals, extensions or expansions entered into prior to after the date Effective Date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due Existing Leases and payable as a result modifications of (1) any New Leases, (2) amendments Existing Leases entered into during (or, in the Interim Period case of renewals, extensions and expansions, exercised) on or after the Effective Date, in accordance with this Agreement shall be the responsibility of Buyer (or allocated between Seller and Buyer if for less than one year). All leasing commissions and tenant costs with respect to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or new leases entered into after the Closing Date; provided, however, that Effective Date in accordance with this Agreement shall be the responsibility of Buyer and Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date indemnify, defend and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii)hold Seller harmless with respect thereto.

Leasing Costs. The Sellers shall be responsible for all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, (a) Seller shall be responsible and shall pay for the costs of tenant improvement work or allowances and third-party leasing commissions (collectively, the “Leasing Costs”) relating to the initial term, and any renewal term exercised prior to the Effective Date, of those Leases executed as of the Effective Date, and (b) Buyer shall be responsible and shall pay for all the Leasing Costs relating to or arising from (including commissions to i) the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with exercise by any tenant, after the Effective Date, of a third-party leasing agent) that become due renewal, expansion or extension option contained in any of the Leases executed as of the Effective Date; and payable as a result of (1ii) any New LeasesLeases (defined below), (2) amendments or modifications to Leases in effect as of the Effective Date, entered into during after the Interim Period Effective Date in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise terms of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Section 9.1 below. Any Leasing Costs which are the responsibility of Buyer which are paid by Seller prior to the Closing Date shall be reimbursed by Buyer to Seller at the Closing through the Escrow. If, on the Closing, there are any outstanding or unpaid Leasing Costs which are the responsibility of Seller as set forth herein, then on the Closing Buyer shall be entitled to a credit toward the payment of the Purchase Price at Closing in the amount of such unpaid Leasing Costs, and approved following the same in writing. In addition, the Closing Buyer shall assume and be responsible for the economic effect payment of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) of such credit. Seller shall assign to Buyer all construction contracts relating to such outstanding Leasing Costs for which the Sellers are responsible pursuant to Costs. Notwithstanding the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of anything in this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for include any leasing commissions free rent or brokerage fees which become due and payable after the Closing pursuant other similar lease concessions granted by Seller to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except tenant under any Lease executed as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii)Effective Date.

Leasing Costs. The Sellers shall be responsible for all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, (a) Seller shall be responsible and shall pay for the costs of tenant improvement work or allowances, and third-party leasing commissions (collectively, the "Leasing Costs"), relating to the initial term of those Leases executed prior to the Effective Date, and (b) Buyer shall be responsible and shall pay for all the Leasing Costs relating to or arising from (including commissions i) the exercise by any tenant, after the Effective Date, of a renewal, expansion or extension option contained in any of the Leases executed prior to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due Effective Date; and payable as a result of (1ii) any New Leases, (2) amendments or modifications to Leases in effect as of the Effective Date, entered into during after the Interim Period Effective Date in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise terms of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Section 9.1 below. Any Leasing Costs which are the responsibility of Buyer which are paid by Seller prior to the Closing Date and approved the same in writing. In addition, the shall be reimbursed by Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to Seller at the Closing Date and approved the same in writingthrough escrow with Escrow Holder. If, as of on the Closing Date, the Sellers shall have paid there are any outstanding or unpaid Leasing Costs for which are the Buyer is responsible pursuant to responsibility of Seller as set forth herein, then on the foregoing provisions, the Closing Buyer shall reimburse be entitled to a credit toward the Sellers therefor payment of the Purchase Price at Closing in the amount of such unpaid Leasing Costs, and following the Closing; provided, however, that Buyer shall have been provided assume and be responsible for the details payment of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii)such credit.

Leasing Costs. The Sellers Each Seller shall be responsible for pay all Leasing leasing commissions and Tenant Costs that are payable (as defined below) in connection with all Existing Leases entered into by reason of (i) such Seller prior to the execution of an “Existing Lease” (i.e., a Lease existing Effective Date to the extent unpaid as of the date Applicable Closing. Each Seller shall provide Buyer with invoices and evidence of this Agreement) prior payment of such costs or Buyer shall receive a credit for such costs at the Applicable Closing. Each Seller, with respect to its Respective Premises, shall indemnify, defend and hold Buyer harmless with respect to all installments of such leasing commissions and Tenant Costs for which such Seller is responsible under the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date terms of this Agreement. If Each Seller shall receive a credit at the Closing occurs, the Buyer shall be responsible for all Leasing “pro-rata” leasing commissions and Tenant Costs (including commissions previously paid by Seller with respect to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due all new leases and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or of the exercise of any other option under, Existing Leases or New Leases exercised that are approved by tenants during Buyer pursuant to this Agreement, which approval included approval of the Interim Period or Tenant Costs and entered into (or, in the case of renewals, extensions and expansions, exercised) on or after the Closing Effective Date; provided, however, that . Buyer shall have been provided indemnify, defend and old each of Seller’s harmless with respect thereto. Sellers “pro-rata” share shall be equal to a fraction which has as its numerator the details number of all such Leasing Costs prior to months left in the base term of the Existing Lease after the Applicable Closing Date and approved which has as its denominator the same number of months in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as base term of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to ClosingExisting Lease. Notwithstanding anything to the contrarycontrary and except with respect to any new leases approved by Buyer under the terms of this Agreement, to the extent that any free rent, abatements or other unexpired concessions under any Existing Leases (acollectively, “Abatements”) apply to any period after the Applicable Closing Date, Buyer shall receive a credit at Closing against the Purchase Price for the amount of any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant such Abatements from each Seller with respect to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth its Respective Premises. As used in Section 3.3(g)(ii). In addition to the foregoing, at Closingthis Agreement, the Buyer phrase “Tenant Costs” shall mean, with respect to each Seller’s Respective Premises, any payments agreed to be responsible (and shall reimburse paid by landlord under the Sellers at Closing) Existing Leases to or for the leasing commissionsbenefit of the tenant thereunder which is in the nature of a tenant inducement, including, without limitation, tenant improvement costs (exclusive of those described in Section 2(d) hereof) and, if the lease so provides, moving costs, design costs incurred by the tenant, lease buyout costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii)similar tenant inducement costs.

Leasing Costs. Leasing Costs shall not be apportioned as of the Closing Date. The Sellers Seller shall be responsible for all Leasing Costs that are payable by reason relating to Space Leases or renewals, amendments, expansions and extensions of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) Space Leases entered into or which first become binding prior to the date of this AgreementEffective Date, (ii) the renewalincluding, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurswithout limitation, the Leasing Costs set forth on Schedule 10.7(i) (the “Sellers’ Leasing Costs”). The Buyer shall be responsible for all Leasing Costs (including commissions to other than the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to (the Closing Date “Buyer’s Leasing Costs”), and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; providedClosing Date. Notwithstanding anything in this Section 10.7 to the contrary, however, that the Buyer shall have been provided be responsible for all Leasing Costs relating to renewals, amendments, expansions and extensions of Space Leases, in each case to the details of all extent such Leasing Costs prior relate to renewal, expansion or extension rights of Tenants under such Space Leases that are exercised after the Closing Effective Date, or amendments that are entered into after the Effective Date and approved (regardless of when the same in writingoriginal Space Lease was executed). If, To the extent any Sellers’ Leasing Costs have not been fully paid as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at the Closing for any unfunded contractual against the Purchase Price in the amount of the balance of the Sellers’ Leasing Costs and (b) the Sellers shall remaining to be responsible (paid and the Buyer shall not be responsible) for any leasing commissions or brokerage fees assume all obligations of the Seller to pay the balance of the Sellers’ Leasing Costs as to which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (have received such credit and shall reimburse to perform the obligations associated with the same. The obligations of the Buyer and the Sellers at under this Section 10.7 shall survive the Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii).

Leasing Costs. The Sellers shall be responsible for all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, (i) Seller shall be responsible and shall pay for all costs of tenant improvement work or allowances, third-party leasing commissions and other leasing costs (collectively, the “Leasing Costs”) relating to the current term of those Leases executed as of the Effective Date, the outstanding amounts of which are set forth on Exhibit K hereto and are designated as being the obligation of Seller, and (ii) Buyer shall be responsible and shall pay for all the Leasing Costs relating to or arising from (including commissions a) the exercise by any tenant, after the Effective Date, of a renewal, expansion or extension option contained in any of the Leases executed as of the Effective Date so long as such Leasing Costs are contemplated (i.e., there is a reference to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise same) in the Lease (e.g., there is a fair market value determination of rent and concessions) and including broker commissions if it is a brokered transaction, provided that, for any options exercised prior to Closing, Seller shall promptly disclose to Buyer if a broker commission will be negotiated involved and if so, will cooperate with the Buyer to reasonably negotiate a third-party leasing agent) that become due and payable as a result of “market” commission rate with such broker, if the rate was not already set; (1b) any “New Leases, ” (2as that term is defined in Section 9.2) amendments entered into during after the Interim Period Effective Date in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise terms of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all Section 9.2 so long as such Leasing Costs are expressly disclosed to Buyer in writing at the xxxx Xxxxxx requests Buyer’s consent for such New Lease under the provisions of Section 9.2, and (c) any Leasing Costs which are specifically designated as being the responsibility of Buyer as set forth in Exhibit K attached hereto. Any Leasing Costs which are the responsibility of Buyer which are paid by Seller prior to the Closing Date shall be reimbursed by Buyer to Seller at the Closing through the Escrow. If, on the Closing, there are any outstanding or unpaid Leasing Costs which are the responsibility of Seller as set forth herein, then on the Closing, Buyer shall be entitled to a credit toward the payment of the Purchase Price at Closing in the amount of such unpaid Leasing Costs, and approved following the same in writing. In addition, the Closing (A) Buyer shall assume and be responsible for the economic effect payment of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date extent of such credit, (B) subject to Section 4.3.5 above, Seller shall assign to Buyer all construction contracts that Seller is a party to relating to such outstanding Leasing Costs, and approved (C) Buyer shall indemnify, defend and hold harmless Seller for the same in writing. If, as of the Closing Date, the Sellers shall have paid any failure to complete such work related to such outstanding Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive received a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii)credit.

Leasing Costs. The Sellers shall be responsible for all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer Seller shall receive a credit at the Closing for any unfunded contractual Leasing Costs and Seller’s pro-rata share (bas determined below) the Sellers shall be responsible (and the Buyer shall not be responsible) for any of all leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Propertiescosts, including the Leasing and Brokerage Agreementsincluding, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissionswithout limitation, tenant improvement costs and allowance and leasing commissions previously paid by Seller in connection with any Lease and/or any renewal, expansion and/or other modification of an existing Lease which was entered into after the Effective Date and which is approved or deemed approved by Buyer pursuant to this Agreement, which approval included approval of the tenant improvement costs, along with reasonable attorney’s fees incurred by Seller in negotiating the same (each a “New Lease”). Seller’s pro-rata share shall be equal to a fraction which has as its numerator the number of months left in the base term of the New Lease after the Closing and which has as its denominator the number of months in the base term of the New Lease. With respect to tenant improvement allowances and leasing commissions due and payable prior to Closing in connection with the current term of Leases in effect as of the Effective Date and with respect to the Recent Leases, Seller shall either pay such costs on or prior to Closing or give Buyer a credit at Closing, and Buyer shall be deemed to have assumed all Lease obligations for which Buyer receives a credit at Closing. Buyer shall not receive a credit for any unexpired rent concessions for under the Leases, the Recent Leases and the amounts set forth on Schedule 3.3(g)(ii) attached heretoor New Leases. For purposes hereofAs used herein, the term “Interim PeriodRecent Leases” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Datefollowing: lease amendments with: (a) Blazier, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from Christensen, Xxxxxxx & Virr, P.C., (b) Hull Xxxxxxxx & XxxXxx L.L.P., (c) RGM Advisors, LLC, and after the date hereof(d) Wong, exceptCabello, howeverXxxxxx, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii)Xxxxxxxxxx & Xxxxxxxxxx, LLP.

