Common use of Taxes and Operating Expenses Clause in Contracts

Taxes and Operating Expenses. All real estate taxes, charges and assessments affecting the Property (“Taxes”), all charges for water, electricity, sewer rental, gas, telephone, fuel oil and all other utilities (“Operating Expenses”), to the extent not paid directly by tenants, and all common area maintenance charges billed to tenants on an estimated basis (“CAM Charges”) shall be prorated on a per diem basis as of the date of Closing. Buyer shall be entitled to all income and responsible for all expenses for the period beginning at 12:01 a.m. (Central Time Zone (U.S.A.)) on the date of Closing, except as set forth herein. If any Taxes have not been finally assessed as of the date of Closing for the current fiscal year of the taxing authority, then the same shall be adjusted at Closing based upon the most recently issued bills therefor, and shall be re-adjusted when and if final bills are issued. If any Operating Expenses or CAM Charges cannot conclusively be determined as of the date of Closing, then the same shall be adjusted at Closing based upon the most recently issued bills thus far, and readjusted within 120 days after the end of the calendar year in which the Closing occurs or as soon thereafter as final adjustment figures are available. Buyer hereby agrees to assume all non-delinquent assessments affecting the Property, whether special or general, subject to proration on a per diem basis as of the Closing Date. If Seller is presently prosecuting tax abatement proceedings, after the Closing, Seller shall continue to be authorized to prosecute such proceedings, and shall be entitled to its pro rata share of any such abatement proceeds. Buyer agrees after the Closing, to the extent reasonably necessary for Seller to continue to prosecute such proceedings, to reasonably cooperate with Seller, to pay its pro rata share of any costs attributable to such proceedings and also agrees to promptly endorse or pay over to Seller any abatement amounts for such years received by Buyer, less applicable costs incurred by Buyer. To the extent that such refunds are paid to Seller and are due to tenants, Seller does hereby covenant and agree that it shall, upon receipt thereof, reimburse tenants for their applicable share of such refunds. Notwithstanding anything to the contrary contained herein, all reimbursable expenses shall be reconciled at Closing, such that if Seller has collected sums in excess of its reimbursable expenses under the Leases, Seller shall pay such excess to Buyer. In the event that such reconciliation shows that Seller has collected less than its incurred reimbursable expenses under the Leases, Buyer shall remit the shortfall to Seller, when and to the extent actually collected from tenants (with such collections applied first to amounts due with respect to the month in which Closing occurs, and then to any amounts due Buyer with respect to the period of time following the Closing, and then to Seller with respect to any amounts due to Seller with respect to the period of time prior to the Closing) not later than the expiration of one hundred twenty (120) days after the calendar year in which the Closing occurs with respect to the budgeting of such expenses under the Leases.

Taxes and Operating Expenses. All real estate taxes, charges charges, betterment assessments, special assessments and other assessments affecting the Property (“Taxes”), all charges for water, electricity, sewer rental, gas, telephone, fuel oil telephone and all other utilities (“Operating Expenses”), to the extent not paid directly by tenantsthe tenant, and all operating expenses and common area maintenance charges billed to paid by the tenants on an estimated basis (“CAM Charges”) shall be prorated on a per diem basis as of the date of Closing. Buyer shall be entitled to all income and responsible for all expenses for the period beginning at 12:01 a.m. (Central Time Zone (U.S.A.)) on the date of Closing, except as set forth herein. If any Taxes have not been finally assessed as of the date of Closing for the current fiscal year of the taxing authority, then the same shall be adjusted at Closing based upon the most recently issued bills therefor, and shall be re-adjusted when and if final bills are issued. If any Operating Expenses or CAM Charges cannot conclusively be determined as of the date of Closing, then the same shall be adjusted at Closing based upon the most recently issued bills thus far, with any overcollections from tenants credited to Buyer at Closing and readjusted any undercollections from tenants credit to Seller at Closing, and shall be re-prorated within 120 90 days after the end of the calendar year in which the Closing occurs after final Operating Expenses and the actual amount of CAM Charges are determined (or as soon thereafter as final adjustment figures are availablethe end of the “Lease Year” under the Leases, if later). Subject to the pro-ration provisions herein, Buyer hereby agrees to shall assume all non-delinquent assessments affecting the Property, whether special or general, subject to general (all of which shall be treated for proration on a per diem basis purposes as if paid over the longest period permissible). At the time of the Closing Date. If Seller is presently prosecuting tax abatement proceedings, after final calculation under the Closing, Seller shall continue to be authorized to prosecute such proceedings, and shall be entitled to its pro rata share Leases of any such abatement proceeds. Buyer agrees after the Closing, to the extent reasonably necessary for Seller to continue to prosecute such proceedings, to reasonably cooperate with Seller, to pay its pro rata share of any costs attributable to such proceedings and also agrees to promptly endorse or pay over to Seller any abatement amounts for such years received by Buyer, less applicable costs incurred by Buyer. To the extent that such refunds are paid to Seller and are payments due to tenants, Seller does hereby covenant and agree that it shall, upon receipt thereof, reimburse tenants or from the tenant on account of CAM Charges for their applicable share of such refunds. Notwithstanding anything to the contrary contained herein, all reimbursable expenses shall be reconciled at Closing, such that if Seller has collected sums in excess of its reimbursable expenses under the Leases, Seller shall pay such excess to Buyer. In the event that such reconciliation shows that Seller has collected less than its incurred reimbursable expenses under the Leases, Buyer shall remit the shortfall to Seller, when and to the extent actually collected from tenants (with such collections applied first to amounts due with respect to the month in which Closing occurs, and then to any amounts due Buyer with respect to the period of time following the Closing, and then to Seller with respect to any amounts due to Seller with respect to the period of time prior to the Closing) not later than the expiration of one hundred twenty (120) days after the calendar year in which the Closing occurs occurs, whether in the nature of a reconciliation payment or full payment, in arrears, Buyer shall prepare, for Buyer’s and Seller’s approval, a reproration between Buyer and Seller as to such CAM Charge payments from the tenant. Seller will cooperate with respect to the budgeting Buyer’s preparation of such expenses reconciliation. Such reproration between Buyer and Seller will be completed within 30 days following the final calculation under the Leases, and any amounts owed by Buyer to Seller or by Seller to Buyer will be paid upon demand. Seller will not file an appeal of the real property tax assessment and no such appeal is outstanding.

Taxes and Operating Expenses. All real estate taxes, charges and assessments affecting the Property (“Taxes”), all operating expenses including charges for water, electricity, sewer rental, gas, telephone, fuel oil and all other utilities (“Operating Expenses”), to the extent not paid directly by tenants, and all common area maintenance charges billed to tenants on an estimated basis (“CAM Charges”) shall be prorated on a per diem basis as of the date of Closing Date; provided, however, Seller shall remain liable for all retroactive Taxes (including all state and local transaction privilege taxes for all time periods prior to Closing). Buyer shall be entitled to all income and responsible for all expenses for the period beginning at 12:01 a.m. (Central Time Zone (U.S.A.)) time on the date of ClosingClosing Date, except as set forth herein. If any Taxes have not been finally assessed as of the date of Closing Date for the current fiscal year of the taxing authority, then the same shall be adjusted at Closing based upon the most recently issued bills therefor, and shall be re-adjusted when and if final bills are issued. If any Operating Expenses or CAM Charges cannot conclusively be determined as of the date of ClosingClosing Date, then the same shall be adjusted at Closing based upon the most recently issued bills thus farfar or as otherwise reasonably estimated by Buyer and Seller, and readjusted within 120 days after the end of the calendar year in which the Closing occurs or as soon thereafter as final adjustment figures are availableavailable including final tenant reimbursement reconciliations. Buyer hereby agrees to assume all non-delinquent assessments affecting the Property, whether special or general, subject to proration on a per diem basis as of the Closing Date. If All refunds of Taxes received by Seller is presently prosecuting tax abatement proceedings, or Buyer after the Closing, Seller shall continue Closing with respect to be authorized to prosecute such proceedings, and the property tax appeals (“Tax Refund”) shall be entitled to its pro rata share of any such abatement proceeds. Buyer agrees after the Closingapplied (A) first, to reimburse Seller or Buyer, as the extent reasonably necessary case may be, for Seller to continue to prosecute third party expenses incurred in protesting and obtaining such proceedingsTax Refund, (B) second, to reasonably cooperate with Seller, Buyer to pay its pro rata share of any costs attributable to such proceedings and also agrees to promptly endorse or pay over to Seller any abatement amounts for such years received by Buyer, less applicable costs incurred by Buyer. To the extent that such refunds are Tax Refund is required to be paid to (or credited against other amounts payable by) any tenant under any leases or other agreement, and (C) third, (x) to Seller if such Tax Refund is for any period which ends before the Closing Date, (y) to Buyer if such Tax Refund is for any period which commences on or after the Closing Date, or (z) to Seller and are due to tenantsBuyer prorated based on the Closing Date, if such Tax Refund is for a period which includes the Closing Date. If Seller does hereby covenant and agree that it shallor Buyer receives any Tax Refund, upon receipt thereof, reimburse tenants for their applicable share of such refunds. Notwithstanding anything to the contrary contained herein, all reimbursable expenses then each shall be reconciled at Closing, such that if Seller has collected sums in excess of its reimbursable expenses under the Leases, Seller shall retain or promptly pay such excess to Buyer. In the event amounts (or portions thereof) in order that such reconciliation shows that payments are applied in the manner set forth in this Subsection. Buyer and Seller has collected less than its incurred reimbursable expenses under the Leases, Buyer shall remit the shortfall agree to Seller, when and to the extent actually collected from tenants (with such collections applied first to amounts due with respect to the month in which Closing occurs, and then to any amounts due Buyer with respect to the period of time following the Closing, and then to Seller cooperate with respect to any amounts due to Seller with respect to pending Tax Refund request, and the period provisions of time prior to the this subsection shall survive Closing) not later than the expiration of one hundred twenty (120) days after the calendar year in which the Closing occurs with respect to the budgeting of such expenses under the Leases.

