Common use of Lease Rentals Clause in Contracts

Lease Rentals. All non-delinquent rents (including all accrued tax and operating expense pass-throughs), charges and revenue of any kind receivable from the Leases and other income of the Property will be prorated at Closing. Seller will receive all rents (including all accrued tax and operating expense pass-throughs), charges and other revenue of any kind receivable from the Leases up to, but not including, the Closing Date. No proration will be made with respect to any delinquent rents of any kind receivable from the Leases for any period before Closing. All amounts collected by Buyer subsequent to Closing that relate to delinquent rents or other income from the Property will be promptly remitted to Seller; provided, however, all rents or other income from the Property that do not identify a specific invoice number received by Buyer after Closing will be applied first to any then-current rental or other income period following the Closing, second to the rental or other income period in which the Closing occurred, and third to satisfy delinquent rental or other income obligations for any period before Closing not prorated at Closing. Seller will retain all ownership rights relating to any such delinquent rents or income; if Buyer has not collected the same within thirty (30) days from the Closing Date, then Seller may take such action as it deems necessary to collect such delinquent rents or other income, including the commencement of an action against the tenants under the Leases or any other person liable for such delinquent rents, but not including any action for unlawful detainer or other action seeking to terminate such tenant’s occupancy of its premises. Notwithstanding the foregoing, if any of such operating expenses and other charges and expenses are payable by tenants under the Leases (collectively, the “Tenant Charges”) on an estimated basis, then the Tenant Charges shall be reconciled against actual charges and expenses as of and at the Closing, to the extent then possible, and Seller shall provide a proposed reconciliation for Buyer’s approval. Buyer shall have a period of one hundred eighty (180) days following the end of the calendar year in which the Closing Date occurs to provide Seller with a final reconciliation of Tenant Charges. Seller shall provide Buyer with any comments to Buyer’s draft within ten (10) business days following receipt, and the final reconciliation of Tenant Charges, as mutually agreed upon by Seller and Buyer, shall be known as the “Final Reconciliation”). Seller agrees to provide Buyer with reasonable accounting records or a copy of the general ledger for Seller’s ownership period during the calendar year of Closing, to be used by Buyer when preparing the proposed reconciliation. If the Final Reconciliation shows that Seller owes Buyer additional sums, Seller shall deliver such amount to Buyer within ten (10) days after determination of the Final Reconciliation. If the Final Reconciliation shows that Buyer owes Seller additional sums, Buyer shall pay such amount to Seller within ten (10) days after determination of the Final Reconciliation and collection of such sums from the tenants (provided that Buyer shall use commercially reasonable good faith efforts to collect such sums). Other than as set forth above, there shall not be any further reconciliation of such Tenant Charges after the Final Reconciliation thereof, the proration of such Tenant Charges pursuant to the Final Reconciliation being conclusively presumed to be accurate. After the Final Reconciliation of Tenant Charges is made by and between the parties, Buyer shall be solely liable and responsible to the tenants under the Leases for such reconciliation of Tenant Charges under the Leases.

Lease Rentals. All non-delinquent rents (including all accrued tax and operating expense pass-throughs), charges and revenue of any kind receivable from the Leases and other income of the Property will be prorated at Closing. Seller will receive all rents (including all accrued tax and operating expense pass-throughs), charges and other revenue of any kind receivable from the Leases up to, but not including, the Closing Date. No proration will be made with respect to any delinquent rents of any kind receivable from the Leases for any period before Closing. All amounts collected by Seller or Buyer subsequent to Closing that relate relating to delinquent rents or other income from the Property will be promptly remitted to Buyer (if collected by Seller; provided, however, all rents ) and applied first to the rental or other income from period in which the Property that do not identify a specific invoice number received by Buyer after Closing will be applied first occurred, second to any then-current rental or other income period following the Closing and any delinquent rental accruing following the Closing, second to the rental or other income period in which the Closing occurred, and third to satisfy delinquent rental or other income obligations for any period before Closing not prorated at Closing, with any such applicable amounts remitted (as needed) to the party entitled to such amounts as set forth hereinabove. Seller will retain all ownership rights relating to any such delinquent rents or incomeincome attributable to the period prior to the Closing; if Buyer has not collected the same within thirty sixty (3060) days from the Closing Date, then Seller may take such action as it deems necessary to collect such delinquent rents or other income, including the commencement of an action against the tenants under the Leases or any other person liable for such delinquent rents, but not including any action for unlawful detainer or other action seeking to terminate such tenant’s occupancy of its premisespremises or such tenant’s Lease. Notwithstanding the foregoing, if any of such operating expenses and other charges and expenses are payable by tenants under the Leases (collectively, the “Tenant Charges”) on an estimated basis, then the Tenant Charges shall be reconciled against actual charges and expenses as of and at the Closing, to the extent then possible, and Seller shall provide a proposed reconciliation for Buyer’s approval. Buyer Seller shall have a period of one hundred eighty (180) days following the end of the calendar year in which the actual Closing Date occurs to provide Seller Buyer with a final reconciliation of Tenant Charges. Seller shall provide Buyer with any comments to Buyer’s draft within ten Charges (10) business days following receipt, and the final reconciliation of Tenant Charges, as mutually agreed upon by Seller and Buyer, shall be known as the “Final Reconciliation”), which shall be subject to Buyer’s review and approval, not to be unreasonably withheld. Seller Buyer agrees to provide Buyer Seller with reasonable accounting records or a copy of the general ledger for SellerBuyer’s 2017 ownership period during the calendar year of Closing, to be used by Buyer Seller when preparing the proposed reconciliationFinal Reconciliation. If the Final Reconciliation shows that Seller owes Buyer additional sums, Seller shall deliver such amount to Buyer within ten (10) days after determination Buyer, together with the delivery of the Final ReconciliationReconciliation of the Tenant Charges. If the Final Reconciliation shows that Buyer owes Seller additional sums, Buyer shall pay such amount to Seller within ten thirty (1030) days after determination of the Final Reconciliation and collection Buyer’s receipt of such sums from the tenants (provided that Buyer shall use commercially reasonable good faith efforts to collect such sums)Final Reconciliation. Other than as set forth above, there shall not be any further reconciliation of such Tenant Charges after the Final Reconciliation thereof, the proration of such Tenant Charges pursuant to the Final Reconciliation being conclusively presumed to be accurate. After the Final Reconciliation of Tenant Charges is made by and between the parties, Buyer shall be solely liable and responsible to the tenants under the Leases for such reconciliation of Tenant Charges under the Leases. The foregoing covenants made by the parties with respect to the Final Reconciliation of the Tenant Charges shall survive the Closing.