Leasing Costs. The Sellers Seller shall be responsible for all Leasing Costs that are payable by reason of (i) the execution of a Space Lease in existence as of the Effective Date (an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement”), (ii) the renewal, extension, expansion of, or the exercise of any other option under, under an Existing Lease, Lease entered into prior to the date of this AgreementEffective Date, (iii) the Leasing Costs described on Schedule 3.2(b-2) related to Waterfall and (iiiiv) amendments of an Existing Lease entered into prior to the date Effective Date, in each case, the Leasing Costs of this Agreementwhich are as set forth on Schedule 10.8 attached hereto (all of the foregoing for which Seller is responsible, the “Seller’s Leasing Costs”). If the Closing occurs, the Buyer shall be responsible for the payment (or, in the case of any amounts payable prior to Closing, the reimbursement to Seller) of (A) all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable (whether before or after Closing) as a result of (1) any Space Lease entered into by Seller with respect to the Property on or after the Effective Date in accordance with the terms of this Agreement (a “New LeasesLease”), (2) amendments entered into during the Interim Period period from (and including) the Effective Date until the earlier of the Closing or earlier termination of this Agreement, in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases 44 or New LeasesLeases (other than as set forth in clause (iii) above), or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period period from (and including) the Effective Date until the earlier of the Closing or earlier termination of this Agreement (other than as set forth in clause (iii) above), and (4) notwithstanding anything to the contrary contained herein, all Leasing Costs associated with New Leases or amendments, modifications or renewals of Space Leases on or after the Effective Date that have been approved by Buyer (other than as set forth in clause (iii) above); and (B) all Leasing Costs as a result of renewals, extensions, expansions, or the exercise of any other option, occurring on or after the Closing Date; providedDate of Existing Leases or New Leases (other than as set forth in clause (iii) above) (all of the foregoing for which Buyer is responsible, however, that Buyer shall have been provided the details of all such “Buyer’s Leasing Costs prior to the Closing Date and approved the same in writingCosts”). In addition, the except as provided in Section 10.12, Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writingDate. If, as of the Closing Date, the Sellers Seller shall have paid any Buyer’s Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisionsCosts, the then Buyer shall reimburse the Sellers Seller therefor at the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers Seller shall pay (or cause to be paid), ) prior to Closing, the Closing or credit the Buyer at the Closing (to the extent unpaid) ), all Seller’s Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisionsand, and (subject to the reimbursement obligations set forth above), the Sellers Seller shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement Effective Date and prior to the Closing. Notwithstanding anything to Unless credited against the contraryPurchase Price as provided in this Section 10.8, Seller shall indemnify, defend and hold Buyer harmless from and against any and all liability, court costs, judgments, claims, damages and expenses (aincluding, without limitation, reasonable attorney’s fees and expenses) the Buyer shall receive a credit at Closing for arising or resulting in connection with any unfunded contractual unpaid Seller’s Leasing Costs and (b) the Sellers shall be responsible (and the unless reimbursed as provided in this Section 10.8, Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due indemnify, defend and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers hold Seller harmless from and after the date hereofagainst any and all liability, exceptcourt costs, howeverjudgments, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii)claims, damages and expenses (including, without limitation, reasonable attorney’s fees and expenses) arising or resulting in connection with any unpaid Buyer’s Leasing Costs.

Leasing Costs. The Sellers Except as otherwise expressly set forth in the attached Exhibit L, (A) Purchaser shall be responsible for all Leasing Costs that are payable credited with any leasing commissions, tenant improvements costs or other allowances to be paid or assumed by reason of (i) Purchaser on or after the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior Closing Date with respect to the date current term of this Agreement, (ii) the renewal, extension, expansion ofany Lease or Lease modification executed, or the exercise any extension term or expansion of any other option underpremises exercised, an Existing Leasein each case, prior to the date of this AgreementAgreement or with respect to any Approved Lease, the effective lease commencement date under which is prior to June 1, 1999, and (iii) amendments of an Existing Lease entered into Sellers shall pay on or before the Closing Date all such items payable prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided(B) Sellers shall be credited with any leasing commissions, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” tenant New England Portfolio improvement or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the allowances paid or endured by Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement hereof with respect to any Approved Lease, the effective lease commencement date under such Approved Lease is June 1, 1999 or thereafter; and prior to Closing. Notwithstanding anything to the contrary, (aC) the Buyer Purchaser shall receive a credit at Closing assume all obligations for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for or other allowances payable following the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereofClosing Date with respect to such Approved Leases, the term “Interim Period” shall mean the period from the effective lease commencement date of this Agreement until under which is June 1, 1999 or thereafter. Any expenditures or commitments to expenditures (and, therefore, any credit to Sellers based on Sellers' expenditures prior to the Closing Date. On the Closing Date, the Sellers shall deliver ) relating to the Buyer all Lease Termination Payments received by Approved Leases, to the extent they were not referenced in the Approved Leases, shall be subject to Purchaser's specific approval, which approval shall not be unreasonably withheld or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii)delayed.

Leasing Costs. The Sellers Buyer shall be responsible for credited at Closing with any leasing commissions, tenant improvements or other allowances to be paid by Buyer after the Closing Date with respect to the current term of any Lease shown on the Rent Rolls attached hereto as Exhibit C-1, and Seller shall pay on or before the Closing Date all Leasing Costs that are such items payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date Closing Date. Seller shall be credited at Closing with an amount equal to (A) the amount of any leasing commissions, tenant improvements and other allowances paid by Seller after the Effective Date to the extent such items relate to new Leases or Lease modifications executed or extensions of terms or expansions of premises that are not shown on the Rent Rolls attached hereto as Exhibit C-1 and permitted under the terms of this Agreement, multiplied by (iiB) a fraction in which the renewalnumerator is the number of months or partial months of the stabilized term (i.e., extension, expansion of, or the exercise term following the tenant's entry into occupancy and commencement of unabated rental obligations) of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing such Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to following the Closing Date and approved the same denominator is the number of months or partial months in writingthe stabilized term of such Lease. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs or other allowances payable following the Closing Date with respect to Leases or Lease modifications executed or extensions of terms or expansions of premises that are not shown on the Rent Rolls attached hereto as Exhibit C-1 and concessions for which are permitted under the terms of this Agreement. Any expenditures or commitments to expenditures relating to Leases and or modifications or extensions of terms or expansions of premises, in excess of the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date budgeted and approved as part of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges Buyer's approval of the Leases referenced on Schedule 3.3(g)(ii)Lease (where such approval is required) shall be subject to Buyer's specific approval, which shall not be unreasonably withheld and shall be deemed given if Buyer should fail to approve or disapprove such excess expenditure within five (5) business days following receipt of Seller's written request and delivery of material information reasonably necessary to allow Buyer to make an informed decision.

Leasing Costs. The Sellers Seller shall be responsible for all Leasing Costs relating to Space Leases that are payable by reason of (i) first became binding on a Seller and the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) Tenant thereto prior to the date of this AgreementEffective Date, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occursincluding without limitation, the Leasing Costs set forth on Schedule 10.8(i) (the “Sellers’ Leasing Costs”). The Buyer shall be responsible for all Leasing Costs (including commissions with respect to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments Leases entered into during from and after the Interim Period Effective Date in accordance with this Agreement Section 3.3 and all Leasing Costs relating to renewrenewals, extendamendments, expand or otherwise amend Existing Leases or New expansions and extensions of Space Leases, in each case to the extent such Leasing Costs relate to renewal, expansion or (3) any renewalsextension rights of Tenants under such Space Leases that are exercised or amendments that are entered into, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; providedEffective Date in accordance with Section 3.3 (the “Buyer’s Leasing Costs”). Furthermore and without limiting the generality of the preceding sentence (but subject to Section 3.3(d)), howeverBuyer shall assume, and agrees that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. In additionnot be entitled receive any credits for, the Buyer shall assume the economic effect of any “free rent” or other similar concessions that result in reduced payments by Tenants pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided Closing Date. To the details of all such extent any Sellers’ Leasing Costs prior to the Closing Date and approved the same in writing. If, have not been fully paid as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at the Closing for any unfunded contractual against the Purchase Price in the amount of the balance of the Sellers’ Leasing Costs and (b) the Sellers shall remaining to be responsible (paid and the Buyer shall not be responsible) for any leasing commissions or brokerage fees assume all obligations of the Seller to pay the balance of the Sellers’ Leasing Costs as to which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (have received such credit and shall reimburse to perform the Sellers at Closing) for obligations associated with the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii)same.

Leasing Costs. The Sellers shall be responsible At or prior to Closing for any Site, Seller will pay all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) prior to Closing with respect to the Existing Leases and any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) affecting such Site. If there are any renewals, extensions or expansions of, or the exercise unpaid Leasing Costs as of any other option under, applicable Closing Date on account of the then-current term of any Existing Leases or New Leases exercised by tenants during affecting such Site, then at such Closing, Buyer will receive a credit towards the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all Purchase Price for any such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, unpaid amounts known as of the Closing Date, Buyer will assume such obligations pursuant to the Sellers shall Assignment of Leases described in Section 5.3 below, and Seller will have paid no further responsibility for such costs or allowances for which Buyer is credited. Additionally, upon the occurrence of Closing as to any Site, pursuant to the Assignment of Leases, Buyer will assume any then outstanding obligations for Leasing Costs for which Buyer is responsible under this Agreement. To the extent that Seller is liable for any Leasing Costs for which Existing Leases, New Leases and Earnout Leases and any such Leasing Costs are not known, billed or discovered until after the Buyer is applicable Closing Date, Seller shall continue to be responsible pursuant therefor for a period of nine (9) months following the applicable Closing Date (provided, that any such Claims shall survive such nine (9) month period so long as a Claim Notice with respect thereto was delivered to Seller prior to the foregoing provisions, expiration of such period) and shall either reimburse Buyer for any such Leasing Costs or pay directly such Leasing Cost to the party to whom such amounts are due and shall indemnify Buyer shall reimburse the Sellers therefor at Closingfrom an against any Claims arising as a result of Seller’s failure to make such payments; provided, however, that Buyer in no event shall have been provided the details of all such Seller be responsible for cost overruns constituting Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable such cost overruns arise on account of matters occurring after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the applicable Closing Date. On The provisions of this Section will survive the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf Closing. Agreement of the Sellers from Purchase and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii).SaleCMFT Portfolio 35

Leasing Costs. The Sellers Purchaser shall assume Sellers’ obligation to pay any tenant improvement costs and the cost of completing landlord improvement obligations remaining unpaid or unsatisfied under the Leases (subject to the credit to be provided under Section 9.7 hereof), and similar costs and expenses which arise and are due and payable following the Effective Date. A true, correct and complete schedule of all such obligations is set forth on Schedule 9.4(i) attached hereto. Each Seller shall remain solely responsible for all Leasing Costs that are any such costs payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date Effective Date. Each Seller shall remain solely responsible for the tenant improvement costs and the cost of this Agreementcompleting landlord’s improvement obligations remaining unpaid or unsatisfied under the Leases as of Closing to the extent not credited to Purchaser at the Closing under Section 9.7, and such Seller’s obligation to pay same when due shall be a continuing obligation of such Seller which shall survive the Closing notwithstanding anything to the contrary contained herein. Purchaser shall assume each Seller’s obligation to pay any leasing commissions under the Leases or any Brokerage Agreements due and arising from any renewals, expansions or extensions of a Lease and which are set forth in such Leases or Brokerage Agreements (iior of which Purchaser is given notice thereof at least three (3) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, Business Days prior to the date end of this Agreementthe Due Diligence Period)(a true, correct and complete schedule of which is set forth on Schedule 9.4(ii) attached hereto), and (iii) amendments of an Existing Lease entered into prior such Seller shall pay by a credit to the date of this Agreement. If Purchaser at the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period an amount determined in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Section 9.7 hereof for any leasing commissions due under the Leases or New Leases, or (3) any renewals, extensions or expansions of, or Brokerage Agreements arising from the exercise execution and/or the initial term of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing DateLeases; provided, however, that Buyer each Seller shall have been provided remain solely responsible for such leasing commissions due under the details of all such Leasing Costs prior to Leases or any Brokerage Agreements arising from the Closing Date and approved execution and/or the same in writing. In addition, the Buyer shall assume the economic effect initial term of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (Leases to the extent unpaid) all Leasing Costs for which not credited to Purchaser at the Sellers are responsible pursuant to the foregoing provisionsClosing, and (subject such Seller’s obligation to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) same when due all Leasing Costs payable after shall be a continuing obligation of such Seller which shall survive the date of this Agreement and prior to Closing. Notwithstanding Closing notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii)contrary contained herein.