Taxes and Operating Expenses. All real estate taxes, charges charges, betterment assessments, special assessments and other assessments affecting the Property (“Taxes”), all charges for water, electricity, sewer rental, gas, telephone, fuel oil telephone and all other utilities (“Operating Expenses”), to the extent not paid directly by tenants, and all operating expenses and common area maintenance charges billed to paid by the tenants on an estimated basis (“CAM Charges”) shall be prorated on a per diem basis as of the date of Closing. Buyer shall be entitled to all income and responsible for all expenses for the period beginning at 12:01 a.m. (Central Time Zone (U.S.A.)) on the date of Closing, except as set forth herein. If any Taxes not paid directly by the tenants have not been finally assessed as of the date of Closing for the current fiscal year of the taxing authority, then the same shall be adjusted at Closing based upon the most recently issued bills therefor, and shall be re-adjusted when and if final bills are issued. If any Operating Expenses or CAM Charges cannot conclusively be determined as of the date of Closing, then the same shall be adjusted at Closing based upon the most recently issued bills thus far, with any overcollections from tenants credited to Buyer at Closing and readjusted any undercollections from tenants credit to Seller at Closing, and shall be re-prorated within 120 90 days after the end of the calendar year in which the Closing occurs after final Operating Expenses and the actual amount of CAM Charges are determined (or as soon thereafter as final adjustment figures are availablethe end of the “Lease Year” under the Leases, if later). Subject to the pro-ration provisions herein, Buyer hereby agrees to shall assume all non-delinquent assessments affecting the Property, whether special or general, subject to general (all of which shall be treated for proration on a per diem basis purposes as if paid over the longest period permissible). At the time of the Closing Date. If Seller is presently prosecuting tax abatement proceedings, after final calculation under the Closing, Seller shall continue to be authorized to prosecute such proceedings, and shall be entitled to its pro rata share Leases of any such abatement proceeds. Buyer agrees after the Closing, to the extent reasonably necessary for Seller to continue to prosecute such proceedings, to reasonably cooperate with Seller, to pay its pro rata share of any costs attributable to such proceedings and also agrees to promptly endorse or pay over to Seller any abatement amounts for such years received by Buyer, less applicable costs incurred by Buyer. To the extent that such refunds are paid to Seller and are payments due to tenants, Seller does hereby covenant and agree that it shall, upon receipt thereof, reimburse tenants or from the tenant on account of CAM Charges for their applicable share of such refunds. Notwithstanding anything to the contrary contained herein, all reimbursable expenses shall be reconciled at Closing, such that if Seller has collected sums in excess of its reimbursable expenses under the Leases, Seller shall pay such excess to Buyer. In the event that such reconciliation shows that Seller has collected less than its incurred reimbursable expenses under the Leases, Buyer shall remit the shortfall to Seller, when and to the extent actually collected from tenants (with such collections applied first to amounts due with respect to the month in which Closing occurs, and then to any amounts due Buyer with respect to the period of time following the Closing, and then to Seller with respect to any amounts due to Seller with respect to the period of time prior to the Closing) not later than the expiration of one hundred twenty (120) days after the calendar year in which the Closing occurs occurs, whether in the nature of a reconciliation payment or full payment, in arrears, Buyer shall prepare, for Buyer’s and Seller’s approval, a reproration between Buyer and Seller as to such CAM Charge payments from the tenant. Seller will cooperate with respect to the budgeting Buyer’s preparation of such expenses reconciliation. Such reproration between Buyer and Seller will be completed within 30 days following the final calculation under the Leases, and any amounts owed by Buyer to Seller or by Seller to Buyer will be paid upon demand. Buyer and Seller acknowledge that Seller has commenced and is prosecuting an appeal of the 2010 real estate taxes. Seller shall have the exclusive right to continue to pursue such appeal before and after Closing. Buyer at no cost to Buyer, will cooperate with Seller in connection therewith, including executing such appropriate instruments as necessary to allow Seller to continue to pursue the tax appeal after Closing. Buyer and Seller further acknowledge that if any additional real estate taxes are due to the county for 2010 following such appeal, (a) Seller will remain obligated to, and shall, pay the same prior to the due date thereof, and (b) PVH is obligated pursuant to the PVH Lease to reimburse the “Landlord” therefor. Buyer shall assign, and hereby assigns, to Seller all rights under the PVH Lease necessary or appropriate to enable Seller to pursue and recover such reimbursement from PVH. Buyer will cooperate with Seller in connection with such recovery efforts, at no cost to Buyer, including executing a joint written instruction from Buyer and Seller to PVH instructing PVH to the make such payment to Seller. Seller shall have the right to pursue all legal remedies against PVH other than terminating the PVH Lease or dispossessing PVH.

Taxes and Operating Expenses. All real estate taxesIf during any Lease Year the Estimated Escalation Increase is less than the Estimated Escalation Increase for the previous Lease Year on which Tenant's share of Taxes and Operating Expenses were based for said year, charges and assessments affecting such Additional Rent payments attributable to Estimated Escalation Increase, to be paid by Tenant for the Property (“Taxes”)new Lease Year shall be decreased accordingly; provided, all charges for waterhowever, electricity, sewer rental, gas, telephone, fuel oil and in no event will the Rent paid by Tenant hereunder ever be less than the Monthly Rent plus all other utilities (“Operating Expenses”), to the extent not paid directly by tenants, and all common area maintenance charges billed to tenants on an estimated basis (“CAM Charges”) shall be prorated on a per diem basis amounts of Additional Rent. As soon as of the date of Closing. Buyer shall be entitled to all income and responsible for all expenses for the period beginning at 12:01 a.m. (Central Time Zone (U.S.A.)) on the date of Closing, except as set forth herein. If any Taxes have not been finally assessed as of the date of Closing for the current fiscal year of the taxing authority, then the same shall be adjusted at Closing based upon the most recently issued bills therefor, and shall be re-adjusted when and if final bills are issued. If any Operating Expenses or CAM Charges cannot conclusively be determined as of the date of Closing, then the same shall be adjusted at Closing based upon the most recently issued bills thus far, and readjusted within 120 days after practicable following the end of each Lease Year (but in any event within 90 days following the calendar year in which the Closing occurs or as soon thereafter as final adjustment figures are available. Buyer hereby agrees to assume all non-delinquent assessments affecting the Property, whether special or general, subject to proration on a per diem basis as of the Closing Date. If Seller is presently prosecuting tax abatement proceedings, after the Closing, Seller shall continue to be authorized to prosecute such proceedings, and shall be entitled to its pro rata share end of any such abatement proceedscalendar year), Landlord shall submit to Tenant a statement setting forth the Estimated Escalation Increase, if any. Buyer agrees after Upon request, Landlord shall provide Tenant with reasonable back-up materials upon which Landlord relied in calculating the ClosingEstimated Escalation Increase. Beginning with said statement for the second Lease Year, to it shall also set forth the extent reasonably necessary Escalation Reconciliation for Seller to continue to prosecute such proceedings, to reasonably cooperate with Seller, to pay its pro rata share of any costs attributable to such proceedings and also agrees to promptly endorse or pay over to Seller any abatement amounts for such years received by Buyer, less applicable costs incurred by Buyerthe Lease Year just completed. To the extent that the Operating Expense Escalation is different from the Estimated Escalation Increase upon which Tenant paid Rent during the Lease Year just completed, Tenant or Landlord, as the case may be, shall pay the difference in cash within thirty (30) days following receipt by Tenant of such refunds statement from Landlord. Until Tenant receives such statement, Tenant's Rent for the new Lease Year shall continue to be paid at the rate being paid for the particular Lease Year just completed, but Tenant shall commence payment to Landlord of the monthly installment of Additional Rent on the basis of said statement beginning on the first day of the month following the month in which Tenant receives such statement. In addition to the above, if, during any particular Lease Year, there is a change in the information on which Landlord based the estimate upon which Tenant is then making its estimated payment of Taxes and Operating Expenses so that such Estimated Escalation Increase furnished to Tenant is no longer accurate, Landlord shall be permitted to revise such Estimated Escalation Increase by notifying Tenant, and there shall be such adjustments made in the Additional Rent on the first day of the month following the serving of such statement on Tenant as shall be necessary by either increasing or decreasing, as the case may be, the amount of Additional Rent then being paid by Tenant for the balance of the Lease Year (but in no event shall any such decrease result in a reduction of the rent below the Monthly Rent plus all other amounts of Additional Rent). Landlord's and Tenant's responsibilities with respect to the Tax and Operating Expense adjustments described herein shall survive the expiration or early termination of this Lease for a period of two (2) years. If the Building is not fully occupied during any particular Lease Year, Landlord may adjust those Operating Expenses which are paid to Seller and are due to tenantsaffected by Building occupancy for the particular Lease Year, Seller does hereby covenant and agree that it shall, upon receipt or portion thereof, reimburse tenants for their applicable share as the case may be, to reflect an occupancy of not less than ninety-five percent (95%) of all such refundsrentable area of the Building. Notwithstanding anything to the contrary contained herein, all reimbursable expenses in no event shall Tenant be reconciled at Closingrequired to pay the Tenant's portion of Operating Expenses and Taxes (excluding, such that if Seller has collected sums in excess of its reimbursable expenses under however, amounts attributable to utilities, insurance and taxes) which exceed the LeasesOperating Expense Base plus 6 1/2% per year, Seller shall pay such excess to Buyer. In the event that such reconciliation shows that Seller has collected less than its incurred reimbursable expenses under the Leases, Buyer shall remit the shortfall to Seller, when and to the extent actually collected from tenants (with such collections applied first to amounts due with respect to the month in which Closing occurs, and then to any amounts due Buyer with respect to the period of time following the Closing, and then to Seller with respect to any amounts due to Seller with respect to the period of time prior to the Closing) not later than the expiration of one hundred twenty (120) days after the calendar year in which the Closing occurs with respect to the budgeting of such expenses under the Leasescalculated cumulatively.

Taxes and Operating Expenses. All real estate taxesIf during any Lease Year the Estimated Escalation Increase is less than the Estimated Escalation Increase for the previous Lease Year on which Tenant’s share of Taxes and Operating Expenses were based for said year, charges and assessments affecting such Additional Rent payments, attributable to Estimated Escalation Increase, to be paid by Tenant for the Property (“Taxes”)new Lease Year shall be decreased accordingly; provided, all charges for waterhowever, electricity, sewer rental, gas, telephone, fuel oil and in no event will the Rent paid by Tenant hereunder ever be less than the Monthly Rent plus all other utilities (“Operating Expenses”), to the extent not paid directly by tenants, and all common area maintenance charges billed to tenants on an estimated basis (“CAM Charges”) shall be prorated on a per diem basis amounts of Additional Rent. As soon as of the date of Closing. Buyer shall be entitled to all income and responsible for all expenses for the period beginning at 12:01 a.m. (Central Time Zone (U.S.A.)) on the date of Closing, except as set forth herein. If any Taxes have not been finally assessed as of the date of Closing for the current fiscal year of the taxing authority, then the same shall be adjusted at Closing based upon the most recently issued bills therefor, and shall be re-adjusted when and if final bills are issued. If any Operating Expenses or CAM Charges cannot conclusively be determined as of the date of Closing, then the same shall be adjusted at Closing based upon the most recently issued bills thus far, and readjusted within 120 days after practicable following the end of each Lease Year, Landlord shall submit to Tenant a statement setting forth the calendar year in which Estimated Escalation Increase, if any. Beginning with said statement for the Closing occurs or as soon thereafter as final adjustment figures are available. Buyer hereby agrees to assume all non-delinquent assessments affecting third Lease Year, it shall also set forth the Property, whether special or general, subject to proration on a per diem basis as of Escalation Reconciliation for the Closing Date. If Seller is presently prosecuting tax abatement proceedings, after the Closing, Seller shall continue to be authorized to prosecute such proceedings, and shall be entitled to its pro rata share of any such abatement proceeds. Buyer agrees after the Closing, to the extent reasonably necessary for Seller to continue to prosecute such proceedings, to reasonably cooperate with Seller, to pay its pro rata share of any costs attributable to such proceedings and also agrees to promptly endorse or pay over to Seller any abatement amounts for such years received by Buyer, less applicable costs incurred by BuyerLease Year just completed. To the extent that such refunds are the Operating Expense Escalation is different from the Estimated Escalation Increase upon which Tenant paid to Seller and are due to tenantsRent during the Lease Year just completed, Seller does hereby covenant and agree that it shall, upon Tenant shall pay Landlord the difference in cash within thirty (30) days following receipt thereof, reimburse tenants for their applicable share by Tenant of such refundsstatement from Landlord, or receive a credit from Landlord on future Rent owing hereunder (or cash if there is no future Rent owing hereunder) as the case may be. Notwithstanding anything Until Tenant receives such statement, Tenant’s Rent for the new Lease Year shall continue to be paid at the rate being paid for the particular Lease Year just completed, but Tenant shall commence payment to Landlord of the monthly installment of Additional Rent on the basis of said statement beginning on the first day of the month following the month in which Tenant receives such statement. In addition to the contrary contained hereinabove, all reimbursable expenses if, during any particular Lease Year, there is a change in the information on which Landlord based the estimate upon which Tenant is then making its estimated payment of Taxes and Operating Expenses so that such Estimated Escalation Increase furnished to Tenant is no longer accurate, Landlord shall be reconciled at Closingpermitted to revise such Estimated Escalation Increase by notifying Tenant, and there shall be such that if Seller has collected sums adjustments made in excess the Additional Rent on the first day of its reimbursable expenses under the Leasesmonth following the serving of such statement on Tenant as shall be necessary by either increasing or decreasing, Seller as the case may be, the amount of Additional Rent then being paid by Tenant for the balance of the Lease Year (but in no event shall pay any such excess to Buyerdecrease result in a reduction of the Rent below the Monthly Rent plus all other amounts of Additional Rent) Notwithstanding the foregoing, in no event shall Taxes for the Base Year be lowered by any abatement or reduction on Taxes by reason of a Proposition 8 reduction or otherwise. In the event that such reconciliation shows that Seller has collected less than its incurred reimbursable expenses under the Leases, Buyer shall remit the shortfall to Seller, when Landlord’s and to the extent actually collected from tenants (with such collections applied first to amounts due Tenant’s responsibilities with respect to the month in which Closing occurs, Tax and then to any amounts due Buyer with respect to the period of time following the Closing, and then to Seller with respect to any amounts due to Seller with respect to the period of time prior to the Closing) not later than Operating Expense adjustments described herein shall survive the expiration or early termination of one hundred twenty this Lease. If the Building is not fully occupied during any particular Lease Year, including Calendar Year 2011, Landlord shall adjust those Operating Expenses which are affected by Building occupancy for the particular Lease Year, or portion thereof, as the case may be, to reflect an occupancy of not less than ninety-five percent (12095%) days after of all such rentable area of the calendar year in which the Closing occurs with respect to the budgeting of such expenses under the LeasesBuilding.

