Common use of Property Expense Pass-Throughs Clause in Contracts

Property Expense Pass-Throughs. To the extent the Leases require the Tenants to reimburse Seller for Operating Expenses and/or Taxes (collectively, the “Property Expenses”), in the event such Property Expenses are reconciled under the terms of the Leases at the end of the calendar year in which the Closing takes place, to reflect the actual Property Expenses incurred for the calendar year, such calendar year shall be deemed to constitute the “Reconciliation Period” for purposes of this Agreement and the following provisions shall apply: (i) On or before the Closing, Seller shall be responsible for computing and comparing on a Tenant-by-Tenant basis and delivering to Buyer a written statement setting forth: (A) the amount of Property Expenses incurred and actually paid by Seller with respect to the Reconciliation Period; and (B) the amount of Property Expenses actually received by Seller from the Tenants and/or third parties under the Leases with respect to the Reconciliation Period (“Pre-Closing Property Expense Reconciliation”). (ii) Within sixty (60) Calendar Days following the expiration of the Reconciliation Period, Buyer shall compute the actual Property Expenses incurred and paid by Seller and Buyer and the actual Property Expenses reimbursed (or not reimbursed) by the Tenants and/or third parties (whether in the form of estimated payments or otherwise), to Seller and/or Buyer with respect to the Reconciliation Period (“Property Expense Reconciliation”). Following the completion of the Property Expense Reconciliation, Buyer shall submit the same to Seller for Seller’s review and approval, which approval shall not be unreasonably withheld or delayed. In the event Seller fails to approve or disapprove of the Property Expense Reconciliation within ten (10) Business Days following the receipt of the same, such Property Expense Reconciliation shall be deemed approved by Seller. Following the approval (or deemed approval) by Seller of the Property Expense Reconciliation, Buyer shall forward the Property Expense Reconciliation to the applicable Tenants. Buyer hereby covenants to use reasonable efforts to enforce the provisions of the Leases which require the Tenants and/or third parties to reimburse the landlord for Property Expenses with respect to the Reconciliation Period. To the extent Seller or Buyer receives any such Property Expense reimbursement payments with respect to the Reconciliation Period, the same shall constitute Revenues and shall be paid to Seller or Buyer in the manner contemplated in Section 11.2(a)(i) hereof. (iii) Following the completion of the Property Expense Reconciliation, if the Property Expenses incurred and paid by Seller for that portion of the Reconciliation Period in question preceding the Closing exceed the reimbursed Property Expenses actually received by Seller from the Tenants and/or third parties under the Leases (whether in the form of estimated payments or otherwise), with respect to the Reconciliation Period (“Property Expense Reimbursement Shortfall”), Buyer shall pay to Seller an amount equal to such Property Expense Reimbursement Shortfall, to the extent that Buyer shall have collected and received such actual identifiable amounts from the Tenants and/or third parties under the Leases, within ten (10) Business Days following Buyer’s collection and receipt of the same. If the reimbursed Property Expenses received by Seller from the Tenants and/or third parties under the Leases (whether in the form of estimated payments or otherwise), with respect to the Reconciliation Period preceding the Closing exceed the Property Expenses incurred and paid by Seller with respect to the Reconciliation Period (“Property Expense Reimbursement Surplus”), then Seller shall pay an amount equal to such Property Expense Reimbursement Surplus to Buyer within ten (10) Business Days after Seller’s receipt of the Property Expense Reconciliation. Upon Seller’s payment to Buyer of any such Property Expense Reimbursement Surplus, Buyer shall be obligated to reimburse or credit the Tenants for such Property Expense Reimbursement Surplus as required under their respective Leases. (iv) Seller and Buyer hereby agree to reasonably cooperate with each other in connection with any disputes or claims by Tenants concerning the calculation of Property Expenses during the Reconciliation Period.

