Common use of For the Closing Year Clause in Contracts

For the Closing Year. In order to enable Buyer to make any reconciliations of tenant reimbursements of Reimbursable Tenant Expenses for the portion of the Closing Year during which Seller owned the Property, Seller shall determine in accordance with Section 5.4.1(c) above the Reimbursable Tenant Expenses actually paid or incurred by Seller for the portion of the Closing Year during which Seller owned the Property (“Seller’s Actual Reimbursable Tenant Expenses”) and the tenant reimbursements for such Reimbursable Tenant Expenses actually paid to Seller by tenants for the portion of the Closing Year during which Seller owned the Property (“Seller’s Actual Tenant Reimbursements”). Without limitation on Section 5.4.6 below, on or before the date that is three (3) months after the Closing Date, Seller shall deliver to Buyer for Buyer’s review and approval, a proposed reconciliation statement (a “Seller’s Reconciliation Statement”) for the Property setting forth (i) Seller’s Actual Reimbursable Tenant Expenses, (ii) Seller’s Actual Tenant Reimbursements, and (iii) a calculation of the difference between the two (i.e., establishing that Seller’s Actual Reimbursable Tenant Expenses were either more or less than Seller’s Actual Tenant Reimbursements). Upon Buyer’s review and approval of Seller’s calculations, which approval or disapproval shall be provided within ten (10) business days of Buyer’s receipt of a Seller’s Reconciliation Statement, any amount due to Seller pursuant to the foregoing calculation (in the event Seller’s Actual Tenant Reimbursements are less than Seller’s Actual Reimbursable Tenant Expenses) shall be paid by Buyer within the earlier to occur of (A) ten (10) business days after Buyer collects such under collected amounts from Tenant, or (B) nine (9) months after the Closing Date. If Seller’s

For the Closing Year. In order to enable Buyer to make any year- end reconciliations of tenant reimbursements of Reimbursable Tenant Expenses for the portion of the Closing Year during which Seller owned after the Propertyend thereof, Seller shall determine in accordance with Section 5.4.1(c) above hereof the Reimbursable Tenant Expenses actually paid or incurred by Seller for the portion of the Closing Year during which Seller owned the Property (“Seller’s Actual Reimbursable Tenant Expenses”) and the tenant reimbursements for such Reimbursable Tenant Expenses actually paid to Seller by tenants for the portion of the Closing Year during which Seller owned the Property (“Seller’s Actual Tenant Reimbursements”). Without limitation on Section 5.4.6 below, on On or before the date that is three one hundred twenty (3120) months days after the end of the Closing DateYear, Seller shall deliver to Buyer for Buyer’s review and approval, a proposed reconciliation statement (a “Seller’s Reconciliation Statement”) for the Property setting forth (i) Seller’s Actual Reimbursable Tenant Expenses, (ii) Seller’s Actual Tenant Reimbursements, and (iii) a calculation of the difference difference, if any, between the two (i.e., establishing that Seller’s Actual Reimbursable Tenant Expenses were either more or less than or equal to Seller’s Actual Tenant Reimbursements). Upon Buyer’s review and approval of Seller’s calculations, which approval or disapproval shall be provided within ten (10) business days of Buyer’s receipt of a Seller’s Reconciliation Statement, any Any amount due to Seller pursuant to the foregoing calculation (in the event Seller’s Actual Tenant Reimbursements are less than Seller’s Actual Reimbursable Tenant Expenses) or Buyer (in the event Seller’s Actual Tenant Reimbursements are more than Seller’s Actual Reimbursable Tenant Expenses), as the case may be, shall be paid by Buyer to Seller or by Seller to Buyer, as the case may be, within the earlier to occur of thirty (A30) ten (10) business days after Buyer collects such under collected amounts from Tenant, or (B) nine (9) months after delivery of the Closing DateSeller’s Reconciliation Statement to Buyer. If Buyer is paid any such amount by Seller’s, Buyer thereafter shall be obligated to promptly remit the applicable portion to the particular tenants entitled thereto. Buyer shall indemnify, defend, and hold Seller and the other “Seller Related Parties” (as hereinafter defined) harmless from and against any losses, costs, claims, damages, and liabilities, including, without limitation, reasonable attorneys’ fees and expenses incurred in connection therewith, arising out of or resulting from Buyer’s failure to remit any amounts actually received from Seller to tenants in accordance with the provisions hereof. If 19

