Common use of EXPENSE ALLOCATIONS Clause in Contracts

EXPENSE ALLOCATIONS. All expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between ▇▇▇▇▇▇▇▇ and Brandywine OP as provided herein. ▇▇▇▇▇▇▇▇ shall be responsible for all expenses for the period of time up to but not including the Closing Date, and Brandywine OP shall be responsible for all expenses for the period of time from, after and including the date of Closing. Such adjustments shall be shown on the closing statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the closing statements) and shall increase or decrease (as the case may be) the cash amount payable by the parties hereto. Without limiting the generality of the foregoing, the following items of expense shall be allocated at Closing: (a) Real estate property taxes for the Property for the current calendar year 2001. (b) Expenses under the Architect's Agreement as long as the items were listed on Exhibit B or approved for inclusion as a Total Project Costs by Brandywine OP in accordance with Section 6.4(g). (c) Utility charges (including, but not limited to, charges for water, sewer and electricity). (d) Municipal or other governmental improvement liens, which shall be paid by ▇▇▇▇▇▇▇▇ at Closing to the extent of the work commenced as of the Closing Date, and which shall be assumed by Brandywine OP at Closing to the extent of work that has been authorized, but not physically commenced. (e) All other expenses of the Property. ▇▇▇▇▇▇▇▇ shall pay or cause to be paid all real estate taxes and installments for special assessments (prorated to the Closing Date) for the Property due and payable in, or deferred with respect to the years prior to, the year in which the Closing occurs. All installments for special assessments (prorated to the Closing Date) pending, levied or due and payable on or prior to the Closing Date shall be paid by ▇▇▇▇▇▇▇▇ on or before the Closing Date. All subdivision and platting costs and expenses heretofore incurred by ▇▇▇▇▇▇▇▇, including, without limitation, all subdivision exactions, fees and costs and all dedication of land for parks and other public uses or payment of fees in lieu thereof, shall be paid by ▇▇▇▇▇▇▇▇ on or prior to the Closing Date. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills and/or real estate or personal property taxes), the parties shall allocate such expenses at Closing on the best available information, subject to adjustment upon receipt of the final ▇▇▇▇ or other evidence of the applicable revenue or expense. The obligation to make the adjustment shall survive the closing of the transaction contemplated by this Agreement. Any expense incurred by ▇▇▇▇▇▇▇▇ or Brandywine OP with respect to the Property after the Closing Date shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The proration provisions of this Agreement shall survive the closing of the transaction contemplated hereby for a period of eighteen (18) months.

EXPENSE ALLOCATIONS. All expenses Tenant’s liability and obligations pursuant to the terms of this Section 4.3 are subject to the provisions of Section 5.1.3 and Landlord’s compliance with its funding obligations under Section 5.1.3. Additionally and notwithstanding the foregoing, (i) with respect to all environmental matters and issues and Hazardous Materials that exist in, on, at under or from or affect the PropertyLeased Property or Ski Personal Property as of the Commencement Date, whether known or unknown (including, without limitation, all matters identified in the Environmental Reports), and applicable which will not be addressed and rectified by the Agreed Upon Major Capital Expenditures contemplated in Article 5, all costs and expenses required to the period of time before and after Closing, determined in accordance be incurred by Tenant with sound accounting principles consistently applied, respect thereto pursuant to Section 4.3.1 shall be allocated between ▇▇▇▇▇▇▇▇ paid directly by Landlord (i.e., Tenant shall have no obligation to pre-fund such expenses and Brandywine OP as provided herein. ▇▇▇▇▇▇▇▇ shall be responsible for all expenses for the period of time up costs and thereafter to but not including the Closing Date, and Brandywine OP shall be responsible for all expenses for the period of time from, after and including the date of Closing. Such adjustments shall be shown on the closing statements (seek reimbursement from Landlord with such supporting documentation as the parties hereto may require being attached as exhibits to the closing statementsrespect thereto) and shall increase not be added to or decrease included as part of Lease Basis, (ii) with respect to all environmental matters and issues and Hazardous Materials that exist in, on, at, under, from or affect the Leased Property or Ski Personal Property after the Commencement Date as the case may be) the cash amount payable by the parties hereto. Without limiting the generality a result of the foregoingacts, the following items errors or omissions of expense shall Tenant or its agents, employees and invitees, all fees, costs and