Property Expense Pass-Throughs. To the extent If the Leases require the Tenants to reimburse Seller for Operating Expenses and/or Taxes (collectively, the “Property Expenses”), in the event such Property Expenses are reconciled under the terms of the Leases at the end of the calendar year in which the Closing takes place, to reflect the actual Property Expenses incurred for the calendar year, such calendar year shall be deemed to constitute the “Reconciliation Period” for purposes of this Agreement and the following provisions shall apply: (i) On or before the Closing, Seller shall be responsible for computing and comparing on a Tenant-by-Tenant basis and delivering to Buyer a written statement setting forth: (A) the amount of Property Expenses incurred and actually paid by Seller with respect to the Reconciliation Period; and (B) the amount of Property Expenses actually received by Seller from the Tenants and/or third parties under the Leases with respect to the Reconciliation Period (“Pre-Closing Property Expense Reconciliation”)Period. (ii) Within sixty (60) Calendar Days following the expiration of the first Reconciliation Period, Buyer shall compute the actual Property Expenses incurred and paid by Seller and Buyer and the actual Property Expenses reimbursed (or not reimbursed) by the Tenants and/or third parties (whether in the form of estimated payments or otherwise), to Seller and/or Buyer with respect to the Reconciliation Period (“Property Expense Reconciliation”). Following the completion of the Property Expense Reconciliation, Buyer shall submit the same to Seller for Seller’s review and approval, which approval shall not be unreasonably withheld or delayed. In the event Seller fails to approve or disapprove of the Property Expense Reconciliation within ten (10) Business Days following the receipt of the same, such Property Expense Reconciliation shall be deemed approved by Seller. Following the approval (or deemed approval) by Seller of the Property Expense Reconciliation, Buyer shall forward the Property Expense Reconciliation to the applicable Tenants. Buyer hereby covenants to use reasonable efforts to enforce the provisions of the Leases which require the Tenants and/or third parties to reimburse the landlord for Property Expenses with respect to the Reconciliation Period. To the extent Buyer or Seller or Buyer receives any such Property Expense reimbursement payments with respect to the Reconciliation Period, the same shall constitute Revenues and shall be paid to Seller or Buyer in the manner contemplated in Section 11.2(a)(i) hereof. (iii) Following the completion of the Property Expense Reconciliation, if the Property Expenses incurred and paid by Seller for that portion of the Reconciliation Period in question preceding the Closing exceed the reimbursed Property Expenses actually received by Seller from the Tenants and/or third parties under the Leases (whether in the form of estimated payments or otherwise), with respect to the Reconciliation Period (“Property Expense Reimbursement Shortfall”), Buyer shall pay to Seller an amount equal to such Property Expense Reimbursement Shortfall, Shortfall to the extent that Buyer shall have collected and received such actual identifiable amounts from the Tenants and/or third parties under the Leases, within ten (10) Business Days following Buyer’s collection and receipt of the same. If the reimbursed Property Expenses received by Seller from the Tenants and/or third parties under the Leases (whether in the form of estimated payments or otherwise), with respect to the Reconciliation Period preceding the Closing exceed the Property Expenses incurred and paid by Seller with respect to the Reconciliation Period (“Property Expense Reimbursement Surplus”), then Seller shall pay an amount equal to such Property Expense Reimbursement Surplus to Buyer within ten (10) Business Days after Seller’s receipt of the Property Expense Reconciliation. Upon Seller’s payment to Buyer of any such Property Expense Reimbursement Surplus, Buyer shall be obligated to reimburse or credit the Tenants for such Property Expense Reimbursement Surplus as required under their respective Leases. (iv) Seller and Buyer hereby agree to reasonably cooperate with each other in connection with any disputes or claims by Tenants concerning the calculation of Property Expenses during the Reconciliation Period.