Leasing Costs. The Sellers shall (a) With respect to Space Leases entered into after the date of this Agreement in accordance with the terms hereof, or renewals or expansions of Space Leases after the date of this Agreement (including any renewals or expansions exercised pursuant to options contained in existing Space Leases), the Buyer will be responsible for all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, Expenses and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “"free rent” " or other concessions pertaining to the period from and after the Closing; providedClosing Date relating to such Space Leases (the foregoing, however"Buyer's Leasing Costs"). In addition, that Buyer shall have been provided be responsible for all Leasing Expenses and Buyer's Leasing Costs with respect to all Contemplated Leases more particularly set forth on Schedule F-2 hereto and all deferred tenant improvement work with respect to existing Space Leases more particularly set forth on Schedule F-3 hereof ("Deferred Tenant Improvements"). To the details extent that the Seller has paid any of all such the Buyer's Leasing Costs prior to Closing, the Purchase Price will be increased at Closing by the aggregate amount of such expenditures upon presentation by Sellers of an invoice therefor and reasonable evidence of payment thereof. The Buyer will pay all other Buyer's Leasing Costs as and when the same are due. Notwithstanding the foregoing, it is understood and agreed that, with respect to that certain that letter of credit (the "Letter of Credit") in the amount of Two Hundred Seventy Five Thousand Three Hundred Eighty Six Dollars ($275,386.00) (the "LC Amount") delivered by City Center pursuant to the terms of that certain Letter of Credit Agreement dated as of February 10, 1998 and executed by City Center (the "LC Agreement") (i) the Letter of Credit will not be terminated prior to Closing and at Closing, the Purchase Price due to Sellers shall be increased at Closing by an amount equal to the LC Amount, and (ii) promptly after the Closing, the parties shall reasonably cooperate with each other to facilitate the replacement of the Letter of Credit by Buyer and the return of the Letter of Credit (regardless of whether it was delivered by City Center or another entity) to Sellers. Upon a return of the Letter of Credit to Sellers, Sellers shall promptly deliver to Buyer that portion of the LC Amount that, as of the date said Letter of Credit is returned, has not been drawn upon, less all expenses, costs and other fees charged to Sellers in connection with said Letter of Credit after the Closing Date and approved Sellers reasonable out-of-pocket costs in connection with the same in writing. If, as Letter of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (Credit and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Propertiesreplacement thereof, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii)reasonable attorney's fees.

Leasing Costs. The Sellers shall be responsible for all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer (i) Seller shall be responsible and shall pay for (A) all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a costs of tenant improvement work or allowances, third-party leasing agentcommissions and other leasing costs (collectively, the “Leasing Costs”) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior relating to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect current term of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, those Leases executed as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Effective Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions[***], and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (aB) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs tenant improvement allowance, free rent and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after for 10398 Pacific Center Court (the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth “Vacant Building”) in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(iiExhibit K (“Vacant Building Costs”), and (ii) Buyer shall be responsible and shall pay for the Leasing Costs relating to or arising from (a) the exercise by any tenant, after the Effective Date, of a renewal, expansion or extension option contained in any of the Leases executed as of the Effective Date so long as such Leasing Costs are contemplated (i.e., there is a reference to the same) in the Lease (e.g., there is a fair market value determination of rent and concessions) and including broker commissions if it is a brokered transaction, provided that, for any options exercised prior to Closing, Seller shall promptly disclose to Buyer if a broker commission will be involved and if so, will cooperate with the Buyer to reasonably negotiate a “market” commission rate with such broker, if the rate was not already set; (b) any “New Leases” (as that term is defined in Section 9.2) entered into after the Effective Date in accordance with the terms of Section 9.2 so long as such Leasing Costs are expressly disclosed to Buyer in writing at the xxxx Xxxxxx requests Buyer’s consent for such New Lease under the provisions of Section 9.2, except with respect to a New Lease for the Vacant Building (as further set forth Section 8.6.1 below), and (c) any Leasing Costs which are specifically designated as being the responsibility of Buyer as set forth in Exhibit K attached hereto. For purposes hereof, Any Leasing Costs which are the term “Interim Period” shall mean the period from the date responsibility of this Agreement until Buyer which are paid by Seller prior to the Closing Date. On shall be reimbursed by Buyer to Seller at the Closing Datethrough the Escrow. If, on the Sellers Closing, there are any outstanding or unpaid Leasing Costs which are the responsibility of Seller as set forth herein, then on the Closing, Buyer shall deliver be entitled to a credit toward the payment of the Purchase Price at Closing in the amount of such unpaid Leasing Costs, and following the Closing (A) Buyer shall assume and be responsible for the payment of such Leasing Costs to the extent of such credit, (B) subject to Section 4.3.5 above, Seller shall assign to Buyer all Lease Termination Payments construction contracts that Seller is a party to relating to such outstanding Leasing Costs, and (C) Buyer shall indemnify, defend and hold harmless Seller for the failure to complete such work related to such outstanding Leasing Costs for which Buyer received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii)a credit.

Leasing Costs. The Sellers shall be responsible for all (a) Seller represents and warrants that there are no Leasing Costs in connection with the Leases that are payable by reason due and owing or unadvanced as of the Effective Date (i) including any leasing/commission agreement relating to the execution of an “Existing Lease” (i.e., a Lease Leases existing as of the date of this AgreementEffective Date), except (i) prior to in connection with the date of this AgreementCoStar Lease, as set forth in Section 5.7(b), (ii) the renewalas set forth in Schedule B, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior (iii) to the date of this Agreementextent set forth in the Foxhall Lease Amendment, and (iiiiv) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all such Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that as may become due and payable owing after Closing in connection with the renewal or extension of any Leases, as a result of (1) any provided in the Leases, All New Leases, (2) amendments entered into during Amendments, and Renewals executed between the Interim Period Effective Date and the Closing Date shall be submitted by Seller to Purchaser for review and approval in accordance with this Agreement to renewthe terms of Section 8.2 hereof (including disclosure of the details of leasing commissions, extendtenant improvement obligations, expand or otherwise amend Existing Leases or rent abatements and other landlord concessions). Any Leasing Costs associated with such New Leases, or (3) any renewals, extensions or expansions of, or Renewals and Amendments approved by Purchaser pursuant to Section 8.2 hereof shall be the exercise obligation of any other option under, Existing Leases or New Leases exercised by tenants during Seller unless Purchaser specifically agrees otherwise in writing to pay such expenses as part of its approval of the Interim Period or on or after same. To the Closing Date; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. Ifextent that, as of the Closing Date, there are any written or other agreements pertaining to Leasing Costs which under this Section are the Sellers shall have paid any obligation of the Purchaser to pay after the Closing, the Purchaser and Seller will, at the Closing, execute a mutually acceptable agreement whereby the Purchaser assumes the obligation to pay all of such Leasing Costs for which the Buyer Purchaser is responsible pursuant hereunder and will indemnify and hold Seller harmless with respect to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii)same.

Leasing Costs. The Sellers shall be responsible for all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions credited in escrow with any leasing commissions, tenant improvements or other allowances to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised paid by tenants during the Interim Period or Buyer on or after the Closing Date; providedDate with respect to the current term of any Relevant Lease (as defined in Paragraph 3 of Exhibit F) or Relevant Lease modification executed, howeveror any extension term or expansion of premises exercised, that Buyer in each case, shown on the Rent Rolls attached hereto as Exhibit C-1, and Seller shall have been provided pay on or ----------- before the details of Closing Date all such Leasing Costs items payable prior to the Closing Date. Seller shall be credited in escrow with an amount equal to (A) the amount of any leasing commissions, tenant improvements and other allowances paid by Seller after the Effective Date to the extent such items relate to new Leases or Lease modifications executed or extensions of terms or expansions of premises that are not shown on the Rent Rolls attached hereto as Exhibit C-1 and approved permitted ----------- under the same terms of this Agreement, multiplied by (B) a fraction in writing. In additionwhich the numerator is the number of months or partial months of the stabilized term (i.e., the Buyer shall assume term following the economic effect tenant's entry into occupancy and commencement of unabated rental obligations) of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to Lease following the Closing Date and approved the same denominator is the number of months or partial months in writingthe stabilized term of such Lease. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of assume all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs or other allowances payable following the Closing Date with respect to Leases or Lease modifications executed or extensions of terms or expansions of premises that are not shown on the Rent Rolls attached hereto as Exhibit C-1 and concessions for which are permitted under the ----------- terms of this Agreement. Any expenditures or commitments to expenditures relating to Leases and or modifications or extensions of terms or expansions of premises, in excess of the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date budgeted and approved as part of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges Buyer's approval of the Leases referenced on Schedule 3.3(g)(ii)Lease (where such approval is required) shall be subject to Buyer's specific approval, which shall not be unreasonably withheld and shall be deemed given if Buyer should fail to approve or disapprove such excess expenditure within five (5) business days following Seller's written request and delivery of material information reasonably necessary to allow Buyer to make an informed decision.

Leasing Costs. The Sellers shall be responsible for all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, (a) Seller shall be responsible and shall pay for the costs of tenant improvement work or allowances, third-party leasing commissions and free/abated rent inducements (collectively, the "Leasing Costs") relating to the currently existing term of those Leases executed as of the Effective Date and relating to any option, expansion or extension term to the Leases to the extent such option, expansion or extension was exercised prior to the Effective Date, including those Leasing Costs set forth in Exhibit "K" hereto, and (b) except as set forth in clause (a) above, Buyer shall be responsible and shall pay for all the Leasing Costs relating to or arising from (including commissions to i) the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with exercise by any tenant, after the Effective Date, of a third-party leasing agent) that become due renewal, expansion or extension option contained in any of the Leases executed as of the Effective Date; and payable as a result of (1ii) any New Leases, (2) amendments or modifications to Leases in effect as of the Effective Date, entered into during after the Interim Period Effective Date in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise terms of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Section 9.2 below. Any Leasing Costs which are the responsibility of Buyer which are paid by Seller prior to the Closing Date shall be reimbursed by Buyer to Seller at the Closing through the Escrow. If, on the Closing, there are any due and approved owing Leasing Costs which are the same responsibility of Seller as set forth herein, then on the Closing Buyer shall be entitled to a credit toward the payment of the Purchase Price at Closing in writing. In additionthe amount of such unpaid Leasing Costs, and following the Closing Buyer shall assume and be responsible for the economic effect payment of any “free such Leasing Costs to the extent of such credit (or, if such Leasing Cost is free/abated rent” or other concessions , then Buyer shall take the Leases subject to such free/abated rent pertaining to the period from and after the Closing; provided), howeverSeller shall assign to Buyer all construction contracts relating to such outstanding Leasing Costs, that and Buyer shall have been provided indemnify and defend Seller for the details of all failure to complete such Leasing Costs prior work related to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any such outstanding Leasing Costs for which the Xxxxx received a credit. Additionally, Buyer is responsible shall indemnify and defend Seller from any liability associated with any Leasing Costs which are Buyer's responsibility pursuant to this Section 8.5. This Section 8.5 shall survive the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii).

Leasing Costs. The Sellers At or prior to Closing, Seller shall be responsible pay any leasing commissions due and payable on or before the Closing Date. Additionally, at Closing, Seller shall give Buyer a credit for all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e.any other outstanding leasing commissions, a Lease existing as of tenant improvement costs, rent abatements, free rent and other similar concessions for any leases executed before the date of this Agreement) prior the Letter of Intent. Notwithstanding anything to the date of this Agreementcontrary in the previous sentences, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (and shall reimburse Seller at Closing for any amounts expended by Seller for) (i) leasing commissions and tenant improvement costs in connection with any extension or renewal of the term of a Lease exercised after the date of the Letter of Intent but before Closing in compliance with the provisions of Section 8.3 of this Agreement (including commissions without limitation, payment of the C&W Commission), to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due extent the term thereof is for periods from and payable as a result of (1) any New Leasesafter the Closing Date, (2ii) amendments entered into during leasing commissions and tenant improvement costs in connection with any new lease or Lease amendment executed by Seller after the Interim Period date of the Letter of Intent but before Closing in accordance compliance with the provisions of Section 8.3 of this Agreement (including without limitation, payment of the C&W Commission), to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during extent the Interim Period or on or term thereof is for periods from and after the Closing Date; providedand (iii) the C&W Commission for leases (including new leases, howeverrenewals, that extensions or expansions) entered into by Buyer or its successors or assigns within ninety (90) days after the Closing Date with tenants which C&W or their respective affiliates procured as prospects for the subject leased premises. Seller shall have been provided the details provide Buyer with a listing of all such Leasing Costs prior to tenant prospects (each a "Protected Tenant") and fee schedule at least 5 days before Closing for Buyer’s review and approval (the Closing Date "Protected Tenant List"). To the extent that Seller has given Buyer a credit for leasing commissions and approved the same in writing. In additiontenant improvement costs, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period indemnify and hold Seller harmless from and after the Closing; providedagainst any liability (including, howeverwithout limitation, that Buyer shall have been provided the details of all such Leasing Costs prior reasonable attorneys’ fees and costs) arising from Buyer’s failure to the Closing Date pay and approved the same in writing. Ifdisburse, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii)parties to which they are due.