For the Closing Year. In order to enable Buyer to make any reconciliations of tenant reimbursements of Reimbursable Tenant Expenses for the portion of the Closing Year during which Seller Sellers owned the PropertyProperties, Seller Sellers shall determine in accordance with Section 5.4.1(c) above the Reimbursable Tenant Expenses actually paid or incurred by Seller Sellers for the portion of the Closing Year during which Seller Sellers owned the Property Properties (“Seller’s Sellers’ Actual Reimbursable Tenant Expenses”) and the tenant reimbursements for such Reimbursable Tenant Expenses actually paid to Seller Sellers by tenants for the portion of the Closing Year during which Seller Sellers owned the Property Properties (“Seller’s Sellers’ Actual Tenant Reimbursements”). Without limitation on Section 5.4.6 below, on or before the date that is three (3) months after the Closing Date, Seller Sellers shall deliver to Buyer for Buyer’s review and approval, a proposed reconciliation statement (a “Seller’s Sellers’ Reconciliation Statement”) for the Property Properties setting forth (i) Seller’s Sellers’ Actual Reimbursable Tenant Expenses, (ii) Seller’s Sellers’ Actual Tenant Reimbursements, and (iii) a calculation of the difference between the two (i.e., establishing that Seller’s Sellers’ Actual Reimbursable Tenant Expenses were either more or less than Seller’s Sellers’ Actual Tenant Reimbursements). Upon Buyer’s review and approval of Seller’s Sellers’ calculations, which approval or disapproval shall be provided within ten (10) business days of Buyer’s receipt of a Seller’s Sellers’ Reconciliation Statement, any amount due to Seller Sellers pursuant to the foregoing calculation (in the event Seller’s Sellers’ Actual Tenant Reimbursements are less than Seller’s Sellers’ Actual Reimbursable Tenant Expenses) shall be paid by Buyer within the earlier to occur of (A) ten (10) business days after Buyer collects such under collected amounts from Tenant, or (B) nine (9) months after the Closing Date. If Seller’sSellers’ Actual Tenant Reimbursements are more than Sellers’ Actual Reimbursable Tenant Expenses, then Sellers shall pay to Buyer such over collected amounts within ten (10) business days after Buyer’s approval (or deemed approval) of a Sellers’

For the Closing Year. In order to enable Buyer to make any year-end reconciliations of tenant reimbursements of Reimbursable Tenant Expenses for the portion of the Closing Year during which Seller owned after the Propertyend thereof, Seller shall determine in accordance with Section 5.4.1(c5.3.1(c) above hereof the Reimbursable Tenant Expenses actually paid or incurred by Seller for the portion of the Closing Year during which Seller owned the Property (“Seller’s Actual Reimbursable Tenant Expenses”) and the tenant reimbursements for such Reimbursable Tenant Expenses actually paid to Seller by tenants for the portion of the Closing Year during which Seller owned the Property (“Seller’s Actual Tenant Reimbursements”). Without limitation on Section 5.4.6 below, on On or before the date that is three thirty (330) months days after the Closing Date, Seller shall deliver to Buyer for Buyer’s review and approval, a proposed reconciliation statement (each a “Seller’s Reconciliation Statement”) for the Property setting forth (i) Seller’s Actual Reimbursable Tenant Expenses, (ii) Seller’s Actual Tenant Reimbursements, and (iii) a calculation of the difference difference, if any, between the two (i.e., establishing that Seller’s Actual Reimbursable Tenant Expenses were either more or less than or equal to Seller’s Actual Tenant Reimbursements). Upon Buyer’s review and approval of Seller’s calculations, which approval or disapproval shall be provided within ten (10) business days of Buyer’s receipt of a Seller’s Reconciliation Statement, any Any amount due to Seller pursuant to the foregoing calculation (in the event Seller’s Actual Tenant Reimbursements are less than Seller’s Actual Reimbursable Tenant Expenses) or due to Buyer (in the event Seller’s Actual Tenant Reimbursements are more than Seller’s Actual Reimbursable Tenant [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Expenses), as the case may be, shall be paid by Buyer to Seller or by Seller to Buyer, as the case may be, within the earlier to occur of thirty (A30) ten (10) business days after Buyer collects such under collected amounts from Tenant, or (B) nine (9) months after the Closing Datedelivery of Seller’s Reconciliation Statement to Buyer. If Buyer is paid any such amount by Seller’s, Buyer thereafter shall be obligated to promptly remit the applicable portion to the particular tenants entitled thereto. Buyer shall compensate, indemnify, defend, and hold Seller and the other “Seller-Related Parties” (as defined below) harmless from and against any losses, costs, claims, damages, and liabilities, including, without limitation, reasonable attorneys’ fees and expenses incurred in connection therewith, arising out of or resulting from Buyer’s failure to remit any amounts actually received from Seller to tenants in accordance with the provisions hereof. If Buyer has transferred its interest in the Property to a successor-in-interest or assignee prior to such date, then, on or before the transfer of its interest in the Property, Buyer shall (i) in writing expressly obligate such successor-in-interest or assignee to be bound directly to Seller by the provisions of this Section, and (ii) deliver written notice of such transfer to Seller, and thereafter Seller shall make the deliveries specified above to Buyer’s successor-in-interest or assignee. Seller’s Reconciliation Statement shall be final and binding for purposes of this Agreement.