Lease Rentals. All non-delinquent rents (including all accrued tax and operating expense pass-throughs), charges and revenue of any kind receivable from that certain Office Lease dated March 28, 2005 by and between Seller and Buyer, as amended by that certain First Amendment to Lease dated as of March 31, 2006, that certain Second Amendment to Lease dated as of February 23, 2010, and that certain Third Amendment to Lease dated as of February 1, 2013 (collectively, the Leases “Intuit Lease”) and any other income of the Property will be prorated at Closing. Seller will receive all rents (including all accrued tax and operating expense pass-throughs), charges and other revenue of any kind receivable from the Leases Intuit Lease up to, but not including, the Closing Date. No proration will be made with respect to any Any delinquent rents of any kind receivable from the Leases for any period before Closing. All amounts collected by Buyer subsequent to Closing that relate to delinquent rents or other income from the Property will be promptly remitted to Seller; provided, however, all rents or other income from the Property that do not identify a specific invoice number received by Buyer after Closing will be applied first to any then-current rental or other income period following the Closing, second to the rental or other income period in which the Closing occurred, and third to satisfy delinquent rental or other income obligations Intuit Lease for any period before Closing not prorated shall be paid by Buyer to Seller at Closing. Seller will retain all ownership rights relating Closing in addition to any such delinquent rents or income; if Buyer has not collected the same within thirty (30) days from the Closing Date, then Seller may take such action as it deems necessary to collect such delinquent rents or other income, including the commencement of an action against the tenants under the Leases or any other person liable for such delinquent rents, but not including any action for unlawful detainer or other action seeking to terminate such tenant’s occupancy of its premisesPurchase Price. Notwithstanding the foregoing, if any of such operating expenses and other charges and expenses are payable by tenants Buyer (in its capacity as tenant) under the Leases Intuit Lease (collectively, the “Tenant Charges”) on an estimated basis, then the Tenant Charges shall be reconciled against actual charges and expenses as of and at the Closing, to the extent then possible, and Seller shall provide a proposed -15- Xxxxxx Realty, L.P. - Purchase Agreement Santa Fe Summit CONFIDENTIAL TREATMENT REQUESTED BY INTUIT INC. reconciliation for Buyer’s reasonable approval. Buyer Seller shall have a period of one hundred eighty until the date that is ninety (18090) days following the end of the calendar year in which after the Closing Date occurs to provide Seller Buyer with a final reconciliation of any Tenant Charges. Charges for (i) calendar year 2015 that have not yet been reconciled between Buyer and Seller shall provide Buyer with any comments pursuant to Buyer’s draft within ten (10) business days following receiptthe terms of the Intuit Lease, and the final reconciliation (ii) Seller’s period of Tenant Charges, as mutually agreed upon by Seller and Buyer, shall be known as ownership in calendar year 2016 (the “Final Reconciliation”). Seller agrees to provide Buyer with reasonable accounting records or a copy of the general ledger for Seller’s ownership period during the calendar year of Closing, to be used by Buyer when preparing the proposed reconciliation. If the Final Reconciliation shows that Seller owes Buyer additional sums, Seller shall deliver such amount to Buyer within ten (10) days after determination together with the delivery of the Final ReconciliationReconciliation of the Tenant Charges. If the Final Reconciliation shows that Buyer owes Seller additional sums, Buyer shall pay deliver such amount to Seller together within ten (10) days after determination Buyer’s receipt of the Final Reconciliation and collection from Seller. All of such sums from Buyer’s rights as Tenant under the tenants (provided that Buyer shall use commercially reasonable good faith efforts Intuit Lease with regard to collect such sums). Other than as the “Statement” set forth above, there in Section 4.8 of the Intuit Lease shall not be any further reconciliation of such Tenant Charges after apply equally to the Final Reconciliation thereof, Reconciliation. The foregoing covenants made by the proration of such Tenant Charges pursuant parties with respect to the Final Reconciliation being conclusively presumed to be accurate. After of the Final Reconciliation of Tenant Charges is made by and between shall survive the parties, Buyer shall be solely liable and responsible to the tenants under the Leases for such reconciliation of Tenant Charges under the LeasesClosing.