Leasing Costs. The Sellers shall be responsible for all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions credited in escrow with any leasing commissions, tenant improvements or other allowances to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised paid by tenants during the Interim Period or Buyer on or after the Closing Date; providedDate with respect to the current term of any Relevant Lease (as defined in Paragraph 3 of Exhibit F) or Relevant Lease modification executed, howeveror any extension term or expansion of premises exercised, that Buyer in each case, shown on the Rent Rolls attached hereto as Exhibit C-1, ----------- and Seller shall have been provided pay on or before the details of Closing Date all such Leasing Costs items payable prior to the Closing Date. Seller shall be credited in escrow with an amount equal to (A) the amount of any leasing commissions, tenant improvements and other allowances paid by Seller after the Effective Date to the extent such items relate to new Leases or Lease modifications executed or extensions of terms or expansions of premises that are not shown on the Rent Rolls attached hereto as Exhibit ------- C-1 and approved permitted under the same terms of this Agreement, --- multiplied by (B) a fraction in writing. In additionwhich the numerator is the number of months or partial months of the stabilized term (i.e., the Buyer shall assume term following the economic effect tenant's entry into occupancy and commencement of unabated rental obligations) of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to Lease following the Closing Date and approved the same denominator is the number of months or partial months in writingthe stabilized term of such Lease. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of assume all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs or other allowances payable following the Closing Date with respect to Leases or Lease modifications executed or extensions of terms or expansions of premises that are not shown on the Rent Rolls attached hereto as Exhibit ------- C-1 and concessions for which are permitted under the terms of this --- Agreement. Any expenditures or commitments to expenditures relating to Leases and or modifications or extensions of terms or expansions of premises, in excess of the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date budgeted and approved as part of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges Buyer's approval of the Leases referenced on Schedule 3.3(g)(ii)Lease (where such approval is required) shall be subject to Buyer's specific approval, which shall not be unreasonably withheld and shall be deemed given if Buyer should fail to approve or disapprove such excess expenditure within five (5) business days following Seller's written request and delivery of material information reasonably necessary to allow Buyer to make an informed decision.

Leasing Costs. The Sellers shall be responsible At or prior to Closing for any Site, Seller will pay all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) prior to Closing with respect to the Existing Leases and any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) affecting such Site. If there are any renewals, extensions or expansions of, or the exercise unpaid Leasing Costs as of any other option under, applicable Closing Date on account of the then-current term of any Existing Leases or New Leases exercised by tenants during affecting such Site, then at such Closing, Buyer will receive a credit towards the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all Purchase Price for any such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, unpaid amounts known as of the Closing Date, Buyer will assume such obligations pursuant to the Sellers shall Assignment of Leases described in Section 5.3 below, and Seller will have paid no further responsibility for such costs or allowances for which Buyer is credited. Additionally, upon the occurrence of Closing as to any Site, pursuant to the Assignment of Leases, Buyer will assume any then outstanding obligations for Leasing Costs for which Buyer is responsible under this Agreement. To the extent that Seller is liable for any Leasing Costs for which Existing Leases, New Leases and Earnout Leases and any such Leasing Costs are not known, billed or discovered until after the Buyer is applicable Closing Date, Seller shall continue to be responsible pursuant therefor for a period of nine (9) months following the applicable Closing Date (provided, that any such Claims shall survive such nine (9) month period so long as a Claim Notice with respect thereto was delivered to Seller prior to the foregoing provisions, expiration of such period) and shall either reimburse Buyer for any such Leasing Costs or pay directly such Leasing Cost to the party to whom such amounts are due and shall indemnify Buyer shall reimburse the Sellers therefor at Closingfrom an against any Claims arising as a result of Seller’s failure to make such payments; provided, however, that Buyer in no event shall have been provided the details of all such Seller be responsible for cost overruns constituting Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable such cost overruns arise on account of matters occurring after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the applicable Closing Date. On The provisions of this Section will survive the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii)Closing.

Leasing Costs. The Sellers shall be responsible Seller agrees either to (i) pay or discharge at or prior to Closing or (ii) provide Purchaser with a credit against the Purchase Price for all leasing commissions, costs for tenant improvements, lease buyout costs, moving allowances, design allowances, and other costs, expenses and allowances incurred in order to induce a tenant to enter into a Lease or Lease renewal or extension or to induce a licensee to enter into a License Agreement (collectively, "Leasing Costs Costs") that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing with respect to Leases and License Agreements in force as of the date of this Agreement) or prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Effective Date; provided, however, that Buyer Seller shall have been provided the details no obligation to pay, and as of all such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer Purchaser shall assume the economic effect of any “free rent” or other concessions pertaining obligation to the period from and after the Closing; providedpay, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and with respect to any option to renew or option to expand that has not been exercised prior to the Effective Date, which obligation shall survive the Closing. Notwithstanding anything to the contrarycontrary set forth herein, Seller agrees to provide Purchaser with a credit against the Purchase Price for any Leasing Costs that have not been paid at or prior to Closing with respect to the Men's Wearhouse Lease, and Purchaser shall assume responsibility for the payment of such Leasing Costs after Closing. Additionally, as of Closing, Purchaser shall assume Seller's obligations for (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs that are due and payable with respect to Leases and License Agreements entered into by Seller with Purchaser's approval after the Effective Date, and (b) the Sellers shall be responsible (Leasing Costs incurred with respect to Leases and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due Lease renewals and payable after the Closing pursuant to any leasing or brokerage agreement relating extensions and License Agreements and License Agreement renewals and extensions executed subsequent to the Properties, including Effective Date. Notwithstanding anything to the Leasing and Brokerage Agreements, except as specifically contrary set forth in Section 3.3(g)(ii). In addition herein, with respect to the foregoingMen's Wearhouse Lease, Seller agrees that a portion of the sales proceeds will be withheld in escrow with Escrow Agent in an amount equal to the pro forma rent (including base rent and triple net charges), at Closingthe monthly rate provided for in the Men’s Wearhouse Lease (subject to adjustment post-Closing in connection with any re-measurement of the Men's Wearhouse premises, as more particularly provided in the Buyer shall be responsible (and shall reimburse the Sellers at Closing) Men's Wearhouse Lease), for the leasing commissionsfirst full lease year commencing on the later of (i) the rental commencement date thereunder, tenant improvement costs and concessions or (ii) the expiration of any applicable rent abatement period, to be held in escrow for the Leases and the amounts set forth period commencing on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement Closing and continuing until the date on which payment of full base rent and triple net charges are projected to commence under such Lease. Such escrowed amounts will be held and disbursed by Escrow Agent in accordance with the terms and conditions of an escrow holdback agreement to be agreed upon by Seller and Purchaser prior to Closing Date. On (the "Lease Escrow Agreement"), which will provide for the following disbursement: (1) Purchaser will receive an amount equal to the monthly rent that would have been payable to landlord if rent had actually commenced under the Men's Wearhouse Lease as of the Closing DateDate (the "Lost Rent"), and (2) Seller will receive the balance of the escrowed funds after disbursement of the Lost Rent to Purchaser. For example, if (A) the monthly amount of rent under the Men's Wearhouse Lease was $10,000, (B) the actual rent commencement date (after the expiration of any applicable rent abatement period) was February 1, 2015, and (C) the Closing Date occurred on October 1, 2014, the Sellers shall deliver to following would apply: (1) the Buyer all Lease Termination Payments received by or on behalf escrowed amount would be $120,000, (2) the Lost Rent would be $40,000 ($10,000 x 4 months), and (3) Seller would receive the balance of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii)$80,000.

Leasing Costs. The Sellers Subject to the provisions of this Section 10.8, Seller shall be responsible for all Leasing Costs that are payable by reason relating to Space Leases or renewals, amendments, expansions and extensions of (i) the execution of an “Existing Lease” (i.e.Space Leases, a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, entered into or the exercise of any other option under, an Existing Leasewhich first become binding, prior to the date of this AgreementAgreement and all Leasing Costs relating to Space Leases or renewals, amendments, expansions and (iii) amendments extensions of an Existing Lease Space Leases entered into prior to or which first become binding, after the date of this AgreementAgreement if same was not approved or deemed approved by Buyer in accordance with and to the extent required by subsection 3.4(c) (“Seller’s Leasing Costs”). If the Closing occursExcept as set forth in this Section 10.8, the Buyer shall be responsible for the Leasing Costs set forth on Schedule 3.4(c) and all other Leasing Costs other than Seller’s Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due “Buyer’s Leasing Costs”), and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other rent credit or other concessions pertaining to the period from and after the Closing Date and expressly disclosed in the Space Leases. If prior to Closing; provided, howeverSeller has paid any of Buyer’s Leasing Costs, Seller shall receive a credit to be added to the Purchase Price equal to the amount so paid by Seller but not in an amount in excess of the projected expenses set forth on Schedule 3.4(c). To the extent that prior to Closing Seller enters into, amends, extends, or renews any of the leases set forth on Schedule 3.4(c) (the “New Space Leases”) and Buyer’s Leasing Costs for brokerage commissions, tenant improvements allowances, free rent or other economic concessions for any such New Space Lease are (i) in excess of the amounts set forth on Schedule 3.4(c), then if Seller has not already paid such expenses Buyer will get a credit to the extent that such expenses exceed the amounts on Schedule 3.4(c) and (ii) less than the amounts set forth on Schedule 3.4(c), Seller will get a credit to the extent that such expenses are less than the amounts on Schedule 3.4(c). Notwithstanding anything in this Section 10.8 to the contrary, but subject to the preceding sentence relating to New Space Lease, Buyer shall have been provided be responsible for all Leasing Costs relating to renewals, amendments, expansions and extensions of Space Leases, in each case to the details of all extent such Leasing Costs prior relate to renewal, expansion or extension rights of tenants under such Space Leases that are exercised or amendments that are entered into, after the Closing Date and approved date of this Agreement. To the same in writing. If, extent any Seller’s Leasing Costs have not been fully paid as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual against the Purchase Price in the amount of the balance of the Seller’s Leasing Costs remaining to be paid and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees assume all obligations of Seller to pay the balance of the Seller’s Leasing Costs as to which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (have received such credit and to perform the obligations associated with the same. The obligations of Buyer under this Section 10.8 shall reimburse survive the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii).

Leasing Costs. The Sellers shall be responsible for all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (and shall reimburse Seller at Closing for any amounts expended by Seller for) (i) leasing commissions and tenant improvement costs in connection with any extension or renewal of the term of a Lease exercised after the Contract Date but before Closing in compliance with the provisions of Section 8 of this Agreement (including commissions without limitation, payment of the JR Axxxxxxx Commission), to the Sellers’ in-house leasing agents that extent the term thereof is for periods from, including and after the Closing Date and the commission obligations and tenant improvement costs are customary arms-length terms that would set forth in the applicable Leases and/or Commission Agreements or otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leasesdisclosed in writing to Buyer by Seller prior to the Inspection Date, (2ii) amendments entered into during leasing commissions and tenant improvement costs in connection with any new lease or Lease amendment executed by Seller after the Interim Period Contract Date but before Closing in accordance compliance with the provisions of Section 8 of this Agreement (including without limitation, payment of the JR Axxxxxxx Commission), to renewthe extent the term thereof is for periods from, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or including and after the Closing Date; providedand (iii) the JR Axxxxxxx Commission for leases (including new leases, howeverrenewals, that extensions or expansions) entered into by Buyer shall have been provided the details of all such Leasing Costs prior to or its successors or assigns within ninety (90) days after the Closing Date with tenants which Seller, Jxxxxxx X. Xxxxxxxx Real Estate, Inc., or their affiliates procured as prospects for the subject leased premises and approved the same in writing. In additionwhich Seller, the Buyer shall assume the economic effect of any “free rent” Jxxxxxx X. Xxxxxxxx Real Estate, Inc., or other concessions pertaining affiliates exchanged bona fide written proposals to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all lease such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and premises prior to Closing. Notwithstanding anything Exhibit V is a listing of all tenant prospects described in the immediately preceding clause (iii) (each a "Protected Tenant") (the "Protected Tenant List"). Seller shall provide Buyer with an updated Protected Tenant List no later than the date that is three (3) Business Days prior to Closing along with a copy of the contrarybona fide written proposals exchanged by the proposed Tenant and Jxxxxxx X. Xxxxxxxx Real Estate, (a) Inc., or its affiliates. Exhibit O is a schedule showing all Tenant Inducement Costs under the Leases. To the extent Seller has not paid, on or before Closing, all Tenant Inducement Costs relating to Leases in effect as of the Contract Date, Buyer shall receive a credit at Closing for any unfunded contractual Leasing all such unpaid Tenant Inducement Costs and (b) the Sellers shall be responsible (and the thereafter, Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due pay such costs. Without limiting the foregoing, Seller and payable after Buyer agree that at Closing, Buyer shall receive a credit in the Closing pursuant to any leasing or brokerage agreement relating to amount of the Properties, including then remaining free rent under the Leasing and Brokerage Agreements, except as specifically Leases identified in the attached Exhibit D-1 in the amount set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii)Exhibit D-1.

