THE FIRST AMOUNTS COLLECTED FROM SCHWAB SPECIFICALLY FOR SUCH SPECIAL SERVICES
(AS OPPOSED TO REGULAR SCHEDULED RENTAL PAYMENTS) TO BE PAID TO SELLER ON
ACCOUNT THEREOF, SO LONG AS SELLER IDENTIFIES SAME PRIOR TO CLOSING.
(D)
SELLER SHALL BE LIABLE AND SOLELY RESPONSIBLE FOR THE PAYMENT OF
ALL OF THE LEASING COMMISSIONS DUE AND OWING WITH RESPECT TO THE INITIAL TERM OF
THE SCHWAB LEASE (THE "INITIAL TERM SCHWAB COMMISSIONS").
PURCHASER SHALL BE
LIABLE AND SOLELY RESPONSIBLE FOR ALL LEASING COMMISSIONS PAYABLE UNDER THE
LEASING COMMISSION AGREEMENTS OR OTHERWISE WITH RESPECT TO ANY RENEWALS OR
EXTENSIONS OF THE SCHWAB LEASE (THE "RENEWAL TERM SCHWAB COMMISSIONS"), AS WELL
AS, SUBJECT TO THE PROVISIONS OF SECTION 18.2 OF THIS AGREEMENT, THE WORK
ALLOWANCE AND THE ADDITIONAL WORK ALLOWANCE (AS SUCH TERMS ARE DEFINED IN THE
SCHWAB
47
LEASE) AND ALL TENANT IMPROVEMENT COSTS OR OTHER EXPENDITURES DUE WITH RESPECT
TO ANY AMENDMENTS, RENEWALS AND/OR EXTENSIONS OF THE SCHWAB LEASE FIRST ARISING,
ACCRUING AND PAYABLE FOLLOWING THE CLOSING DATE, AS SET FORTH IN THE SCHWAB
LEASE OR IN DOCUMENTS PROVIDED TO PURCHASER PRIOR TO CLOSING AND IN ANY
DOCUMENTS OR PURSUANT TO ANY AGREEMENTS (WHETHER WRITTEN OR ORAL ENTERED INTO
AFTER THE CLOSING BY PURCHASER OR PROPERTY OWNER), AND ALL OF THE LEASING
COMMISSIONS, TENANT IMPROVEMENT COSTS AND OTHER EXPENDITURES DUE AND OWING WITH
RESPECT TO SCHWAB'S EXERCISE OF SCHWAB'S EXPANSION OPTIONS.
(E)
PRIOR TO THE CLOSING DATE, SELLER (OR PROPERTY OWNER) SHALL HAVE
PRE-PAID TO THE APPLICABLE AUTHORITY THE AMOUNT OF ONE MILLION FIVE HUNDRED
SEVENTY-SIX THOUSAND FOUR HUNDRED NINETEEN AND 00/100 DOLLARS ($1,576,419.00)
(THE "PILOT SERVICE CHARGE)"
AS AND FOR THE ANNUAL SERVICE CHARGE REQUIRED TO
BE PAID IN CONNECTION WITH THE PILOT.
IN ADDITION, PURCHASER HEREBY
ACKNOWLEDGES THAT PROPERTY OWNER HAS ENTERED INTO THE CONTRIBUTION AGREEMENT AND
IN CONNECTION THEREWITH, THE AMOUNT OF THREE HUNDRED NINETY-NINE THOUSAND SEVEN
HUNDRED AND NO/100 ($399,700.00) (THE "CONTRIBUTION AMOUNT") HAS BEEN PAID TO
THE CITY.
SELLER WILL RECEIVE A CREDIT ON THE CLOSING STATEMENT (X) IN AN
AMOUNT EQUAL TO FIFTY PERCENT (50%) OF THE CONTRIBUTION AMOUNT ("PURCHASER'S
SHARE OF THE CONTRIBUTION AMOUNT"), AND (Y) IN AN AMOUNT EQUAL TO THE PILOT
SERVICE CHARGE LESS THAT AMOUNT OF THE PILOT SERVICE CHARGE, IF ANY, WHICH WAS
AMORTIZED BY SELLER (AND/OR PROPERTY OWNER) PRIOR TO THE CLOSING DATE (IT BEING
UNDERSTOOD THAT THE PILOT SERVICE CHARGE SHALL BE AMORTIZED ON A STRAIGHT-LINE
BASIS COMMENCING ON THE DATE OF THE FIRST PILOT PAYMENT MADE UNDER THE FINANCIAL
AGREEMENT (EXCLUDING THE PILOT SERVICE CHARGE FOR PURPOSES OF DETERMINING SUCH
FIRST PILOT PAYMENT)).
(F)
AT THE CLOSING, PURCHASER SHALL RECEIVE A CREDIT AGAINST THE
PURCHASE PRICE IN AN AMOUNT CALCULATED IN ACCORDANCE WITH SCHEDULE 10.4(F),
PRO-RATED FOR A PARTIAL MONTH (THE "RENT SHORTFALL CREDIT").
(G)
THE PROVISIONS OF THIS SECTION 10.4 SHALL SURVIVE THE CLOSING
INDEFINITELY.
SECTION 10.5
COSTS OF TITLE COMPANY AND CLOSING COSTS.
COSTS OF THE
TITLE COMPANY AND OTHER CLOSING COSTS INCURRED IN CONNECTION WITH THE CLOSING
WILL BE ALLOCATED AS FOLLOWS:
(A)
SELLER