Taxes and Operating Expenses. All real estate taxes, charges and assessments affecting the Property (“Taxes”), all charges for water, electricity, sewer rental, gas, telephone, fuel oil and all other utilities (“Operating Expenses”), to serving the extent not paid directly by tenants, and all common area maintenance charges billed to tenants on an estimated basis (“CAM Charges”) Property shall be prorated on a per diem basis as of the date of Closing. Buyer shall be entitled to all income and responsible for all expenses for the period beginning at 12:01 a.m. 11:59 p.m. (Central Eastern Time Zone (U.S.A.)) on the date of Closingday prior to the Closing Date, except as set forth herein. If any Taxes have not been finally assessed as of the date of Closing Date for the current fiscal year of the taxing authority, then the same shall be adjusted at Closing based upon the most recently issued bills therefor, and shall be re-adjusted when and if final bills are issued. If any Operating Expenses All refunds of Taxes received by Seller or CAM Charges cannot conclusively be determined as of Buyer after the date of Closing, then Closing with respect to the same property tax appeals ("Tax Refund") shall be adjusted at Closing based upon applied (A) first, to reimburse Seller or Buyer, as the most recently issued bills thus farcase may be, for third party expenses incurred in protesting and obtaining such Tax Refund, (B) second, to Buyer, and readjusted within 120 days (C) third, (x) to Seller if such Tax Refund is for any period which ends before the Closing Date, (y) to Buyer if such Tax Refund is for any period which commences on or after the end of the calendar year in which Closing Date, or (z) to Seller and Buyer prorated based on the Closing occurs or as soon thereafter as final adjustment figures are available. Buyer hereby agrees to assume all non-delinquent assessments affecting the PropertyDate, whether special or general, subject to proration on if such Tax Refund is for a per diem basis as of period which includes the Closing Date. If Seller is presently prosecuting tax abatement proceedingsor Buyer receives any Tax Refund, after the Closing, Seller then each shall continue to be authorized to prosecute retain or promptly pay such proceedings, and shall be entitled to its pro rata share of any such abatement proceeds. Buyer agrees after the Closing, to the extent reasonably necessary for Seller to continue to prosecute such proceedings, to reasonably cooperate with Seller, to pay its pro rata share of any costs attributable to such proceedings and also agrees to promptly endorse amounts (or pay over to Seller any abatement amounts for such years received by Buyer, less applicable costs incurred by Buyer. To the extent portions thereof) in order that such refunds payments are paid applied in the manner set forth in this Subsection. Xxxxx and Xxxxxx agree to Seller and are due to tenants, Seller does hereby covenant and agree that it shall, upon receipt thereof, reimburse tenants for their applicable share of such refunds. Notwithstanding anything to the contrary contained herein, all reimbursable expenses shall be reconciled at Closing, such that if Seller has collected sums in excess of its reimbursable expenses under the Leases, Seller shall pay such excess to Buyer. In the event that such reconciliation shows that Seller has collected less than its incurred reimbursable expenses under the Leases, Buyer shall remit the shortfall to Seller, when and to the extent actually collected from tenants (with such collections applied first to amounts due with respect to the month in which Closing occurs, and then to any amounts due Buyer with respect to the period of time following the Closing, and then to Seller cooperate with respect to any amounts due to Seller with respect to the period of time prior to the Closing) not later than the expiration of one hundred twenty (120) days after the calendar year in which the Closing occurs with respect to the budgeting of such expenses under the Leasespending Tax Refund request.

Taxes and Operating Expenses. All real estate taxesa. Beginning January 1, charges and assessments affecting 2021, Tenant shall pay Tenant’s Percentage Share, as specified in the Basic Lease Information, of the increase of all Property Taxes assessed in respect of the Property (“during the Term over Base Year Property Taxes”), and Tenant’s Percentage Share of the increase of all charges for water, electricity, sewer rental, gas, telephone, fuel oil and all other utilities (“Operating Expenses paid or incurred by Landlord over Base Year Operating Expenses”), to the extent not paid directly by tenants, and all common area maintenance charges billed to tenants on an estimated basis (“CAM Charges”) shall be prorated on a per diem basis as of the date of Closing. Buyer shall be entitled to all income and responsible for all expenses for the period beginning at 12:01 a.m. (Central Time Zone (U.S.A.)) on the date of Closing, except as set forth herein. If any Taxes have not been finally assessed as of the date of Closing for the current fiscal year of the taxing authority, then the same shall be adjusted at Closing based upon the most recently issued bills therefor, and shall be re-adjusted when and if final bills are issued. If any Operating Expenses or CAM Charges cannot conclusively be determined as of the date of Closing, then the same shall be adjusted at Closing based upon the most recently issued bills thus far, and readjusted within 120 days after the end of the calendar year in which the Closing occurs or as soon thereafter as final adjustment figures are available. Buyer hereby agrees to assume all non-delinquent assessments affecting the Property, whether special or general, subject to proration on a per diem basis as of the Closing Date. If Seller is presently prosecuting tax abatement proceedings, after the Closing, Seller shall continue to be authorized to prosecute such proceedings, and shall be entitled to its pro rata share of any such abatement proceeds. Buyer agrees after the Closing, to the extent reasonably necessary for Seller to continue to prosecute such proceedings, to reasonably cooperate with Seller, to pay its pro rata share of any costs attributable to such proceedings and also agrees to promptly endorse or pay over to Seller any abatement amounts for such years received by Buyer, less applicable costs incurred by Buyer. To the extent that such refunds are paid to Seller and are due to tenants, Seller does hereby covenant and agree that it shall, upon receipt thereof, reimburse tenants for their applicable share of such refunds. Notwithstanding anything to the contrary contained herein, all reimbursable expenses shall be reconciled at Closing, such that if Seller has collected sums in excess of its reimbursable expenses under the Leases, Seller shall pay such excess to Buyer. In the event that such reconciliation shows that Seller has collected less than its incurred reimbursable expenses under the Leases, Buyer shall remit the shortfall to Seller, when and to the extent actually collected from tenants (with such collections applied first to amounts due with respect to the month in which Closing occurs, and then to any amounts due Buyer with respect to the period of time following the Closing, and then to Seller with respect to any amounts due to Seller with respect to the period of time prior to the Closing) not later than the expiration of Within one hundred twenty (120) days after the close of the 2020 calendar year (or as soon thereafter as is practicable), Landlord shall deliver to Tenant a statement of actual Property Taxes and Operating Expenses for the 2020 Base Year. Tenant’s Percentage Share is calculated by dividing the rentable area of the Premises, as set forth in the Basic Lease Information, by the rentable area of the Building, and shall be subject to change if Landlord changes the total rentable area of the Building. If during any calendar year during the Term, the Building is not fully occupied on the average, Operating Expenses and Property Taxes shall be adjusted to equal Landlord’s reasonable estimate o Operating Expenses and Property Taxes had the total rentable area of the Building been fully occupied during such calendar year. b. For the purposes hereof, “Property Taxes” shall mean all taxes, assessments, rates and charges, general and special, ordinary and extraordinary, unforeseen as well as foreseen, of any kind and nature whatsoever, including but not limited to assessments for public improvements or benefits, which relate to any period falling in whole or in part within the Closing occurs with Term and which are assessed, levied, confirmed, imposed, or become a lien upon or payable in respect of the Premises or the Property and/or any buildings or other improvements thereon and any tax or excise on rents or other tax howsoever described, unforeseen as well as foreseen, at any time imposed under the laws of any governmental authority which relates to any period falling in whole or in part within the Term and which is levied or assessed directly or indirectly against Landlord or on the rental and charges payable under leases for portions of the Property or on receipts or income payable to Landlord under any other agreement or arrangement relating to Property, including, without limitation, any gross receipts tax to the budgeting extent imposed upon Landlord by reason of the receipt of rental, charges or other income from the Premises or the Property; provided, however, that Landlord may, at its election and in lieu of including such taxes in Operating Expenses, allocate to Tenant a share of such expenses taxes by reference to the amount thereof attributable to payments made by Tenant under this Lease. Property Taxes shall also include the Leasescost of protesting real property taxes and assessments. Notwithstanding anything to the contrary contained in this Section, there shall be excluded from Property Taxes (i) all excess profits taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and succession taxes, estate taxes, federal and state income taxes, and other taxes to the extent applicable to Landlord’s general or net income (as opposed to rents, receipts or income attributable to operations at the Building), (ii) any items included as Operating Expenses, and (iii) any items paid by Tenant under Section 6 (taxes for which Tenant is directly responsible) of this Lease. Base Year Property Taxes shall be those assessed during the Base Year set forth in the Basic Lease Information.

Taxes and Operating Expenses. All real estate taxes, charges taxes and assessments and other similar charges affecting the Property (collectively, “Taxes”), ) and all charges for common area maintenance charges, operating expenses and utilities, including, without limitation, water, electricity, sewer rental, gas, telephone, fuel oil and all other utilities provided to the Property, and all items and expenses covered by or arising out of the Declaration (collectively “Operating Expenses”), to the extent not paid directly by tenants, and all common area maintenance charges billed to tenants on an estimated basis (“CAM Charges”) shall be prorated on a per diem basis as of the date of Closing. Buyer shall be entitled Closing Date to all income and responsible for all expenses for the period beginning at 12:01 a.m. (Central Time Zone (U.S.A.)) on extent the date of Closing, except as set forth hereinsame are not paid directly by the tenants under the Leases. If any Taxes have not been finally assessed as of the date of Closing Date for the current fiscal year of the taxing authority, then the same shall they will be adjusted prorated at Closing based upon the most recently issued bills therefor, and shall be re-adjusted when and if final bills are issued. If any Operating Expenses or CAM Charges cannot conclusively be determined finally as of the date Closing Date, they will be prorated at Closing on the basis of Closingthe best available information. Adjustments to the prorations will be made from time to time after Closing to take account of final information as to Taxes and Operating Expenses that were estimated as of the Closing Date or to adjust Rent or Operating Expenses that were not included in the prorations done as of the Closing Date, then and Buyer or Sellers, as applicable, will pay the same other within ten (10) business days after demand such amounts as may be appropriate based on such adjustments. Any reproration of expenses shall be adjusted at completed within ninety (90) days after Closing based upon or, in the most recently issued bills thus farcase of Taxes, and readjusted within 120 thirty (30) days after the end of tax bills for the calendar fiscal year in which the Closing occurs are issued and neither Buyer nor Sellers will be entitled to request a payment on account of reprorations after such dates. If either Seller has commenced or as soon thereafter as final adjustment figures are available. Buyer hereby agrees to assume all non-delinquent assessments affecting the Property, whether special or general, subject to proration on a per diem basis is otherwise prosecuting tax abatement proceedings which have not been resolved as of the Closing Date. If Seller is presently prosecuting tax abatement proceedings, then, from and after the ClosingClosing Date, such Seller may (but shall continue to not be authorized to obligated to) prosecute such proceedings, and such Seller shall be entitled to its pro rata share of any such abatement proceedsproceeds obtained in connection therewith to the extent related to periods prior to the Closing Date and are not otherwise payable or required to be refunded to tenants under any Leases. Buyer agrees to reasonably cooperate with such Seller, at no out-of-pocket cost to Buyer, in such prosecution from and after the Closing, to and Buyer, on the extent reasonably necessary for Seller to continue to prosecute such proceedingsone hand, to reasonably cooperate with Sellerand Sellers, to pay its pro rata share of any costs attributable to such proceedings and also on the other hand, each agrees to promptly endorse or pay over to Seller the other any abatement amounts for such years received by Buyer, less applicable costs incurred by Buyer. To the extent that such refunds are paid it or them to Seller and are due to tenants, Seller does hereby covenant and agree that it shall, upon receipt thereof, reimburse tenants for their applicable share of such refunds. Notwithstanding anything to the contrary contained herein, all reimbursable expenses shall be reconciled at Closing, such that if Seller has collected sums in excess of its reimbursable expenses under the Leases, Seller shall pay such excess to Buyer. In the event that such reconciliation shows that Seller has collected less than its incurred reimbursable expenses under the Leases, Buyer shall remit the shortfall to Seller, when and to the extent actually collected from tenants (with such collections applied first to amounts due with respect to the month in which Closing occurs, and then to any amounts due Buyer with respect to the period of time following the Closing, and then to Seller with respect to any amounts due to Seller with respect to the period of time prior to the Closing) not later than the expiration of one hundred twenty (120) days after the calendar year in which the Closing occurs with respect other is entitled, subject to the budgeting rights of such expenses tenants under the any Leases.