Leasing Costs. The Sellers Buyer shall be responsible for all Leasing Costs that are payable credited in escrow ------------- with any leasing commissions, tenant improvements or other allowances to be paid or endured by reason of (i) Buyer on or after the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior Closing Date with respect to the date current term of this Agreement, (ii) the renewal, extension, expansion ofany Lease or Lease modification executed, or the exercise any extension term or expansion of any other option underpremises exercised, an Existing Leasein each case, prior to the date of this AgreementAgreement including the In-Negotiation Leases, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If Sellers shall pay on or before the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of Date all such Leasing Costs items required to be paid, and with respect to a period, prior to the Closing Date and approved the same Date. Sellers shall be credited in writing. In additionescrow with any leasing commissions, the Buyer shall assume the economic effect of any “free rent” tenant improvement or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs allowances paid or endured by Sellers prior to or during the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (Contract Period to the extent unpaid) all Leasing Costs for which the Sellers such items relate to other Leases or Lease modifications executed or extensions of terms or expansions of premises that are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable exercised after the date of this Agreement (other than In-Negotiation Leases) with Buyer's consent or deemed consent as set forth herein and prior are equitably allocable to Closingthat portion of the stabilized term (i.e. the term following the tenant's entry into occupancy and commencement of unabated rental obligations) of any such Lease following the Closing Date. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing assume all obligations for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for or other allowances payable following the Closing Date with respect to such Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from or Lease modifications executed following the date of this Agreement until (other than In-Negotiation Leases). Any expenditures or commitments to expenditures relating to Leases or modifications executed following the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf date of this Agreement in excess of the Sellers from amounts budgeted and after the date hereof, except, however, the Buyer acknowledges approved as part of Buyer's approval of the Leases referenced on Schedule 3.3(g)(ii)Lease shall be subject to Buyer's specific approval which shall not be unreasonably withheld.

Leasing Costs. The Sellers shall be responsible for all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, (i) Seller shall be responsible and shall pay for the costs of tenant improvement work or allowances, third-party leasing commissions and other leasing costs (collectively, the “Leasing Costs”) relating to the initial term of those Leases executed as of the Effective Date, the outstanding amounts of which are set forth on Exhibit K hereto, as such exhibit may be modified and agreed upon between the parties prior to the Contingency Date, and are designated as being the obligation of Seller, and (ii) Buyer shall be responsible and shall pay for all the Leasing Costs relating to or arising from (including commissions to a) the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with exercise by any tenant, after the Effective Date, of a third-party leasing agent) that become due and payable renewal, expansion or extension option contained in any of the Leases executed as a result of the Effective Date; (1b) any New Leases, Leases (2including modifications to Leases in effect as of the Effective Date) amendments entered into during after the Interim Period Effective Date in accordance with this Agreement to renewthe terms of Section 9.2, extendbelow, expand or otherwise amend Existing Leases or New Leases, or and (3c) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Leasing Costs which are specifically designated as being the responsibility of Buyer as set forth in Exhibit K hereto. Any Leasing Costs which are the responsibility of Buyer which are paid by Seller prior to the Closing Date shall be reimbursed by Buyer to Seller at the Closing through the Escrow, provided that Seller shall have delivered to Buyer and approved Escrow Holder evidence of such payments and such other documents as may be reasonably requested by Buyer, including, without limitation, commercially reasonable construction lien releases and/or waivers from contractors with respect to such payments, if applicable. If, on the same Closing, there are any outstanding or unpaid Leasing Costs which are the responsibility of Seller as set forth herein, then on the Closing Buyer shall be entitled to a credit toward the payment of the Purchase Price at Closing in writing. In additionthe amount of such unpaid Leasing Costs, and following the Closing (A) Buyer shall assume and be responsible for the economic effect payment of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date extent of such credit, (B) Seller shall assign to Buyer all construction contracts relating to such outstanding Leasing Costs, and approved (C) Buyer shall indemnify, defend and hold harmless Seller for the same in writing. If, as of the Closing Date, the Sellers shall have paid any failure to complete such work related to such outstanding Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive received a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii)credit.

Leasing Costs. Seller shall receive a credit at the Closing for all leasing costs, including tenant improvement costs and allowances, and its pro-rata leasing commissions, previously paid by Seller in connection with any Lease or modification to an existing Lease which was entered into after the Effective Date and which is approved or deemed approved by Buyer pursuant to this Agreement, which approval included approval of the tenant improvement costs. The Sellers Seller’s pro-rata share shall be responsible equal to a fraction which has as its numerator the number of months left in the base term of the Lease after the Closing and which has as its denominator the number of months in the base term of the Lease. Seller shall pay for all Leasing Costs tenant improvement allowances and leasing commissions and other leasing costs with respect to the premises leased as of the Effective Date by the Tenants pursuant to the Tenant Leases in effect as of the Effective Date, and will grant to Buyer a credit toward the Purchase Price at Closing for any such improvement allowances, free rent, leasing commissions or other leasing costs which are unpaid as of the Closing or apply to periods after the Closing, but only if and to the extent such leasing costs were not shown in the property revenue proforma as delivered to Buyer prior to the Effective Date. For purposes of clarification only, it is understood and agreed that are payable Buyer will receive a credit at closing for any tenant improvement costs (as determined and agreed upon by reason Buyer and Seller), tenant improvement allowances or leasing commissions attributable to Leases in effect as of (i) the execution of an “Existing Lease” (i.e., a Lease existing Effective Date which remain unpaid or outstanding as of the date of this Agreement) prior Closing, and, in connection with any such credits granted to the date of this AgreementBuyer at Closing, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, Seller and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible agree upon the terms of Buyer’s assumption of the legal and monetary responsibility for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period work and/or obligations arising from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii).

Leasing Costs. The Sellers (a) Transferors jointly and severally agree to pay and indemnify Transferees in respect of all leasing commissions, costs of tenant alterations and improvements performed or to be performed for Tenants at the expense of the landlord thereof (or allowances payable by the landlord in lieu thereof), moving and other allowances and inducements, if any, fees and disbursements of architects, engineers and attorneys and any other inducements, allowances or credits (collectively "Leasing Costs") in respect of (i) all Leases and Lease amendments which were fully executed and delivered on or prior to the date hereof and (ii) all proposed leases and lease amendments identified on Schedule 6.02 that are executed and delivered after the date hereof; provided, however, that (A) if a proposed lease or lease amendment identified on Schedule 6.02 is executed and delivered after the Closing Date, Transferors shall not be obligated to pay any Leasing Costs associated therewith in excess of the Leasing Costs set forth on Schedule 6.02 unless such excess Leasing Costs are provided for in a written agreement executed by either Transferor prior to the Closing Date and such written agreement was not approved or deemed approved by Transferees as provided in Section 11.04 and (B) Transferees, rather than Transferors, shall be responsible for all Leasing Costs that are payable by reason in respect of (i) any Lease renewal or extension which occurs pursuant to the execution of an “Existing Lease” (i.e., a Lease existing as of exercise after the date hereof of this Agreement) any Tenant's renewal or extension option under any Lease which was fully executed and delivered on or prior to the date of this Agreement, (ii) hereof provided such renewal or extension did not require the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii)Joint Venture's consent.

Leasing Costs. The Sellers As of Closing, Purchaser shall assume (a) those abatements (excluding any abatements for any period prior to Closing) and Leasing Costs set forth in the column entitled “Less: Purchaser Obligations” on Exhibit R attached hereto, (b) the obligation to pay those Leasing Costs set forth in the column entitled “Estimated Net Seller Credit Due to Purchaser at Closing” on Exhibit R attached hereto for which Purchaser shall receive a credit from Seller at Closing, (c) Seller’s obligations for all [***] Leasing Costs (defined below), and (d) to the extent that Seller has incurred, or will incur prior to Closing, any Leasing Costs or rent abatements (excluding any abatements for any period prior to Closing) attributable to any new Leases or Licenses (including, without limitation, any [***] Leasing Costs), or amendments, renewals or extensions thereof executed after [***] (the “Leasing Costs Cutoff Date”), Purchaser shall pay Seller at Closing for such Leasing Costs (provided, with respect to any new Leases or Licenses, or amendments, renewals or extensions thereof for which Purchaser has approval rights pursuant to Section 6.1.3, Purchaser’s obligation to pay Seller at Closing for such Leasing Costs shall be responsible for all limited to those Leasing Costs that are payable by reason of (iPurchaser has approved or deemed approved pursuant to Section 6.1.3) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) and rent abatements. The parties acknowledge that Exhibit R will be updated prior to the date Closing Date to reflect any reductions in the applicable Leasing Costs to be credited to Purchaser at Closing because of this Agreement, (ii) the renewal, extension, expansion of, payments by Seller on or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer (1) Seller shall have been provided the details of all such Leasing Costs prior no obligation to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of provide to Purchaser any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual rent abatements under Leases, and (2) Seller shall have no obligation to pay, and as of Closing Purchaser shall assume the obligation to pay, all Leasing Costs and (b) the Sellers provided, with respect to any new Leases or Licenses, or amendments, renewals or extensions thereof for which Purchaser has approval rights pursuant to Section 6.1.3, Purchaser’s obligation to pay Seller at Closing for such Leasing Costs shall be responsible (and the Buyer shall not be responsible) for any leasing commissions limited to those Leasing Costs that Purchaser has approved or brokerage fees which become due and payable after the Closing deemed approved pursuant to Section 6.1.3) payable with respect to any leasing option to renew or brokerage agreement relating option to expand that has not been exercised prior to the PropertiesLeasing Costs Cutoff Date, including which obligation shall survive the Closing. As used herein, “Leasing and Brokerage AgreementsCosts” means, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoingcollectively, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the all leasing commissions, costs for tenant improvement costs improvements, lease buyout costs, moving allowances, design allowances, legal fees and concessions for other out-of-pocket costs, expenses and allowances incurred in order to induce a tenant to enter into a Lease or Lease amendment, renewal or extension or to induce a licensee to enter into a License Agreement. As used herein, “[***] Leasing Costs” means all Leasing Costs listed on Exhibit J hereto in connection with (A) [***], and (B) [***] (the Leases documents referenced in clauses (A) and (B) being collectively referred to herein as the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii[***] Expansion”).

Leasing Costs. The Sellers Seller shall be responsible for paying all Leasing tenant inducement costs, including, without limitation, tenant improvements, contractual free rent and leasing commissions (collectively, “Tenant Inducement Costs”), associated with (i) any existing Lease, or any expansion, modification or renewal of any existing Lease, executed by Seller prior to the Effective Date (“Existing Leases”), and (ii) all pending Leases identified on Exhibit 3.4 to the extent they are executed by Seller and tenant prior to Closing (“Pending Leases”). Buyer shall receive a credit at Closing or at the option and election of the Buyer, Seller shall fund a cash escrow for any Tenant Inducement Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) Seller’s responsibility but have not been satisfied at or prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this AgreementClosing. If Buyer acquires the Closing occursProject, the Buyer shall be responsible for paying all Leasing Tenant Inducement Costs associated with (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agentA) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing all new Leases or New Leasesany expansions, modifications or (3) any renewals, extensions or expansions of, or the exercise renewals of any Lease (other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs than those for which the Buyer Seller is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations as set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable which is approved by Buyer and executed after the date Effective Date and (B) any cost or expense related to any Lease expansion, Lease renewal or up fit/improvement obligation that becomes due after the Effective Date pursuant to provision of this Agreement and prior to Closingan Existing Lease that does not require the consent or approval of the lessor. Notwithstanding anything to the contrary, (a) the Buyer Seller shall receive a credit at Closing for any unfunded contractual Leasing Tenant Inducement Costs and (b) paid by Seller that are obligations of Buyer hereunder. If any Pending Lease is not executed by the Sellers shall be responsible (Seller and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant prospective tenant thereunder prior to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers Purchase Price will be reduced by a maximum of $ ($ for Federal Express and $ for Boston Xxxxxx) and this amount shall deliver be placed in escrow with the Title Company to be held in escrow for a period of six (6) months. Seller and Buyer shall cooperate and use commercially reasonable good faith efforts to obtain execution of each Pending Lease during said six (6) month period. In the event a Pending Lease is executed during such period, the escrowed funds relating to such Pending Lease shall be released to Seller. If any Pending Lease is not executed prior to the Buyer all Lease Termination Payments received by or on behalf expiration of the Sellers from and after the date hereof, except, howeversix (6) month period, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii)escrowed funds relating thereto shall be released to Buyer.

Leasing Costs. The Sellers Seller shall be responsible for all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this AgreementEffective Date) prior to the date of this AgreementOctober 14, 2011, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this AgreementOctober 14, 2011, and (iii) amendments of an Existing Lease entered into prior to the date of this AgreementOctober 14, 2011. If the Closing occurs, the Buyer and Seller shall be responsible for (A) all Leasing Costs (including commissions to the Sellers’ Seller’s in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Escrow Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or extensions, expansions ofor, or of the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period Escrow Period, in each case prorated to reflect Buyer and Seller’s period of ownership; and (B) all Leasing Costs as a result of renewals, extensions, expansions, or the exercise of any other option, occurring on or after the Closing Date; providedDate of Existing Leases or New Leases prorated to reflect Buyer and Seller’s period of ownership. Notwithstanding anything to the contrary herein, howeverto the extent Buyer has been presented with and has approved all of the business terms and the final execution versions or executed versions of the lease documents and leasing commission agreements relating to the proposed new Leases set forth on Schedule 10.7, that the Buyer shall have been provided the details of agrees to be responsible for all such Leasing Costs prior to the Closing Date and approved the same in writingassociated therewith. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers Seller shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor Seller therefore at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers Seller shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are Seller is responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers Seller shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) responsible for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii3.3(h)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Escrow Period” ”) shall mean the period from the date of this Agreement October 14, 2011 until the Closing Date. On the Closing Date, the Sellers Seller shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Seller. Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii3.3(h)(ii).

