Common use of For the Closing Year Clause in Contracts

For the Closing Year. In order to enable Buyer to make any year- end reconciliations of tenant reimbursements of Reimbursable Tenant Expenses for the Closing Year after the end thereof, Seller shall determine in accordance with Section 5.4.1(c) 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”). On or before the date that is one hundred twenty (120) days after the end of the Closing Year, Seller shall deliver to Buyer a reconciliation statement (“Seller’s Reconciliation Statement”) setting forth (i) Seller’s Actual Reimbursable Tenant Expenses, (ii) Seller’s Actual Tenant Reimbursements, and (iii) a calculation of the 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). 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 thirty (30) days after delivery of the Seller’s Reconciliation Statement to Buyer. If Buyer is paid any such amount by Seller, 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 year- end reconciliations of tenant reimbursements of Reimbursable Tenant Expenses for the portion of the Closing Year after during which Seller owned the end thereofProperty, Seller shall determine in accordance with Section 5.4.1(c) hereof 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”). On Without limitation on Section 5.4.6 below, on or before the date that is one hundred twenty three (1203) days months after the end of the Closing YearDate, 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, if any, difference 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). Any 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) 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 within the earlier to Seller or by Seller to Buyer, as the case may be, within thirty occur of (30A) ten (10) business days after delivery of Buyer collects such under collected amounts from Tenant, or (B) nine (9) months after the Seller’s Reconciliation Statement to BuyerClosing Date. If Buyer is paid any such amount by Seller, 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’s

For the Closing Year. In order to enable Buyer to make any year- year-end reconciliations of tenant reimbursements of Reimbursable Tenant Expenses for the Closing Year after the end thereof, Seller shall determine in accordance with Section 5.4.1(c5.3.1(c) 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”). On or before the date that is one hundred twenty thirty (12030) days after the end of the Closing YearDate, Seller shall deliver to Buyer a reconciliation statement (each a “Seller’s Reconciliation Statement”) setting forth (i) Seller’s Actual Reimbursable Tenant Expenses, (ii) Seller’s Actual Tenant Reimbursements, and (iii) a calculation of the 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). 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 thirty (30) days after delivery of the Seller’s Reconciliation Statement to Buyer. If Buyer is paid any such amount by Seller, 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 Seller-Related Parties” (as hereinafter defineddefined 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 19Buyer 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 after during which Sellers owned the end thereofProperties, Seller Sellers shall determine in accordance with Section 5.4.1(c) hereof 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”). On Without limitation on Section 5.4.6 below, on or before the date that is one hundred twenty three (1203) days months after the end of the Closing YearDate, Seller Sellers shall deliver to Buyer for Buyer’s review and approval, a proposed reconciliation statement (a “Seller’s Sellers’ Reconciliation Statement”) for the 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, if any, difference between the two (i.e., establishing that Seller’s Sellers’ Actual Reimbursable Tenant Expenses were either more or less than or equal to Seller’s Sellers’ Actual Tenant Reimbursements). Any Upon Buyer’s review and approval of Sellers’ calculations, which approval or disapproval shall be provided within ten (10) business days of Buyer’s receipt of a 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 Buyer (in B) nine (9) months after the event Seller’s Closing Date. If Sellers’ Actual Tenant Reimbursements are more than Seller’s Sellers’ Actual Reimbursable Tenant Expenses), as the case may be, then Sellers shall be paid by pay to Buyer to Seller or by Seller to Buyer, as the case may be, such over collected amounts within thirty ten (3010) business days after delivery of the Seller’s Reconciliation Statement to Buyer. If Buyer is paid any such amount by Seller, 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 19approval (or deemed approval) of a Sellers’

For the Closing Year. In order to enable Buyer to make any year- year-end reconciliations of tenant reimbursements of Reimbursable Tenant Expenses for the Closing Year after the end thereof, each Seller shall determine in accordance with Section 5.4.1(c) 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”). On or before the date that is one hundred twenty (120) days after the end of the Closing Year, each Seller shall deliver to Buyer a reconciliation statement (each a “Seller’s Reconciliation Statement”) setting forth (i) such Seller’s Actual Reimbursable Tenant Expenses, (ii) such Seller’s Actual Tenant Reimbursements, and (iii) a calculation of the 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). 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 thirty (30) days after delivery of the applicable Seller’s Reconciliation Statement to Buyer. If Buyer is paid any such amount by a Seller, Buyer thereafter shall be obligated to promptly remit the applicable portion to the particular tenants entitled thereto. Buyer shall indemnify, defend, and hold Seller Sellers and the other “Seller Seller-Related Parties” (as hereinafter defineddefined 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 19Buyer 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.