Common use of Real Estate Taxes and Special Assessments Clause in Contracts

Real Estate Taxes and Special Assessments. Tenant shall pay to the taxing authorities, before interest or penalty attaches thereto, all real estate taxes and special assessments with respect to the Leased Premises which are due and payable during the term of this Lease commencing with 1\365ths of those real estate taxes and installments of special assessments due and payable in 2000 for each day in the calendar year following the commencement date of this Lease as set forth in paragraph 3 "Term of Lease" and concluding with 1\365ths of said taxes and assessments due and payable in the calendar year in which this lease terminates for each day in said calendar year prior to the termination of this Lease. Nothing set forth herein shall require Tenant to pay any installments of special assessments levied prior to termination of this Lease, but due and payable after said year of termination. Tenant shall have the right to contest or review by legal and other proceedings, or in such other manner as Tenant may deem suitable any assessed valuation, real estate tax or assessment. Landlord shall, if so requested by Tenant, join in any proceedings, but Landlord shall not be liable for any expenses, including attorney's fees, in connection therewith. Tenant shall indemnify and save Landlord harmless from any such expenses, including any cost of expense sustained by Landlord in connection therewith. Any amount already paid by Tenant and subsequently recovered as a result of such contest or review shall be for the account of Tenant. Landlord agrees that Landlord shall obtain the separate assessment, for real estate tax purposes, of the Leased Premises and represents and warrants to Tenant that the Leased Premises shall be covered by a real estate tax parcel which shall not include lands or improvements other than those which are contained within the Leased Premises. In the event the provisions of any mortgage now or hereafter placed on the Leased Premises by Landlord shall require that the mortgagor make monthly payments to such holder for the purpose of paying real estate taxes and installments of assessments, then Tenant shall make corresponding monthly payments to Landlord for such items.

Real Estate Taxes and Special Assessments. Tenant shall pay to the taxing authorities, before interest or penalty attaches thereto, all The general real estate taxes (excluding special assessments) for the year of closing, regardless of when payable, shall be prorated to date of closing, based on the most recent mill rate or tax rate times the most recent assessed value, with Seller being responsible for the day of the closing. If the Property is a part of a larger tax parcel, then the general taxes for the year of closing will be reasonably apportioned between the Property and special assessments the remainder of the property included within such tax parcel, with respect the amount apportioned to the Leased Premises which are Property then to be prorated as contemplated in this Section (and, in such a circumstance, the parties agree that an agreement or escrow may be necessary to ensure that the taxes due by Seller for the year of closing and payable during relating to the term property retained by Seller will be paid in full and may not become a lien against the Property). Taxes for all years prior to the year of this Lease commencing with 1\365ths closing, regardless of those real estate taxes and installments of special assessments due and payable in 2000 for each day in when payable, shall be paid by Seller on or before closing. Notwithstanding the calendar year following foregoing, if the commencement date of this Lease as set forth in paragraph 3 "Term of Lease" and concluding with 1\365ths of said actual taxes and assessments due for the year of the closing are materially different than the amount used for the proration at closing, Seller hereby agrees to pay/reimburse Buyer for any deficiency between the amount paid/credited at closing and payable in the calendar year in Seller’s pro rata portion of the actual taxes and assessments, which this lease terminates payment shall be made within ten (10) days following a written notice from Buyer to Seller along with a copy of the invoice for each day in said calendar year prior such actual taxes and assessments. Buyer shall be responsible for and will assume at closing, as the consideration to Seller for the termination sale of this Lease. Nothing set forth herein shall require Tenant to pay any installments the Property, the outstanding balance of the existing special assessments levied prior to termination of associated with the Property. The provisions contained in this Lease, but due and payable after said year of termination. Tenant Section 7 shall have survive the right to contest or review by legal and other proceedings, or in such other manner as Tenant may deem suitable any assessed valuation, real estate tax or assessment. Landlord shall, if so requested by Tenant, join in any proceedings, but Landlord shall not be liable for any expenses, including attorney's fees, in connection therewith. Tenant shall indemnify and save Landlord harmless from any such expenses, including any cost of expense sustained by Landlord in connection therewith. Any amount already paid by Tenant and subsequently recovered as a result of such contest or review shall be for the account of Tenant. Landlord agrees that Landlord shall obtain the separate assessment, for real estate tax purposes, of the Leased Premises and represents and warrants to Tenant that the Leased Premises shall be covered by a real estate tax parcel which shall not include lands or improvements other than those which are contained within the Leased Premises. In the event the provisions of any mortgage now or hereafter placed on the Leased Premises by Landlord shall require that the mortgagor make monthly payments to such holder for the purpose of paying real estate taxes and installments of assessments, then Tenant shall make corresponding monthly payments to Landlord for such itemsclosing.