Leasing Costs. The Sellers shall be responsible for all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, (a) Seller shall be responsible and shall pay for the costs of tenant improvement work or allowances, third-party leasing commissions, legal fees and other leasing costs (collectively, the “Leasing Costs”), as shown on Exhibit “L” attached hereto, relating to the initial term of those Leases executed as of the Effective Date, and (b) Buyer shall be responsible and shall pay for all the Leasing Costs relating to or arising from (including commissions to i) the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with exercise by any tenant, after the Effective Date, of a third-party leasing agent) that become due renewal, expansion or extension option contained in any of the Leases executed as of the Effective Date; and payable as a result of (1ii) any New Leases, (2) amendments or modifications to Leases in effect as of the Effective Date, entered into during after the Interim Period Effective Date in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise terms of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Section 9.2 below. Any Leasing Costs which are the responsibility of Buyer which are paid by Seller prior to the Closing Date and approved the same in writing. In addition, the shall be reimbursed by Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to Seller at the Closing Date and approved the same in writingthrough escrow with Escrow Holder. If, as of on the Closing Date, there are any outstanding or unpaid Leasing Costs which are the Sellers responsibility of Seller as set forth herein, then on the Closing Buyer shall have paid any be entitled to a credit toward the payment of the Purchase Price at Closing in the amount of such unpaid Leasing Costs, and following the Closing Buyer shall assume and be responsible for the payment of such Leasing Costs to the extent of such credit, Seller shall assign to Buyer all construction contracts relating to such outstanding Leasing Costs, and Buyer shall indemnify and defend Seller for the failure to complete such work related to such outstanding Leasing Costs for which the Buyer is responsible received a credit. Buyer hereby acknowledges and agrees that pursuant to the foregoing provisions(A) that certain Lease Agreement dated as of October 18, the Buyer shall reimburse the Sellers therefor at Closing; provided2001, howeverby and between Aetna Life Insurance Company, that Buyer shall have been provided the details of all such Leasing Costs prior as predecessor-in-interest to Seller, and Cepheid, as amended, with respect to the Closing Date Real Property located at 000 Xxxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx, (B) that certain Standard Office Lease dated as of November 16, 2011, by and approved the same in writing. The Sellers shall pay (or cause to be paid)between Seller and Cepheid, prior to Closingas amended, or credit the Buyer at Closing (with respect to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisionsReal Property located at 000-000 Xxxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx, and (subject C) that certain Standard Office Lease dated as of July 13, 2009, by and between Seller and Cepheid, as amended, with respect to the reimbursement obligations set forth aboveReal Property located at 0000 Xxxxxxx Xxxx Drive, Sunnyvale, California (each, a “Cepheid Lease” and collectively, the “Cepheid Leases”), Cepheid is entitled to tenant improvement allowances and free rent in the Sellers shall pay aggregate amount of $2,382,422 (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing“Cepheid TI/Free Rent Amount”). Notwithstanding anything to the contrarycontrary herein, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after if the Closing pursuant to any leasing or brokerage agreement relating to the Propertiesoccurs, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be credited an amount equal to the Cepheid TI/Free Rent Amount against the Purchase Price, and Buyer shall (1) assume and be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, payment of all such tenant improvement costs and concessions for the Leases allowances and the amounts set forth on Schedule 3.3(g)(iicompliance with all such free rent obligations under the Cepheid Leases, and (2) attached hereto. For purposes hereofindemnify, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers defend and hold Seller free and harmless from and after against any and all claims arising from or related to tenant improvement allowances and/or free rent obligations under the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii)Cepheid Leases.

Leasing Costs. The Sellers Seller shall be responsible for all Leasing Costs that are payable by reason of (i) the execution of a Space Lease in existence as of the Effective Date (an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement”), (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this AgreementEffective Date, and (iii) amendments of an Existing Lease entered into prior to the date of this AgreementEffective Date (collectively, “Seller’s Leasing Costs”). If the Closing occurs, the Buyer shall be responsible for the payment (or, in the case of any amounts payable prior to Closing, the reimbursement to Seller) of all other Leasing Costs, including (A) all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable (whether before or after Closing) as a result of (1) any Space Lease entered into by Property Owner with respect to the Property on or after the Effective Date subject to the terms of this Agreement (each, a “New Lease” and collectively, “New Leases”), (2) amendments entered into during the Interim Period in accordance with period from (and including) the Effective Date until the earlier of the Closing or termination of this Agreement, subject to the terms of this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants Tenants during the Interim Period period from (and including) the Effective Date until the Closing Date, and (4) the Leasing Costs set forth on Schedule 11.6(a-2); and (B) all Leasing Costs as a result of renewals, extensions, expansions, or the exercise of any other option, occurring on or after the Closing Date; providedDate of Existing Leases or New Leases (collectively, however, that Buyer shall have been provided the details of all such “Buyer’s Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writingCosts”). If, as of the Closing Date, the Sellers Seller or any Acquired Entity shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisionsare Buyer’s Leasing Costs, the Buyer shall reimburse the Sellers Seller therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers Seller shall pay (or cause to be paid), ) prior to Closing, Closing or credit the Buyer at Closing (to the extent unpaid) ), all Leasing Costs for that remain unpaid or outstanding as of the Closing Date which the Sellers are responsible pursuant to the foregoing provisionsSeller’s Leasing Costs and, and (subject to the reimbursement obligations set forth above), the Sellers Seller shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement Effective Date and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii).

Leasing Costs. The Sellers shall be responsible Seller agrees to pay or discharge at or prior to Closing all leasing commissions, costs for all tenant improvements, lease buyout costs, moving allowances, design allowances, legal fees and other costs, expenses and allowances incurred in order to induce a tenant to enter into a Lease or Lease renewal or extension (collectively, “Leasing Costs Costs”) that are due and payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing prior to Closing with respect to Leases in force as of the date of this Agreement) or prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Effective Date; provided, however, that Buyer Seller shall have been provided no obligation to pay, and as of Closing Purchaser shall assume the details of obligation to pay, all such Leasing Costs payable with respect to any option to renew or option to expand that has not been exercised prior to the Closing Date and approved Effective Date, which obligation shall survive the same in writingClosing. In additionAdditionally, the Buyer as of Closing, Purchaser shall assume Seller’s obligations for (a) Leasing Costs that are due and payable after Closing with respect to Leases in force as of or prior to the economic effect Effective Date, and (b) Leasing Costs incurred with respect to Leases and Lease renewals and extensions executed subsequent to the Effective Date. Notwithstanding the foregoing, (1) for tenant Pure Bikram Yoga, if (A) Seller has not advanced to such tenant $109,025 (the “Yoga TI Allowance”) for the improvement allowance under Article V of any Exhibit C of the Lease with such tenant, then Purchaser shall receive a credit against the Purchase Price in an amount equal to that portion of the Yoga TI Allowance that Seller has not advanced to such tenant, (B) such tenant has not commenced the payment of full minimum rent and triple net charges as of Closing, then Purchaser shall receive a credit against the Purchase Price in an amount equal to the minimum rent and all triple net charges that would have been applicable had rent commenced under such Lease for the remaining “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all under such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisionsLease, and (subject C) if Seller has not advanced the full amount of leasing commissions owing to brokers in connection with the reimbursement obligations set forth above)initial term of such Tenant’s lease, the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer then Purchaser shall receive a credit at Closing for any unfunded contractual Leasing Costs against the Purchase Price in an amount equal to the unpaid portion of such leasing commission, and (b) the Sellers shall be responsible (and the Buyer shall not be responsible2) for any leasing commissions or brokerage fees which become due tenant Pxxxx Xxxxxx and payable after Jxxx Xxxx, if (A) Seller has not advanced to such tenant $45,000 (the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing“Nail Salon TI Allowance”) for the leasing commissionsimprovement allowance under Article V of Exhibit C of the Lease with such tenant, then Purchaser shall receive a credit against the Purchase Price in an amount equal to that portion of the Nail Salon TI Allowance that Seller has not advanced to such tenant, (B) such tenant improvement costs and concessions has not commenced the payment of full minimum rent as of Closing, then Purchaser shall receive a credit against the Purchase Price in an amount equal to the minimum rent that would have been applicable had rent commenced under such Lease for the Leases remaining “free rent” period under such Lease, and (C) if Seller has not advanced the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereoffull amount of leasing commissions owing to brokers in connection with the initial term of such Tenant’s lease, then Purchaser shall receive a credit against the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver Purchase Price in an amount equal to the Buyer all Lease Termination Payments received by or on behalf unpaid portion of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii)such leasing commission.

Leasing Costs. The Sellers Seller shall be responsible for the payment of all Leasing Costs that are incurred or payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior at any time with respect to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of in connection with any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease Non-Buyer Leases entered into prior to the date Effective Date to the extent such Leasing Costs remain unpaid as of this Agreementthe Closing Date (“Seller Leasing Costs”). If the Closing occurs, the Buyer shall be responsible for the payment (or, in the case of any amount payable prior to Closing, the reimbursement to such Seller) of all Leasing Costs incurred in connection with (including commissions i) all Leases with Buyer or any of its affiliates (whether or not such Leasing Costs are incurred prior to or after the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of Effective Date), (1ii) any New LeasesLeases entered into in accordance with the terms hereof after the Effective Date, (2iii) amendments agreements entered into during the Interim Escrow Period in accordance with this Agreement to renew, extend, expand expand, or otherwise amend Existing Leases or New Leases, or Leases and (3iv) any renewals, extensions extensions, or expansions of, or the exercise of any other option under, Existing under any Leases or New Leases exercised by tenants during the Interim Period or on or from and after the Closing Effective Date; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume take the economic effect of Leases subject to any contractual “free rent” or other concessions pertaining periods, subject to the period from and after the Closing; provided, however, that Buyer shall have been provided the details first sentence of all this clause (e) (other than such Leasing Costs prior that constitute “free rent” applicable to renewals, extensions or otherwise Buyer’s responsibility under the Closing Date and approved the same in writingremaining provisions of this clause (e)). If, as of the Closing Date, the Sellers a Seller shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers such Seller therefor at Closing; provided. For the avoidance of doubt, however, that Buyer shall have been provided the details payment by Seller of all such Seller Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to not be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement Basket Limitation and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically Cap Limitation set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii).10.2.2

Leasing Costs. The Sellers USRP Entities shall be responsible for all Leasing Costs that are payable credited with any leasing commissions, tenant improvements or other allowances to be paid or endured by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of USRP Entities on or after the date of this Agreement) prior Closing Date with respect to the date current term of this Agreement, (ii) the renewal, extension, expansion ofany Lease or Lease modification executed, or the exercise any extension or renewal term or expansion of any other option underpremises exercised, an Existing Leasein each case, prior to the date of this Agreement (other than any In-Negotiation Leases executed prior to the Closing Date, which shall be treated as set forth below), and the FW Entities shall pay on or before the Closing Date all such items payable prior to the Closing Date. The FW Entities shall be credited with any leasing commissions, tenant improvement or other allowances paid or endured by the FW Entities prior to the Closing Date to the extent such items relate to (i) the In-Negotiation Leases or (ii) other Leases or Lease modifications executed or extensions of terms or expansions of premises that are exercised during the period between the date of this Agreement and Closing and permitted under the terms of this Agreement, but in each case only to the extent equitably allocable to that portion of the stabilized term (i.e., the term following the tenant's entry into occupancy and (iiicommencement of unabated rental obligations) amendments of an Existing any such Lease entered into prior following the Closing Date. The USRP Entities shall assume all obligations for any leasing commissions, tenant improvement and other allowances payable following the Closing Date with respect to the In-Negotiation Leases to the extent equitably allocable to that portion of the stabilized term of any such In-Negotiation Lease or such other Leases or Lease modifications executed or extensions of terms or expansions of premises that are exercised following the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand Any expenditures or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii).commitments to

Leasing Costs. The Sellers shall be responsible for all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the applicable Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the applicable Closing Date; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the applicable Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the applicable Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the applicable Closing Date and approved the same in writing. If, as of the applicable Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at applicable Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the applicable Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to applicable Closing, or credit the Buyer at applicable Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to applicable Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at applicable Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the applicable Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at applicable Closing, the Buyer shall be responsible (and shall reimburse the Sellers at applicable Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the applicable Closing Date. On the applicable Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii).