Lease Rentals. All non-delinquent rents (including all accrued tax and operating expense pass-throughs), charges and revenue of any kind receivable from the Leases and other income which are not delinquent as of the Property Closing will be prorated at Closing. Seller will receive all rents (including all accrued tax and operating expense pass-throughs), charges and other revenue of any kind receivable from the Leases up to, but not including, the Closing Date, and Buyer shall receive all such amounts from and after the Closing Date. No proration will be made with respect to any delinquent rents of any kind receivable from the Leases for any period before ClosingClosing which are delinquent. All amounts collected by Buyer subsequent to Closing that relate relating to rents which are delinquent rents or other income from the Property will be promptly remitted to Seller; provided, however, all rents or other income from the Property that do not identify a specific invoice number received by Buyer from any specific tenant under a Lease after Closing will be applied first to any then-current rental or other income period following the Closing, second to the rental or other income period under such Lease in which the Closing occurred, second to any current rental period under such Lease following the Closing and third to satisfy delinquent rental or other income obligations under such Lease for any period before Closing not prorated at Closing. In no event shall Seller will retain all ownership rights be permitted to contact any tenants regarding delinquent rents. All amounts paid to Seller subsequent to Closing relating to any such delinquent rents or income; if Buyer has not collected which are due and owing for the same within thirty (30) days from period prior to Closing shall solely belong to Seller. All amounts paid to Seller subsequent to Closing relating to rents which are due and owing for the period after Closing Date, then Seller may take such action as it deems necessary shall belong to collect such delinquent rents or other income, including the commencement of an action against the tenants under the Leases or any other person liable for such delinquent rents, but not including any action for unlawful detainer or other action seeking to terminate such tenant’s occupancy of its premisesBuyer. Notwithstanding the foregoing, if any of such operating expenses and other charges and expenses are payable by tenants under the Leases (collectively, the “"Tenant Charges”") on an estimated basis, then the Tenant Charges for the period of time in the calendar year prior to the Closing shall be reconciled against actual charges and expenses as of and at the Closingfor such period, to the extent then possible, and Seller provided that such reconciliation shall provide a proposed reconciliation for Buyer’s approval. Buyer shall have a period of not be performed until no later than one hundred eighty twenty (180120) days following the end Closing Date (the "Reconciliation Period"). Upon request therefor by Buyer, Seller shall deliver to Buyer any written materials in Seller’s immediate possession regarding any Tenant Charges incurred by Seller and/or charged to the tenants pursuant to the Leases prior to the Closing. In accordance with the terms of the calendar year in which Leases (and within the Closing Date occurs to provide Seller with a timeframes required thereunder). Buyer shall prepare such final reconciliation of Tenant Chargesand forward the same to Seller for Seller’s review and reasonable approval prior to sending the reconciliations to the tenants. Seller shall provide Buyer with any comments to Buyer’s draft within ten (10) business days following receipt, and If the final reconciliation of Tenant Charges, as mutually agreed upon by Seller and Buyer, shall be known as the “Final Reconciliation”). Seller agrees to provide Buyer with reasonable accounting records or a copy of the general ledger for Seller’s ownership period during the calendar year of Closing, to be used by Buyer when preparing the proposed reconciliation. If the Final Reconciliation shows that Seller owes Buyer tenants additional sumssums due to over-collection, Seller shall deliver such amount to Buyer within ten (10) days after determination of the Final Reconciliationreceiving such final reconciliation from Buyer. If the Final Reconciliation final reconciliation (as reasonably approved by Seller as provided above) shows that Buyer owes Seller additional sumssums due to under-collection, Buyer shall pay such amount to Seller within ten (10) days after determination Buyer’s receipt of the Final Reconciliation and collection of such sums under-collected amounts from the tenants (provided that which under-collected amounts Buyer shall use commercially reasonable good faith efforts to collect such sumsin the ordinary course of business). Other than as set forth above, there shall not be any further reconciliation of such Tenant Charges after the Final Reconciliation final reconciliation thereof, the proration of such Tenant Charges pursuant to the Final Reconciliation final reconciliation being conclusively presumed to be accurate. After the Final Reconciliation final reconciliation of Tenant Charges is made by and between the parties, Buyer shall be solely liable and responsible to the tenants under the Leases for such reconciliation of Tenant Charges under the Leases. The foregoing covenants made by the parties with respect to the final reconciliation of the Tenant Charges shall survive the Closing.

Lease Rentals. All non-delinquent rents (including all accrued tax and operating expense pass-throughs), charges and revenue of any kind receivable from the Leases and other income of the Property will collected Rents shall be prorated at Closing. between Seller will receive all rents (including all accrued tax and operating expense pass-throughs), charges and other revenue Buyer as of any kind receivable from the Leases up to, but not including, 12:01 a.m. on the Closing Date. No proration will Seller shall be made with respect entitled to all Rents attributable to any delinquent rents of any kind receivable from period prior to but not including the Leases for Closing Date. Buyer shall be entitled to all Rents attributable to any period before on and after the Closing Date. Rents not collected as of the Closing Date shall not be prorated at the time of Closing. All amounts After Closing, Buyer shall make a good faith effort to collect any Rents not collected by as of the Closing Date on Seller’s behalf and to tender the same to Seller upon receipt (which obligation of Buyer subsequent to shall survive the Closing that relate to delinquent rents or other income from the Property will and not be promptly remitted to Sellermerged therein); provided, however, that all rents or other income from the Property that do not identify a specific invoice number received Rents collected by Buyer on or after the Closing will Date shall first be applied first to any then-current rental or other income period following the Closing, second to the rental or other income period in which the Closing occurred, and third to satisfy delinquent rental or other income obligations for any period before Closing not prorated at Closing. Seller will retain all ownership rights relating to any such delinquent rents or income; if Buyer has not collected the same within thirty (30) days from the Closing Date, then Seller may take such action as it deems necessary to collect such delinquent rents or other income, including the commencement of an action against the tenants amounts due under the Leases or any other person liable for such delinquent rentsat the time of collection (i.e., current Rents and sums due Buyer as the current owner and landlord) with the balance (if any) payable to Seller, but only to the extent of amounts delinquent and actually due Seller. Buyer shall not including any action for unlawful detainer or other action seeking have an exclusive right to terminate such tenant’s occupancy of its premises. Notwithstanding collect the foregoing, if any of such operating expenses and other charges and expenses are payable by tenants sums due Seller under the Leases (collectively, the “Tenant Charges”) on an estimated basis, then