For the Closing Year. In order to enable Buyer to make any year-end reconciliations of tenant reimbursements of Reimbursable Tenant Expenses for the portion of the Closing Year during which Seller owned after the Propertyend thereof, each Seller shall determine in accordance with Section 5.4.1(c) above hereof the Reimbursable Tenant Expenses actually paid or incurred by such Seller for the portion of the Closing Year during which such Seller owned the Property its respective Constituent Properties (“Seller’s Actual Reimbursable Tenant Expenses”) and the tenant reimbursements for such Reimbursable Tenant Expenses actually paid to such Seller by tenants for the portion of the Closing Year during which such Seller owned the each Constituent Property (“Seller’s Actual Tenant Reimbursements”). Without limitation on Section 5.4.6 below, on On or before the date that is three one hundred twenty (3120) months days after the end of the Closing DateYear, each Seller shall deliver to Buyer for Buyer’s review and approval, a proposed reconciliation statement (each a “Seller’s Reconciliation Statement”) for the Property setting forth (i) such Seller’s Actual Reimbursable Tenant Expenses, (ii) such Seller’s Actual Tenant Reimbursements, and (iii) a calculation of the difference difference, if any, between the two (i.e., establishing that such Seller’s Actual Reimbursable Tenant Expenses were either more or less than or equal to such Seller’s Actual Tenant Reimbursements). Upon Buyer’s review and approval of Seller’s calculations, which approval or disapproval shall be provided within ten (10) business days of Buyer’s receipt of a Seller’s Reconciliation Statement, any Any amount due to a Seller pursuant to the foregoing calculation (in the event such Seller’s Actual Tenant Reimbursements are less than such Seller’s Actual Reimbursable Tenant Expenses) or due to Buyer (in the event such Seller’s Actual Tenant Reimbursements are more than such Seller’s Actual Reimbursable Tenant Expenses), as the case may be, shall be paid by Buyer to such Seller or by such Seller to Buyer, as the case may be, within the earlier to occur of thirty (A30) ten (10) business days after Buyer collects such under collected amounts from Tenant, or (B) nine (9) months after delivery of the Closing Dateapplicable Seller’s Reconciliation Statement to Buyer. If Buyer is paid any such amount by a Seller’s, Buyer thereafter shall be obligated to promptly remit the applicable portion to the particular tenants entitled thereto. Buyer shall indemnify, defend, and hold Sellers and the other “Seller-Related Parties” (as defined below) harmless from and against any losses, costs, claims, damages, and liabilities, including, without limitation, reasonable attorneys’ fees and expenses incurred in connection therewith, arising out of or resulting from Buyer’s failure to remit any amounts actually received from either Seller to tenants in accordance with the provisions hereof. If Buyer has transferred its interest in any Constituent Property to a successor-in-interest or assignee prior to such date, then, on or before the transfer of its interest in such Constituent Property, Buyer shall (i) in writing expressly obligate such successor-in-interest or assignee to be bound directly to the applicable Seller by the provisions of this Section, and (ii) deliver written notice of such transfer to Sellers, and thereafter Sellers shall make the deliveries specified above to Buyer’s successor-in-interest or assignee. Each Seller’s Reconciliation Statement shall be final and binding for purposes of this Agreement.