Real Estate Taxes Real estate or ad valorem real property taxes, assessments (including installments of business improvement district charges and principal and interest installments due on any local improvement district liens, if any) and personal property taxes with respect to the Property (collectively, "Real Estate Taxes") shall be prorated based upon the latest available tax bill, such that Contributors shall be responsible for all Real Esxxxx Taxes levied against the Property for the period prior to the Adjustment Time and CBL/OP shall be responsible for all Real Estate Taxes levied against the Property for the period from and after the Adjustment Time. If the latest available tax bill is not the bill for the current tax year, then Real Estate Txxxx shall be prxxxxed based upon the latest tax information then available (including previous tax bills, current assessments and other information available from the taxing authorities) and CBL/OP and Contributors shall re-prorate the Real Estate Taxes following the Closing as soon as the current tax bill or other current information becomes available. Any increase xx Real Estate Taxes which is assessed following the Closing arising out of the sale of the Real Property to CBL/OP or a subsequent sale or change in ownership thereafter, and/or arising out of any construction or improvements to the Real Property prior to or following the Closing, shall be paid by CBL/OP when assessed. Refunds of Real Estate Taxes for the Real Estate Tax year in which the Closing occurs, net of the costs of pursuing any tax contest or protest proceedings and collecting such refunds, shall be prorated in proportion to the respective shares of such Real Estate Taxes borne by Contributors and CBL/OP hereunder. The rights of Contributors and CBL/OP to their respective shares of any refund of Real Estate Taxes shall be subject to the rights of the Tenants under the Tenant Leases in regard to Overage Rents, and any portion of any refund to which any Tenant is entitled shall be paid to CBL/OP (even if the refund pertains to a period prior to Closing) and CBL/OP covenants to promptly refund (or, in CBL/OP's case, credit) to the Tenants any refund of Real Estate Taxes due the Tenants. Notwithstanding any statement herein to the contrary, the parties agree that taxes shall be prorated on the basis that Property Owner/Contributors is/are responsible for taxes and assessments relating to periods prior to the Closing and CBL/OP is responsible for taxes and assessments relating to periods from the Closing and thereafter, and the parties further agree that this tax proration shall apply regardless of whether the taxing authority assesses taxes in arrears, currently or prospectively.
Operating Costs Tenant shall pay to Landlord, as Additional Rent, Tenant's Percentage of Operating Costs (as hereinafter defined) paid or incurred by Landlord with respect to the Property in any twelve-month period established by Landlord (an "Operating Year") during the term of this Lease. Except as otherwise provided in the immediately following paragraph Tenant shall pay Tenant's Percentage of Operating Costs ("Tenant's Operating Cost Obligation") to Landlord within twenty (20) days from the date Landlord shall furnish to Tenant an itemized statement thereof, prepared, allocated and computed in accordance with then prevailing customs and practices of the real estate industry, consistently applied. Any year-end statement by Landlord relating to Operating Costs (other than an invoice for a monthly estimate) shall be final and binding upon Tenant unless it shall within thirty (30) days after receipt thereof, contest any item therein by giving notice to Landlord specifying each item contested and the reasons therefor. Tenant shall pay to Landlord, as Additional Rent on the first day of each calendar month during the term but otherwise in the manner provided for the payment of Annual Fixed Rent, estimated payments on account of Tenant's Operating Cost Obligation, such monthly amounts to be sufficient to provide to Landlord, by the end of each Operating Year, a sum equal to the Tenant's Operating Cost Obligation for such Operating Year, as reasonably estimated by Landlord from time to time during such Operating Year. If, at the expiration of each Operating Year in respect of which monthly installments of Operating Cost Obligation shall have been made as aforesaid, the total of such monthly remittances is greater than the Tenant's Operating Cost Obligation for such Operating Year, Landlord shall credit such overpayment against Tenant's subsequent obligations on account of Operating Costs (or promptly refund such overpayment if the term of this Lease has ended and Tenant has no further obligation to Landlord); if the total of such remittances is less than the Operating Cost Obligation for such Operating Year, Tenant shall pay the difference to Landlord within ten (10) days after being so notified by Landlord. In the event that the Commencement Date shall occur or the term of this Lease shall expire or be terminated during any Operating Year or Tenant's Percentage shall be modified during any Operating Year due to a change in the rentable area of the Building and/or the Premises or otherwise, as the case may be, then the amount of Tenant's Operating Cost Obligation which may be payable by Tenant as provided in this subsection 4.2.2 shall be pro-rated on a daily basis based on a 365 day Operating Year.
Operating Expenses Unless modified in accordance with Exhibit D, Landlord maintenance addendum, attached hereto, it is the intention of the parties and they hereby agree that this shall be a triple net Lease, and the Landlord shall have no obligation to provide any services, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever with respect to the Premises, and Tenant hereby agrees to pay one hundred percent (100%) of any and all Operating Expenses as hereafter defined for the entire term of the Lease and any extensions thereof in accordance with specific provisions hereinafter set forth. The term Operating expenses shall include all costs to Landlord of operating and maintaining the Building and related parking areas, and shall include, without limitation, real estate and personal property taxes and assessments, management fee, heating, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, lawn care, snow removal, restriping, repairs, repaving, cleaning and custodial, security, insurance, the cost of contesting the validity or applicability of any governmental acts which may affect operating expenses, and all other direct operating costs of operating and maintaining the Building and related parking areas, unless expressly excluded from operating expenses. Notwithstanding the foregoing, operating costs (and Tenant's obligations in relation thereto) shall not include (i) any expense chargeable to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premises; (ii) any amount for which Landlord is reimbursed through insurance, by third persons, or directly by other tenants of the premises, (iii) repair costs occasioned by fire, windstorm or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of Landlord (not to be reimbursed by Tenant), (v) leasing commissions and other expenses incurred in connection with leasing any other area located on the premises to any other party, (vi) any expense representing an amount paid to an affiliate or subsidiary of Landlord which is in excess of the amount which would be paid in the absence of such relationship, and (vii) costs of items and services for which Tenant reimburses Landlord or pays third persons directly.