Real Estate Taxes and Special Assessments. Tenant shall pay to the taxing authorities, before interest or penalty attaches thereto, all General real estate taxes and special assessments with respect paid by the tenants under the Leases shall not be prorated. Subject to the Leased Premises preceding sentence, general real estate taxes and assessments payable during the tax year in which Closing occurs will be prorated at the Closing on an accrual basis on the basis of the taxes and assessments that accrue and are due and payable during the term tax year in which the Closing occurs as follows: (i) Seller shall be responsible for that portion of this Lease commencing with 1\365ths of those real estate such taxes and installments assessments equal to (A) the total of special assessments such taxes due and payable in 2000 for each day in during the calendar year following the commencement date of this Lease as set forth in paragraph 3 "Term of Lease" and concluding with 1\365ths of said taxes and assessments due and payable in the calendar tax year in which this lease terminates for each day the Closing occurs, multiplied by (B) a fraction, the numerator of which shall be the number of days in said calendar such tax year prior to the termination Closing Date, and the denominator of this Lease. Nothing set forth herein which shall require Tenant be 365; and (ii) Buyer shall be responsible for that portion of such taxes and assessments equal to pay any installments (A) the total of special assessments levied prior to termination of this Lease, but such taxes due and payable after said during the tax year in which the Closing occurs, multiplied by (B) a fraction, the numerator of terminationwhich shall be the number of days in such tax year subsequent to and including the Closing Date, and the denominator of which shall be 365. Tenant Notwithstanding anything to the contrary herein, Seller shall be entitled to any and all tax refunds relating to the period before the Closing Date, regardless of when the refunds are received, except if and to the extent that such refunds are payable to tenants of the Property at the time such refunds are received under the terms of their respective Leases, in which case the refundable portion of the amount received shall be paid to such tenants. Buyer shall pay any such refund received by Buyer to Seller, less amounts paid to tenants as described above, within five (5) Business Days of receipt by Buyer or its successors-in-interest. Seller shall have the right sole authority to contest prosecute any tax protest, challenge or review appeal for a tax year ending prior to the Closing Date and Buyer shall reasonably cooperate (with Seller paying any out-of-pocket costs incurred by legal and other proceedings, or Buyer in such other manner as Tenant may deem suitable any assessed valuation, real estate tax or assessment. Landlord shall, if so requested by Tenant, join doing so) in any proceedings, but Landlord shall not be liable for any expenses, including attorney's fees, in connection therewith. Tenant shall indemnify and save Landlord harmless from the prosecution of any such expensesprotest, including any cost of expense sustained by Landlord in connection therewith. Any amount already paid by Tenant and subsequently recovered as a result of such contest challenge or review shall be for the account of Tenant. Landlord agrees that Landlord shall obtain the separate assessment, for real estate tax purposes, of the Leased Premises and represents and warrants to Tenant that the Leased Premises shall be covered by a real estate tax parcel which shall not include lands or improvements other than those which are contained within the Leased Premises. In the event the provisions of any mortgage now or hereafter placed on the Leased Premises by Landlord shall require that the mortgagor make monthly payments to such holder for the purpose of paying real estate taxes and installments of assessments, then Tenant shall make corresponding monthly payments to Landlord for such itemsappeal.

