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200507874
<br />"Net Operating Income" shall mean in each Fiscal Year or portion thereof during the term hereof,
<br />Operating Income less Operating Expenses.
<br />"Net Proceeds" shall mean the excess of (a)(i) the purchase price (at foreclosure or otherwise) actually
<br />received by Lender with respect to the Property as a result of the exercise by Lender of its rights, powers, privileges
<br />and other remedies after the occurrence of an Event of Default, or (ii) in the event that Lender (or Lender's nominee)
<br />is the purchaser at foreclosure by credit bid, then the amount of such credit bid, in either case, over (b) all costs and
<br />expenses, including, without limitation, all reasonable attorneys' fees and disbursements and any brokerage fees, if
<br />applicable, incurred by Lender in connection with the exercise of such remedies, including the sale of such Property
<br />after a foreclosure against the Property.
<br />"Note" shall have the meaning set forth in the Recitals hereto.
<br />"OFAC List" means the list of specially designated nationals and blocked persons subject to financial
<br />sanctions that is maintained by the U.S. Treasury Department, Office of Foreign Assets Control and accessible
<br />through the internet website www.treas.gov /ofac /tI Isdn.pd_f.
<br />"Officer's Certificate" shall mean a certificate delivered to Lender by Borrower which is signed on behalf
<br />of Borrower by an authorized representative of Borrower which states that the items set forth in such certificate are
<br />true, accurate and complete in all respects.
<br />"Operating Expenses" shall mean, in each Fiscal Year or portion thereof during the term hereof, all
<br />expenses directly attributable to the operation, repair and/or maintenance of the Property including, without
<br />limitation, (a) Impositions, (b) insurance premiums, (c) management fees, whether or not actually paid, equal to the
<br />greater of the actual management fees and five percent (5 %) of annual "base" or "fixed" Rent due under the Leases
<br />and (d) costs attributable to the operation, repair and maintenance of the systems for heating, ventilating and air
<br />conditioning the Improvements and actually paid for by Borrower. Operating Expenses shall not include interest,
<br />principal and premium, if any, due under the Note or otherwise in connection with the Debt, income taxes,
<br />extraordinary capital improvement costs, any non -cash charge or expense such as depreciation or amortization.
<br />"Qperating Income" shall mean, in each Fiscal Year or portion thereof during the term hereof, all revenue
<br />derived by Borrower arising from the Property including, without limitation, rental revenues (whether denominated
<br />as basic rent, additional rent, escalation payments, electrical payments or otherwise) and other fees and charges
<br />payable pursuant to Leases or otherwise in connection with the Property, and business interruption, rent or other
<br />similar insurance proceeds. Operating Income shall not include (a) Insurance Proceeds (other than proceeds of rent,
<br />business interruption or other similar insurance allocable to the applicable period) and Condemnation Proceeds
<br />(other than Condemnation Proceeds arising from a temporary taking or the use and occupancy of all or part of the
<br />applicable Property allocable to the applicable period), or interest accrued on such Condemnation Proceeds, (b)
<br />proceeds of any financing, (c) proceeds of any sale, exchange or transfer of the Property or any part thereof or
<br />interest therein, (d) capital contributions or loans to Borrower or an Affiliate of Borrower, (e) any item of income
<br />otherwise includable in Operating Income but paid directly by any tenant to a Person other than Borrower except for
<br />real estate taxes paid directly to any taxing authority by any tenant, (f) any other extraordinary, non - recurring
<br />revenues, (g) Rent paid by or on behalf of any lessee under a Space Lease which is the subject of any proceeding or
<br />action relating to its bankruptcy, reorganization or other arrangement pursuant to the Bankruptcy Code or any
<br />similar federal or state law or which has been adjudicated a bankrupt or insolvent unless such Space Lease has been
<br />affirmed by the trustee in such proceeding or action, (h) Rent paid by or on behalf of any lessee under a Space
<br />Lease the demised premises of which are not occupied either by such lessee or by a sublessee thereof (i) Rent paid
<br />by or on behalf of any lessee under a Space Lease in whole or partial consideration for the termination of any Space
<br />Lease, or 0) sales tax rebates from any Governmental Authority.
<br />"Operation and Maintenance Expense_Sub- Account" shall mean the Sub - Account of the Central Account
<br />established pursuant to Section 5.02 hereof and maintained pursuant to Section 5.09 hereof relating to the payment
<br />of Operating Expenses (exclusive of Basic Carrying Costs).
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