Taxes and Operating Expenses. All real estate taxesIf during any Lease Year the Estimated Escalation Increase is less than the Estimated Escalation Increase for the previous Lease Year on which Tenant's share of taxes and Operating Expenses were based for said year, charges and assessments affecting such Additional Rent payments, attributable to Estimated Escalation increase, to be paid by Tenant for the Property (“Taxes”)new tease Year shall be decreased accordingly; provided, all charges for waterhowever, electricity, sewer rental, gas, telephone, fuel oil and in no event will the Rent paid by Tenant hereunder ever be less than the Monthly Rent plus all other utilities (“Operating Expenses”), to the extent not paid directly by tenants, and all common area maintenance charges billed to tenants on an estimated basis (“CAM Charges”) shall be prorated on a per diem basis amounts of Additional Rent. As soon as of the date of Closing. Buyer shall be entitled to all income and responsible for all expenses for the period beginning at 12:01 a.m. (Central Time Zone (U.S.A.)) on the date of Closing, except as set forth herein. If any Taxes have not been finally assessed as of the date of Closing for the current fiscal year of the taxing authority, then the same shall be adjusted at Closing based upon the most recently issued bills therefor, and shall be re-adjusted when and if final bills are issued. If any Operating Expenses or CAM Charges cannot conclusively be determined as of the date of Closing, then the same shall be adjusted at Closing based upon the most recently issued bills thus far, and readjusted within 120 days after practicable following the end of each Lease Year, Landlord shall submit to Tenant a statement setting forth the calendar year in which Estimated Escalation Increase, if any. Beginning with said statement for the Closing occurs or as soon thereafter as final adjustment figures are available. Buyer hereby agrees to assume all non-delinquent assessments affecting second Lease Year, it shall also set forth the Property, whether special or general, subject to proration on a per diem basis as of Escalation Reconciliation for the Closing Date. If Seller is presently prosecuting tax abatement proceedings, after the Closing, Seller shall continue to be authorized to prosecute such proceedings, and shall be entitled to its pro rata share of any such abatement proceeds. Buyer agrees after the Closing, to the extent reasonably necessary for Seller to continue to prosecute such proceedings, to reasonably cooperate with Seller, to pay its pro rata share of any costs attributable to such proceedings and also agrees to promptly endorse or pay over to Seller any abatement amounts for such years received by Buyer, less applicable costs incurred by BuyerLease Year just completed. To the extent that such refunds are the Operating Expense Escalation is different from the Estimated Escalation Increase upon which Tenant paid to Seller and are due to tenantsRent during the Lease Year just completed, Seller does hereby covenant and agree that it shall, upon Tenant shall pay Landlord the difference in cash within thirty (30) days following receipt thereof, reimburse tenants for their applicable share by Tenant of such refundsstatement from Landlord, or receive a credit on future Rent owing hereunder (or cash if there is no future Rent owing hereunder) as the case may be. Notwithstanding anything Until Tenant receives such statement, Tenant's Rent for the new Lease Year shall continue to be paid at the rate being paid for the particular Lease Year just completed, but Tenant shall commence payment to Landlord of the monthly installment of Additional Rent on the basis of said statement beginning on the first day of the month following the month in which Tenant receives such statement. In addition to the contrary contained hereinabove, all reimbursable expenses if, during any particular Lease Year, there is a change in the information on which Landlord based the estimate upon which Tenant is then making its estimated payment of Taxes and Operating Expenses so that such Estimated Escalation Increase furnished to Tenant is no longer accurate, Landlord shall be reconciled at Closingpermitted to revise such Estimated Escalation Increase by notifying Tenant, and there shall be such that if Seller has collected sums adjustments made in excess the Additional Rent on the first day of its reimbursable expenses under the Leasesmonth following the serving of such statement on Tenant as shall be necessary by either increasing or decreasing, Seller as the case may be, the amount of Additional Rent then being paid by Tenant for the balance of the Lease Year (but in no event shall pay any such excess to Buyerdecrease result in a reduction of the rent below the Monthly Rent plus all other amounts of Additional Rent). In the event that such reconciliation shows that Seller has collected less than its incurred reimbursable expenses under the Leases, Buyer shall remit the shortfall to Seller, when Landlord's and to the extent actually collected from tenants (with such collections applied first to amounts due Tenant's responsibilities with respect to the month in which Closing occurs, Tax and then to any amounts due Buyer with respect to the period of time following the Closing, and then to Seller with respect to any amounts due to Seller with respect to the period of time prior to the Closing) not later than Operating Expense adjustments described herein shall survive the expiration or early termination of one hundred twenty this Lease. If the Building is not fully occupied during any particular Lease Year, Landlord may adjust those Operating Expenses which are affected by Building occupancy fur the particular Lease Year, or portion thereof, as the case may be, to reflect an occupancy of not less than ninety-five percent (12095%) days after of all such rentable area of the calendar year in which the Closing occurs with respect to the budgeting of such expenses under the LeasesBuilding.

Taxes and Operating Expenses. All real estate taxesIf during any Lease Year the Estimated Escalation Increase is less than the Estimated Escalation Increase for the previous Lease Year on which Tenant's share of Taxes and Operating Expenses were based for said year, charges and assessments affecting such Additional Rent payments, attributable to Estimated Escalation Increase, to be paid by Tenant for the Property (“Taxes”)new Lease Year shall be decreased accordingly; provided, all charges for waterhowever, electricity, sewer rental, gas, telephone, fuel oil and in no event will the Rent paid by Tenant hereunder ever be less than the Monthly Rent plus all other utilities (“Operating Expenses”), to the extent not paid directly by tenants, and all common area maintenance charges billed to tenants on an estimated basis (“CAM Charges”) shall be prorated on a per diem basis amounts of Additional Rent. As soon as of the date of Closing. Buyer shall be entitled to all income and responsible for all expenses for the period beginning at 12:01 a.m. (Central Time Zone (U.S.A.)) on the date of Closing, except as set forth herein. If any Taxes have not been finally assessed as of the date of Closing for the current fiscal year of the taxing authority, then the same shall be adjusted at Closing based upon the most recently issued bills therefor, and shall be re-adjusted when and if final bills are issued. If any Operating Expenses or CAM Charges cannot conclusively be determined as of the date of Closing, then the same shall be adjusted at Closing based upon the most recently issued bills thus far, and readjusted within 120 days after practicable following the end of each Lease Year,but no later than 90 days following the calendar year in which end of each Lease Year, Landlord shall submit to Tenant a statement setting forth the Closing occurs or as soon thereafter as final adjustment figures are availableEstimated Escalation Increase, if any. Buyer hereby agrees to assume all non-delinquent assessments affecting Beginning with said statement for the Propertysecond Lease Year, whether special or general, subject to proration on a per diem basis as of it shall also set forth the Closing Date. If Seller is presently prosecuting tax abatement proceedings, after Escalation Reconciliation for the Closing, Seller shall continue to be authorized to prosecute such proceedings, and shall be entitled to its pro rata share of any such abatement proceeds. Buyer agrees after the Closing, to the extent reasonably necessary for Seller to continue to prosecute such proceedings, to reasonably cooperate with Seller, to pay its pro rata share of any costs attributable to such proceedings and also agrees to promptly endorse or pay over to Seller any abatement amounts for such years received by Buyer, less applicable costs incurred by BuyerLease Year just completed. To the extent that such refunds are the Operating Expense Escalation is different from the Estimated Escalation Increase upon which Tenant paid to Seller and are due to tenantsRent during the Lease Year just completed, Seller does hereby covenant and agree that it shall, upon Tenant shall pay Landlord the difference in cash within thirty (30) days following receipt thereof, reimburse tenants for their applicable share by Tenant of such refundsstatement from Landlord, or receive a credit on future Rent owing hereunder (or cash if there is no future Rent owing hereunder) as the case may be. Notwithstanding anything Until Tenant receives such statement, Tenant's Rent for the new Lease Year shall continue to be paid at the rate being paid for the particular Lease Year just completed, but Tenant shall commence payment to Landlord of the monthly installment of Additional Rent on the basis of said statement beginning on the first day of the month following the month in which Tenant receives such statement. In addition to the contrary contained hereinabove, all reimbursable expenses if, during any particular Lease Year, there is a change in the information on which Landlord based the estimate upon which Tenant is then making its estimated payment of Taxes and Operating Expenses so that such Estimated Escalation Increase furnished to Tenant is no longer accurate, Landlord shall be reconciled at Closingpermitted to revise such Estimated Escalation Increase by notifying Tenant, and there shall be such that if Seller has collected sums adjustments made in excess the Additional Rent on the first day of its reimbursable expenses under the Leasesmonth following the serving of such statement on Tenant as shall be necessary by either increasing or decreasing, Seller as the case may be, the amount of Additional Rent then being paid by Tenant for the balance of the Lease Year (but in no event shall pay any such excess to Buyerdecrease result in a reduction of the rent below the Monthly Rent plus all other amounts of Additional Rent). In the event that such reconciliation shows that Seller has collected less than its incurred reimbursable expenses under the Leases, Buyer shall remit the shortfall to Seller, when Landlord's and to the extent actually collected from tenants (with such collections applied first to amounts due Tenant's responsibilities with respect to the month in which Closing occurs, Tax and then to any amounts due Buyer with respect to the period of time following the Closing, and then to Seller with respect to any amounts due to Seller with respect to the period of time prior to the Closing) not later than Operating Expense adjustments described herein shall survive the expiration or early termination of one hundred twenty this Lease. If the Building is not fully occupied during any particular Lease Year, Landlord may adjust those Operating Expenses which are affected by Building occupancy for the particular Lease Year, or portion thereof, as the case may be, to reflect an occupancy of not less than ninety-five percent (12095%) days after of all such rentable area of the calendar year in which the Closing occurs with respect to the budgeting of such expenses under the LeasesBuilding.