Real Estate Taxes and Special Assessments. Landlord shall notify, authorize and direct the taxing authority and collector to send to Tenant all tax bills and assessments, or Landlord shall timely forward to Tenant all such tax bills and assessments on the Premises. Tenant covenants and agrees to pay or have paid, beginning on the date following the date on which complete possession of the Premises has been delivered to Tenant and thereafter throughout the term of this Lease, before any fine, penalty or costs are added thereto for non-payment thereof, all levies, real estate taxes, ad valorem taxes, water and sewerage charges and similar charges and to make all payments on account of special or general assessments against the Premises for local improvements as hereinafter provided (all of which are referred to in this Lease as “Taxes” or “Tax”) which are levied or assessed against the Premises and the improvements thereon, or any part thereof, and which may become payable during the term as aforesaid, whether such Taxes are ordinary or extraordinary, when they shall respectively become due and payable, to the taxing authorities, before interest or penalty attaches thereto, end that the Landlord shall receive the cash rent herein specified free and clear of all real estate taxes Taxes which accrue and special assessments with respect to the Leased Premises which are due and become payable during the term of this Lease commencing with 1\365ths and any extension thereof. Such Taxes for the year in which the Lease ends shall be prorated between Landlord and Tenant as of those the ending date; provided, however, that the Tenant shall not be chargeable with, nor obligated to pay, any income, inheritance, devolution, gift, franchise, corporate, capital levy or estate tax which may be at any time levied or assessed against or become a lien upon the Premises or the rents payable hereunder, but Landlord at its own cost and expense covenants and warrants to discharge same so as to keep the Premises free of the liens of same. Upon Landlord’s failure to do so, Tenant may pay the same and deduct the total thereof from the rent payments until Tenant shall be fully reimbursed for monies so advanced, it being the intent hereof that Tenant shall be liable for the payment of such Taxes as are commonly known as real estate taxes or assessments, and as are assessed in respect of the real estate as such. If there are any Taxes assessed against the Premises and payment thereof is permitted or provided to be made in installments over a period of special assessments due years, Tenant shall be obligated to pay only those installments which are required to be paid during its tenancy, but Tenant shall not be obligated to pay and payable in 2000 for each day in the calendar year following Landlord shall cause to be paid any installment of such Taxes, which at the commencement date of this Lease term shall be in arrears. All Taxes for the respective tax fiscal years in which the term of this Lease shall commence and terminate, and whether or not the same have become liens upon the Premises, shall be apportioned as set forth in paragraph 3 "Term of Lease" the commencement of this Lease and concluding with 1\365ths as of the date of termination hereof, respectively, so that Tenant shall pay for only those portions of said taxes respective fiscal tax years as are encompassed within the term of this Lease and any extensions thereof. Written evidence of the payment of said Taxes and special assessments due and payable shall be furnished by the Tenant to the Landlord upon Landlord’s written request therefor. If the Tenant, in good faith, shall desire to contest the validity or amount of any Tax herein agreed to be paid by it, it shall not be required to pay, discharge or remove such Tax so long as it shall, in good faith, at its own expense, contest the same or the validity thereof by appropriate proceedings, in the calendar year name of the Landlord, if necessary. So long as Tenant shall continue to contest such Tax, any lien imposed on the property for failure to pay such Tax shall not be deemed a breach of the covenant against liens. Landlord shall cooperate in which all respects with Tenant in contesting any such Tax or lien, provided however that Landlord shall incur no cost or expense in connection with same and Tenant shall indemnify and hold harmless the Landlord from and against all losses, claims, suits, liens, judgments, costs and expenses (including reasonable attorney’s fees and costs) that may at any time be incurred by, imposed upon, or asserted against Landlord arising out of the contest of any such tax lien. Anything contained in this lease terminates for each day paragraph notwithstanding, Tenant shall pay and discharge any such contested tax promptly, (a) upon final resolution of any such contest or appeal and in said calendar year all cases prior to the termination same being reduced to judgment by the taxing authority, or (b) in the event that the nonpayment of this Leasesuch taxes subjects the property to forfeiture, or (c) causes proceedings for collection or sale of the property to be instituted, or (d) causes a lien to be placed on or threatened to be placed on the assets of Landlord, or (e) causes criminal proceedings to be instituted or (f) results in a default being declared by Landlord’s mortgagee. Nothing set forth herein The Landlord further covenants and agrees that if there shall require be any refunds or rebates on account of any Tax paid by the Tenant to pay any installments of special assessments levied prior to termination under the provisions of this Lease, but due and payable after said year of termination. Tenant such refund or rebate shall have belong to the right to contest or review by legal and other proceedings, or in such other manner as Tenant may deem suitable any assessed valuation, real estate tax or assessment. Landlord shall, if so requested by Tenant, join in and the Landlord will, upon request of Tenant, sign any proceedings, but Landlord shall not receipts which may be liable for any expenses, including attorney's fees, in connection therewith. Tenant shall indemnify and save Landlord harmless from necessary to secure the payment of any such expensesrefunds or rebate, including any cost of expense sustained by Landlord in connection therewith. Any amount already paid by Tenant and subsequently recovered as a result of such contest or review shall be for the account of Tenant. Landlord agrees that Landlord shall obtain the separate assessment, for real estate tax purposes, of the Leased Premises and represents and warrants will pay over to Tenant that such refund or rebate received by the Leased Premises shall be covered by a real estate tax parcel which shall not include lands or improvements other than those which are contained within the Leased Premises. In the event the provisions of any mortgage now or hereafter placed on the Leased Premises by Landlord shall require that the mortgagor make monthly payments to such holder for the purpose of paying real estate taxes and installments of assessments, then Tenant shall make corresponding monthly payments to Landlord for such itemsLandlord.