the Tenant Charges shall be reconciled against actual charges and expenses as of and at the Closing, to the extent then possible, and Seller shall provide a proposed reconciliation for Buyer’s approval. Buyer shall have a period of one hundred eighty (180) days following the end of the calendar year in which the Closing Date occurs hereby retains its rights to provide Seller with a final reconciliation of Tenant Charges. Seller shall provide Buyer with pursue claims against any comments to Buyer’s draft within ten (10) business days following receipt, and the final reconciliation of Tenant Charges, as mutually agreed upon by Seller and Buyer, shall be known as the “Final Reconciliation”). Seller agrees to provide Buyer with reasonable accounting records or a copy of the general ledger for Seller’s ownership period during the calendar year of Closing, to be used by Buyer when preparing the proposed reconciliation. If the Final Reconciliation shows that Seller owes Buyer additional sums, Seller shall deliver such amount to Buyer within ten (10) days after determination of the Final Reconciliation. If the Final Reconciliation shows that Buyer owes Seller additional sums, Buyer shall pay such amount to Seller within ten (10) days after determination of the Final Reconciliation and collection of such sums from the tenants (provided that Buyer shall use commercially reasonable good faith efforts to collect such sums). Other than as set forth above, there shall not be any further reconciliation of such Tenant Charges after the Final Reconciliation thereof, the proration of such Tenant Charges pursuant to the Final Reconciliation being conclusively presumed to be accurate. After the Final Reconciliation of Tenant Charges is made by and between the parties, Buyer shall be solely liable and responsible to the tenants tenant under the Leases for sums due with respect to periods prior to the Closing Date; provided, however, that Seller (i) shall be required to notify Buyer in writing of its intention to commence or pursue such reconciliation legal proceedings; (ii) shall only be permitted to commence or pursue any legal proceedings after the date which is ninety (90) days after Closing; and (iii) shall not be permitted to commence or pursue any legal proceedings against any tenant seeking eviction of Tenant Charges under such tenant or the Leasestermination of the underlying lease. The terms of the immediately preceding sentence shall survive the Closing and not be merged therein.

Lease Rentals. All non-delinquent Notwithstanding anything to the contrary set forth in the Agreement, all rents (including all accrued tax and operating expense pass-throughs), charges and revenue of any kind receivable from the Leases and other income which are not delinquent as of the Property First Closing will be prorated at the First Closing. Seller will receive all rents (including all accrued tax and operating expense pass-throughs), charges and other revenue of any kind receivable from the Leases up to, but not including, the First Closing Date, and Buyer shall receive all such amounts from and after the First Closing Date. No proration will be made with respect to any delinquent rents of any kind receivable from the Leases for any period before Closingthe First Closing which are delinquent. All amounts collected by Buyer subsequent to the First Closing that relate relating to rents which are delinquent rents or other income from the Property will be promptly remitted to Seller; provided, however, all rents or other income from the Property that do not identify a specific invoice number received by Buyer from any specific tenant under a Lease after the First Closing will be applied first to any then-current the rental or other income period following under such Lease in which the ClosingFirst Closing occurred, second to any current rental period under such Lease following the rental or other income period in which the First Closing occurred, and third to satisfy delinquent rental or other income obligations under such Lease for any period before the First Closing not prorated at the First Closing. In no event shall Seller will retain all ownership rights be permitted to contact any tenants regarding delinquent rents. All amounts paid to Seller subsequent to the First Closing relating to any such delinquent rents or income; if Buyer has not collected which are due and owing for the same within thirty (30) days from period prior to {2108-00079/00770738;} -Exhibit P- the First Closing Date, then shall solely belong to Seller. All amounts paid to Seller may take such action as it deems necessary subsequent to collect such delinquent the First Closing relating to rents or other income, including which are due and owing for the commencement of an action against period after the tenants under the Leases or any other person liable for such delinquent rents, but not including any action for unlawful detainer or other action seeking First Closing shall belong to terminate such tenant’s occupancy of its premisesBuyer. Notwithstanding the foregoing, if any of such operating expenses and other charges and expenses are payable by tenants under the Leases (collectively, the “"Tenant Charges”") on an estimated basis, then the Tenant Charges for the period of time in the calendar year prior to the First Closing shall be reconciled against actual charges and expenses as of and at the Closingfor such period, to the extent then possible, and Seller provided that such reconciliation shall provide a proposed reconciliation for Buyer’s approval. Buyer shall have a period of not be performed until no later than one hundred eighty twenty (180120) days following the end First Closing Date (the "Reconciliation Period"). Upon request therefor by Buyer, Seller shall deliver to Buyer any written materials in Seller’s immediate possession regarding any Tenant Charges incurred by Seller and/or charged to the tenants pursuant to the Leases prior to the First Closing. In accordance with the terms of the calendar year in which Leases (and within the Closing Date occurs to provide Seller with a timeframes required thereunder), Buyer shall prepare such final reconciliation of Tenant Chargesand forward the same to Seller for Seller’s review and reasonable approval prior to sending the reconciliations to the tenants. Seller shall provide Buyer with any comments to Buyer’s draft within ten (10) business days following receipt, and If the final reconciliation of Tenant Charges, as mutually agreed upon by Seller and Buyer, shall be known as the “Final Reconciliation”). Seller agrees to provide Buyer with reasonable accounting records or a copy of the general ledger for Seller’s ownership period during the calendar year of Closing, to be used by Buyer when preparing the proposed reconciliation. If the Final Reconciliation shows that Seller owes Buyer tenants additional sumssums due to over-collection, Seller shall deliver such amount to Buyer within ten (10) days after determination of the Final Reconciliationreceiving such final reconciliation from Buyer. If the Final Reconciliation final reconciliation (as reasonably approved by Seller as provided above) shows that Buyer owes Seller additional sumssums due to under-collection, Buyer shall pay such amount to Seller within ten (10) days after determination Buyer’s receipt of the Final Reconciliation and collection of such sums under-collected amounts from the tenants (provided that which under-collected amounts Buyer shall use commercially reasonable good faith efforts to collect such sumsin the ordinary course of business). Other than as set forth above, there shall not be any further reconciliation of such Tenant Charges after the Final Reconciliation final reconciliation thereof, the proration of such Tenant Charges pursuant to the Final Reconciliation final reconciliation being conclusively presumed to be accurate. After the Final Reconciliation final reconciliation of Tenant Charges is made by and between the parties, Buyer shall be solely liable and responsible to the tenants under the Leases for such reconciliation of Tenant Charges under the Leases. The foregoing covenants made by the parties with respect to the final reconciliation of the Tenant Charges shall survive the First Closing.

