THAT PORTION OF SUCH TAXES AND
ASSESSMENTS WHICH ARE RATABLY ATTRIBUTABLE TO THE PERIOD BEFORE THE PRORATION
DATE AND HSRE-ESP SHALL PAY THE TAXES AND ASSESSMENTS PRIOR TO THEIR BECOMING
DELINQUENT.
IF TAXES AND ASSESSMENTS FOR THE FISCAL YEAR IN WHICH CLOSING
OCCURS HAVE BEEN PAID BEFORE CLOSING, EXTRA SPACE SHALL BE CREDITED BY HSRE-ESP
AT THE TIME OF CLOSING WITH AN AMOUNT EQUAL TO THAT PORTION OF SUCH TAXES AND
ASSESSMENTS WHICH ARE RATABLY ATTRIBUTABLE TO THE PERIOD FROM AND AFTER THE
PRORATION DATE.
FOR EACH FACILITY FOR WHICH A CURRENT TAX BILL FOR THE YEAR IN
WHICH THE CLOSING OCCURS IS NOT AVAILABLE AT CLOSING, AT SUCH TIME AS THE
CURRENT TAX BILL FOR THE YEAR IN WHICH THE CLOSING OCCURS BECOMES AVAILABLE,
EXTRA SPACE AND HSRE-ESP SHALL RE-PRORATE REAL ESTATE TAXES AND EACH AGREES TO
PAY TO THE OTHER SUCH AMOUNTS AS ARE DETERMINED TO BE DUE AND OWING BY SUCH
PARTY PURSUANT TO SUCH RE-PRORATION WITHIN TWENTY (20) DAYS WRITTEN NOTICE FROM
THE OTHER.
"DELINQUENT RENTS" (AS DEFINED BELOW) OWED BY TENANTS
WHO HAVE NO DELINQUENT RENTS WHICH ARE MORE THAN THIRTY (30) DAYS DELINQUENT AS
OF THE PRORATION DATE SHALL BE PRORATED AS OF THE PRORATION DATE AS IF FULLY
COLLECTED ON THE PRORATION DATE.
EXCEPT AS PROVIDED IN THE PRECEDING SENTENCE,
DELINQUENT RENTS SHALL NOT BE PRORATED
10
AND ALL DELINQUENT RENTS SHALL BE THE PROPERTY OF HSRE-ESP AS OF THE CLOSING
DATE.
AS USED HEREIN, "DELINQUENT RENTS" MEANS ALL RENT DUE AND PAYABLE AS OF
THE PRORATION DATE AND APPLICABLE, ON AN ACCRUAL BASIS, TO ANY PERIOD OF TIME
PRECEDING THE PRORATION DATE, INCLUDING, BUT NOT LIMITED TO, CHECKS RECEIVED
AFTER THE PRORATION DATE, BUT PRIOR TO THE CLOSING DATE.
4.3.3
PRORATION REVIEW.
WITHIN SIXTY (60) DAYS AFTER THE CLOSING, EXTRA
SPACE AND HSRE-ESP SHALL REVIEW THE PRORATIONS AS SPECIFIED IN SECTIONS 4.3.1
AND 4.3.2 ABOVE IN ACCORDANCE WITH THE PROVISIONS OF EXHIBIT D ATTACHED HERETO
AND BY THIS REFERENCE MADE A PART HEREOF, WITH ANY PAYMENTS THAT ARE CALLED FOR
BY SUCH REVIEW TO BE MADE BY THE APPLICABLE PARTY IN CASH.
THE PROVISIONS OF
THIS SECTION 4.3.3 SHALL SURVIVE THE CLOSING.
4.3.4
CLOSING COSTS.
AT THE CLOSING, THE FOLLOWING COSTS SHALL BE PAID
BY HSRE-ESP AND/OR REIMBURSED TO EXTRA SPACE OR HSRE, AS APPLICABLE: (I) THE
COST OF THE SURVEY, ALL RECORDING COSTS AND ALL ESCROW COSTS; (II) ALL ACTUAL
OUT OF POCKET COSTS INCURRED OR PAID TO UNAFFILIATED THIRD PARTIES BY HSRE IN
CONNECTION WITH ITS DUE DILIGENCE INVESTIGATION OF THE PROPERTY, THE ESP
INTERESTS, THE TEXAS INTERESTS AND EXTRA SPACE; (III) ALL FEES, COSTS, EXPENSES,
AND OTHER CHARGES CHARGED BY LENDER AND/OR ANY SERVICER OF THE EXISTING
INDEBTEDNESS OR INCURRED IN THE SATISFACTION OF ANY CONDITION OR REQUIREMENT
IMPOSED BY LENDER OR SUCH SERVICER WITH RESPECT TO LENDER'S CONSENTING TO THE
TRANSACTION WHICH IS THE SUBJECT OF THIS AGREEMENT; (IV) ALL ATTORNEY'S FEES AND
COSTS INCURRED BY EITHER EXTRA SPACE OR HSRE IN CONNECTION WITH THE NEGOTIATION