Taxes and Operating Expenses. All real estate taxes, charges and assessments affecting the Property (“Taxes”), all charges for water, electricity, sewer rental, gas, telephone, fuel oil telephone and all other utilities (“Operating Expenses”), to the extent not paid directly by tenants, and all common area maintenance charges billed to tenants on an estimated basis (“CAM Charges”) shall be prorated on a per diem basis effective as of 11:59 p.m. on the day prior to the Closing; provided however that water, electric, gas and other utility charges that are measured by meters shall not be prorated, and Seller shall obtain a final reading as of the date day prior to Closing and be solely responsible for charges incurred prior to such final reading. Seller shall cooperate with Buyer in arranging for the transfer of Closingall such utilities to Buyer’s name. Buyer Seller shall be entitled to receive the return of all income utility deposits, bonds and other security for or under the Contracts (as hereinafter defined), which shall not be prorated. Buyer shall cooperate with Seller in obtaining such return, and Buyer shall be responsible for all expenses replacing any such deposits, bonds and other security if and to the extent required by the applicable utility company. Seller shall be required to obtain readings of any meters measuring electricity provided to tenants on a direct meter basis, and shall remain liable for any such charges billed or billable to the period beginning at 12:01 a.m. (Central Time Zone (U.S.A.)) on tenants prior to the date of Closing, except as set forth herein. If any Taxes have not been finally assessed as of the date of Closing Date for the current fiscal year of the taxing authority, then the same shall be adjusted at Closing based upon the most recently issued bills therefor, and shall be re-adjusted between Buyer and Seller when and if final bills are issued. If any bills for Operating Expenses or CAM Charges canfor periods prior to Closing are not conclusively be determined as of the date of Closingthen available, then the same those amounts shall be adjusted at after Closing based upon the most recently issued bills thus far, and readjusted within 120 thirty (30) days after the end of the calendar year in which the Closing occurs or as soon thereafter as final adjustment figures are available. Buyer hereby agrees to assume all non-delinquent assessments affecting the Property, whether special or general, subject to proration on a per diem basis as receipt of the Closing Datesaid bills. If Seller is presently prosecuting tax abatement proceedings, after the Closing, Seller shall continue to be authorized to prosecute such proceedings, and shall be entitled to its pro rata share of any such abatement proceedsproceeds obtained in connection therewith and attributable to any time period before the Closing. Buyer agrees after the Closing, to the extent reasonably necessary for Seller to continue to prosecute such proceedings, to reasonably cooperate with SellerSeller in such prosecution, to pay its pro rata share of any costs attributable to such proceedings and also agrees to promptly endorse or pay over to Seller any abatement amounts for such years attributable to any time period prior to Closing if received by Buyer. If Buyer later prosecutes a tax abatement, less applicable costs incurred reduction or protest, which results in any tax savings for any period during which Seller owned the Property or for amounts paid by Buyer. To the extent that such refunds are paid to Seller and are due to tenants, Seller does hereby covenant and agree that it shall, upon receipt thereof, reimburse tenants for their applicable share of such refunds. Notwithstanding anything to the contrary contained herein, all reimbursable expenses shall be reconciled at Closing, such that if Seller has collected sums in excess of its reimbursable expenses under the Leases, Seller shall pay such excess to Buyer. In the event that such reconciliation shows that Seller has collected less than its incurred reimbursable expenses under the LeasesSeller, Buyer shall remit the shortfall to Seller, when and to the extent actually collected from tenants (with such collections applied first to amounts due with respect to the month in which Closing occurs, and then to any amounts due Buyer with respect to the period of time following the Closing, and then pay to Seller with respect its proportionate share of any such amounts (less Seller’s proportionate share of expenses incurred relating to any amounts due to Seller with respect to the period of time prior to the Closing) not later than the expiration of one hundred twenty (120) days after the calendar year in which the Closing occurs with respect to the budgeting of such expenses under the Leasessame).

Taxes and Operating Expenses. All real estate taxes, charges and assessments affecting the Property (“Taxes”), all charges for water, electricity, sewer rental, gas, telephone, fuel oil and all other utilities (“Operating Expenses”), to the extent not paid directly by tenants, and all common area maintenance charges billed to tenants on an estimated basis (“CAM Charges”) Said estimate shall be prorated on a per diem basis as of the date of Closing. Buyer shall be entitled to all income and responsible for all expenses for the period beginning at 12:01 a.m. (Central Time Zone (U.S.A.)) on the date of Closing, except as set forth herein. If any Taxes have not been finally assessed as of the date of Closing for the current fiscal year of the taxing authority, then the same shall be adjusted at Closing based upon the most recently issued bills therefor, in writing and shall be re-adjusted when delivered or mailed to Lessee at the Premises. Lessee shall pay, as Additional Rent, the amount of Lessee's Pro Rata Share of Excess Real Estate Taxes and if final bills are issued. If any Operating Expenses or CAM Charges cannot conclusively be determined as for each Lease Year, so estimated, in equal monthly installments, in advance, on the first day of the date of Closing, then the same shall be adjusted at Closing based upon the most recently issued bills thus far, and readjusted within 120 days after the end of the calendar year in which the Closing occurs or as soon thereafter as final adjustment figures are available. Buyer hereby agrees to assume all non-delinquent assessments affecting the Property, whether special or general, subject to proration on a per diem basis as of the Closing Date. If Seller is presently prosecuting tax abatement proceedings, after the Closing, Seller shall continue to be authorized to prosecute such proceedings, and shall be entitled to its pro rata share of any such abatement proceeds. Buyer agrees after the Closing, to the extent reasonably necessary for Seller to continue to prosecute such proceedings, to reasonably cooperate with Seller, to pay its pro rata share of any costs attributable to such proceedings and also agrees to promptly endorse or pay over to Seller any abatement amounts for such years received by Buyer, less each month during each applicable costs incurred by Buyer. To the extent that such refunds are paid to Seller and are due to tenants, Seller does hereby covenant and agree that it shall, upon receipt thereof, reimburse tenants for their applicable share of such refunds. Notwithstanding anything to the contrary contained herein, all reimbursable expenses shall be reconciled at Closing, such that if Seller has collected sums in excess of its reimbursable expenses under the Leases, Seller shall pay such excess to BuyerLease Year. In the event that said estimate is delivered to Lessee after the first day of January of the applicable Lease Year, said amount, so estimated, shall be payable as Additional Rent, in equal monthly installments, in advance, on the first day of each month over the balance of such reconciliation shows that Seller Lease Year, with the number of installments being equal to the number of full calendar months remaining in such Lease Year. From time to time during any applicable Lease Year, Lessor may re-estimate the amount of Excess Real Estate Taxes and Excess Operating Expenses and Lessee's Pro Rata Share thereof, and in such Upon completion of each Lease Year, Lessor shall cause its accountants to determine the actual amount of Excess Real Estate Taxes and Operating Expenses for such Lease Year and Lessee's Pro Rata Share thereof and deliver a written certification of the amounts thereof to Lessee after the end of each Lease Year. If Lessee has collected paid less than its incurred reimbursable expenses under Pro Rata Share of Excess Real Estate Taxes and Operating Expenses for any Lease Year, Lessee shall pay the Leases, Buyer shall remit balance of its Pro Rata Share of the shortfall to Seller, when and to the extent actually collected from tenants same within ten (with such collections applied first to amounts due with respect to the month in which Closing occurs, and then to any amounts due Buyer with respect to the period of time following the Closing, and then to Seller with respect to any amounts due to Seller with respect to the period of time prior to the Closing) not later than the expiration of one hundred twenty (12010) days after the calendar year receipt of such statement. If Lessee has paid more than its Pro Rata Share of Excess Real Estate Taxes and Operating Expenses for any Lease Year, Lessor shall, at Lessee's option, either (i) refund such excess, or (ii) credit such excess against the most current monthly installment or installments due Lessor for its estimate of Lessee's Pro Rata Share of Excess Real Estate Taxes and Operating Expenses for the next following Lease Year. A pro rata adjustment shall be made for a fractional Lease Year occurring during the term of this Lease or any renewal or extension thereof based upon the number of days of the term of this Lease during said Lease Year as compared to three hundred sixty-five (365) days and all additional sums payable by Lessee or credits due Lessee as a result of the provisions of this Article II shall be adjusted accordingly. Further, Lessee shall pay, also as Additional Rent, all other sums and charges required to be paid by Lessee under this Lease, and any tax or excise on rents, gross receipts tax, transaction privilege tax or other tax, however described, which is levied or assessed by the United States of America or the state in which the Closing occurs with Office Complex is located or any political subdivision thereof, or any city or municipality, against Lessor in respect to the budgeting Base Rent, Additional Rent, or other charges reserved under this Lease or as a result of Lessor's receipt of such expenses rents or other charges accruing under the Leasesthis Lease; provided, however, Lessee shall have no obligation to pay net income taxes of Lessor.

Taxes and Operating Expenses. All real estate taxes, charges charges, betterment assessments, special assessments and other assessments affecting the Property (“Taxes”), all charges for water, electricity, sewer rental, gas, telephone, fuel oil telephone and all other utilities (“Operating Expenses”), to the extent not paid directly by tenantsthe tenant, and all operating expenses and common area maintenance charges billed to paid by the tenants on an estimated basis (“CAM Charges”) shall be prorated on a per diem basis as of the date of Closing. Buyer shall be entitled to all income and responsible for all expenses for the period beginning at 12:01 a.m. (Central Time Zone (U.S.A.)) on the date of Closing, except as set forth herein. If any Taxes have not been finally assessed as of the date of Closing for the current fiscal year of the taxing authority, then the same shall be adjusted at Closing based upon the most recently issued bills therefor, and shall be re-adjusted when and if final bills are issued. If any Operating Expenses or CAM Charges cannot conclusively be determined as of the date of Closing, then the same shall be adjusted at Closing based upon the most recently issued bills thus far, with any overcollections from tenants credited to Buyer at Closing and readjusted any undercollections from tenants credit to Seller at Closing, and shall be re-prorated within 120 90 days after the end of the calendar year in which the Closing occurs after final Operating Expenses and the actual amount of CAM Charges are determined (or as soon thereafter as final adjustment figures are availablethe end of the “Lease Year” under the Leases, if later). Subject to the pro-ration provisions herein, Buyer hereby agrees to shall assume all non-delinquent assessments affecting the Property, whether special or general, subject to general (all of which shall be treated for proration on a per diem basis purposes as if paid over the longest period permissible). At the time of the Closing Date. If Seller is presently prosecuting tax abatement proceedings, after final calculation under the Closing, Seller shall continue to be authorized to prosecute such proceedings, and shall be entitled to its pro rata share Leases of any such abatement proceeds. Buyer agrees after the Closing, to the extent reasonably necessary for Seller to continue to prosecute such proceedings, to reasonably cooperate with Seller, to pay its pro rata share of any costs attributable to such proceedings and also agrees to promptly endorse or pay over to Seller any abatement amounts for such years received by Buyer, less applicable costs incurred by Buyer. To the extent that such refunds are paid to Seller and are payments due to tenants, Seller does hereby covenant and agree that it shall, upon receipt thereof, reimburse tenants or from the tenant on account of CAM Charges for their applicable share of such refunds. Notwithstanding anything to the contrary contained herein, all reimbursable expenses shall be reconciled at Closing, such that if Seller has collected sums in excess of its reimbursable expenses under the Leases, Seller shall pay such excess to Buyer. In the event that such reconciliation shows that Seller has collected less than its incurred reimbursable expenses under the Leases, Buyer shall remit the shortfall to Seller, when and to the extent actually collected from tenants (with such collections applied first to amounts due with respect to the month in which Closing occurs, and then to any amounts due Buyer with respect to the period of time following the Closing, and then to Seller with respect to any amounts due to Seller with respect to the period of time prior to the Closing) not later than the expiration of one hundred twenty (120) days after the calendar year in which the Closing occurs occurs, whether in the nature of a reconciliation payment or full payment, in arrears, Buyer shall prepare, for Buyer’s and Seller’s approval, a reproration between Buyer and Seller as to such CAM Charge payments from the tenant. Seller will cooperate with respect to the budgeting Buyer’s preparation of such expenses reconciliation. Such reproration between Buyer and Seller will be completed within 30 days following the final calculation under the Leases, and any amounts owed by Buyer to Seller or by Seller to Buyer will be paid upon demand. Seller has filed a notice of valuation for 2011. At Closing, Seller will assign to Buyer, as the new owner of the Property, the right to pursue the appeal of the 2011 taxes, and Buyer will have the exclusive right to pursue the same after Closing. The parties will cooperate to substitute Buyer in the appeal, at no cost to Seller.