Real Estate Taxes and Special Assessments. Tenant shall pay to the taxing authorities, before interest or penalty attaches thereto, all real Real estate taxes and special installments of assessments with respect to the Leased Premises which are imposed by governmental authority (and any assessments imposed by private covenant) due and payable during in the term calendar year of this Lease commencing with 1\365ths Closing shall be prorated as of those the Closing Date on a cash basis based upon the most recent tax bills or assessment. To determine the tax proration, the total amount of real estate taxes and installments of special assessments for the Subject Property that were or will become due and payable in 2000 during the year of closing will be divided by 365, with the quotient referred to herein as the “Daily Tax Amount.” Partnership or the relevant Subsidiary shall be responsible for each day the amount calculated by multiplying the Daily Tax Amount by the number of days in the calendar year following up to (but not including) the commencement date Closing Date (“Partnership’s Tax Portion”). Purchaser shall be responsible for the amount calculated by multiplying the Daily Tax Amount by the number of this Lease days in the calendar year from and after the Closing Date. In the event Partnership or the relevant Subsidiary has paid real estate taxes and assessments during the year of closing in excess of the Partnership’s Tax Portion, Purchaser shall provide a credit to Partnership at Closing in the amount of such excess. In the event Partnership or the relevant Subsidiary has paid real estate taxes and assessments during the year of Closing in an amount less than the Partnership’s Tax Portion, then Partnership or the relevant Subsidiary shall provide a credit to Purchaser at Closing for the amount of such shortfall. Partnership or the relevant Subsidiary shall receive a credit for any taxes and assessments paid by Partnership or the relevant Subsidiary and applicable to any period after the Closing. Purchaser shall be responsible for any real estate taxes due and payable after the Closing Date. Purchaser shall receive a credit for any taxes or assessments due and payable and unpaid with respect to the period prior to the Closing (unless such amounts due are paid through the Closing). In the event Partnership or the Subsidiaries have collected from any Tenants as set forth in paragraph 3 "Term of Lease" Operating Expense Pass-Throughs (as defined below) any amounts specifically allocable and concluding with 1\365ths of said held by Partnership and/or the relevant Subsidiary under the Leases to be paid for real estate taxes and assessments due and payable in the calendar year 2008 or thereafter (herein “Precollected Taxes”), Partnership shall provide such Pre-Collected Taxes to Purchaser pursuant to the Operating Expense Pass-Through proration as set forth in subsection (g) below. If, for the fiscal tax year in which this lease terminates for each day in said calendar year the Closing is held, or any prior year, there are any tax protests filed, or abatement application proceedings pending at any time prior to the termination of this Lease. Nothing set forth herein shall require Tenant Closing with reference to pay any installments of special assessments levied prior to termination of this Leasethe Property, but due and payable after said year of termination. Tenant Partnership or the relevant Subsidiary shall have the right to contest settle such protests or review by legal and other proceedings, or in proceedings as long as such other manner settlement does not include any agreement as Tenant may deem suitable any assessed valuation, to the valuation of the Property for real estate tax or assessmentpurposes for the period after the Closing. Landlord shall, if so requested by Tenant, join in any proceedings, but Landlord shall not be liable for any expenses, including attorney's fees, in connection therewith. Tenant shall indemnify and save Landlord harmless from any such expenses, including any cost of expense sustained by Landlord in connection therewith. Any amount already paid by Tenant and subsequently All amounts recovered as a result thereof, whether by settlement or otherwise, shall, net of attorneys’ fees and other expenses, be apportioned as of the Closing for the fiscal tax year in which the Closing is held, and paid, when received, to the parties entitled thereto; provided, however, that to the extent any such contest or review amounts are payable to Tenants pursuant to the terms of the Leases, such amounts shall be promptly paid over to such Tenants. The parties agree to execute any papers or take such steps, either before or after any Closing, as may be necessary to carry out the intention of the foregoing. Notwithstanding the foregoing (i) to the extent that Tenant(s) under any Leases for the account of Tenant. Landlord agrees that Landlord shall obtain Project(s) are required under the separate assessment, for relevant Lease(s) to pay real estate tax purposestaxes directly to the taxing authorities, of the Leased Premises and represents and warrants to Tenant that the Leased Premises then there shall be covered by a real estate no tax parcel which shall not include lands or improvements other than those which are contained within the Leased Premises. In the event the provisions of any mortgage now or hereafter placed on the Leased Premises by Landlord shall require that the mortgagor make monthly payments proration with respect to such holder for Project(s), and (ii) with respect to the purpose of paying Crystal Park Project, real estate taxes and installments assessments imposed by any governmental authority accrued for the calendar year 2007 (in other words, 2007 taxes due and payable in January 2008) shall be prorated as of assessments, then Tenant shall make corresponding monthly payments to Landlord for such itemsthe Closing Date based upon the most recent tax bills or assessment and based upon the number of days that Purchaser will own the Crystal Park Project in 2007.