Property Expense Pass-Throughs. To the extent If the Leases require the Tenants to reimburse Seller for Operating Expenses and/or Taxes (collectively, the “Property Expenses”), in the event such Property Expenses are reconciled under the terms of the Leases at the end of the calendar year in which the Closing takes place, to reflect the actual Property Expenses incurred for the calendar year, such calendar year shall be deemed to constitute the “Reconciliation Period” for purposes of this Agreement and the following provisions shall apply: (i) On or before the Closing, Seller shall be responsible for computing and comparing on a Tenant-by-Tenant basis and delivering to Buyer a written statement setting forth: (A) the amount of Property Expenses incurred and actually paid by Seller with respect to the Reconciliation Period; and (B) the amount of Property Expenses actually received by Seller from the Tenants and/or third parties under the Leases with respect to the Reconciliation Period (“Pre-Closing Property Expense Reconciliation”)Period. (ii) Within sixty (60) Calendar Days following the expiration of the first Reconciliation Period, Buyer shall compute the actual Property Expenses incurred and paid by Seller and Buyer and the actual Property Expenses reimbursed (or not reimbursed) by the Tenants and/or third parties (whether in the form of estimated payments or otherwise), to Seller and/or Buyer with respect to the Reconciliation Period (“Property Expense Reconciliation”). Following the completion of the Property Expense Reconciliation, Buyer shall submit the same to Seller for Seller’s review and approval, which approval shall not be unreasonably withheld or delayed. In the event Seller fails to approve or disapprove of the Property Expense Reconciliation within ten (10) Business Days following the receipt of the same, such Property Expense Reconciliation shall be deemed approved by Seller. Following the approval (or deemed approval) by Seller of the Property Expense Reconciliation, Buyer shall forward the Property Expense Reconciliation to the applicable Tenants. Buyer hereby covenants to use commercially reasonable efforts to enforce the provisions of the Leases which require the Tenants and/or third parties to reimburse the landlord for Property Expenses with respect to the Reconciliation Period. To the extent Buyer or Seller or Buyer receives any such Property Expense reimbursement payments with respect to the Reconciliation Period, the same shall constitute Revenues and shall be paid to Seller or Buyer in the manner contemplated in Section 11.2(a)(i) hereof. (iii) Following the completion of the Property Expense Reconciliation, if the Property Expenses incurred and paid by Seller for that portion of the Reconciliation Period in question preceding the Closing exceed the reimbursed Property Expenses actually received by Seller from the Tenants and/or third parties under the Leases (whether in the form of estimated payments or otherwise), with respect to the Reconciliation Period (“Property Expense Reimbursement Shortfall”), Buyer shall pay to Seller an amount equal to such Property Expense Reimbursement Shortfall, Shortfall to the extent that Buyer shall have collected and received such actual identifiable amounts from the Tenants and/or third parties under the Leases, within ten (10) Business Days following Buyer’s collection and receipt of the same. If the reimbursed Property Expenses received by Seller from the Tenants and/or third parties under the Leases (whether in the form of estimated payments or otherwise), with respect to the Reconciliation Period preceding the Closing exceed the Property Expenses incurred and paid by Seller with respect to the Reconciliation Period (“Property Expense Reimbursement Surplus”), then Seller shall pay an amount equal to such Property Expense Reimbursement Surplus to Buyer within ten (10) Business Days after Seller’s receipt of the Property Expense Reconciliation. Upon Seller’s payment to Buyer of any such Property Expense Reimbursement Surplus, Buyer shall be obligated to reimburse or credit the Tenants for such Property Expense Reimbursement Surplus as required under their respective Leases. (iv) Seller and Buyer hereby agree to reasonably cooperate in good faith with each other in connection with any disputes or claims by Tenants concerning the calculation of Property Expenses during the Reconciliation Period.

Property Expense Pass-Throughs. To the extent If the Leases require the Tenants to reimburse Seller for Operating Expenses and/or Taxes (collectively, the “Property Expenses”), in the event such Property Expenses are reconciled under the terms of the Leases at the end of the calendar year in which the Closing takes place, 2011 to reflect the actual Property Expenses incurred for the such calendar year, such the calendar year 2011 shall be deemed to constitute the “Reconciliation Period” for purposes of this Agreement and the following provisions shall apply: (i) On or before the Closing, Seller shall be responsible for computing and comparing on a Tenant-by-Tenant basis and delivering to Buyer Purchaser a written statement setting forth: (A) the amount of Property Expenses incurred and actually paid by Seller with respect to the Reconciliation Period; and (B) the amount of Property Expenses actually received by Seller from the Tenants and/or third parties under the Leases with respect to the Reconciliation Period (“Pre-Closing Property Expense Reconciliation”)Period. (ii) Within sixty (60) Calendar Days following the expiration of the Reconciliation Period, Buyer Purchaser shall compute the actual Property Expenses incurred and paid by Seller and Buyer Purchaser and the actual Property Expenses reimbursed (or not reimbursed) by the Tenants and/or third parties (whether in