Taxes and Operating Expenses. All real estate taxes, charges and assessments affecting the Property Properties (“Taxes”), all charges for water, electricity, sewer rentalsewer, gas, telephone, fuel oil telephone and all other utilities (“Operating Expenses”), to the extent not paid directly by tenants, and all common area maintenance charges billed to tenants on an estimated basis (“CAM Charges”) shall be prorated on a per diem basis as of the date of ClosingClosing Date. Buyer shall be entitled to all income and responsible for all expenses for the period beginning at 12:01 a.m. (Central Eastern Time Zone (U.S.A.)) on the date of ClosingClosing Date, except as set forth hereinherein and Seller shall have no responsibility for any expenses incurred by Buyer following Closing. Any proration of Taxes shall be done on an accrual basis based on Taxes payable during the fiscal year in which Closing occurs. If any Taxes have not been finally assessed as of the date of Closing Date for the current fiscal year of the taxing authority, then the same shall be adjusted at Closing based upon the most recently issued bills therefor, and shall be re-adjusted when and if final bills are issued. If any Operating Expenses or CAM Charges cannot conclusively be determined as of the date of ClosingClosing Date, then the same shall be adjusted at Closing based upon the most recently issued bills thus far, and readjusted within 120 days after the end of the calendar year in which the Closing occurs or as soon thereafter as shall be re-adjusted when and if final adjustment figures bills are availableissued. Buyer hereby agrees to assume all non-delinquent assessments affecting the PropertyProperties, whether special or general, subject to proration on a per diem basis as of the Closing Date. If Seller is presently prosecuting tax abatement proceedings, after the Closing, Seller shall continue to be authorized to prosecute such proceedings, and shall be entitled to its pro rata share of any such abatement proceeds. Buyer agrees after the Closing, to the extent reasonably necessary for Seller to continue to prosecute such proceedings, to reasonably cooperate with Seller, to pay its pro rata share of any costs attributable to such proceedings and also agrees to promptly endorse or pay over to Seller any abatement amounts for such years received by Buyer, less applicable costs incurred by Buyer. To the extent that such refunds are paid to Seller and are due to tenants, Seller does hereby covenant and agree that it shall, upon receipt thereof, reimburse tenants for their applicable share of such refunds. Notwithstanding anything to the contrary contained herein, all reimbursable expenses shall be reconciled at Closing, such that if Seller has collected sums in excess of its reimbursable expenses under the Leases, Seller shall pay such excess to Buyer. In the event that such reconciliation shows that Seller has collected less than its incurred reimbursable expenses under the Leases, Buyer shall remit the shortfall to Seller, when and to the extent actually collected from tenants (with such collections applied first to amounts due with respect to the month in which Closing occurs, and then to any amounts due Buyer with respect to the period of time following from and after the Closing. Seller may prosecute appeals (if any) of the real property tax assessment for the period prior to the Closing, and then may take related action which Seller deems appropriate in connection therewith, subject to Buyer’s reasonable approval over any settlement thereof. Buyer shall cooperate with Seller in connection with such appeal and collection of a refund of real property taxes paid. Seller owns and holds all right, title and interest in and to such appeal and refund, and all amounts payable in connection therewith shall be paid directly to Seller by the applicable authorities. If such refund or any part thereof is received by Buyer relating to the pre-Closing period, Buyer shall promptly pay such amount to Seller. Any refund received by Seller shall be distributed as follows: first, to reimburse Seller for all costs incurred in connection with the appeal; second, with respect to any amounts due refunds payable to tenants of the Real Property pursuant to the Leases, to such tenants in accordance with the terms of such Leases; and third, to Seller with respect to the extent such appeal covers the period of time prior to the Closing) not later than , and to Buyer to the expiration extent such appeal covers the period as of one hundred twenty (120) days the Closing and thereafter. If and to the extent any such appeal covers the ​ period after the calendar year Closing, Buyer shall have the right to participate in which the Closing occurs with respect to the budgeting of such expenses under the Leasesappeal and approve any settlement in its sole discretion.

Taxes and Operating Expenses. All real estate taxes(a) Tenant shall deposit with Landlord monthly (as a deposit and not as a payment) commencing on the Commencement Date an amount equal to Tenant’s Share of one-twelfth of the annual Taxes and Operating Expenses estimated by Landlord and communicated by Landlord to Tenant in writing as soon as reasonably practicable after the beginning of each Lease Year. Such estimates may be revised by Landlord from time to time if Landlord reasonably estimates that Tenant’s Share of Operating Expenses or Taxes will vary from Landlord’s estimate. Upon expiration of the Lease Term, charges and assessments affecting the Property (“Taxes”), all charges for water, electricity, sewer rental, gas, telephone, fuel oil and all other utilities (“Operating Expenses”), to the extent not paid directly sums held by tenants, and all common area maintenance charges billed to tenants on an estimated basis (“CAM Charges”Landlord under this Section 3.3(a) shall be prorated on a per diem basis allocated between Landlord and Tenant as of such date based upon the date of Closing. Buyer periods with respect to which such sums are incurred, and Landlord shall be entitled to all income retain such portion as represents amounts incurred through such date, and responsible for all expenses for the period beginning at 12:01 a.m. (Central Time Zone (U.S.A.)) on the date of Closing, except as set forth herein. If any Taxes have not been finally assessed as of the date of Closing for the current fiscal year of the taxing authority, then the same balance shall be adjusted at Closing based upon the most recently issued bills therefor, and shall be re-adjusted when and if final bills are issued. If any Operating Expenses or CAM Charges cannot conclusively be determined as of the date of Closing, then the same shall be adjusted at Closing based upon the most recently issued bills thus far, and readjusted within 120 days after the end of the calendar year in which the Closing occurs or as soon thereafter as final adjustment figures are available. Buyer hereby agrees returned to assume all non-delinquent assessments affecting the Property, whether special or general, subject to proration on a per diem basis as of the Closing Date. If Seller is presently prosecuting tax abatement proceedings, after the Closing, Seller shall continue to be authorized to prosecute such proceedings, and shall be entitled to its pro rata share of any such abatement proceeds. Buyer agrees after the Closing, to the extent reasonably necessary for Seller to continue to prosecute such proceedings, to reasonably cooperate with Seller, to pay its pro rata share of any costs attributable to such proceedings and also agrees to promptly endorse or pay over to Seller any abatement amounts for such years received by Buyer, less applicable costs incurred by Buyer. To the extent that such refunds are paid to Seller and are due to tenants, Seller does hereby covenant and agree that it shall, upon receipt thereof, reimburse tenants for their applicable share of such refunds. Notwithstanding anything to the contrary contained herein, all reimbursable expenses shall be reconciled at Closing, such that if Seller has collected sums in excess of its reimbursable expenses under the Leases, Seller shall pay such excess to BuyerTenant. In the event that such reconciliation shows that Seller has collected less than its incurred reimbursable expenses under the Leases, Buyer shall remit the shortfall to Seller, when and to the extent actually collected from tenants (with such collections applied first to amounts due with respect to the month in which Closing occurs, and then to any amounts due Buyer with respect to the period of time following the Closing, and then to Seller with respect to any amounts this Lease is terminated due to Seller with respect to the period an Event of time prior to the ClosingDefault, all sums held by Landlord under this Section 3.3(a) not later than the expiration of shall be retained by Landlord. (b) Within one hundred twenty (120) days after the calendar year end of each Lease Year, Landlord shall provide Tenant with a detailed statement of the actual Operating Expenses and Taxes for the preceding Lease Year, and if Tenant has overdeposited or underdeposited its share of the actual Operating Expenses and Taxes for the preceding Lease Year, Tenant or Landlord shall pay the other, as appropriate, the amount of such overpayment or underpayment, as the case may be, within thirty (30) days after the statement of actual Operating Expenses and Taxes is delivered by Landlord. (c) After Landlord has provided Tenant with a statement of the actual Operating Expenses and Taxes for any Lease Year, Tenant, at its expense, shall have the right for a period of one hundred fifty (150) days after receipt of such statement, to audit Landlord’s books and records relating to the actual Operating Expenses and Taxes for the period covered by such statement. If Tenant fails to exercise its audit rights within said one hundred fifty (150) day period, Landlord’s statement of actual Operating Expenses and Taxes shall be deemed binding on Tenant. Any such audit shall be concluded by Tenant within ninety (90) days following the commencement thereof. If any audit shall prove that Tenant has overpaid its share of Operating Expenses and Taxes, the amount of such overpayment shall be promptly refunded to Tenant. Tenant shall bear the costs of any audit conducted for or by it, unless such audit discloses that Landlord’s determination of Operating Expenses and Taxes has been overstated by more than five percent (5%), in which case Landlord shall reimburse Tenant for the Closing occurs cost of such audit within thirty (30) days of Landlord’s receipt of Tenant’s written demand for such reimbursement and a certified copy of the audit results. Tenant may not request such an audit more than once for any Lease Year. (d) If the Project is not fully occupied at any time during any Lease Year, Landlord may reasonably adjust the Operating Expenses which vary with respect occupancy in the Project for such Lease Year, employing sound accounting and management principles, to the budgeting amount of Operating Expenses that would have been incurred had the Project been ninety-five percent (95%) occupied for the entire Lease Year, provided that in no event will Landlord collect in excess of the amount of all Operating Expenses and Taxes actually incurred in such expenses under the LeasesLease Year.