Lease Rentals. All nonfixed rentals, escalation rentals, operating cost pass-delinquent rents throughs (including all accrued tax and operating expense pass-throughs), charges and revenue of any kind receivable from the Leases common area maintenance charges) and other income sums and charges payable under Tenant Leases shall be referred to herein as “Rentals.” Rentals actually collected as of the Property will Closing Date for the calendar month in which the Closing occurs shall be prorated at Closing. Seller will receive all rents (including all accrued tax and operating expense pass-throughs), charges and other revenue the Close of any kind receivable from the Leases up to, but not including, Escrow effective as of the Closing Date. No proration will be made with respect to any Rentals are delinquent rents of any kind receivable from the Leases for any period before Closing. All amounts collected by Buyer subsequent to Closing that relate to delinquent rents or other income from the Property will be promptly remitted to Seller; provided, however, all rents or other income from the Property that do when payment thereof is due but has not identify a specific invoice number been received by Buyer after Closing will be applied first to any then-current rental or other income period following Seller as of the Closing, second to the rental or other income period in which the Closing occurred, and third to satisfy delinquent rental or other income obligations for any period before Closing not prorated at ClosingClose of Escrow. Seller will retain all ownership rights relating to any such delinquent rents or income; if Buyer has not collected the same within thirty (30) days from the Closing Date, then Seller may take such action as it deems necessary to collect such delinquent rents or other income, including the commencement of an action against the tenants under the Leases or any other person liable for such delinquent rents, but not including any action for unlawful detainer or other action seeking to terminate such tenant’s occupancy of its premises. Notwithstanding the foregoing, if any of such operating expenses and other charges and expenses are payable by tenants under the Leases (collectively, the “Tenant Charges”) on an estimated basis, then the Tenant Charges Delinquent rentals shall be reconciled against actual charges and expenses as of and at the Closing, to the extent then possible, prorated between Buyer and Seller shall provide a proposed reconciliation for Buyer’s approvalas and when received. Buyer shall have a period of one hundred eighty (180) days following the end of the calendar year in which the Closing Date occurs to provide Seller with a final reconciliation of Tenant Charges. Seller shall provide Buyer with any comments to Buyer’s draft within ten (10) business days following receipt, and the final reconciliation of Tenant Charges, as mutually agreed upon by Seller and Buyer, shall be known as the “Final Reconciliation”). Seller agrees to provide Buyer with reasonable accounting records or a copy of the general ledger for Seller’s ownership period during the calendar year of Closing, to be used by Buyer when preparing the proposed reconciliation. If the Final Reconciliation shows that Seller owes Buyer additional sums, Seller shall deliver such amount to Buyer within ten (10) days after determination of the Final Reconciliation. If the Final Reconciliation shows that Buyer owes Seller additional sums, Buyer shall pay such amount to Seller within ten (10) days after determination of the Final Reconciliation and collection of such sums from the tenants (provided that Buyer shall use commercially reasonable good faith efforts to collect such sums). Other than as set forth aboveany delinquent rentals, there but shall not be any further reconciliation obligated to commence a legal proceeding to do so. Delinquent rentals collected by Buyer, net of such Tenant Charges costs of collection (including reasonable attorneys’ fees), shall be applied first against amounts owed for periods after the Final Reconciliation Close of Escrow and then to pre-closing delinquent rentals. Buyer agrees that any payments due to Seller as a result of delinquent rentals collected by Buyer after Close of Escrow shall be payable by Buyer to Seller promptly upon receipt thereof, the proration of such Tenant Charges pursuant . Rentals received by Seller prior to the Final Reconciliation being conclusively presumed Closing Date attributable to the period after the Closing Date shall be accuratecredited to Buyer and debited to Seller at the Close of Escrow. After the Final Reconciliation of Tenant Charges is made by and between the partiesClosing Date, Buyer shall be solely liable and responsible Seller may take reasonable action to the collect delinquent rent from current tenants under the Leases for such reconciliation of Tenant Charges under the Leasesbut Seller may not institute legal proceedings or attempted eviction actions against current tenants.