Leasing Costs. Seller shall receive a credit at the Closing for all leasing costs, including tenant improvement costs and allowances, and its pro-rata leasing commissions, previously paid by Seller in connection with any Lease or modification to an existing Lease which was entered into after the Effective Date and which is approved or deemed approved by Buyer pursuant to this Agreement, which approval included approval of the tenant improvement costs. The Sellers Seller's pro-rata share shall be responsible for all equal to a fraction which has as its numerator the number of months left in the base term of the Lease after the Closing and which has as its denominator the number of months in the base term of the Lease. Except as to any such costs that are expressly identified as Buyer's Leasing Costs pursuant to the following paragraph, Seller shall bear all tenant improvement costs (for the purposes of this Agreement, references to "tenant improvement costs" shall be deemed to include any base building work required in connection with such tenant improvements) and leasing commissions related to all Leases executed prior to the Closing Date (the obligations of Seller for such costs and such work are referred to herein as "Seller's Leasing Costs"). To the extent that any of Seller's Leasing Costs are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing not fully paid or performed as of the date of this Agreement) prior to , then, at Seller's election, Seller will either pay them at Closing or will give Buyer a credit at Closing in the date amount of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all such Seller's Leasing Costs (including commissions to the Sellers’ in-house leasing agents provided that are customary arms-length terms that would otherwise be negotiated with if Buyer receives a third-party leasing agent) that become due and payable as a result credit for all or any portion of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Seller's Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the then Buyer shall assume the economic effect of any “free rent” or other concessions pertaining obligation to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all pay such Seller's Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(iiCosts).

Leasing Costs. The Sellers (a) Seller shall pay and indemnify Purchaser in respect of all unpaid leasing commissions, costs of tenant alterations and improvements performed or to be responsible performed for all Leasing Costs that are Tenants at the expense of the landlord thereof (or free Rent or allowances payable by reason the landlord in lieu thereof), moving and other allowances and inducements, if any, and fees and disbursements of architects, engineers and attorneys (icollectively “Leasing Costs”) the execution in respect of an “Existing Lease” (i.e., a all Leases and Lease existing as of the date of this Agreement) amendments which were fully executed and delivered on or prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Datehereof; provided, however, that Buyer Purchaser, rather than Seller, shall have been provided the details of be responsible for all such other Leasing Costs, including all Leasing Costs on behalf of Seller in respect of any lease renewal or extension which occurs pursuant to the exercise after the date hereof of any Tenant’s renewal or extension option under any Lease which was fully executed and delivered on or prior to the date hereof. At the Closing, Seller shall deliver an itemized statement, in form and substance reasonably satisfactory to Purchaser, certifying (i) all Leasing Costs paid by Seller pursuant to this Section 9.02(a) after the date hereof and on or prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, (ii) the Sellers shall have paid any remaining unpaid Leasing Costs for which the Buyer Seller is responsible pursuant under this Section 9.02(a) and (iii) attaching such documentation as may be reasonably required by the Title Company to enable the foregoing provisions, Title Company to issue the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all title insurance policy contemplated by Section 13.02(c) without any exception related to such Leasing Costs prior and attaching documentation reasonably sufficient to demonstrate the Closing Date and approved the same in writingpayment of such Leasing Costs. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all aggregate unpaid amount of Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers so certified shall be responsible (deducted from and reduce the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, Purchase Price at Closing, the Buyer and Seller shall be responsible (and shall reimburse the Sellers at Closinghave no further liability under this Section 9.02(a) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until following the Closing Date. On other than for any inaccuracy in the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by aforesaid itemized statement or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii)documentation.

Leasing Costs. The Sellers shall be responsible for any and all Leasing Costs that are payable by reason of (i) leasing commissions and other leasing costs (including, without limitation, tenant improvement allowances and other concessions) due and payable by the execution landlord or otherwise accruing to the benefit of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) tenant or broker with respect to Leases executed prior to the date Effective Date (other than any renewal or expansion of this Agreement, any such Leases after the Effective Date) and (ii) the renewal, extension, expansion of, or the exercise of any free rent and other option under, an Existing Lease, concessions owing under Leases executed prior to the date Effective Date, even if such free rent and other concessions are owing after the Effective Date (other than any free rent and other concessions triggered by any renewal or expansion of this Agreement, and (iii) amendments of an Existing Lease entered into prior to any Leases after the date of this AgreementEffective Date). If the Closing occurs, the Buyer shall be responsible for all Leasing Costs leasing commissions and other leasing costs (including commissions including, without limitation, tenant improvement allowances, free rent and other concessions) attributable to any new leases entered into after the Effective Date, or the renewal or expansion of any existing Lease (a) entered after the Effective Date or (b) becomes effective by reason of a tenant’s exercise of an option or other right after the Effective Date to the Sellers’ in-house leasing agents that are customary arms-length terms that would extent set forth in the applicable Lease or otherwise be negotiated with a third-party leasing agent) that become disclosed to Buyer prior to the expiration of the Due Diligence Period, and/or, except as provided above in this Section 3.13.5, due and payable as a result of (1) with respect to any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and existing Lease after the Closing; provided, however, that Buyer shall have been provided notwithstanding the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. Ifforegoing, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) responsible for any such leasing commissions and/or other leasing costs for new leases, renewals or brokerage fees which become due and payable expansions entered into after the Closing pursuant Effective Date which were not consented to any leasing (or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except deemed consented to) by Buyer as specifically set forth provided in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer this Agreement (in which event Seller shall be responsible (for same). Any new lease and any modification or amendment to an existing Lease entered into by a Seller after the Effective Date shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver be subject to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges written approval of the Leases referenced on Schedule 3.3(g)(ii)Buyer, which approval shall not be unreasonably withheld, conditioned or delayed.

Leasing Costs. The Sellers If the Closing occurs, except as otherwise set forth herein (including but not limited to Section 10.9), Buyer shall be responsible for the payment (or, in the case of any amounts payable prior to Closing, the reimbursement to Seller) of (A) all Leasing Costs that become due and payable (whether before or after Closing) as a result of (1) any Space Lease entered into by Seller with respect to the Property on or after the Effective Date in accordance with the terms of this Agreement (a “New Lease”), (2) amendments entered into during the period from (and including) the Effective Date until the earlier of the Closing or termination of this Agreement, in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, and (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by Tenants during the period from (and including) the Effective Date and the Closing Date; and (B) all Leasing Costs as a result of renewals, extensions, expansions, or the exercise of any other option, occurring on or after the Closing Date of Existing Leases or New Leases (collectively, “Buyer’s Leasing Costs”). Seller shall be responsible for all other Leasing Costs, including all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this AgreementEffective Date, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occursEffective Date (collectively, the Buyer shall be responsible for all “Seller’s Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writingCosts”). If, as of the Closing Date, the Sellers Seller shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisionsare Buyer’s Leasing Costs, the Buyer shall reimburse the Sellers Seller therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers Seller shall pay (or cause to be paid), ) prior to Closing, Closing or credit the Buyer at Closing (to the extent unpaid) ), all Leasing Costs for that remain unpaid or outstanding as of the Closing Date which the Sellers are responsible pursuant to the foregoing provisionsSeller’s Leasing Costs and, and (subject to the reimbursement obligations set forth above), the Sellers Seller shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement Effective Date and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii).

Leasing Costs. The Sellers shall be responsible for all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, (a) Seller shall be responsible and shall pay for the costs of tenant improvement work or allowances, third-party leasing commissions, legal fees and other leasing costs (collectively, the “Leasing Costs”), including those shown on Exhibit “K” attached hereto, relating to the initial term of those Leases executed as of the Effective Date, and (b) Buyer shall be responsible and shall pay for all the Leasing Costs relating to or arising from (including commissions to i) the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with exercise by any tenant, after the Effective Date, of a third-party leasing agent) that become due renewal, expansion or extension option contained in any of the Leases executed as of the Effective Date; and payable as a result of (1ii) any New Leases, (2) amendments or modifications to Leases in effect as of the Effective Date, entered into during after the Interim Period Effective Date in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise terms of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Section 9.2 below. Any Leasing Costs which are the responsibility of Buyer which are paid by Seller prior to the Closing Date and approved the same in writing. In addition, the shall be reimbursed by Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to Seller at the Closing Date and approved the same in writingthrough escrow with Escrow Holder. If, as of on the Closing Date, there are any outstanding or unpaid Leasing Costs which are the Sellers responsibility of Seller as set forth herein, then on the Closing Buyer shall have paid any be entitled to a credit toward the payment of the Purchase Price at Closing in the amount of such unpaid Leasing Costs, and following the Closing Buyer shall assume and be responsible for the payment of such Leasing Costs to the extent of such credit, Seller shall assign to Buyer all construction contracts relating to such outstanding Leasing Costs, and Buyer shall indemnify and defend Seller for the failure to complete such work related to such outstanding Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive received a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii)credit.

Leasing Costs. The Sellers Leasing commissions and Tenant Inducement Costs (as defined below) shall be responsible for all Leasing Costs that are payable by reason allocated according to whether such obligations arise in connection with Leases, including amendments, confirmations of (i) the execution of an “Existing Lease” (i.e.renewals, a Lease existing as of the date of this Agreement) extensions or expansions, executed prior to the date of this AgreementOriginal Effective Date (collectively, (ii) the renewal, extension, expansion of“Existing Leasing Costs”), or the exercise of any other option underLeases and amendments, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or entered into after the Closing Original Effective Date; provided, howeverin each case, that Buyer shall have been provided in accordance with the details terms and provisions of all such Section 7.3 (“New Leasing Costs”). In the event that, prior to Close of Escrow, Seller enter into any agreement(s) to perform tenant improvements constituting New Leasing Costs prior to and the Closing Date work under such contract(s) have not been completed and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of fully paid for by the Closing Date, the Sellers Seller shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of assign all such Leasing Costs prior agreements for such uncompleted tenant improvements to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (the Close of Escrow together with written verification by the applicable contractor of the amounts remaining to be paid under such agreement(s). No later than the extent unpaid) all Leasing Costs Final Adjustment Date, Seller and Buyer shall make a final adjustment crediting Buyer for the amount by which the Sellers are responsible pursuant cost of such landlord work exceeded the credit previously extended to the foregoing provisionsBuyer, if any, and (subject to crediting Seller for the reimbursement obligations set forth above)amount by which the cost of such landlord work was less than the credit, the Sellers shall pay (or cause all such amounts to be paid) when due all Leasing Costs payable after substantiated by applicable statements, bills and invoices. As used herein, “Tenant Inducement Costs,” shall mean payments required under a Lease to be paid by the date of this Agreement and prior landlord thereunder to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissionsbenefit of the tenant thereunder which is in the nature of a tenant inducement or concession, including, without limitation, tenant improvement costs costs, design, refurbishment and concessions for other work allowances, lease buyout costs, and moving allowances, but shall exclude free or abated rent that is in the nature of a tenant inducement or concession other than free or abated rent that is attributable to the Leases with the following tenants: the United States of America (Social Security Administration), and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereofSMTD Law, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing DateLLP, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii)a California limited liability partnership.

Leasing Costs. The Sellers As used herein, the term “Leasing Costs” shall mean all leasing commissions, costs for tenant improvements, lease buyout costs, moving allowances, design allowances, legal fees and other costs, expenses and allowances (including free rental, reduced rental, rental abatement periods and fees) incurred in order to induce a tenant to enter into a Lease or Lease renewal or extension or to induce a licensee to enter into a License Agreement. At Closing, Seller shall provide Purchaser with a credit equal to the amount of those Leasing Costs described in Exhibit I (less the amount of $1,100,000.00) to the extent not paid by Seller prior to Closing (provided that the portion of such credit attributable to free rental, reduced rental or rental abatement shall be deposited into the Master Lease Escrow and applied as additional rent under the Master Lease), and Purchaser shall assume all of Seller’s obligations to pay and discharge such unpaid Leasing Costs, which obligation of Purchaser shall survive the Closing. Seller hereby agrees that any payments of any Leasing Costs made by Seller prior to Closing will be made only in accordance with schedules and requirements set forth in the Leases and applicable commission agreements. Purchaser shall be responsible for the payment of all other Leasing Costs, whether coming due and payable before of after Closing, including, without limitation, Leasing Costs payable with respect to any option to renew or option to expand that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) has not been exercised prior to the date of Effective Date, and Leasing Costs incurred with respect to Leases and License Agreements and renewals and extensions thereof executed by Seller subsequent to the Effective Date to the extent permitted by this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers Seller shall have paid any Leasing Costs for which the Buyer Purchaser is responsible pursuant to the foregoing provisions, the Buyer Purchaser shall reimburse the Sellers Seller therefor at Closing; provided. Except as expressly provided in this Section 8.2, however, that Buyer Purchaser shall have been provided bear the details economic burden of all such Leasing Costs prior free rental, reduced rental, rental abatement periods and fees to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for tenants under the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers are entitled from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii)Closing Date.

