Common use of Operating Expense Pass-Throughs Clause in Contracts

Operating Expense Pass-Throughs. Seller, as landlord under the Leases, may currently be collecting from Tenant under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, “Operating Expense Pass-Throughs”) incurred by Seller in connection with the ownership, operation, maintenance and management of the Property. If Seller has collected estimated payments of Operating Expense Pass-Throughs in excess of or in an amount less than Tenant’s share of such expenses with respect to the period during which Seller owned the Property, then the parties shall make an adjusting payment between them when the correct amounts can be determined, but in any event prior to the date that is sixty (60) days after the Closing Date, subject, however, to the following: For a period not to exceed six (6) months after the Closing Date, Purchaser shall indemnify, defend and hold Seller, as well as Asset Manager and Property Manager, free and harmless of, from and against any and all claims, demands, losses, liabilities, damages, costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred or suffered, arising out of, resulting from or in any way relating to any failure or alleged failure by Purchaser in crediting and/or reimbursing Tenant for an overpayment which overpayment is credited or reimbursed by Seller to Purchaser for further credit or reimbursement hereunder; Purchaser shall make good faith reasonable efforts to collect amounts owing from Tenant to Seller as a result of under- payment (for example, as a result of estimated expenses being less than actual expenses) and shall pay the same to Seller immediately upon (and, in any event, within thirty (30) days of) receipt but such efforts shall not limit Seller’s rights and remedies as provided in Subsection 6.1.2 above.

Operating Expense Pass-Throughs. Seller, as landlord under the Leases, may is currently be collecting from Tenant Tenants under the Leases additional rent to cover taxes, insurance, utilities, common area maintenance and other operating costs and expenses (collectively, “Operating Expense Pass-Throughs”) incurred by Seller in connection with the ownership, operation, maintenance and management of the Property. If Since Closing will not occur until calendar year 2015, Seller has collected estimated payments acknowledges and agrees that Seller shall be solely responsible for the reconciliation of Operating Expense Pass-Throughs in excess of or in an amount less than Tenant’s share of such expenses with respect to Tenants under the period during which Seller owned the Property, then the parties shall make an adjusting payment between them when the correct amounts can be determined, but in any event prior to the date that is sixty (60) days after the Closing Date, subject, however, to the following: For a period not to exceed six (6) months after the Closing Date, Purchaser shall indemnify, defend and hold Seller, as well as Asset Manager and Property Manager, free and harmless of, from and against any and all claims, demands, losses, liabilities, damages, costs and expensesLeases for calendar year 2014, including, without limitation, reasonable attorneys’ feesthe collection of any under collections and reimbursement of any over collections of such 2014 Operating Expense Pass-Throughs, incurred or suffered, arising out of, resulting from or all of which Seller shall reconcile in any way relating to any failure or alleged failure by Purchaser in crediting and/or reimbursing Tenant for an overpayment which overpayment is credited or reimbursed by accordance with the terms and conditions of the Leases. Seller to Purchaser for further credit or reimbursement hereunder; Purchaser shall make good faith use commercially reasonable efforts to collect amounts owing from Tenant conclude the reconciliation process for Operating Expense Pass-Throughs for calendar 2014 by the Closing Date, and shall provide prompt written notice to Seller as a result Purchaser of under- the final reconciliation of all such expenses (including the payment (for exampleand/or collection of any sums due in connection therewith, as the case may be). With respect to Operating Expense Pass-Throughs collected for the month of Closing, Seller and Purchaser shall each receive a result debit or credit, as the case may be, prorated as of the Closing Date. Operating Expense Pass-Throughs for Seller’s period of ownership during the year in which the Closing Date occurs (i.e., calendar year 2015) shall be reasonably estimated expenses being less than actual expenses) and by the parties as of the Closing Date if final bills are not available. If Seller was overpaid by any Tenant for the period with respect to any such Operating Expense Pass-Throughs prior to Closing, Seller shall pay the same amount of any over collection at the Closing as a closing statement credit; provided in the event of an under collection, the amount of the under collection shall be paid by Purchaser to Seller immediately upon outside of escrow within fifteen (and, in any event, within thirty (3015) days of) after receipt but such efforts from the applicable Tenant in connection with the 2015 year-end expense reconciliation process under the Leases. Any item in this Section 7.1.2 that is paid directly by any Tenant pursuant to its Lease shall not limit Seller’s rights be prorated between the parties, and remedies as provided in Subsection 6.1.2 abovePurchaser shall look to the Tenant to pay such items.