Real Estate Taxes and Special Assessments. Tenant shall pay to the taxing authorities, before interest or penalty attaches thereto, all real estate taxes and special assessments with respect to the Leased Premises which are due and payable during the term of this Lease commencing with 1\365ths of those real estate taxes and installments of special assessments due and payable in 2000 1999 for each day in the calendar year following the commencement date of this Lease as set forth in paragraph 3 "Term of Lease" and concluding with 1\365ths of said taxes and assessments due and payable in the calendar year in which this lease terminates for each day in said calendar year prior to the termination of this Lease. Nothing set forth herein shall require Tenant to pay any installments of special assessments levied prior to termination of this Lease, but due and payable after said year of termination. Tenant shall have the right to contest or review by legal and other proceedings, or in such other manner as Tenant may deem suitable any assessed valuation, real estate tax or assessment. Landlord shall, if so requested by Tenant, join in any proceedings, but Landlord shall not be liable for any expenses, including attorney's fees, in connection therewith. Tenant shall indemnify and save Landlord harmless from any such expenses, proceedings (including any cost of expense sustained by Landlord in connection therewith) shall be borne by Tenant. Any amount already paid by Tenant and subsequently recovered as a result of such contest or review shall be for the account of Tenant. Landlord agrees that Landlord shall obtain the separate assessment, for real estate tax purposes, of the Leased Premises and represents and warrants to Tenant that the Leased Premises shall be covered by a real estate tax parcel which shall not include lands or improvements other than those which are contained within the Leased Premises. In the event the provisions of any mortgage now or hereafter placed on the Leased Premises by Landlord shall require that the mortgagor Mortgagor make monthly payments to such holder for the purpose of paying real estate taxes and installments of assessments, then Tenant shall make corresponding monthly payments to Landlord for such items.

Real Estate Taxes and Special Assessments. In addition to the real estate taxes paid by Tenant pursuant to paragraph 10(c) (which shall include the real estate taxes on the Tenant Improvements and other improvements made by Tenant), above, a share of all other real estate taxes and special assess- ments levied or assessed by lawful authority against the Complex during the term of this Lease shall be timely paid by Tenant as provided herein. Tenant shall pay such share of the real estate taxes and special assessments for the Complex calculated by multiplying the total real estate taxes and special assessments for the Complex (less the amounts paid by Tenant pursuant to paragraph 10(c), above and less the amounts of real estate taxes allocated by Landlord to tenant improvements made by other tenants in the portions of the Complex which are demised exclusively to such other tenants) times a fraction, the numerator of which is the size of the Premises in square feet, and the denominator of which is the total size in square feet (measured on the same basis as used to calculate the numerator) of all completed rental space in the office/warehouse building or buildings which are a part of the Complex. (A sample calculation of the real estate tax allocation is set forth on Exhibit "C".) The Landlord shall elect the ten (10) year declining tax abatement schedule as permitted by the City of Des Moines. The prorata share of real estate taxes to be paid by Tenant during the term of this Lease shall reflect a prorata share of said tax abatement as though the tax abatement were level (rather than there being a greater abatement in the earlier years), so that the benefit of such tax abatement on a present value basis shall be allocated evenly to the taxing authoritiesfull ten (10) year period of said abatement. Therefore, before interest if Tenant leases the Premises only for the initial five (5) year term hereof, it shall be entitled to a prorated share of one-half (1/2) of the total tax abatement, or penalty attaches theretoif Tenant leases the Premises for the initial five (5) year term hereof and for the five (5) year Option Period, Tenant shall be entitled to a prorated share of all of the tax abatement. Tenant shall pay on the first day of each month during the term hereof, a sum equal to Tenant's obligation for all real estate taxes and special assessments with respect under the terms hereof next due (as estimated in good faith by Landlord) divided by the number of months to elapse before one month prior to the Leased Premises date on which are such real estate taxes and special assessments will become due and payable to the authority assessing the same. Such amounts shall be held by Landlord and paid to the taxing authority when due. No interest shall accrue to the benefit of Tenant on such funds and such funds may be commingled with other