the form of estimated payments or otherwise), to Seller and/or Buyer Purchaser with respect to the Reconciliation Period (“Property Expense Reconciliation”). Following the completion of the Property Expense Reconciliation, Buyer Purchaser shall submit the same to Seller for Seller’s review and approval, which approval shall not be unreasonably withheld or delayed. In the event Seller fails to approve or disapprove of the Property Expense Reconciliation within ten (10) Business Days following the receipt of the same, which failure continues for five (5) Business Days following delivery to Seller of a second written notice, such Property Expense Reconciliation shall be deemed approved by Seller. Following the approval (or deemed approval) by Seller of the Property Expense Reconciliation, Buyer Purchaser shall forward the Property Expense Reconciliation to the applicable Tenants. Buyer Purchaser hereby covenants to use reasonable efforts to enforce the provisions of the Leases which require the Tenants and/or third parties to reimburse the landlord for Property Expenses with respect to the Reconciliation Period. To the extent Purchaser or Seller or Buyer receives any such Property Expense reimbursement payments with respect to the Reconciliation Period, the same shall constitute Revenues and shall be paid to Seller or Buyer Purchaser in the manner contemplated in Section 11.2(a)(i(a)(i) hereof. (iii) Following the completion of the Property Expense Reconciliation, if the Property Expenses incurred and paid by Seller for that portion of the Reconciliation Period in question preceding the Closing exceed the reimbursed Property Expenses actually received by Seller from the Tenants and/or third parties under the Leases (whether in the form of estimated payments or otherwise), with respect to the Reconciliation Period (“Property Expense Reimbursement Shortfall”), Buyer Purchaser shall pay to Seller an amount equal to such Property Expense Reimbursement Shortfall, Shortfall to the extent that Buyer Purchaser shall have collected and received such actual identifiable amounts from the Tenants and/or third parties under the Leases, within ten (10) Business Days following Buyer’s collection and receipt of the same. If the reimbursed Property Expenses received by Seller from the Tenants and/or third parties under the Leases (whether in the form of estimated payments or otherwise), with respect to the Reconciliation Period preceding the Closing exceed the Property Expenses incurred and paid by Seller with respect to the Reconciliation Period (“Property Expense Reimbursement Surplus”), then Seller shall pay an amount equal to such Property Expense Reimbursement Surplus to Buyer Purchaser within ten (10) Business Days after Seller’s receipt of the Property Expense Reconciliation. Upon Seller’s payment to Buyer Purchaser of any such Property Expense Reimbursement Surplus, Buyer Purchaser shall be obligated to reimburse or credit the Tenants for such Property Expense Reimbursement Surplus as required under their respective Leases. (iv) Seller and Buyer Purchaser hereby agree to reasonably cooperate with each other in connection with any disputes or claims by Tenants concerning the calculation of Property Expenses during the Reconciliation Period. (v) In addition to the provisions set forth in Sections (b)(i)-(iv) above, in the event that following the Closing any Tenant makes a claim against Purchaser that the Property Expenses actually paid by such Tenant for calendar year 2011, 2010 or 2009 exceed the Property Expenses actually incurred by the Tenant for such year (a “Tenant Reimbursement Notice”), Purchaser shall provide Seller with a copy of such Tenant Reimbursement Notice and Seller and Purchaser hereby agree to reasonably cooperate with each other in connection with investigating the claims set forth in the Tenant Reimbursement Notice in accordance with the terms of the applicable Lease. If, after completing the inspection of the applicable Property Expenses set forth in the Tenant Reimbursement Notice according to the terms of the applicable Lease (“Tenant Property Expense Reconciliation”), it is determined that the Property Expenses actually received by Seller from such Tenant for the applicable calendar year exceed the Property Expenses properly allocable to such Tenant for the applicable calendar year (“Tenant Property Expense Reimbursement Surplus”), Seller shall pay to Tenant an amount equal to such Tenant Property Expense Reimbursement Surplus, together with any interest or other amounts owing with respect thereto pursuant to the applicable Lease, within ten (10) Business Days after completion of the applicable Tenant Property Expense Reconciliation. If, after completing the Tenant Property Expense Reconciliation it is determined that the Property Expenses actually received by Seller from such Tenant for the applicable calendar year were less than the Property Expenses properly allocable to such Tenant for the applicable calendar year (“Tenant Property Expense Reimbursement Shortfall”), Seller shall be entitled to credit the aggregate Tenant Property Expense Reimbursement Shortfall with respect to such Tenant against the aggregate Tenant Property Expense Reimbursement Surplus, if any, owing to such Tenant. Additionally, to the extent the aggregate Tenant Property Expense Reimbursement Shortfall with respect to such Tenant is greater than the aggregate Tenant Property Expense Reimbursement Surplus with respect to such Tenant, Seller shall the right to collect such amount from the Tenant, and in connection therewith Purchaser shall reasonably cooperate with Seller’s efforts to do so. Notwithstanding anything contained herein or in the Agreement to the contrary, the provisions of this Section (b)(v) shall terminate on December 31, 2012.