Lease Rentals. All non-delinquent rents (including all accrued tax and operating expense pass-throughs), charges and revenue of any kind receivable from the Leases and other income of the Property which are not more than thirty (30) days delinquent will be prorated at Closing. Seller will receive all rents (including all accrued tax and operating expense pass-throughs), charges and other revenue of any kind receivable from the Leases up to, but not including, the Closing Date. No proration will be made with respect to any delinquent rents of any kind receivable from the Leases for any period before ClosingClosing which are more than thirty (30) days delinquent. All amounts collected by Buyer subsequent to Closing that relate relating to rents which are delinquent rents or other income from the Property by more than thirty (30) days will be promptly remitted to Seller; provided, however, all rents or other income from the Property that do not identify a specific invoice number received by Buyer after Closing will be applied first to any then-current rental or other income period following the Closing, second to the rental or other income period in which the Closing occurred, second to any current rental period following the Closing and third to satisfy delinquent rental or other income obligations for any period before Closing not prorated at Closing. Seller will retain all ownership rights relating to any such rents which are delinquent rents or incomeby more than thirty (30) days; if Buyer has not collected the same within thirty (30) days from the Closing Date, then Seller may take such action as it deems necessary to collect such rents which are delinquent rents or other incomeby more than thirty (30) days, including the commencement of an action against the tenants under the Leases or any other person liable for such delinquent rents, but not including any action for unlawful detainer or other action seeking to terminate such tenant’s occupancy of its premises. All amounts paid to Seller subsequent to Closing relating to rents which are due and owing for the period prior to Closing shall solely belong to Seller. All amounts paid to Seller subsequent to Closing relating to rents which are due and owing for the period after Closing shall belong to Buyer, provided that before turning said amounts over to Buyer, Seller shall have the right to offset against said amounts any sums otherwise due and owing to Seller pursuant to the terms of this Section 8. Notwithstanding the foregoing, if any of such operating expenses and other charges and expenses are payable by tenants under the Leases (collectively, the “Tenant Charges”) on an estimated basis, then the Tenant Charges for the period of time prior to the Closing shall be reconciled against actual charges and expenses as of and at the Closingfor such period, to the extent then possible, and Seller provided that such reconciliation shall provide a proposed reconciliation for Buyer’s approval. Buyer shall have a period of not be performed until one hundred eighty (180) days following the Closing Date (the “Reconciliation Period”). Buyer shall prepare such final reconciliation (as approved by Seller) and forward the same to Seller for Seller’s review and approval on or before the end of the calendar year in which the Closing Date occurs to provide Seller with a final reconciliation of Tenant ChargesReconciliation Period. Seller shall provide Buyer with any comments to Buyer’s draft within ten (10) business days following receipt, and If the final reconciliation of Tenant Charges, as mutually agreed upon by Seller and Buyer, shall be known as the “Final Reconciliation”). Seller agrees to provide Buyer with reasonable accounting records or a copy of the general ledger for Seller’s ownership period during the calendar year of Closing, to be used by Buyer when preparing the proposed reconciliation. If the Final Reconciliation shows that Seller owes Buyer additional sums, Seller shall deliver such amount to Buyer within ten (10) days after determination of the Final Reconciliationreceiving such final reconciliation from Buyer. If the Final Reconciliation final reconciliation (as approved by Seller) shows that Buyer owes Seller additional sums, Buyer shall pay such amount to Seller within ten (10) days after determination Buyer’s delivery of the Final Reconciliation and collection of such sums from the tenants (provided that Buyer shall use commercially reasonable good faith efforts final reconciliation to collect such sums)Seller. Other than as set forth above, there shall not be any further reconciliation of such Tenant Charges after the Final Reconciliation final reconciliation thereof, the proration of such Tenant Charges pursuant to the Final Reconciliation final reconciliation being conclusively presumed to be accurate. After the Final Reconciliation final reconciliation of Tenant Charges is made by and between the parties, Buyer shall be solely liable and responsible to the tenants under the Leases for such reconciliation of Tenant Charges under the Leases. Seller shall reasonably cooperate with Buyer during the Reconciliation Period regarding Tenant Charges by allowing AT&T to audit Seller’s books and records with respect to such Tenant Charges at Seller’s management office subject to the applicable terms and conditions of AT&T’s Leases. The foregoing covenants made by the parties with respect to the final reconciliation of the Tenant Charges shall survive the Closing.

Lease Rentals. All non-delinquent rents collected rents, additional rent payments (including all accrued tax which, for the purposes of this Agreement, shall include percentage rent and operating expense pass-throughscommon area maintenance charges), charges estimated additional rent payments and revenue of any kind receivable other collected payments from tenants under the Leases and other income of the (as hereinafter defined) by each Seller prior to Closing with respect to its Individual Property will shall be prorated at Closingbetween such Seller and Buyer as of 11:59 p.m. on the day prior to the Closing Date (the “Apportionment Time”). For purposes of calculating such prorations, if the Closing occurs, with respect to each Seller’s Individual Property, (a) such Seller will receive shall be entitled to all rents (including all accrued tax and operating expense pass-throughs)rents, charges charges, and other revenue of any kind receivable from kind, in each case attributable to any period under the Leases up toprior to the Apportionment Time, but not includingand (b) Buyer shall be entitled to all rents, charges, and other revenue of any kind, in each case attributable to any period under the Leases after the Apportionment Time. The parties agree that (i) as of the Effective Date, the rent commencement dates are not specified in the following Leases: (a) Bank of America at the Xxxxxxx Shopping Center (the “BOA Lease”), (B) Banfield at the Olney Shopping Center (the “Banfield Lease”), and (C) PM Pediatrics at the Gateway Shopping Center (the “PM Pediatrics Lease”); (ii) the Leasing Cost Credit set forth on Schedule 5.6 hereto includes certain rent commencement date credits (the “RCD Rent Credit”) that Buyer will receive at Closing Date. No proration assuming that the rent commencement date for (x) the BOA Lease will be made on April 14, 2020, (y) the Banfield Lease will be on October 3, 2019, and (z) the PM Pediatrics Lease will be on October 17, 2019; and (iii) in the event the rent commencement date for any of the BOA Lease, the Banfield Lease or the PM Pediatrics Lease occurs before the date set forth in clause (ii) with respect to any delinquent rents such Lease, then the RCD Rent Credit for such Lease set forth on Schedule 5.6 shall be adjusted between such Seller and Buyer as of any kind receivable from the Leases actual rent commencement date for any period before Closing. All amounts collected by Buyer subsequent to Closing that relate to delinquent rents or other income from the Property will be promptly remitted to Seller; provided, however, all rents or other income from the Property that do not identify a specific invoice number received by Buyer after Closing will be applied first to any then-current rental or other income period following the Closing, second to the rental or other income period in which the Closing occurredsuch Lease, and third Buyer shall deliver to satisfy delinquent rental or other income obligations for any period before Closing not prorated at Closing. such Seller will retain all ownership rights relating to any such delinquent rents or income; if Buyer has not collected the same within thirty (30) days after the actual rent commencement date for such Lease the portion of the RCD Rent Credit for such Lease