Leasing Costs. The Sellers 1) Seller and the Joint Ventures shall be responsible for pay and indemnify Purchaser in respect of all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as unpaid leasing commissions in respect of the date initial terms of this Agreement) all Leases and Lease amendments which were fully executed and delivered on or prior to the date of this Agreement, (ii) the renewal, extension, expansion of, Due Diligence Date and renewals or the exercise of any other option under, an Existing Lease, extensions thereof executed on or prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Due Diligence Date; provided, however, that Buyer Purchaser, rather than Seller and the Joint Ventures, shall have been provided be responsible for all other leasing commissions, costs of tenant alterations and improvements performed or to be performed for tenants under Leases at the details expense of the landlord thereof, moving and other allowances and inducements, if any, and fees and disbursements of architects, engineers and attorneys (collectively "Leasing Costs"), including all such Leasing Costs on behalf of Seller and the Joint Ventures in respect of any Lease renewal or extension which occurs pursuant to the exercise after the Due Diligence Date of any tenant's renewal or extension option under any Lease which was fully executed and delivered on or prior to the Due Diligence Date. At the Closing, Seller shall deliver an itemized statement, in form and substance reasonably satisfactory to Purchaser, certifying (i) all Leasing Costs paid by Seller and the Joint Ventures pursuant to this Section after the date hereof and on or prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, (ii) the Sellers shall have paid any remaining unpaid Leasing Costs for which Seller and the Buyer is Joint Ventures are responsible pursuant under this Section and (iii) attaching documentation reasonably sufficient to demonstrate the foregoing provisions, payment of such Leasing Costs. The aggregate unpaid amount of Leasing Costs so certified shall be deducted from and reduce the Buyer shall reimburse the Sellers therefor Purchase Price at Closing; provided, however, that Buyer and Seller and the Joint Ventures shall have been provided no further liability under this Section following the details Closing other than for any inaccuracy in the aforesaid itemized statement or documentation and Purchaser shall assume the obligation to pay such unpaid Leasing Costs. Notwithstanding the provisions of all such this Section 5(C)(i)(c), (I) Seller, as opposed to Purchaser, shall be obligated to pay the Leasing Costs prior to associated with the Closing Date lease amendments listed on Schedule 3(C) and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer Purchaser shall receive a credit at Closing for any unfunded contractual Leasing Costs such amounts that have not been paid by Seller at or prior to Closing and (bII) the Sellers Seller shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, receive a credit at Closing, not to exceed Seventy-Five Thousand Dollars ($75,000), for any amounts actually expended by Seller, the Buyer Joint Ventures or their Subsidiaries in connection with the installation of a reception desk in the lobby of the Premises located at 000 Xxxx Xxxxxxx Xxxxxx, Cambridge, MA, and Seller shall be responsible (and shall reimburse provide Purchaser with reasonable substantiating backup documentation regarding the Sellers same at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii).

Leasing Costs. The Sellers Seller shall be responsible and Buyer shall receive a credit at Closing for all Leasing Costs that are payable by reason of (i) the execution of a Space Lease in existence as of the Effective Date (an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement”), (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, Lease prior to the date of this AgreementEffective Date, and (iii) amendments of an Existing Lease entered into prior to the date of this AgreementEffective Date, in each case as set forth on Schedule 10.7 (collectively, “Seller’s Leasing Costs”). If the Closing occurs, the Buyer shall be responsible for the payment (or, in the case of any amounts payable prior to Closing, the reimbursement to Seller) of all other Leasing Costs, including all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions ofextensions, expansions, or the exercise of any other option underoption, Existing Leases or New Leases exercised by tenants during the Interim Period or occurring on or after the Closing Date; providedEffective Date under Existing Leases (collectively, however, that Buyer shall have been provided the details of all such “Buyer’s Leasing Costs prior to the Closing Date and approved the same in writingCosts”). In addition, the Buyer shall assume the economic effect of any “free rent” or other similar rent concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved Buyer shall not receive a credit to the same in writingPurchase Price from Seller with respect to any “free rent” or similar rent concessions. If, as of the Closing Date, the Sellers Seller shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisionsare Buyer’s Leasing Costs, the Buyer shall reimburse the Sellers Seller therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers Seller shall pay (or cause to be paid) when due prior to Closing or credit Buyer at Closing (to the extent unpaid), all Leasing Costs payable after the date that remain unpaid or outstanding as of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Date which are Seller’s Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii)Costs.

Leasing Costs. The Sellers Seller shall be responsible for pay (or provide Buyer a credit at Closing for) all Leasing Costs leasing commissions and tenant improvement costs (“Lease Costs”) that are payable by reason of (i) the execution of an “Existing Lease” (i.e.accrued, a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable or required to be expended during the current lease term of any Lease. Buyer shall assume and be responsible to pay all Lease Costs that first arise or accrue on or after the expiration of the current term of any Lease, including as a result of (1X) any New Leases, (2) amendments entered into during new Leases executed after the Interim Period Effective Date in accordance with this Agreement Agreement, but only if and to renewthe extent such Lease Costs were disclosed in writing to Buyer and, extendin the event such new Lease required the approval of Buyer pursuant hereto, expand or otherwise amend Existing Leases or New Leasesapproved by Buyer in its sole and absolute discretion, or (3Y) any renewalsLease extensions, extensions or renewals and expansions of, or the exercise of any other option under, Existing Leases or New pursuant to existing Leases exercised by the tenants during the Interim Period or on or thereunder after the Closing Effective Date; provided, howeverand (Z) amendments or modifications to, that Buyer shall have been provided or renewals of, existing Leases entered into after the details of all such Leasing Costs prior Effective Date in accordance with this Agreement, but only if and to the Closing Date extent such Lease Costs were disclosed in writing to Buyer and, in the event such amendment, modification or renewal required the approval of Buyer pursuant hereto, approved by Buyer in its sole and approved absolute discretion. For avoidance of doubt, in the same event entered into in writing. In additionaccordance with the terms and conditions of Article 12(c) of this Agreement, the Buyer shall assume the economic effect and be responsible to pay all Lease Costs arising or accruing from that Lease with Superior Contracting Corporation, regardless of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closingexecution, as expressly set forth on Exhibit M attached hereto. Notwithstanding anything set forth in this Agreement to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers Purchase Price shall be responsible reduced in the amount of all unpaid tenant improvement and leasing commission amounts due in connection with the American Furniture Rental (and “AFR”) lease (the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii“AFR TI/LC Reduction”). In addition to the foregoingAFR TI/LC Reduction, Seller will reduce the Purchase Price at Closing, closing in an amount equal to $10,275 for each month (or prorated at the Buyer shall be responsible (and shall reimburse the Sellers at Closingrate of $342.50 per day for a partial month) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from after Closing but prior to the date that AFR is contractually obligated to commence paying rent at the annual rental rate of this Agreement until $3.50/rsf under the Closing Date. On AFR lease (the Closing Date“AFR Rent Commencement Reduction”), the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, exceptprovided, however, that in no event shall the AFR Rent Commencement Reduction ever exceed, in the aggregate, the amount of $205,500.00. For clarification purposes only, if AFR takes possession of its space on September 15, 2014, and the Closing occurs on September 23, 2014, then the total rent credit due Buyer acknowledges approval at Closing would be reduced by $2,740.00 (i.e. AFR in possession of the Leases referenced on Schedule 3.3(g)(ii)its space for eight (8) days prior to Closing at $342.50 per day) resulting in a total credit to Buyer of $202,760.00.

Leasing Costs. The Sellers shall be responsible for all Leasing Costs that are payable by reason of (i) a Space Lease in existence as of the execution of Effective Date (an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement”), (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this AgreementEffective Date, and (iii) amendments of an Existing Lease entered into prior to the date of this AgreementEffective Date, in each case, as set forth on Schedule 10.8 (the “Sellers’ Leasing Costs”). If the Closing occurs, the Buyer shall be responsible for the payment (or, in the case of any amounts payable prior to Closing, the reimbursement to Sellers) of all other Leasing Costs, including: (A) all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable (whether before or after Closing) as a result of (1) any Space Lease entered into by Sellers with respect to the Properties on or after the Effective Date in accordance with the terms of this Agreement (a “New LeasesLease”), (2) amendments entered into during the Interim Period period from (and including) the Effective Date until the earlier of the Closing or termination of this Agreement, in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or and (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period period from (and including) the Effective Date and the Closing Date; and (B) all Leasing Costs as a result of renewals, extensions, expansions, or the exercise of any other option, occurring on or after the Closing Date; provided, however, that Buyer Date of Existing Leases or New Leases (the “Buyer’s Leasing Costs”). [***] Seller shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid not pay any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs without Buyer’s prior to the Closing Date and approved the same in writingwritten consent. The Sellers shall pay (or cause to be paid), ) prior to Closing, Closing or credit the Buyer at Closing (to the extent unpaid) ), all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisionsprovisions and, and (subject to the reimbursement obligations set forth above), the Sellers shall Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement Effective Date and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii).

Leasing Costs. The Sellers Seller agrees to pay or discharge at or prior to Closing, or, at Seller’s option, to credit Purchaser as of Closing an amount equal to (in which case Purchaser shall be responsible assume the obligation to pay or discharge same), all leasing commissions, costs for all tenant improvements, lease buyout costs, moving allowances, design allowances, legal fees and other costs, expenses and allowances incurred in order to induce a tenant to enter into a Lease or Lease renewal or extension or to induce a licensee to enter into a License Agreement (collectively, “Leasing Costs Costs”) that are due and payable by reason of with respect to (ia) the execution of an “Existing Lease” (i.e., a Lease existing Leases and License Agreements in force as of the date of this Agreement) or prior to the date of this Agreement, Effective Date and (iib) the renewal, extension, expansion of, or Sappi Amendment (as defined on Schedule 3 attached hereto) and the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and Pactiv Amendments (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or defined on or after the Closing DateSchedule 3 attached hereto); provided, however, that Buyer Seller shall have been provided the details no obligation to pay or credit Purchaser for, and as of all such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer Purchaser shall assume the economic effect of any “free rent” or other concessions pertaining obligation to the period from and after the Closing; providedpay, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and with respect to any option to renew or option to expand that has not been exercised prior to the Effective Date, which obligation shall survive the Closing. Notwithstanding anything to the contraryAdditionally, as of Closing, Purchaser shall assume Seller’s obligations (awithout credit from Seller) the Buyer shall receive a credit at Closing for any unfunded contractual (y) Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become that are due and payable after the Closing pursuant with respect to a tenant’s exercise, after the Effective Date, of any leasing extension right, expansion right, right of first offer or brokerage agreement relating right of first refusal contained in such tenant’s Lease or License Agreements that is in place on the Effective Date and (z) Leasing Costs incurred with respect to Leases and Lease renewals and extensions and License Agreements and License Agreement renewals and extensions executed subsequent to the PropertiesEffective Date, including the Leasing and Brokerage Agreementsincluding, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closingwithout limitation, the Buyer shall be responsible L&P Amendment (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth as defined on Schedule 3.3(g)(ii) 3 attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii).

Leasing Costs. The Sellers shall be responsible for all Leasing Costs that are payable by reason of (ia) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) Leases prior to the date of this AgreementEffective Date, (iib) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Leasethe Leases, prior to the date of this AgreementEffective Date, and (iiic) amendments of an Existing Lease the Leases entered into prior to the date of this AgreementEffective Date. If the Closing occurs, Sellers hereby agree to provide Buyer with a credit at the Closing in an amount equal to those Leasing Costs expressly set forth on Exhibit A attached hereto which have not been paid as of the Closing Date. If the Closing occurs, Buyer shall be responsible for the payment (or, in the case of any amounts paid prior to the Closing, the reimbursement to Sellers) of all other Leasing Costs which are not the responsibility of Sellers hereunder, including (A) all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable (whether before or after the Closing) as a result of (1) any Leases entered into during the Escrow Period in accordance with the terms of this Agreement (“New Leases”), (2) amendments entered into during the Interim Escrow Period in accordance with the terms of this Agreement to renew, extend, expand or otherwise amend Existing the Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing the Leases or New Leases exercised by tenants during the Interim Period Escrow Period; and (B) all Leasing Costs as a result of renewals, extensions, expansions, or the exercise of any other option, occurring on or after the Closing Date; providedDate of any Leases. Except as expressly set forth set forth on Exhibit A attached hereto, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; providedEffective Date. Except as expressly set forth set forth on Exhibit A attached hereto, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. Ifif, as of the Closing Date, the Sellers shall have paid any Leasing Costs Costs, including absorbing any free rent as owner of the Properties during the Escrow Period, for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, the Closing provided that Sellers provides Buyer shall have been provided the details with reasonable notice of all such Leasing Costs amounts prior to the Closing Date and approved expiration of the same in writingDue Diligence Period. The Sellers shall pay (or cause to be paid), prior to the Closing, or credit the Buyer at the Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the ) Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii) attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii).during the