Registration and commission agreement for CB Commercial Real Estate, 1997

NYC 9/11 Public Portal Document

b. Purchase of Property by Tenants: If a lease for which a commission is payable hereunder contains an option, right of refusal, or similar right, and a tenant, its successors or assignees, or any agent, officer, employee or shareholder of a tenant purchases the Property whether strictly in accordance with the terms of such option, right of first refusal, similar right or otherwise during (I) the term of the lease, (ii) any extension thereof, or (iii) within ninety days after the expiration thereof, then a sales commission shall be calculated and paid in accordance with the provisions of Section (a) above; provided however, that there shall be a credit against such sales commission in the amount of lease commissions previously paid to Broker relating to that portion of the purchaser's lease term which is canceled by reason of such sale. In no event shall such credit exceed the amount of such sales commission.

c. Percentage Rent: If a lease for which a commission is payable hereunder contains a percentage rent clause. Owner shall pay a commission on the percentage rent payable by the tenant at the commission rate applicable to the period of the lease term for which the percentage rent is payable. The commission shall be payable within fifteen days after the tenant's final payment and accounting of percentage rent for the preceding lease year. Notwithstanding the foregoing, at the end of the third full lease year. Owner shall pay a commission on percentage rent for the remainder of the original term of the lease. For the purpose of calculating this commission, the percentage rent for each remaining year of the term of the lease shall be deemed to be the same amount as the percentage rent payable for the third full lease year.

d. Rental Concessions: In a tenant is given an allowance in the form of a rental concession, the amount of such concession shall be prorated over the initial term of the lease. If the rental or other allowance or concession is granted in lieu of Owner performing construction, repairs, improvements or decoration, there shall be no deduction from the total base rental set forth in the lease for purposes of computing Broker's commission.

If a lease for which a commission is payable hereunder contains a clause obligating the tenant to pay the real property taxes, insurance, common area utilities, cost of maintaining or operating the property at which the lease is made or Owner's mortgage interest, such items shall be considered as rent on which Broker's commission is payable. In making the computation, the amounts of such items for the current year, if fixed, shall be used; if not fixed, however, that portion of the commission applicable thereto shall be computed based on the amounts of such items for comparables in the market.

5. Owner and Broker agree that the property will be offered in compliance with all applicable federal, state, and local anti-discrimination laws and regulations.

6. Owner agrees to cooperate with Broker in effecting the proposed lease/sublease. All negotiations are to be through Broker. Broker is authorized to accept a deposit from the prospective tenant. Owner and its counsel will be responsible for determining the legal sufficiency of a lease/sublease and any other documents relating to the transaction contemplated by this Agreement.

7. Owner agrees to disclose to Broker and to Tenant any and all information which Owner has regarding the condition of the property, including but not limited to, structural, mechanical and soil conditions, the presence of and location of asbestos, PCB transformers, other toxic, hazardous or contaminate substances, and underground storage tanks in, on or about the Property. Broker is authorized to disclose any such information to Tenant.

8. Owner acknowledges that, with respect to this transaction. Broker represents only Tenant (notwithstanding the fact that Owner is paying Broker’s commission).

HCB/MADISON COMMERCIAL Advisory Grot^

NYC-WTC_000170994