Property Expense Pass-Throughs. To Notwithstanding any provision in this Agreement to the extent contrary, if the Leases require the Tenants to reimburse Seller for Operating Expenses and/or Taxes (collectively, the “Property Expenses”), in the event such Property Expenses are reconciled under the terms of the Leases at the end of the calendar year in which the Closing takes place, place to reflect the actual Property Expenses incurred for the such calendar year, such calendar year shall be deemed to constitute the “Reconciliation Period,” for purposes of this Agreement and the following provisions shall apply: (i) i. On or before the Closing, Seller shall be responsible for computing and comparing on a Tenant-by-Tenant basis and delivering deliver to Buyer a written statement setting forth: (A) the amount of Property Expenses incurred and actually paid by Seller with respect to such Tenants during the portion of the Reconciliation PeriodPeriod preceding the Closing; and (B) the amount of Property Expenses actually received by Seller from the Tenants and/or third parties under the Leases with respect to during the portion of the Reconciliation Period (“Pre-Closing Property Expense Reconciliation”)preceding the Closing, in each case together with supporting documentation as may be reasonably requested by Buyer. (ii) Within sixty (60) Calendar Days following the expiration of the Reconciliation Period, . Buyer shall diligently and in good faith compute the actual Property Expenses incurred and paid by Seller and Buyer and the actual Property Expenses reimbursed (or not reimbursed) by the Tenants and/or third parties (whether in the form of estimated payments or otherwise), to Seller and/or Buyer with respect to the Reconciliation Period (“Property Expense Reconciliation”). Following the completion of the Property Expense Reconciliation, Buyer shall submit the same to the applicable Tenants and simultaneously provide a copy to Seller for Seller’s review and approval, which approval shall not be unreasonably withheld or delayed. In the event Seller fails to approve or disapprove of the Property Expense Reconciliation within ten (10) Business Days following the receipt of the same, together with all such Property Expense Reconciliation shall be deemed approved by Seller. Following the approval (or deemed approval) by Seller supporting materials used in connection with preparation of the Property Expense Reconciliation, Buyer shall forward the Property Expense Reconciliation to the applicable Tenants. Buyer hereby covenants to use reasonable efforts to enforce the provisions of the Leases which require the Tenants and/or third parties to reimburse the landlord for Property Expenses with respect to the Reconciliation Periodas may be requested by Seller). To the extent Seller or Buyer receives any such Property Expense reimbursement payments with respect to the Reconciliation Period, the same shall constitute Revenues and such payments shall be paid applied on a pro rata basis based on the percentage of reimbursement that Seller and Buyer are entitled to under the Property Expense Reconciliation, and to the extent either Seller or Buyer in receives a reimbursement following completion of the manner contemplated in Section 11.2(a)(iProperty Expense Reconciliation, it shall remit to the other Party such other Party's pro rata share of such reimbursement(s) hereofwithin ten (10) Business Days of receipt. (iii) . Following the completion of the Property Expense Reconciliation, if the Property Expenses incurred and paid by Seller for that portion of the Reconciliation Period in question preceding the Closing exceed the reimbursed Property Expenses actually received by Seller from the Tenants and/or third parties under the Leases (whether in the form of estimated payments or otherwise), with respect to the Reconciliation Period (“Property Expense Reimbursement Shortfall”), Buyer shall pay to Seller an amount equal to such Property Expense Reimbursement Shortfall, to the extent that Buyer shall have collected and received such actual identifiable amounts from the Tenants and/or third parties under the Leases, Shortfall within ten (10) Business Days following after Buyer’s collection and 's receipt of the sameProperty Expense Reimbursement Shortfall amounts from Tenants and/or third parties, subject to the provisions of Section 11.2 (b)(ii) above. If the reimbursed Property Expenses received by Seller from the Tenants and/or third parties under the Leases (whether in the form of estimated payments or otherwise), with respect to the Reconciliation Period preceding the Closing exceed the Property Expenses incurred and paid by Seller with respect to during the Reconciliation Period (“Property Expense Reimbursement Surplus”), then Seller shall pay an amount equal to such Property Expense Reimbursement Surplus to Buyer within ten (10) Business Days after Seller’s 's receipt of the Property Expense Reconciliation, prepared in accordance with the provisions of Section 11.2(b)(ii) above. Upon Seller’s 's payment to Buyer of any such Property Expense Reimbursement Surplus, Buyer shall be obligated to reimburse or credit the Tenants for such Property Expense Reimbursement Surplus as required under their respective Leases. (iv) . Seller and Buyer hereby agree to reasonably cooperate with each other in connection with any disputes or claims by Tenants or Seller concerning the calculation of Property Expenses during the Reconciliation Period. In computing the Property Expense Reconciliation, Buyer shall use substantially the same methodology as used by Seller in connection with past practices at the Property.