Operating Expense Pass-Throughs. SellerWith respect to each Project, the Subsidiary who owns such Project, as landlord under the LeasesLeases for such Project, may is currently be collecting from Tenant Tenants under the such Leases additional rent and expense stops (if any) to cover taxes, insurance, utilities, common area maintenance and other operating costs and expenses (collectively, “Operating Expense Pass-Throughs”) incurred by Seller in connection with the ownership, operation, maintenance and management of the Subject Property. If Seller has Partnership and Purchaser shall each receive a debit or credit, as the case may be, for the difference between the aggregate Tenants’ collected estimated payments account balances for Operating Expense Pass-Throughs and the amount of Operating Expense Pass-Throughs in excess due to or from Tenants as of the Closing Date. If Partnership or in an amount less than Tenant’s share of such expenses the relevant Subsidiary was overpaid by any Tenant for the period with respect to any such charges prior to Closing, Partnership shall remit to Purchaser such estimated overpayment at Closing. If Partnership or the relevant Subsidiary was underpaid by any Tenant for the period during which Seller owned the Property, then the parties shall make an adjusting payment between them when the correct amounts can be determined, but in with respect to any event such charges prior to Closing, Purchaser shall remit such amounts to Partnership promptly following Purchaser’s receipt of any such amounts after the date that is sixty Closing. Purchaser agrees to use reasonable efforts to complete the calendar year 2007 tenant reconciliations for each Project and submit such reconciliations to Tenants within ninety (6090) days after the Closing Date2007 calendar year end, subject, however, to including xxxxxxxx for any estimated underpayments by Tenants for the following: For a Subsidiaries’ period not to exceed six (6) months after the Closing Date, Purchaser shall indemnify, defend and hold Sellerof ownership, as well as Asset Manager provided above. In the event that any Tenant has not remitted such underpayment (and Property Manager, free and harmless of, from and against any and all claims, demands, losses, liabilities, damages, costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred or suffered, arising out of, resulting from or in any way relating Purchaser has not forwarded such payment to any failure or alleged failure by Purchaser in crediting and/or reimbursing Tenant for an overpayment which overpayment is credited or reimbursed by Seller to Purchaser for further credit or reimbursement hereunder; Purchaser shall make good faith reasonable efforts to collect amounts owing from Tenant to Seller as a result of under- payment (for example, as a result of estimated expenses being less than actual expensesPartnership) and shall pay the same to Seller immediately upon (and, in any event, within thirty (30) days ofafter Purchaser submits the calendar year 2007 reconciliation to such Tenant, then Partnership and/or the relevant Subsidiary shall have the right to xxx the delinquent Tenant for such underpayment, so long as Partnership does not cause a termination of any Lease or disturb any Tenant’s right to occupy its respective premises. Any item in this Section 11(g) receipt but such efforts that is paid directly by any Tenant pursuant to its Lease shall not limit Seller’s rights be prorated between the parties, and remedies as provided in Subsection 6.1.2 abovePurchaser shall look to the Tenant to pay such items. Partnership and Purchaser agree to cooperate and use their good faith and diligent efforts to do a true-up and make any necessary adjustments to the proration of the Operating Expense Pass-Throughs within a reasonable time after the calendar year end following Closing.

Operating Expense Pass-Throughs. Seller, as landlord under the Leases, may currently be collecting from Tenant the Tenants under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, “Operating Expense Pass-Throughs”) incurred by Seller in connection with the ownership, operation, maintenance and management of the Property. If Seller has collected estimated payments of Operating Expense Pass-Throughs in excess of or in an amount less than Tenant’s the Tenants’ share of such expenses with respect to during the period year (or other payment period) during which Seller owned the PropertyClosing occurs, then the parties shall make an adjusting payment between them when the correct amounts can be determined, but in any event prior determined after year-end (or other appropriate) billing to the date that is sixty (60) days after the Closing Dateand receipt from Tenants, subject, however, to the following: For a period not to exceed six PURCHASER SHALL INDEMNIFY, DEFEND AND HOLD SELLER, AS WELL AS MANAGER AND PROPERTY MANAGER, FREE AND HARMLESS OF, FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LOSSES, LIABILITIES, DAMAGES, COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES, INCURRED OR SUFFERED, ARISING OUT OF, RESULTING FROM OR IN ANY WAY RELATING TO ANY FAILURE OR ALLEGED FAILURE BY PURCHASER IN CREDITING AND/OR REIMBURSING A TENANT FOR AN OVERPAYMENT WHICH OVERPAYMENT IS CREDITED OR REIMBURSED BY SELLER TO PURCHASER FOR FURTHER CREDIT OR REIMBURSEMENT HEREUNDER; PURCHASER SHALL MAKE GOOD FAITH REASONABLE EFFORTS TO COLLECT AMOUNTS OWING FROM TENANTS TO SELLER AS A RESULT OF UNDER-PAYMENT (6I.E., AS A RESULT OF ESTIMATED EXPENSES BEING LESS THAN ACTUAL EXPENSES) months after the Closing DateAND SHALL PAY THE SAME TO SELLER IMMEDIATELY UPON (AND, Purchaser shall indemnifyIN ANY EVENT, defend and hold Seller, as well as Asset Manager and Property Manager, free and harmless of, from and against any and all claims, demands, losses, liabilities, damages, costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred or suffered, arising out of, resulting from or in any way relating to any failure or alleged failure by Purchaser in crediting and/or reimbursing Tenant for an overpayment which overpayment is credited or reimbursed by Seller to Purchaser for further credit or reimbursement hereunder; Purchaser shall make good faith reasonable efforts to collect amounts owing from Tenant to Seller as a result of under- payment (for example, as a result of estimated expenses being less than actual expenses) and shall pay the same to Seller immediately upon (and, in any event, within thirty WITHIN THIRTY (30) days ofDAYS OF) receipt but such efforts shall not limit Seller’s rights and remedies as provided in Subsection RECEIPT, BUT SUCH EFFORTS SHALL NOT LIMIT SELLER’S RIGHTS AND REMEDIES AS PROVIDED IN SUBSECTION 6.1.2 aboveABOVE.