Common use of Expense Reconciliation Clause in Contracts

Expense Reconciliation. At least five (5) business days prior to the Closing Date, Seller shall provide Buyer with a reasonably detailed reconciliation for each Tenant showing all common area maintenance charges, property taxes, insurance and other operating cost pass-throughs payable by Tenants (collectively, the “Operating Expenses”) incurred by Seller from the beginning of the then-current calendar year (and if the prior calendar year has not been reconciled with Tenants, also for said prior year) (or, if different, such Tenants’ then-current annual billing period for Operating Expenses, and if the prior period has not been reconciled with Tenants, also for said prior period) through the Closing Date, and any Operating Expense estimates or charges collected by Seller during the same period of time and relating to such Tenant, all in the form customarily submitted to each Tenant (the “CAM Reconciliation”). To the extent that Seller has received as of the Closing any monthly or periodic payments of Operating Expenses allocable to periods subsequent to Closing, the same shall be prorated and Buyer shall receive a credit therefor at the Closing. With respect to any monthly or periodic payments of Operating Expenses received by Buyer after the Closing allocable to Seller prior to Closing, Buyer shall promptly pay the same to Seller (subject to the provisions in Section 4.2.1(a) for delinquent rents). Notwithstanding the foregoing, to the extent that the CAM Reconciliation reveals that Seller has over-collected Operating Expenses such that, if the end of the operating expense year under the Leases was the Closing Date, Seller would be obligated to refund money to the Tenants (an “Over Collection”), rather than collect additional money from the Tenants (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit and Buyer shall assume the obligation to pay any such Over Collection to Tenants; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 Business Days after receipt from the applicable Tenant in connection with the Operating Expense reconciliation process under the Leases.

Expense Reconciliation. At least five (5) business days prior to Promptly after the Closing end of each calendar year during the Term and the Lease Expiration Date, Seller and at any other time in Landlord’s discretion, Landlord shall make an accounting of actual Taxes and Operating Expenses for the preceding calendar year and provide Buyer Tenant with a reasonably detailed reconciliation for each statement of Tenant’s Share of such Taxes and Operating Expenses (a “Reconciliation Statement”). Within 20 days after delivery of a Reconciliation Statement to Tenant, Tenant showing all common area maintenance charges, property taxes, insurance shall pay to Landlord the amount by which actual Taxes and other operating cost pass-throughs payable by Tenants (collectively, Operating Expenses exceeded Estimated Expenses paid during the “Operating Expenses”) incurred by Seller from the beginning of the then-current calendar year covered period (and if the actual expenses were less than Estimated Expenses paid, Landlord shall at its option either credit Tenant’s account or reimburse Tenant for any overpayment by Tenant). In the case of any expenses the actual amount of which is not known at time of delivery of a Reconciliation Statement, Landlord may rely on its estimates of such expenses to generate the Reconciliation Statement and perform another accounting once actual amounts are known and deliver an additional Reconciliation Statement. Landlord’s and Tenant’s obligations to pay any overpayment or deficiency due the other pursuant to this Section shall survive the Lease Expiration Date. During the ninety (90) day period following the delivery of a Reconciliation Statement, Tenant shall have the right to inspect, at reasonable times, in a reasonable manner and with at least ten (10) days prior written notice to Landlord, such of Landlord’s books of account and records as pertain to and contain information concerning such costs and expenses in order to verify the amounts thereof. Tenant agrees that any information obtained during an inspection by Tenant of Landlord’s books of account and records shall be kept in confidence by Tenant and its agents and employees and shall not be disclosed to any other parties, except to Tenant’s attorneys, accountants and other consultants. Any parties retained by Tenant to inspect Landlord’s books of account and records shall not be compensated on a contingency fee basis. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported, Landlord shall refund such excess to Tenant within thirty (30) days after such determination, after first deducting any amounts then due and payable by Tenant hereunder. Likewise, if Landlord and Tenant determine that Operating Expenses for the year in question are greater than reported, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. If Tenant fails to dispute any item or items included in the determination of Operating Expenses for a particular calendar year has not been reconciled with Tenantsby delivering a written notice to Landlord generally describing in reasonable detail the basis of such dispute within ninety (90) days after delivery of a Reconciliation Statement for such year, also for said prior year) (or, if different, Tenant shall be deemed to have approved such Tenants’ then-current annual billing period for statement. During the pendency of any dispute over Operating Expenses, Tenant shall pay, under protest and if the prior period has not been reconciled with Tenantswithout prejudice, also for said prior period) through the Closing Date, and any Operating Expense estimates or charges collected by Seller during the same period of time and relating to such Tenant, all in the form customarily submitted to each Tenant (the “CAM Reconciliation”). To the extent that Seller has received as of the Closing any monthly or periodic payments ’s Share of Operating Expenses allocable to periods subsequent to Closing, the same shall be prorated and Buyer shall receive a credit therefor at the Closing. With respect to any monthly or periodic payments of Operating Expenses received as calculated by Buyer after the Closing allocable to Seller prior to Closing, Buyer shall promptly pay the same to Seller (subject to the provisions in Section 4.2.1(a) for delinquent rents). Notwithstanding the foregoing, to the extent that the CAM Reconciliation reveals that Seller has over-collected Operating Expenses such that, if the end of the operating expense year under the Leases was the Closing Date, Seller would be obligated to refund money to the Tenants (an “Over Collection”), rather than collect additional money from the Tenants (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit and Buyer shall assume the obligation to pay any such Over Collection to Tenants; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 Business Days after receipt from the applicable Tenant in connection with the Operating Expense reconciliation process under the LeasesLandlord.

