Common use of Operating Expense Pass-Throughs Clause in Contracts

Operating Expense Pass-Throughs. Seller, as landlord under the Leases, is currently collecting from 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”) in connection with the ownership, operation, maintenance and management of the Property. Since Closing will not occur until calendar year 2015, Seller acknowledges and agrees that Seller shall be solely responsible for the reconciliation of Operating Expense Pass-Throughs with Tenants under the Leases for calendar year 2014, including, without limitation, the collection of any under collections and reimbursement of any over collections of such 2014 Operating Expense Pass-Throughs, all of which Seller shall reconcile in accordance with the terms and conditions of the Leases. Seller shall use commercially reasonable efforts to conclude the reconciliation process for Operating Expense Pass-Throughs for calendar 2014 by the Closing Date, and shall provide prompt written notice to Purchaser of the final reconciliation of all such expenses (including the payment and/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 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 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 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 outside of escrow within fifteen (15) days after receipt 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 be prorated between the parties, and Purchaser shall look to the Tenant to pay such items.

Operating Expense Pass-Throughs. Seller, as landlord under the Leases, is currently collecting from Tenants under the Leases additional rent over an expense stop to cover taxes, insurance, utilities, common area maintenance and other operating costs and expenses (collectively, “Operating Expense Pass-Throughs”) in connection with the ownership, operation, maintenance and management of the Subject Property. Since Closing will not occur until calendar year 2015, Seller acknowledges and agrees that Seller shall be solely responsible for the reconciliation of Operating Expense Pass-Throughs with Tenants under the Leases for calendar year 2014, including, without limitation, the collection of any under collections and reimbursement of any over collections of such 2014 Operating Expense Pass-Throughs, all of which Seller shall reconcile in accordance with the terms and conditions of the Leases. Seller shall use commercially reasonable efforts to conclude the reconciliation process for Operating Expense Pass-Throughs for calendar 2014 by the Closing Date, and shall provide prompt written notice to Purchaser of the final reconciliation of all such expenses (including the payment and/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 debit or credit, as the case may be, prorated for the difference between the Tenants’ collected account balance for Operating Expense Pass-Throughs and the amount of Operating Expense Pass-Throughs due to or from Tenants 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 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 charges prior to Closing, Seller shall pay remit to Purchaser such estimated overpayment at Closing. If Seller was underpaid by any Tenant for the period with respect to any such charges prior to Closing, Seller shall receive a credit at Closing for the 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 outside of escrow within fifteen (15) days after receipt from the applicable Tenant in connection with the 2015 year-end expense reconciliation process under the Leasessuch estimated underpayment. Any item in this Section 7.1.2 9(g) that is paid directly by any Tenant pursuant to its Lease Leases shall not be prorated between the parties, and Purchaser shall look to the said Tenant to pay such items. Seller 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 ninety (90) days after the calendar year end following Closing.

Operating Expense Pass-Throughs. Seller, as landlord under the Leases, is may currently be collecting from the 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. Since Closing will not occur until calendar year 2015, If Seller acknowledges and agrees that Seller shall be solely responsible for the reconciliation has collected estimated payments of Operating Expense Pass-Throughs with Tenants under in excess of or in an amount less than the Leases for calendar year 2014, including, without limitation, the collection of any under collections and reimbursement of any over collections Tenants’ share of such 2014 Operating Expense Pass-Throughs, all of which Seller shall reconcile in accordance with the terms and conditions of the Leases. Seller shall use commercially reasonable efforts to conclude the reconciliation process for Operating Expense Pass-Throughs for calendar 2014 by the Closing Date, and shall provide prompt written notice to Purchaser of the final reconciliation of all such expenses (including the payment and/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 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 (or other payment period) during which the Closing Date occurs (i.e.occurs, calendar year 2015) shall be reasonably estimated by then the parties as of shall make an adjusting payment between them when 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 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 correct amounts can be paid by Purchaser to Seller outside of escrow within fifteen (15) days determined after receipt 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 (or other appropriate) billing to its Lease shall not be prorated between the partiesand receipt from Tenants, and Purchaser shall look subject, however, to the Tenant to pay such itemsfollowing: 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 (I.E., 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, is may currently be collecting from Tenants Tenant 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. Since Closing will not occur until calendar year 2015, If Seller acknowledges and agrees that Seller shall be solely responsible for the reconciliation 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 Tenants under respect to the Leases for calendar year 2014period 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, the collection of reasonable attorneys’ fees, incurred or suffered, arising out of, resulting from or in any under collections and 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 of any over collections of such 2014 Operating Expense Pass-Throughs, all of which Seller hereunder; Purchaser shall reconcile in accordance with the terms and conditions of the Leases. Seller shall use commercially make good faith reasonable efforts to conclude the reconciliation process collect amounts owing from Tenant to Seller as a result of under- payment (for Operating Expense Pass-Throughs for calendar 2014 by the Closing Date, and shall provide prompt written notice to Purchaser of the final reconciliation of all such expenses (including the payment and/or collection of any sums due in connection therewithexample, as the case may be). With respect to Operating Expense Pass-Throughs collected for the month a result of Closing, Seller estimated expenses being less than actual expenses) and Purchaser shall each receive a 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 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 amount of same to Seller immediately upon (and, in any over collection at the Closing event, within thirty (30) days of) receipt but such efforts shall not limit Seller’s rights and remedies 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 outside of escrow within fifteen (15) days after receipt 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 be prorated between the parties, and Purchaser shall look to the Tenant to pay such itemsSubsection 6.1.2 above.