Property Expense Pass-Throughs. To the extent If the Leases require the Tenants to reimburse Seller for Operating Expenses and/or Taxes (collectively, the “Property Expenses”), in the event such Property Expenses are reconciled under the terms of the Leases at the end of the calendar year in which the Closing takes place, to reflect the actual Property Expenses incurred for the calendar year, such calendar year shall be deemed to constitute the “Reconciliation Period” for purposes of this Agreement and the following provisions shall apply: (i) On or before the Closing, Seller shall be responsible for computing and comparing on a Tenant-by-Tenant basis and delivering to Buyer a written statement setting forth: (A) the amount of Property Expenses incurred and actually paid by Seller with respect to the Reconciliation Period; and (B) the amount of Property Expenses actually received by Seller from the Tenants and/or third parties under the Leases with respect to the Reconciliation Period (“Pre-Closing Property Expense Reconciliation”)Period. (ii) Within sixty (60) Calendar Days following the expiration of the first Reconciliation Period, Buyer shall compute the actual Property Expenses incurred and paid by Seller and Buyer and the actual Property Expenses reimbursed (or not reimbursed) by the Tenants and/or third parties (whether in the form of estimated payments or otherwise), to Seller and/or Buyer with respect to the Reconciliation Period (“Property Expense Reconciliation”). Following the completion of the Property Expense Reconciliation, Buyer shall submit the same to Seller for Seller’s review and approval, which approval shall not be unreasonably withheld or delayed. In the event Seller fails to approve or disapprove of the Property Expense Reconciliation within ten (10) Business Days following the receipt of the same, such Property Expense Reconciliation shall be deemed approved by Seller. Following the approval (or deemed approval) by Seller of the Property Expense Reconciliation, Buyer shall forward the Property Expense Reconciliation to the applicable Tenants. Buyer hereby covenants Seller retains its rights to use reasonable efforts to enforce the provisions recover any reimbursements of the Leases which require the Tenants and/or third parties to reimburse the landlord for Property Expenses owed to Seller with respect to the Reconciliation Period, including, without limitation, the right to collect (without eviction) the same from the Tenants and/or third parties responsible for payment of such Property Expenses. To the extent Buyer or Seller or Buyer receives any such Property Expense reimbursement payments with respect to the Reconciliation Period, the same shall constitute Revenues and shall be paid to Seller or Buyer in the manner contemplated in Section 11.2(a)(i) hereof. (iii) Following the completion of the Property Expense Reconciliation, if the Property Expenses incurred and paid by Seller for that portion of the Reconciliation Period in question preceding the Closing exceed the reimbursed Property Expenses actually received by Seller from the Tenants and/or third parties under the Leases (whether in the form of estimated payments or otherwise), with respect to the Reconciliation Period (“Property Expense Reimbursement Shortfall”), Buyer shall pay to Seller an amount equal to such Property Expense Reimbursement Shortfall, Shortfall to the extent that Buyer shall have collected and received such actual identifiable amounts from the Tenants and/or third parties under the Leases, within ten (10) Business Days following Buyer’s collection and receipt of the same. If the reimbursed Property Expenses received by Seller from the Tenants and/or third parties under the Leases (whether in the form of estimated payments or otherwise), with respect to the Reconciliation Period preceding the Closing exceed the Property Expenses incurred and paid by Seller with respect to the Reconciliation Period (“Property Expense Reimbursement Surplus”), then Seller shall pay an amount equal to such Property Expense Reimbursement Surplus to Buyer within ten (10) Business Days after Seller’s receipt of the Property Expense Reconciliation. Upon Seller’s payment to Buyer of any such Property Expense Reimbursement Surplus, Buyer shall be obligated to reimburse or credit the Tenants for such Property Expense Reimbursement Surplus as required under their respective Leases. (iv) Seller and Buyer hereby agree to reasonably cooperate in good faith with each other in connection with any disputes or claims by Tenants concerning the calculation of Property Expenses during the Reconciliation Period.