Taxes and Operating Expenses. All real estate taxes, charges and assessments affecting the Property (“Taxes”), all charges for water, electricity, sewer rental, gas, telephone, fuel oil and all other utilities (“Operating Expenses”), to the extent not paid directly by tenants, and all common area maintenance charges billed to tenants on an estimated basis (“CAM Charges”) Said estimate shall be prorated on a per diem basis as of the date of Closing. Buyer shall be entitled to all income and responsible for all expenses for the period beginning at 12:01 a.m. (Central Time Zone (U.S.A.)) on the date of Closing, except as set forth herein. If any Taxes have not been finally assessed as of the date of Closing for the current fiscal year of the taxing authority, then the same shall be adjusted at Closing based upon the most recently issued bills therefor, in writing and shall be re-adjusted when delivered or mailed to Lessee at the Premises. Subject to Article XXV hereof, Lessee shall pay, as Additional Rent, the amount of Lessee's Pro Rata Share of Excess Real Estate Taxes and if final bills are issued. If any Operating Expenses or CAM Charges cannot conclusively be determined as for each Lease Year, so estimated, in equal monthly installments, in advance, on the first day of the date of Closing, then the same shall be adjusted at Closing based upon the most recently issued bills thus far, and readjusted within 120 days after the end of the calendar year in which the Closing occurs or as soon thereafter as final adjustment figures are available. Buyer hereby agrees to assume all non-delinquent assessments affecting the Property, whether special or general, subject to proration on a per diem basis as of the Closing Date. If Seller is presently prosecuting tax abatement proceedings, after the Closing, Seller shall continue to be authorized to prosecute such proceedings, and shall be entitled to its pro rata share of any such abatement proceeds. Buyer agrees after the Closing, to the extent reasonably necessary for Seller to continue to prosecute such proceedings, to reasonably cooperate with Seller, to pay its pro rata share of any costs attributable to such proceedings and also agrees to promptly endorse or pay over to Seller any abatement amounts for such years received by Buyer, less each month during each applicable costs incurred by Buyer. To the extent that such refunds are paid to Seller and are due to tenants, Seller does hereby covenant and agree that it shall, upon receipt thereof, reimburse tenants for their applicable share of such refunds. Notwithstanding anything to the contrary contained herein, all reimbursable expenses shall be reconciled at Closing, such that if Seller has collected sums in excess of its reimbursable expenses under the Leases, Seller shall pay such excess to BuyerLease Year. In the event that said -10- estimate is delivered to Lessee after the first day of January of the applicable Lease Year, said amount, so estimated, shall be payable as Additional Rent, in equal monthly installments, in advance, on the first day of each month over the balance of such reconciliation shows that Seller Lease Year, with the number of installments being equal to the number of full calendar months remaining in such Lease Year. Not more than once during any applicable Lease Year, Lessor may re-estimate the amount of Excess Real Estate Taxes and Excess Operating Expenses and Lessee's Pro Rata Share thereof, and in such event Lessor shall notify Lessee, in writing, of such re-estimate in the manner above set forth and fix monthly installments for the then remaining balance of such Lease Year in an amount sufficient to pay the re-estimated amount over the balance of such Lease Year after giving credit for payments made by Lessee on the previous estimate. Upon completion of each Lease Year, Lessor shall cause its accountants to determine the actual amount of Excess Real Estate Taxes and Operating Expenses for such Lease Year and Lessee's Pro Rata Share thereof and deliver a written certification of the amounts thereof to Lessee after the end of each Lease Year. Such determination shall be made in accordance with generally accepted accounting principles. If Lessee has collected paid less than its incurred reimbursable expenses under Pro Rata Share of Excess Real Estate Taxes and Operating Expenses for any Lease Year, Lessee shall pay the Leases, Buyer shall remit balance of its Pro Rata Share of the shortfall to Seller, when and to the extent actually collected from tenants same within thirty (with such collections applied first to amounts due with respect to the month in which Closing occurs, and then to any amounts due Buyer with respect to the period of time following the Closing, and then to Seller with respect to any amounts due to Seller with respect to the period of time prior to the Closing) not later than the expiration of one hundred twenty (12030) days after the calendar receipt of such statement. If Lessee has paid more than its Pro Rata Share of Excess Real Estate Taxes and Operating Expenses for any Lease Year, Lessor shall, at Lessee's option, either (i) refund such excess within thirty (30) days after the delivery of such written certification, or (ii) credit such excess against the most current monthly installment or installments due Lessor for its estimate of Lessee's Pro Rata Share of Excess Real Estate Taxes and Operating Expenses for the next following Lease Year; provided, however, Lessor shall refund such excess in the event that such excess was paid by Lessee during the last year of the term of this Lease, as may have been extended in accordance with Articles XXXIII or XXXIV hereof. A pro rata adjustment shall be made for a fractional Lease Year occurring during the term of this Lease or any renewal or extension thereof based upon the number of days of the term of this Lease during said Lease Year as compared to three hundred sixty-five (365) days and -11- all additional sums payable by Lessee or credits due Lessee as a result of the provisions of this Article II shall be adjusted accordingly. Further, Lessee shall pay, also as Additional Rent, all other sums and charges required to be paid by Lessee under this Lease, and any tax or excise on rents, gross receipts tax, transaction privilege tax or other tax, however described, which is levied or assessed by the United States of America or the state in which the Closing occurs with Office Complex is located or any political subdivision thereof, or any city or municipality, against Lessor in respect to the budgeting Base Rent, Additional Rent, or other charges reserved under this Lease or as a result of Lessor's receipt of such expenses rents or other charges accruing under this Lease; provided, however, Lessee shall have no obligation to pay net income taxes of Lessor, nor any taxes on rent or other receipts received by Lessor from other tenants of the LeasesOffice Complex, or any tax related to the receipt by Lessor of the proceeds of the sale or other transfer of the Office Complex or any portion thereof.

Taxes and Operating Expenses. All real estate taxesIf during any Lease Year the Estimated Escalation Increase is less than the Estimated Escalation Increase for the previous Lease Year on which Tenant's share of Taxes and Operating Expenses were based for said year, charges and assessments affecting such Additional Rent payments, attributable to Estimated Escalation Increase, to be paid by Tenant for the Property (“Taxes”)new Lease Year shall be decreased accordingly; provided, all charges for waterhowever, electricity, sewer rental, gas, telephone, fuel oil and in no event will the Rent paid by Tenant hereunder ever be less than the Monthly Rent plus all other utilities (“Operating Expenses”), to the extent not paid directly by tenants, and all common area maintenance charges billed to tenants on an estimated basis (“CAM Charges”) shall be prorated on a per diem basis amounts of Additional Rent. As soon as of the date of Closing. Buyer shall be entitled to all income and responsible for all expenses for the period beginning at 12:01 a.m. (Central Time Zone (U.S.A.)) on the date of Closing, except as set forth herein. If any Taxes have not been finally assessed as of the date of Closing for the current fiscal year of the taxing authority, then the same shall be adjusted at Closing based upon the most recently issued bills therefor, and shall be re-adjusted when and if final bills are issued. If any Operating Expenses or CAM Charges cannot conclusively be determined as of the date of Closing, then the same shall be adjusted at Closing based upon the most recently issued bills thus far, and readjusted within 120 days after practicable following the end of each Lease Year, Landlord shall submit to Tenant a statement setting forth the calendar year in which Estimated Escalation Increase, if any. Beginning with said statement for the Closing occurs or as soon thereafter as final adjustment figures are available. Buyer hereby agrees to assume all non-delinquent assessments affecting second Lease Year, it shall also set forth the Property, whether special or general, subject to proration on a per diem basis as of Escalation Reconciliation for the Closing Date. If Seller is presently prosecuting tax abatement proceedings, after the Closing, Seller shall continue to be authorized to prosecute such proceedings, and shall be entitled to its pro rata share of any such abatement proceeds. Buyer agrees after the Closing, to the extent reasonably necessary for Seller to continue to prosecute such proceedings, to reasonably cooperate with Seller, to pay its pro rata share of any costs attributable to such proceedings and also agrees to promptly endorse or pay over to Seller any abatement amounts for such years received by Buyer, less applicable costs incurred by BuyerLease Year just completed. To the extent that such refunds are the Operating Expense Escalation is different from the Estimated Escalation Increase upon which Tenant paid to Seller and are due to tenantsRent during the Lease Year just completed, Seller does hereby covenant and agree that it shall, upon Tenant shall pay Landlord the difference in cash within thirty (30) days following receipt thereof, reimburse tenants for their applicable share by Tenant of such refundsstatement from Landlord, or receive a credit on future Rent owing hereunder (or cash if there is no future Rent owing hereunder) as the case may be. Notwithstanding anything Until Tenant receives such statement, Tenant's Rent for the new Lease Year shall continue to be paid at the rate being paid for the particular Lease Year just completed, but Tenant shall commence payment to Landlord of the monthly installment of Additional Rent on the basis of said statement beginning on the first day of the month following the month in which Tenant receives such statement. In addition to the contrary contained hereinabove, all reimbursable expenses if, during any particular Lease Year, there is a change in the information on which Landlord based the estimate upon which Tenant is then making its estimated payment of Taxes and Operating Expenses so that such Estimated Escalation Increase famished to Tenant is no longer accurate, Landlord shall be reconciled at Closingpermitted to revise such Estimated Escalation Increase by notifying Tenant, and there shall be such that if Seller has collected sums adjustments made in excess the Additional Rent on the first day of its reimbursable expenses under the Leasesmonth following the serving of such statement on Tenant as shall be necessary by either increasing or decreasing, Seller as the case may be, the amount of Additional Rent then being paid by Tenant for the balance of the Lease Year (but in no event shall pay any such excess to Buyerdecrease result in a reduction of the rent below the Monthly Rent plus all other amounts of Additional Rent). In the event that such reconciliation shows that Seller has collected less than its incurred reimbursable expenses under the Leases, Buyer shall remit the shortfall to Seller, when Landlord's and to the extent actually collected from tenants (with such collections applied first to amounts due Tenant's responsibilities with respect to the month in which Closing occurs, Tax and then to any amounts due Buyer with respect to the period of time following the Closing, and then to Seller with respect to any amounts due to Seller with respect to the period of time prior to the Closing) not later than Operating Expense adjustments described herein shall survive the expiration or early termination of one hundred twenty this Lease. If the Building is less than ninety-five percent (12095%) days after occupied during any particular Lease Year, Landlord shall adjust those Operating Expenses which are affected by Building occupancy for the calendar year in which Operating Expenses Base Year and the Closing occurs with respect particular Lease Year, or portion thereof, as the case may be, to reflect an occupancy of not less than ninety-five percent (95%) of all such rentable area of the budgeting of such expenses under the LeasesBuilding.

Taxes and Operating Expenses. All real estate taxes, charges charges, betterment assessments, special assessments and other assessments affecting the Property (“Taxes”), all charges for water, electricity, sewer rental, gas, telephone, fuel oil telephone and all other utilities (“Operating Expenses”), to the extent not paid directly by tenantsthe tenant, and all operating expenses and common area maintenance charges billed to tenants the tenant on an estimated basis (“CAM Charges”) shall be prorated on a per diem basis as of the date of Closing. Buyer shall be entitled to all income and responsible for all expenses for the period beginning at 12:01 a.m. (Central Time Zone (U.S.A.)) on the date of Closing, except as set forth herein. If any Taxes have not been finally assessed as of the date of Closing for the current fiscal year of the taxing authority, then the same shall be adjusted at Closing based upon the most recently issued bills therefor, and shall be re-adjusted when and if final bills are issued. If any Operating Expenses or CAM Charges cannot conclusively be determined as of the date of Closing, then the same shall be adjusted at Closing based upon the most recently issued bills thus far, far and readjusted shall be re-adjusted within 120 one hundred twenty (120) days after the end of the calendar year in which the Closing occurs or as soon thereafter as after final adjustment figures Operating Expenses and the actual amount of CAM Charges are availabledetermined. Buyer hereby agrees to assume all non-delinquent assessments affecting the Property, whether special or general, subject to proration on a per diem basis general (all of which shall be treated as if paid over the longest period permissible). At the time of the Closing Date. If Seller is presently prosecuting tax abatement proceedings, after final calculation under the Closing, Seller shall continue to be authorized to prosecute such proceedings, and shall be entitled to its pro rata share Leases of any such abatement proceeds. Buyer agrees after the Closing, to the extent reasonably necessary for Seller to continue to prosecute such proceedings, to reasonably cooperate with Seller, to pay its pro rata share of any costs attributable to such proceedings and also agrees to promptly endorse or pay over to Seller any abatement amounts for such years received by Buyer, less applicable costs incurred by Buyer. To the extent that such refunds are paid to Seller and are payments due to tenants, Seller does hereby covenant and agree that it shall, upon receipt thereof, reimburse tenants or from any tenant on account of CAM Charges for their applicable share of such refunds. Notwithstanding anything to the contrary contained herein, all reimbursable expenses shall be reconciled at Closing, such that if Seller has collected sums in excess of its reimbursable expenses under the Leases, Seller shall pay such excess to Buyer. In the event that such reconciliation shows that Seller has collected less than its incurred reimbursable expenses under the Leases, Buyer shall remit the shortfall to Seller, when and to the extent actually collected from tenants (with such collections applied first to amounts due with respect to the month in which Closing occurs, and then to any amounts due Buyer with respect to the period of time following the Closing, and then to Seller with respect to any amounts due to Seller with respect to the period of time prior to the Closing) not later than the expiration of one hundred twenty (120) days after the calendar year in which the Closing occurs occurs, whether in the nature of a reconciliation payment or full payment, in arrears, Buyer shall prepare, for Buyer’s and Seller’s approval, a reproration between Buyer and Seller as to such CAM Charge payments from the tenant. Seller will cooperate with respect to the budgeting Buyer’s preparation of such expenses reconciliation. Such reproration between Buyer and Seller will be completed within thirty (30) days following the final calculation under the Leases, and any amounts owed by Buyer to Seller or by Seller to Buyer will be paid upon demand. Seller may file, and may prosecute, an appeal of the real property tax assessment, and may take related action which Seller deems appropriate in connection therewith. Buyer shall cooperate with Seller in connection with such appeal and collection of a refund of real estate taxes paid. Seller owns and holds all right, title and interest in and to such appeal and refund, and all amounts payable in connection therewith shall be paid directly to Seller by the applicable authorities. If such refund or any part thereof is received by Buyer, Buyer shall promptly pay such amount to Seller. Any refund received by Seller shall be distributed as follows: first, to reimburse Seller for all costs incurred in connection with the appeal; second, to Seller to the extent that such appeal covers the period prior to Closing and to Buyer to the extent such appeal covers the period as of the Closing and thereafter. If and to the extent any such appeal covers the period after the Closing, Buyer shall have the right to participate in such appeal after Closing. If and to the extent such appeal covers only the period prior to Closing, Seller shall have the sole right to prosecute the same and Buyer will cooperate with Seller in connection therewith.