attributable to the period after the actual rent commencement date, provided that such tenant has commenced paying full rent under such Lease as of the rent commencement date. With respect to each Seller’s Individual Property, rents, additional rent payments, estimated additional rent payments or other reimbursements due landlord under the Leases not collected by such Seller as of the Closing Date shall not be prorated at the time of Closing. Seller shall have the right to seek to collect such amounts directly from such tenants but Seller shall not file suit against any such tenant (while such tenant is in occupancy at any Individual Property) or threaten or seek to evict any such tenant. All rents, escalations and other reimbursements due landlord under the Leases collected by Buyer on or after the Closing Date, then Seller may take such action as it deems necessary less the reasonable costs of collection, shall first be applied to collect such delinquent rents or other income, including the commencement of an action against the tenants all amounts due under the Leases or any at the time of collection (i.e., current and other person liable rents and sums due Buyer as the current owner and landlord), for the period from and after Closing, with the balance (if any) payable to such delinquent rentsSeller, but not including any action for unlawful detainer or other action seeking to terminate such tenant’s occupancy of its premises. Notwithstanding the foregoing, if any of such operating expenses and other charges and expenses are payable by tenants under the Leases (collectively, the “Tenant Charges”) on an estimated basis, then the Tenant Charges shall be reconciled against actual charges and expenses as of and at the Closing, only to the extent then possible, of amounts delinquent and Seller shall provide a proposed reconciliation for Buyer’s approval. Buyer shall have a period of one hundred eighty (180) days following the end of the calendar year in which the Closing Date occurs actually due to provide Seller with a final reconciliation of Tenant Charges. Seller shall provide Buyer with any comments to Buyer’s draft within ten (10) business days following receipt, and the final reconciliation of Tenant Charges, as mutually agreed upon by Seller and Buyer, shall be known as the “Final Reconciliation”). Seller agrees to provide Buyer with reasonable accounting records or a copy of the general ledger for such Seller’s ownership period during the calendar year of Closing, to be used by Buyer when preparing the proposed reconciliation. If the Final Reconciliation shows that Seller owes Buyer additional sums, Seller shall deliver such amount to Buyer within ten (10) days after determination of the Final Reconciliation. If the Final Reconciliation shows that Buyer owes Seller additional sums, Buyer shall pay such amount to Seller within ten (10) days after determination of the Final Reconciliation and collection of such sums from the tenants (provided that Buyer shall use commercially reasonable good faith efforts to collect such sums). Other than as set forth above, there shall not be any further reconciliation of such Tenant Charges after the Final Reconciliation thereof, the proration of such Tenant Charges pursuant to the Final Reconciliation being conclusively presumed to be accurate. After the Final Reconciliation of Tenant Charges is made by and between the parties, Buyer shall be solely liable and responsible to the tenants under the Leases for such reconciliation of Tenant Charges under the Leases.

Lease Rentals. All non-delinquent rents (including all accrued tax and operating expense pass-throughs), charges and revenue of any kind receivable from the Leases and other income of the Property will collected Rents shall be prorated at Closing. between Seller will receive all rents (including all accrued tax and operating expense pass-throughs), charges and other revenue Buyer as of any kind receivable from the Leases up to, but not including, 12:01 a.m. on the Closing Date. No proration will Seller shall be made with respect entitled to all Rents attributable to any delinquent rents of any kind receivable from period to but not including the Leases for Closing Date. Buyer shall be entitled to all Rents attributable to any period before on and after the Closing Date. Rents not collected as of the Closing Date shall not be prorated at the time of Closing. All amounts After Closing, Buyer shall make a good faith effort to collect any Rents not collected by as of the Closing Date on Seller’s behalf and to tender the same to Seller upon receipt (which obligation of Buyer subsequent to shall survive the Closing that relate to delinquent rents or other income from the Property will and not be promptly remitted to Sellermerged therein); provided, however, that all rents or other income from the Property that do not identify a specific invoice number received Rents collected by Buyer on or after the Closing will Date shall first be applied first to any then-current rental or other income period following the Closing, second to the rental or other income period in which the Closing occurred, and third to satisfy delinquent rental or other income obligations for any period before Closing not prorated at Closing. Seller will retain all ownership rights relating to any such delinquent rents or income; if Buyer has not collected the same within thirty (30) days from the Closing Date, then Seller may take such action as it deems necessary to collect such delinquent rents or other income, including the commencement of an action against the tenants amounts due under the Leases or any other person liable for such delinquent rentsat the time of collection (i.e., current Rents and sums due Buyer as the current owner and landlord) with the balance (if any) payable to Seller, but only to the extent of amounts delinquent and actually due Seller. Buyer shall not including any action for unlawful detainer or other action seeking have an exclusive right to terminate such tenant’s occupancy of its premises. Notwithstanding collect the foregoing, if any of such operating expenses and other charges and expenses are payable by tenants sums due Seller under the Leases (collectively, the “Tenant Charges”) on an estimated basis, then the Tenant Charges shall be reconciled against actual charges and expenses as of and at the Closing, to the extent then possible, and Seller shall provide a proposed reconciliation for Buyer’s approval. Buyer shall have a period of one hundred eighty (180) days following the end of the calendar year in which the Closing Date occurs hereby retains its rights to provide Seller with a final reconciliation of Tenant Charges. Seller shall provide Buyer with pursue claims against any comments to Buyer’s draft within ten (10) business days following receipt, and the final reconciliation of Tenant Charges, as mutually agreed upon by Seller and Buyer, shall be known as the “Final Reconciliation”). Seller agrees to provide Buyer with reasonable accounting records or a copy of the general ledger for Seller’s ownership period during the calendar year of Closing, to be used by Buyer when preparing the proposed reconciliation. If the Final Reconciliation shows that Seller owes Buyer additional sums, Seller shall deliver such amount to Buyer within ten (10) days after determination of the Final Reconciliation. If the Final Reconciliation shows that Buyer owes Seller additional sums, Buyer shall pay such amount to Seller within ten (10) days after determination of the Final Reconciliation and collection of such sums from the tenants (provided that Buyer shall use commercially reasonable good faith efforts to collect such sums). Other than as set forth above, there shall not be any further reconciliation of such Tenant Charges after the Final Reconciliation thereof, the proration of such Tenant Charges pursuant to the Final Reconciliation being conclusively presumed to be accurate. After the Final Reconciliation of Tenant Charges is made by and between the parties, Buyer shall be solely liable and responsible to the tenants tenant under the Leases for sums due with respect to periods prior to the Closing Date; provided, however, that Seller (i) shall be required to notify Buyer in writing of its intention to commence or pursue such reconciliation legal proceedings; (ii) shall only be permitted to commence or pursue any legal proceedings after the date which is ninety (90) days after Closing; and (iii) shall not be permitted to commence or pursue any legal proceedings against any tenant seeking eviction of Tenant Charges under such tenant or the Leasestermination of the underlying lease. The terms of the immediately preceding sentence shall survive the Closing and not be merged therein.