funds of Landlord. Tenant acknowledges that at the end of the term of this Lease, it will owe to Landlord, Tenant's share of the real estate taxes which come due following the end of the term of this Lease, as indicated on said Exhibit "C". For purposes of this paragraph and paragraph 10(e), above, the special assessments which become due and payable during the term of this Lease commencing (and with 1\365ths of respect to which Tenant is to pay a prorated share), shall be deemed to be only those real estate taxes and installments of any such special assessments which come due and payable in 2000 for each day in during the calendar year following the commencement date of this Lease as set forth in paragraph 3 "Term of Lease" and concluding with 1\365ths of said taxes and assessments due and payable in the calendar year in which this lease terminates for each day in said calendar year prior to the termination term of this Lease. Nothing set forth herein shall require Tenant to pay any installments of special assessments levied prior to termination of this Lease, but due and payable after said year of termination. Tenant shall have the right to contest or review by legal and other proceedings, or in such other manner as Tenant may deem suitable any assessed valuation, real estate tax or assessment. Landlord shall, if so requested by Tenant, join in any proceedings, but Landlord shall not be liable for any expenses, including attorney's fees, in connection therewith. Tenant shall indemnify and save Landlord harmless from any such expenses, including any cost of expense sustained by Landlord in connection therewith. Any amount already paid by Tenant and subsequently recovered as a result of such contest or review shall be for the account of Tenant. Landlord agrees that Landlord shall obtain the separate assessment, for real estate tax purposes, of the Leased Premises and represents and warrants to Tenant that the Leased Premises shall be covered by a real estate tax parcel which shall not include lands or improvements other than those which are contained within the Leased Premises. In the event the provisions of any mortgage now or hereafter placed on the Leased Premises by Landlord shall require that the mortgagor make monthly payments to such holder for the purpose of paying real estate taxes and installments of assessments, then Tenant shall make corresponding monthly payments to Landlord for such items.

Real Estate Taxes and Special Assessments. Tenant shall pay to To the taxing authoritiesextent not paid or otherwise payable by the tenant(s) of the Property, before interest or penalty attaches thereto, all general real estate taxes, bonds and assessments that have accrued during the tax year in which Closing occurs will be prorated at the Closing (without regard to when they are or become due and payable; it being understood that Seller shall be solely responsible (and Buyer shall receive a credit against the Purchase Price) for any such taxes and special or assessments with respect to that have accrued as of the Leased Premises which are Closing but do not become due and payable until after the Closing). Specifically, (i) Seller shall be responsible for that portion of such taxes, bonds and assessments equal to (A) the total such taxes which have accrued during the term of this Lease commencing with 1\365ths of those real estate taxes and installments of special assessments due and payable in 2000 for each day in the calendar year following the commencement date of this Lease as set forth in paragraph 3 "Term of Lease" and concluding with 1\365ths of said taxes and assessments due and payable in the calendar tax year in which this lease terminates for each day the Closing occurs, multiplied by (B) a fraction, the numerator of which shall be the number of days in said calendar such tax year prior to the termination Closing Date, and the denominator of this which shall be 366; and (ii) Buyer shall be responsible for that portion of such taxes, bonds and assessments equal to (A) the total such taxes accruing during the tax year in which the Closing occurs, multiplied by (B) a fraction, the numerator of which shall be the number of days in such tax year subsequent to and including the Closing Date, and the denominator of which shall be 366. Notwithstanding anything to the contrary herein, Seller shall be entitled to any and all tax refunds relating to the period before the Closing Date, regardless of when the refunds are received, except if and to the extent that such refunds are payable to the tenant of the Property at the time such refunds are received under the terms of the Lease, in which case the refundable portion of the amount received shall be paid to such tenant less any costs incurred in collecting such amounts. Nothing set forth herein Buyer shall require Tenant to pay any installments such refund relating to the period before the Closing Date received by Buyer to Seller, less amounts paid to the tenant as described above, within thirty (30) days of special assessments levied prior to termination of this Lease, but due and payable after said year