Taxes and Operating Expenses. All real estate taxes, charges and assessments affecting the Property (“Taxes”), all charges for water, electricity, sewer rental, gas, telephone, fuel oil and all other utilities (“Operating Expenses”), to the extent not paid directly by tenants, and all common area maintenance charges billed to tenants on an estimated basis (“CAM Charges”) shall be prorated on a per diem basis as of the date of Closing. Seller shall endeavor to obtain utility meter readings for Property specific meters to a date not more than fifteen (15) days before the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings. If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available. Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and Seller or Purchaser, as the case may be, promptly shall make any applicable payment to the other based upon such recalculations. Buyer shall be entitled to all income and responsible for all expenses for the period beginning at 12:01 a.m. (Central Time Zone (U.S.A.)) on the date of Closing, except as set forth herein. If any Taxes have not been finally assessed as of the date of Closing for the current fiscal year of the taxing authority, then the same shall be adjusted at Closing based upon the most recently issued bills therefor, and shall be re-adjusted when and if final bills are issued. If any Operating Expenses or CAM Charges cannot conclusively be determined as of the date of Closing, then the same shall be adjusted at Closing based upon the most recently issued bills thus farfar or as otherwise reasonably estimated by Buyer and Seller, and readjusted within 120 days after the end of the calendar year in which the Closing occurs or as soon thereafter as final adjustment figures are availableavailable including final tenant reimbursement reconciliations. Buyer hereby agrees to assume all non-delinquent assessments affecting the Property, whether special or general, subject to proration on a per diem basis as of the Closing Date. If All refunds of Taxes received by Seller is presently prosecuting tax abatement proceedings, or Buyer after the Closing, Seller shall continue Closing with respect to be authorized to prosecute such proceedings, and the property tax appeals ("Tax Refund") shall be entitled to its pro rata share of any such abatement proceeds. Buyer agrees after the Closingapplied (A) first, to reimburse Seller or Buyer, as the extent reasonably necessary case may be, for Seller to continue to prosecute third party expenses incurred in protesting and obtaining such proceedingsTax Refund, (B) second, to reasonably cooperate with Seller, Buyer to pay its pro rata share of any costs attributable to such proceedings and also agrees to promptly endorse or pay over to Seller any abatement amounts for such years received by Buyer, less applicable costs incurred by Buyer. To the extent that such refunds are Tax Refund is required to be paid to (or credited against other amounts payable by) any tenant under any leases or other agreement, and (C) third, (x) to Seller if such Tax Refund is for any period which ends before the Closing Date, (y) to Buyer if such Tax Refund is for any period which commences on or after the Closing Date, or (z) to Seller and are due to tenantsBuyer prorated based on the Closing Date, if such Tax Refund is for a period which includes the Closing Date. If Seller does hereby covenant and agree that it shallor Buyer receives any Tax Refund, upon receipt thereof, reimburse tenants for their applicable share of such refunds. Notwithstanding anything to the contrary contained herein, all reimbursable expenses then each shall be reconciled at Closing, such that if Seller has collected sums in excess of its reimbursable expenses under the Leases, Seller shall retain or promptly pay such excess to Buyer. In the event amounts (or portions thereof) in order that such reconciliation shows that payments are applied in the manner set forth in this Subsection. Buyer and Seller has collected less than its incurred reimbursable expenses under the Leases, Buyer shall remit the shortfall agree to Seller, when and to the extent actually collected from tenants (with such collections applied first to amounts due with respect to the month in which Closing occurs, and then to any amounts due Buyer with respect to the period of time following the Closing, and then to Seller cooperate with respect to any amounts due to Seller with respect to the period of time prior to the Closing) not later than the expiration of one hundred twenty (120) days after the calendar year in which the Closing occurs with respect to the budgeting of such expenses under the Leasespending Tax Refund request.

Taxes and Operating Expenses. All real estate taxes, charges and assessments affecting the Property (“Taxes”), all charges for water, electricity, sewer rentalsewer, gas, telephone, fuel oil telephone and all other utilities (“Operating Expenses”), to the extent not paid directly by tenants, and all common area maintenance charges billed to tenants on an estimated basis (“CAM Charges”) shall be prorated on a per diem basis as of the date of ClosingClosing Date. Buyer shall be entitled to all income and responsible for all expenses for the period beginning at 12:01 a.m. (Central Eastern Time Zone (U.S.A.)) on the date of ClosingClosing Date, except as set forth hereinherein and Seller shall have no responsibility for any expenses incurred by Buyer following Closing. Any proration of Taxes shall be done on a cash basis based on Taxes payable during the fiscal year in which Closing occurs. If any Taxes have not been finally assessed as of the date of Closing Date for the current fiscal year of the taxing authority, then the same shall be adjusted at Closing based upon the most recently issued bills therefor, and shall be Seller and Buyer agree to re-adjusted when and if prorate such Taxes by appropriate payments between themselves within thirty (30) days following the date final bills are issued. If any Operating Expenses or CAM Charges cannot conclusively be determined as of the date of ClosingClosing Date, then the same shall be adjusted at Closing based upon the most recently issued bills thus far, and readjusted within 120 days after the end of the calendar year in which the Closing occurs or as soon thereafter as shall promptly be re-adjusted when and if final adjustment figures bills are availableissued. Buyer hereby agrees to assume all non-delinquent assessments affecting the Property, whether special or general, subject as well as those assessments applicable to proration on a per diem basis as the period of time from and after the Closing; provided that Seller shall be obligated to pay all taxes applicable to the period of time prior to Closing Dateto the extent set forth above. If Seller is presently prosecuting tax abatement proceedings, after the Closing, Seller shall continue to be authorized to prosecute such proceedings, and and, except as required to be reimbursed to any tenant under any Lease, shall be entitled to its pro rata share of any such abatement proceeds; provided, however, to the extent any such tax abatement proceedings relate to the fiscal year in which the Closing occurs, Seller shall not settle any such proceeding without Buyer’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). Buyer agrees after the Closingagrees, to the extent reasonably necessary for Seller to continue to prosecute such proceedings, to reasonably cooperate (at no material liability to Buyer) with Seller, at Seller’s expense, and, except as required to pay its pro rata share of be reimbursed to any costs attributable to such proceedings and tenant under any Lease, also agrees to promptly endorse or pay over to Seller any abatement amounts for such years received by BuyerBuyer (including, less applicable costs incurred by Buyer. To the extent that such refunds are paid to Seller and are due to tenantswithout limitation, Seller does hereby covenant and agree that it shall, upon receipt thereof, reimburse tenants for their applicable Seller’s pro rata share of any such refunds. Notwithstanding anything amounts relating to the contrary contained herein, all reimbursable expenses shall be reconciled at Closing, such that if Seller has collected sums in excess of its reimbursable expenses under the Leases, Seller shall pay such excess to Buyer. In the event that such reconciliation shows that Seller has collected less than its incurred reimbursable expenses under the Leases, Buyer shall remit the shortfall to Seller, when and to the extent actually collected from tenants (with such collections applied first to amounts due with respect to the month year in which Closing occurs, and then to occurs as well as Buyer’s share of any amounts due Buyer costs or fees payable in connection with respect to the period of time following the Closing, and then to Seller with respect to any amounts due to Seller with respect to the period of time prior to the Closing) not later than the expiration of one hundred twenty (120) days after the calendar year in which the Closing occurs with respect to the budgeting of such expenses under the Leases.appeal). ​ ​ ​

Taxes and Operating Expenses. All real estate taxes, charges and assessments affecting the Property payable in the calendar year of the date of Closing (“Taxes”), all charges for water, electricity, sewer rental, gas, telephone, fuel oil and all other utilities (“Operating ExpensesUtilities Charges”), to the extent not paid directly by tenants, and all common area maintenance charges operating expenses billed to tenants on an estimated basis (“CAM ChargesOperating Expenses”) shall be prorated on a per diem basis as of the date of Closing. Buyer shall be entitled to all income and responsible for all expenses attributable to the Property for the period beginning at 12:01 a.m. (Central Time Zone (U.S.A.)) on the date of Closing, except as set forth herein. If any statement for Taxes have for the calendar year of the date of Closing is not been finally assessed available as of the date of Closing for the current fiscal year of the taxing authorityClosing, then the same shall be adjusted at Closing based upon the most recently issued bills statement therefor, and shall be re-adjusted when and if final bills are issued. If any Utility Charges or Operating Expenses or CAM Charges cannot conclusively be determined as of the date of Closing, then the same shall be adjusted at Closing based upon the most recently issued bills thus far, and readjusted within 120 days after the end of the calendar year in which the Closing occurs or as soon thereafter as final adjustment figures are available. Buyer hereby agrees to assume all non-delinquent assessments affecting the Property, whether special or general, subject to proration on a per diem basis as of the Closing Datedate of Closing. If Seller is presently currently prosecuting tax abatement appeal proceedings, Seller shall not settle, compromise, withdraw or terminate any real estate tax appeal or proceeding affecting the Property other than any relating solely to periods including the tax assessment year of January 2, 2012 for taxes payable in 2013 and prior (the “Prior Tax Year Appeals”). Notwithstanding the foregoing to the contrary, if Seller’s actions with respect to any Prior Tax Year Appeals are reasonably likely to affect the tax assessment year of January 2, 2013 for taxes payable in 2014 (the “2014 Tax Year”) or any future tax year, then Seller shall obtain Buyer’s prior written consent to such actions, not to be unreasonably withheld, conditioned or delayed. As to any tax appeal relating to the 2014 Tax Year or any future tax year, Buyer shall have the sole right from and after Closing to control the progress of, to settle or compromise and to otherwise make all decisions with respect to, any such appeal. After the Closing, Seller shall be entitled to continue to be authorized to prosecute such proceedingsPrior Tax Year Appeals, and shall be entitled to its pro rata share of any such abatement appeal proceeds. Buyer agrees after the Closing, to the extent reasonably necessary for Seller to continue to prosecute such proceedings, to reasonably cooperate with Seller, to pay its pro rata share of any costs attributable to such proceedings Seller and also agrees to promptly endorse or pay over to Seller any abatement refund amounts for such years related to Prior Tax Year Appeals received by Buyer, less applicable costs and expenses incurred by BuyerBuyer in cooperating with Seller. To the extent that such refunds are paid to Seller and are due to tenants, Seller does hereby covenant and agree that it shall, shall upon receipt thereofof such refund amounts, reimburse tenants for their applicable share of such refunds. Notwithstanding anything to the contrary contained herein, all reimbursable expenses shall be reconciled at Closing, such that if Seller has collected sums in excess of its reimbursable expenses under the Leases, Seller shall pay such excess to Buyer. In the event that such reconciliation shows that Seller has collected less than its incurred reimbursable expenses under the Leases, Buyer shall remit the shortfall to Seller, when and to the extent actually collected from tenants (with such collections applied first to amounts due with respect to the month in which Closing occurs, and then to any amounts due Buyer with respect to the period of time following the Closing, and then to Seller with respect to any amounts due to Seller with respect to the period of time prior to the Closing) not later than the expiration of one hundred twenty (120) days after the calendar year in which the Closing occurs with respect to the budgeting of such expenses under the Leases.