Property Expense Pass-Throughs. To the extent If the Leases require the Tenants to reimburse any Seller for Operating Expenses and/or Taxes (collectively, the “Property Expenses”), in the event such Property Expenses are reconciled under the terms of the Leases at the end of the calendar year in which the Closing takes place, to reflect the actual Property Expenses incurred for the calendar year, such calendar year shall be deemed to constitute the “Reconciliation Period” for purposes of this Agreement and the following provisions shall apply: (i) On or before As soon as reasonably practicable following the Closing, but in no event later than sixty (60) Calendar Days following Closing, each Seller shall be responsible for computing and comparing on a Tenant-by-Tenant basis and delivering to Buyer a written statement setting forth: (A) the amount of Property Expenses incurred and actually paid by such Seller with respect to the Reconciliation Period; and (B) the amount of Property Expenses actually received by such Seller from the Tenants and/or third parties under the Leases with respect to the Reconciliation Period (“Pre-Closing Property Expense Reconciliation”)Period. (ii) Within By the later of sixty (60) Calendar Days following the expiration of the Reconciliation PeriodPeriod or thirty (30) Calendar Days following Buyer’s receipt of the statement from Seller provided for in Section 11.2(b)(i), Buyer shall compute the actual Property Expenses incurred and paid by such Seller and Buyer and the actual Property Expenses reimbursed (or not reimbursed) by the Tenants and/or third parties (whether in the form of estimated payments or otherwise), to such Seller and/or Buyer with respect to the such Reconciliation Period (“Property Expense Reconciliation”). Following the completion of the Property Expense Reconciliation, Buyer shall submit the same to such Seller for Seller’s review and approval, which approval shall not be unreasonably withheld or delayed. In the event such Seller fails to approve or disapprove of the Property Expense Reconciliation within ten (10) Business Days following the receipt of the same, such Property Expense Reconciliation shall be deemed approved by such Seller. Following the approval (or deemed approval) by such Seller of the Property Expense Reconciliation, Buyer shall forward the Property Expense Reconciliation to the applicable Tenants. Buyer hereby covenants to use reasonable efforts shall have no duty or obligation to enforce the provisions of the Leases which require the Tenants and/or third parties to reimburse the landlord for Property Expenses with respect to the Reconciliation Period. To the extent Buyer or any Seller or Buyer receives any such Property Expense reimbursement payments with respect to the Reconciliation Period, the same shall constitute Revenues and shall be paid to Seller or Buyer in the manner contemplated in Section 11.2(a)(i) hereof. (iii) Following the completion of the Property Expense Reconciliation, if the Property Expenses incurred and paid by any Seller for that portion of the Reconciliation Period in question preceding the Closing exceed the reimbursed Property Expenses actually received by such Seller from the Tenants and/or third parties under the Leases (whether in the form of estimated payments or otherwise), with respect to the Reconciliation Period (“Property Expense Reimbursement Shortfall”), Buyer shall pay to such Seller an amount equal to such Property Expense Reimbursement Shortfall, Shortfall to the extent that Buyer shall have collected and received such actual identifiable amounts from the Tenants and/or third parties under the Leases, within ten (10) Business Days following Buyer’s collection and receipt of the same. If the reimbursed Property Expenses received by any Seller from the Tenants and/or third parties under the Leases (whether in the form of estimated payments or otherwise), with respect to the Reconciliation Period preceding the Closing exceed the Property Expenses incurred and paid by such Seller with respect to the Reconciliation Period (“Property Expense Reimbursement Surplus”), then such Seller shall pay an amount equal to such Property Expense Reimbursement Surplus to Buyer within ten (10) Business Days after such Seller’s receipt and approval (or deemed approval) of the Property Expense Reconciliation. Upon such Seller’s payment to Buyer of any such Property Expense Reimbursement Surplus, Buyer shall be obligated to reimburse or credit the Tenants for such Property Expense Reimbursement Surplus as required under their respective Leases. (iv) Seller and Buyer hereby agree to reasonably cooperate with each other in connection with any disputes or claims by Tenants concerning the calculation of Property Expenses during the Reconciliation Period.