of terminationreceipt by Buyer or its successors-in-interest. Tenant Seller shall have the right sole authority to contest prosecute any tax protest, challenge or review by legal appeal for a tax year ending prior to the Closing Date and other proceedingsBuyer shall cooperate in the prosecution of any such protest, challenge or in such other manner as Tenant may deem suitable any assessed valuation, appeal at no cost or expense to Buyer. If the amount of general real estate taxes for the tax or assessment. Landlord shall, if so requested by Tenant, join year in any proceedings, but Landlord shall which the Closing occurs cannot be liable determined on the Closing Date, an amount equal to one hundred five percent (105%) of Seller’s proportionate share of the taxes for any expenses, including attorney's fees, the tax year in connection therewith. Tenant shall indemnify and save Landlord harmless from any such expenses, including any cost of expense sustained by Landlord in connection therewith. Any amount already paid by Tenant and subsequently recovered as a result which the Closing occurs based upon the most current estimate of such contest or review taxes, assuming for estimating purposes that the Property shall be fully assessed, shall be debited from Seller’s closing statement at Closing. Such deposit shall be held in escrow and all interest earnings on such deposit shall be paid to Seller. The Title Company shall retain such deposit to pay Seller’s share of the actual general real estate taxes payable for the account of Tenant. Landlord agrees that Landlord shall obtain tax year in which the separate assessment, for real estate tax purposes, of the Leased Premises and represents and warrants to Tenant that the Leased Premises shall be covered by a real estate tax parcel which shall not include lands or improvements other than those which are contained within the Leased Premises. In the event Closing occurs in accordance with the provisions of this Section 7(g), and shall pay any mortgage now excess over to Seller on or hereafter placed on before the Leased Premises by Landlord Reconciliation Date. Seller or Buyer, as applicable, shall require that the mortgagor make monthly payments to pay any deficiency of such holder for the purpose of paying party’s pro rata share, when such general real estate taxes and installments of assessments, then Tenant shall make corresponding monthly payments to Landlord for such itemsare known.

Real Estate Taxes and Special Assessments. Tenant shall pay to the taxing authorities, before interest or penalty attaches thereto, all General real estate taxes shall be prorated as of Closing, with taxes assessed for the Closing Date, and special for subsequent assessments with respect for periods preceding Closing due to a change in land usage or ownership, to be paid by Purchaser. If tax bills have been issued and the Leased Premises which are due and payable during the term actual amount of this Lease commencing with 1\365ths of those general real estate taxes and installments of special assessments due and payable in 2000 for each day in the calendar year following the commencement date of this Lease as set forth in paragraph 3 "Term of Lease" and concluding with 1\365ths of said taxes and assessments due and payable in the calendar year in which this lease terminates for each day in said calendar year prior Closing occurs can be precisely determined as of the Closing Date, Purchaser shall receive as a credit against the Consideration, an amount equal to the termination Seller’s prorated portion of this Lease. Nothing set forth herein shall require Tenant to pay any installments of special assessments levied prior to termination of this Lease, but due and payable after said year of termination. Tenant shall have the right to contest or review by legal and other proceedings, or in such other manner as Tenant may deem suitable any assessed valuation, real estate tax or assessmentamount. Landlord shall, if so requested by Tenant, join in any proceedingsIf tax bills have not been issued, but Landlord the tax rate for the calendar year in which the Closing occurs ("Closing Year Tax Rate") has been established, Purchaser shall not be liable for any expenses, including attorney's fees, in connection therewith. Tenant shall indemnify and save Landlord harmless from any such expenses, including any cost of expense sustained by Landlord in connection therewith. Any amount already paid by Tenant and subsequently recovered receive as a result credit against the Consideration, an amount equal to Seller’s prorated portion of the product of the Closing Year Tax Rate multiplied by a value to be mutually agreed upon by Seller and Purchaser. If neither the actual taxes nor the Closing Year Tax Rate have been established as of the Closing Date, then such contest or review calculation shall be accomplished by multiplying the sum of a value to be mutually agreed upon by Seller and Purchaser by the most recent tax rate available, the prorated portion of which sum shall be credited to Purchaser against the Consideration. Purchaser shall notify Seller