expenses required to be allocated at Closing: (a) Real estate property taxes for the Property for the current calendar year 2001. (b) Expenses under the Architect's Agreement as long as the items were listed on Exhibit B or approved for inclusion as a Total Project Costs incurred by Brandywine OP in accordance Tenant with respect thereto pursuant to Section 6.4(g). (c) Utility charges (including, but not limited to, charges for water, sewer and electricity). (d) Municipal or other governmental improvement liens, which 4.3.1 shall be paid directly by ▇▇▇▇▇▇▇▇ at Closing Tenant, without any reimbursement obligation by Landlord (and this clause (ii) shall cover fees, costs and expenses that must be incurred relative to environmental matters and issues and Hazardous Materials that (A) exist in, on, at, under, from or affect the Leased Property or Ski Personal Property as of the Commencement Date pursuant to clause (i) above, or (B) exist in, on, at, under, from or affect the Leased Property or Ski Personal Property after the Commencement Date as a result of the acts or omissions of a third party other than an employee, agent or invitee of Tenant pursuant to clause (iii) below, but only if and to the extent of the work commenced as of the Closing Datethat such fees, and which shall be assumed by Brandywine OP at Closing to the extent of work that has been authorized, but not physically commenced. (e) All other expenses of the Property. ▇▇▇▇▇▇▇▇ shall pay or cause to be paid all real estate taxes and installments for special assessments (prorated to the Closing Date) for the Property due and payable in, or deferred with respect to the years prior to, the year in which the Closing occurs. All installments for special assessments (prorated to the Closing Date) pending, levied or due and payable on or prior to the Closing Date shall be paid by ▇▇▇▇▇▇▇▇ on or before the Closing Date. All subdivision and platting costs and expenses heretofore incurred by ▇▇▇▇▇▇▇▇under clause (A) and/or (B) are greater than they otherwise would have been as a result of the negligence or willful misconduct of Tenant or its agents or employees, including, without limitation, negligence in handling or dealing with same); and if (but only if) such fees, costs and expenses are greater than they otherwise would have been as a result of the negligence or willful misconduct of Tenant or its agents or employees, then such fees, costs and expenses shall not be Property Operating Expenses nor shall they in any way reduce the amount of Guarantor’s liability under the Guaranty, and (iii) with respect to all subdivision exactionsenvironmental matters and issues and Hazardous Materials that exist in, fees on, at, under, from or affect the Leased Property or Ski Personal Property after the Commencement Date as a result of the acts, errors or omissions of a third party or as a result of any other cause other than the acts, errors and omissions of an employee, agent or invitee of Tenant (e.g., the migration of Hazardous Materials onto the Land as a result of the acts, errors or omissions of another property owner that owns property in the vicinity of the Land or an act of God), all costs and expenses required to be incurred by Tenant with respect thereto pursuant to Section 4.3.1 and which are not paid by a third party shall be paid directly by Landlord (i.e., Tenant shall have no obligation to pre-fund such expenses and costs and all dedication of land for parks thereafter to seek reimbursement from Landlord with respect thereto) and other public uses or payment of fees in lieu thereof, shall be paid added to and included as part of Lease Basis. The foregoing clause (iii) shall be deemed and construed to encompass all environmental matters and issues and Hazardous Materials that are not encompassed by ▇▇▇▇▇▇▇▇ on the foregoing clauses (i) or prior to the Closing Date(ii). If accurate allocations canTenant shall not be made at Closing because current bills are not obtainable (as, deemed in default with regard to its obligations under Section 4.3.1 for example, in any performance that must be funded by a party other than Tenant pursuant to this Section 4.3.2 unless Tenant fails to diligently undertake such performance following the case delivery to Tenant of utility bills and/or real estate or personal property taxes), the parties shall allocate such expenses at Closing on the best available information, subject funds sufficient to adjustment upon receipt of the final ▇▇▇▇ or other evidence of the applicable revenue or expensepay for same. The obligation to make the adjustment obligations of Tenant and Landlord under this Section 4.3.2 shall survive the closing of the transaction contemplated by this Agreement. Any expense incurred by ▇▇▇▇▇▇▇▇ expiration or Brandywine OP with respect to the Property after the Closing Date shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The proration provisions early termination of this Agreement shall survive the closing of the transaction contemplated hereby for a period of eighteen two (182) monthsyears.