Expense Reconciliation. At least five (5) business days prior to the Closing DateNo later than January 31, 2013, Seller shall provide Buyer with a reasonably detailed preliminary reconciliation for each Tenant showing all common area maintenance charges, property taxes, insurance and other operating cost pass-throughs payable by Tenants (collectively, the “Operating Expenses”) incurred by Seller from the beginning of the then-current for calendar year (and if the prior calendar year has not been reconciled with Tenants, also for said prior year) (or, if different, such Tenants’ then-current annual billing period for Operating Expenses, and if the prior period has not been reconciled with Tenants, also for said prior period) through the Closing Date2012, and any Operating Expense estimates or charges collected by Seller during the same period of time calendar year 2012 and relating to such Tenant, all in the form customarily submitted to each Tenant (the “CAM Reconciliation”), provided that Seller shall provide the CAM Reconciliation to Buyer with reasonable and sufficient time to allow timely processing of the reconciliation of Operating Expenses under the Leases. To the extent that Seller has received as of the Closing any monthly or periodic payments of Operating Expenses allocable to periods subsequent to Closing, Seller shall promptly pay the same shall be prorated and to Buyer shall receive a credit therefor at the Closing. With respect to any monthly or periodic payments of Operating Expenses received by Buyer after the Closing allocable to Seller prior to Closing, Buyer shall promptly pay the same to Seller (subject to the provisions in Section 4.2.1(a) for delinquent rents). Notwithstanding the foregoing, to the extent that the CAM Reconciliation reveals that Seller has over-over- collected Operating Expenses such that, if the end of the operating expense year under the Leases was the Closing Date, that Seller would be obligated to refund money to the Tenants (an “Over Collection”), rather than collect additional money from the Tenants (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at simultaneously with Seller’s submission of the Closing as a settlement statement credit CAM Reconciliation and Buyer shall assume the obligation to pay any such Over Collection to Tenants; provided, in the event of an Under Collection, Buyer shall make good faith efforts to collect the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 Business Days after receipt from the applicable Tenant in connection with the Operating Expense reconciliation process under the Leases, and shall, upon receipt, promptly deliver such amount to Seller.