Operating Expense Pass-Throughs. Seller, as landlord under the Leases, is currently collecting from 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”") in connection with the ownership, operation, maintenance and management of the Property. Since Closing will not occur until calendar year 2015, Seller acknowledges and agrees that Seller shall be solely responsible for the reconciliation of Operating Expense Pass-Throughs with Tenants under the Leases for calendar year 2014, including, without limitation, the collection of any under collections and reimbursement of any over collections of such 2014 Operating Expense Pass-Throughs, all of which Seller shall reconcile in accordance with the terms and conditions of the Leases. Seller shall use commercially reasonable efforts to conclude the reconciliation process for Operating Expense Pass-Throughs for calendar 2014 by the Closing Date, and shall provide prompt written notice to Purchaser of the final reconciliation of all such expenses (including the payment and/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 debit or credit, as the case may be, prorated as for the difference between the aggregate Tenants' current account balances for Operating Expense Pass-Throughs and the amount of the Closing DateOperating Expense Pass-Throughs reimbursable to Purchaser. Operating Expense Pass-Throughs for Seller’s 's period of ownership during the year in which the Closing Date occurs (i.e., calendar year 2015) shall be reasonably estimated 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 charges prior to ClosingClosing and Purchaser reimburses or credits Tenants therefor, Seller shall pay the amount of any over collection at the Closing as a closing statement credit; provided in the event of an under collectionremit to Purchaser, the amount of the under collection shall be paid by Purchaser to Seller outside of escrow within fifteen (15) days after receipt from notice and submission of reasonably satisfactory evidence of such overpayment and reimbursement, its allocable share of the applicable Tenant in connection with the 2015 year-end expense reconciliation process under the Leasesoverpaid amount. Any item in this Section 7.1.2 that is paid directly by any Tenant pursuant to its Lease shall not be prorated between the parties, and Purchaser 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, is currently collecting from 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”) in connection with the ownership, operation, maintenance and management of the Subject Property. Since Closing will not occur until calendar year 2015, Seller acknowledges and agrees that Seller shall be solely responsible for the reconciliation of Operating Expense Pass-Throughs with Tenants under the Leases for calendar year 2014, including, without limitation, the collection of any under collections and reimbursement of any over collections of such 2014 Operating Expense Pass-Throughs, all of which Seller shall reconcile in accordance with the terms and conditions of the Leases. Seller shall use commercially reasonable efforts to conclude the reconciliation process for Operating Expense Pass-Throughs for calendar 2014 by the Closing Date, and shall provide prompt written notice to Purchaser of the final reconciliation of all such expenses (including the payment and/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 Partnership and Purchaser shall each receive a debit or credit, as the case may be, prorated for the difference between the aggregate Tenants’ collected account balances for Operating Expense Pass-Throughs and the amount of Operating Expense Pass-Throughs due to or from Tenants as of the Closing Date. Operating Expense Pass-Throughs for Seller’s period of ownership during If Partnership or the year in which the Closing Date occurs (i.e., calendar year 2015) shall be reasonably estimated by the parties as of the Closing Date if final bills are not available. If Seller relevant Subsidiary was overpaid by any Tenant for the period with respect to any such Operating Expense Pass-Throughs charges prior to Closing, Seller Partnership shall pay remit to Purchaser such estimated overpayment at Closing. If Partnership or the amount relevant Subsidiary was underpaid by any Tenant for the period with respect to any such charges prior to Closing, Purchaser shall remit such amounts to Partnership promptly following Purchaser’s receipt of any over collection at such amounts after the Closing as a closing statement credit; provided in Closing. Purchaser agrees to use reasonable efforts to complete the event of an under collection, the amount of the under collection shall be paid by Purchaser calendar year 2007 tenant reconciliations for each Project and submit such reconciliations to Seller outside of escrow Tenants within fifteen ninety (1590) days after receipt from the applicable 2007 calendar year end, including ▇▇▇▇▇▇▇▇ for any estimated underpayments by Tenants for the Subsidiaries’ period of ownership, as provided above. In the event that any Tenant in connection with has not remitted such underpayment (and Purchaser has not forwarded such payment to Partnership) within thirty (30) days after Purchaser submits the 2015 year-end expense calendar year 2007 reconciliation process under to such Tenant, then Partnership and/or the Leasesrelevant Subsidiary shall have the right to ▇▇▇ 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 7.1.2 11(g) that is paid directly by any Tenant pursuant to its Lease shall not be prorated between the parties, and Purchaser 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.