EXPENSE ALLOCATIONS. All Subject to the terms of Section 6.7 below, all expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between ▇▇▇▇▇▇▇▇ Seller and Brandywine OP Purchaser as provided herein. ▇▇▇▇▇▇▇▇ Seller shall be responsible for all expenses for the period of time up to but not including the Closing Date, and Brandywine OP Purchaser shall be responsible for all expenses for the period of time from, after and including the Closing Date. In addition, Seller shall be entitled to lease payments under the Master Lease up to the date of Closing. Such adjustments shall be shown on the closing statements statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the closing statements) and shall increase or decrease (as the case may be) the cash amount payable by Purchaser pursuant to Section 2.2 hereof. All prorations shall be made on the parties heretobasis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Without limiting the generality of the foregoing, the following items of expense shall be allocated and prorated at Closing: (a) Real estate property taxes for the Property for the current calendar year 2001Current rents. (b) Expenses under the Architect's Agreement as long as the items were listed on Exhibit B or approved for inclusion as a Total Project Costs by Brandywine OP in accordance with Section 6.4(g)Real estate and personal property taxes. (c) Utility charges (including, but not limited to, charges for water, sewer and electricity). (d) Municipal or other governmental improvement liensliens and special assessments; provided, which however, that if such liens or assessments are payable in installments, Seller shall be paid by ▇▇▇▇▇▇▇▇ at Closing to the extent of the work commenced as of the Closing Date, and which shall be assumed by Brandywine OP at Closing to the extent of work that has been authorized, but not physically commenced. (e) All other expenses of the Property. ▇▇▇▇▇▇▇▇ shall pay or cause to be paid all real estate taxes and installments for special assessments (prorated to the Closing Date) responsible for the Property due and payable in, or deferred with respect payment of such installments relating to the years prior to, the year in which the Closing occurs. All installments for special assessments (prorated to the Closing Date) pending, levied or due and payable on or periods prior to the Closing Date and Purchaser shall be paid by ▇▇▇▇▇▇▇▇ responsible for the payments of such installments relating to periods on or before the Closing Date. All subdivision and platting costs and expenses heretofore incurred by ▇▇▇▇▇▇▇▇, including, without limitation, all subdivision exactions, fees and costs and all dedication of land for parks and other public uses or payment of fees in lieu thereof, shall be paid by ▇▇▇▇▇▇▇▇ on or prior subsequent to the Closing Date. (d) License and permit fees with respect to the Real Property (and not the operation of the Hotel), where transferable and only to the extent held by Seller or in Seller’s name. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills and/or real estate or personal property taxes), the parties shall allocate such revenue or expenses at Closing on the best available information, subject to adjustment upon receipt of the final ▇▇▇▇ or other evidence of the applicable revenue or expense. The obligation to make the adjustment shall survive the closing of the transaction contemplated by this Agreement. Any expense incurred by ▇▇▇▇▇▇▇▇ Seller or Brandywine OP by Purchaser with respect to the Property after the Closing Date shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. With respect to any closing statements amounts or issues relating to prorations that are not agreed upon at Closing, Seller and Purchaser shall thereafter work in good faith to resolve such amounts or issues; provided that if such amounts or issues are not fully agreed upon and paid within ten (10) days after the Closing, then, in such event, such amounts or issues shall be submitted to an independent certified public accountant with a hospitality practice reasonably acceptable to Seller and Purchaser for final resolution, and Seller and Purchaser agree to be bound by the determination of such accountant. The proration costs and expenses incurred in connection with the services of such accountant shall be borne equally by Seller and Purchaser. The provisions of this Agreement Section 6.6 shall survive the closing of the transaction contemplated hereby for a period of eighteen (18) monthsClosing.

EXPENSE ALLOCATIONS. All expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between ▇▇▇▇▇▇▇▇ and Brandywine OP as provided herein. ▇▇▇▇▇▇▇▇ shall be responsible for all expenses for the period of time up to but not including the Closing Date, and Brandywine OP shall be responsible for all expenses for the period of time from, after and including the date of Closing. Such adjustments shall be shown on the closing statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the closing statements) and shall increase or decrease (as the case may be) the cash amount payable by the parties hereto. Without limiting the generality of the foregoing, the following items of expense shall be allocated at Closing: (a) Real estate property taxes for the Property for the current calendar year 2001. (b) Expenses under the Architect's Agreement as long as the items were listed on Exhibit B or approved for inclusion as a Total Project Costs by Brandywine OP in accordance with Section SECTION 6.4(g). (c) Utility charges (including, but not limited to, charges for water, sewer and electricity). (d) Municipal or other governmental improvement liens, which shall be paid by ▇▇▇▇▇▇▇▇ at Closing to the extent of the work commenced as of the Closing Date, and which shall be assumed by Brandywine OP at Closing to the extent of work that has been authorized, but not physically commenced. (e) All other expenses of the Property. ▇▇▇▇▇▇▇▇ shall pay or cause to be paid all real estate taxes and installments for special assessments (prorated to the Closing Date) for the Property due and payable in, or deferred with respect to the years prior to, the year in which the Closing occurs. All installments for special assessments (prorated to the Closing Date) pending, levied or due and payable on or prior to the Closing Date shall be paid by ▇▇▇▇▇▇▇▇ on or before the Closing Date. All subdivision and platting costs and expenses heretofore incurred by ▇▇▇▇▇▇▇▇, including, without limitation, all subdivision exactions, fees and costs and all dedication of land for parks and other public uses or payment of fees in lieu thereof, shall be paid by ▇▇▇▇▇▇▇▇ on or prior to the Closing Date. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills and/or real estate or personal property taxes), the parties shall allocate such expenses at Closing on the best available information, subject to adjustment upon receipt of the final ▇▇▇▇ or other evidence of the applicable revenue or expense. The obligation to make the adjustment shall survive the closing of the transaction contemplated by this Agreement. Any expense incurred by ▇▇▇▇▇▇▇▇ or Brandywine OP with respect to the Property after the Closing Date shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The proration provisions of this Agreement shall survive the closing of the transaction contemplated hereby for a period of eighteen (18) months.