in writing promptly after the tax bills for the account year of Tenant. Landlord agrees that Landlord shall obtain closing are available and the separate assessment, for real estate tax purposes, of the Leased Premises and represents and warrants to Tenant that the Leased Premises shall be covered by a real estate tax parcel which shall not include lands or improvements other than those which are contained within the Leased Premises. In the event the provisions of any mortgage now or hereafter placed on the Leased Premises by Landlord shall require that the mortgagor make monthly payments to such holder for the purpose of paying actual general real estate taxes for the year of Closing will be reprorated and installments the parties agree to make adjustment between them if the reproration results in any difference in the amount credited to either party at Closing. The party owing money to the other party shall promptly pay such money to the other party, together with interest thereon at the lesser of assessmentstwo percent (2%) over the "prime rate" (as announced from time to time in the Wall Street Journal) per annum or the maximum rate allowed by law, then Tenant shall make corresponding monthly payments to Landlord for from the date the deficiency is determined and each party is notified if payment is not made within twenty (20) days after delivery of such itemsnotification.

Real Estate Taxes and Special Assessments. Tenant Seller shall pay be responsible for payment to the taxing authorities, before interest or penalty attaches thereto, collecting authorities of all real estate taxes and special assessments with respect to the Leased Premises which are due and payable during the term of this Lease commencing with 1\365ths of those real estate taxes and installments of special assessments and other assessments of any kind or nature whatsoever ("Taxes") which have been assessed against the Real Property and which are due and payable in 2000 as of the date (the "Proration Date") immediately preceding the Closing Date, and Purchaser shall be responsible for each day in payment to the calendar year following the commencement date collecting authorities of this Lease as set forth in paragraph 3 "Term of Lease" all Taxes which have been or will be assessed and concluding with 1\365ths of said taxes and assessments which become due and payable on and after the Closing Date, subject to proration as provided herein. With respect to Taxes which have been assessed against the Real Property but which are not due and payable as of the day prior to the Closing Date, such Taxes shall be prorated as of the day prior to the Closing Date on the basis of the most recent ascertainable Taxes, with Seller providing Purchaser a credit at Closing for such prorated amount; provided, however, there shall be no proration of Taxes to the extent that Taxes are or will be payable by Tenants under Leases, and provided further that Seller provides Purchaser a credit at closing in an amount equal to the calendar monthly amounts which Seller has received from Tenants under the Leases for Taxes which have been assessed against the Real Property but which are not due and payable. If the real property tax assessment for the fiscal year in which this lease terminates for each day in said calendar year prior the Closing occurs has not been issued as of the Closing Date, real property taxes shall be prorated based on the most recent assessed value of the Property, multiplied by the current tax rate, and such tax proration shall be subject to the termination adjustment pursuant to subparagraph (m) of this Lease. Nothing set forth herein shall require Tenant to pay any installments of special assessments levied prior to termination of this Lease, but due and payable after said year of termination. Tenant shall have the right to contest or review by legal and other proceedings, or in such other manner as Tenant may deem suitable any assessed valuation, real estate tax or assessment. Landlord shall, if so requested by Tenant, join in any proceedings, but Landlord shall not be liable for any expenses, including attorney's fees, in connection therewith. Tenant shall indemnify and save Landlord harmless from any such expenses, including any cost of expense sustained by Landlord in connection therewith. Any amount already paid by Tenant and subsequently recovered as a result of such contest or review shall be for the account of Tenant. Landlord agrees that Landlord shall obtain the separate assessment, for real estate tax purposes, of the Leased Premises and represents and warrants to Tenant that the Leased Premises shall be covered by a real estate tax parcel which shall not include lands or improvements other than those which are contained within the Leased Premises. In the event the provisions of any mortgage now or hereafter placed on the Leased Premises by Landlord shall require that the mortgagor make monthly payments to such holder for the purpose of paying real estate taxes and installments of assessments, then Tenant shall make corresponding monthly payments to Landlord for such itemsSection 11.