Lease Rentals. All non-delinquent rents (including all accrued tax and operating expense pass-throughs), charges and revenue of any kind receivable from the Leases and other income of the Property which are not more than thirty (30) days delinquent will be prorated at Closing. Seller will receive all rents (including all accrued tax and operating expense pass-throughs), charges and other revenue of any kind receivable from the Leases up to, but not including, the Closing Date. No proration will be made with respect to any delinquent rents of any kind receivable from the Leases for any period before ClosingClosing which are more than thirty (30) days delinquent. All amounts collected by Buyer subsequent to Closing that relate relating to rents which are delinquent rents or other income from the Property by more than thirty (30) days will be promptly remitted to Seller; provided, however, all rents or other income from the Property that do not identify a specific invoice number received by Buyer from any specific tenant under a Lease after Closing will be applied first to any then-current rental or other income period following the Closing, second to the rental or other income period under such Lease in which the Closing occurred, second to any current rental period under such Lease following the Closing and third to satisfy delinquent rental or other income obligations under such Lease for any period before Closing not prorated at Closing. Seller will retain all ownership rights relating to any such rents which are delinquent rents or incomeby more than thirty (30) days; if Buyer has not collected the same within thirty (30) days from the Closing Date, then Seller may take such action as it deems necessary to collect such rents which are delinquent rents or other incomeby more than thirty (30) days, including the commencement of an action against the tenants under the Leases or any other person liable for such delinquent rents, but not including any action for unlawful detainer or other action seeking to terminate such tenant’s occupancy of its premises. All amounts paid to Seller subsequent to Closing relating to rents which are due and owing for the period prior to Closing shall solely belong to Seller. All amounts paid to Seller subsequent to Closing relating to rents which are due and owing for the period after Closing shall belong to Buyer, provided that before turning said amounts over to Buyer, Seller shall have the right to offset against said amounts any sums otherwise due and owing to Seller pursuant to the terms of this Section 8. Notwithstanding the foregoing, if any of such operating expenses and other charges and expenses are payable by tenants under the Leases (collectively, the “Tenant Charges”) on an estimated basis, then the Tenant Charges for the period of time prior to the Closing shall be reconciled against actual charges and expenses as of and at the Closingfor such period, to the extent then possible, and Seller provided that such reconciliation shall provide a proposed reconciliation for Buyer’s approval. Buyer shall have a period of not be performed until one hundred eighty twenty (180120) days following the Closing Date (the “Reconciliation Period”). Buyer shall prepare such final reconciliation (as approved by Seller) and forward the same to Seller for Seller’s review and approval on or before the end of the calendar year in which the Closing Date occurs to provide Seller with a final reconciliation of Tenant ChargesReconciliation Period. Seller shall provide Buyer with any comments to Buyer’s draft within ten (10) business days following receipt, and If the final reconciliation of Tenant Charges, as mutually agreed upon by Seller and Buyer, shall be known as the “Final Reconciliation”). Seller agrees to provide Buyer with reasonable accounting records or a copy of the general ledger for Seller’s ownership period during the calendar year of Closing, to be used by Buyer when preparing the proposed reconciliation. If the Final Reconciliation shows that Seller owes Buyer additional sums, Seller shall deliver such amount to Buyer within ten (10) days after determination of the Final Reconciliationreceiving such final reconciliation from Buyer. If the Final Reconciliation final reconciliation (as approved by Seller) shows that Buyer owes Seller additional sums, Buyer shall pay such amount to Seller within ten (10) days after determination Buyer’s delivery of the Final Reconciliation and collection of such sums from the tenants (provided that Buyer shall use commercially reasonable good faith efforts final reconciliation to collect such sums)Seller. Other than as set forth above, there shall not be any further reconciliation of such Tenant Charges after the Final Reconciliation final reconciliation thereof, the proration of such Tenant Charges pursuant to the Final Reconciliation final reconciliation being conclusively presumed to be accurate. After the Final Reconciliation final reconciliation of Tenant Charges is made by and between the parties, Buyer shall be solely liable and responsible to the tenants under the Leases for such reconciliation of Tenant Charges under the Leases. The foregoing covenants made by the parties with respect to the final reconciliation of the Tenant Charges shall survive the Closing.