ASSOCIATED WITH THE ASSIGNMENT OF ALL
TRANSFERABLE WARRANTIES, ONE-HALF OF ANY ESCROW AGENT'S FEE WHICH MAY BE CHARGED
BY THE ESCROW AGENT OR TITLE COMPANY AND THE FEES OF ANY COUNSEL REPRESENTING IT
IN CONNECTION WITH THIS TRANSACTION. SELLER SHALL PAY ALL TITLE EXAMINATION FEES
OF TITLE COMPANY AND FOR THE COST OF THE PREMIUM FOR THE STANDARD COVERAGE
PORTION OF THE COVERAGE OWNER'S POLICY OF TITLE INSURANCE TO BE ISSUED TO
PURCHASER BY THE TITLE COMPANY AT CLOSING (THE "TITLE POLICY"), WITHOUT
ENDORSEMENTS AND THE COSTS OF THE SURVEY. PURCHASER SHALL PAY (U) THE FEES OF
ANY COUNSEL REPRESENTING PURCHASER IN CONNECTION WITH THIS TRANSACTION; (V) THE
PREMIUM FOR ANY ENDORSEMENTS REQUESTED BY PURCHASER TO THE TITLE POLICY;
(W) ONE-HALF OF ANY ESCROW AGENT'S FEE; AND (X) THE COSTS OF THE SURVEY. IN
CONNECTION WITH THE TRANSFER OF THE SHARES, PURCHASER SHALL BE RESPONSIBLE FOR
PAYING CITY OF CHICAGO TRANSFER TAXES, IF ANY, AND SELLER SHALL BE RESPONSIBLE
FOR PAYING COUNTY AND STATE TRANSFER TAXES, IF ANY. ALL OTHER COSTS AND EXPENSES
INCIDENT TO THIS TRANSACTION AND THE CLOSING THEREOF SHALL BE PAID BY THE PARTY
INCURRING THE SAME. THE PROVISIONS OF THIS SECTION 4.5 SHALL SURVIVE CLOSING.
4.5.2
POST CLOSING ADJUSTMENTS. SELLER HAS COMPLETED ITS RECONCILIATION FOR
CHARGES PAID IN CALENDAR YEAR 2005 FOR PERCENTAGE RENTS, ESCALATION CHARGES FOR
REAL ESTATE TAXES, INSURANCE, PARKING CHARGES, MARKETING FUND CHARGES, OPERATING
EXPENSES, MAINTENANCE ESCALATION RENTS OR CHARGES, COST-OF-LIVING INCREASES OR
OTHER CHARGES OF A SIMILAR NATURE ("ADDITIONAL RENTS") CHARGED TO TENANTS UNDER
THE LEASES. SELLER AGREES TO DIRECTLY REIMBURSE THE APPLICABLE TENANT
(AS
OPPOSED TO CREDIT FUTURE RENT) FOR THE AMOUNTS OF ADDITIONAL RENT CALCULATED BY
SELLER AS BEING DUE TO SUCH TENANT FOR THE CALENDAR YEAR 2005. WITH RESPECT TO
ANY ADDITIONAL RENT (INCLUDING ADDITIONAL RENT COLLECTED BY LANDLORD FOR THE
PERIOD FROM JANUARY 1, 2006 THROUGH CLOSING) WHICH IS NOT FINALLY ADJUSTED
BETWEEN THE LANDLORD AND ANY TENANT UNDER ANY LEASE UNTIL AFTER THE CLOSING
DATE, THEN PURCHASER SHALL SUBMIT TO SELLER, WITHIN THIRTY (30) DAYS AFTER THE
ADDITIONAL RENTS HAVE BEEN FINALLY ADJUSTED BETWEEN LANDLORD AND THE TENANTS, A
SUPPLEMENTAL STATEMENT COVERING ANY SUCH ADDITIONAL RENTS OR ANY OTHER ITEMS
WHICH HAVE BEEN FINALLY ADJUSTED BETWEEN THE LANDLORD AND SUCH TENANTS,
CONTAINING A CALCULATION OF THE ADJUSTMENTS OF SUCH ADDITIONAL RENTS. IN THE
EVENT SELLER OR THE LANDLORD IS OBLIGATED TO REIMBURSE A TENANT FOR ADDITIONAL
RENT FOR CALENDAR YEAR 2005 IN AN AMOUNT IN EXCESS OF THE AMOUNT PAID BY SELLER
AS DESCRIBED ABOVE OR WITH RESPECT TO ADDITIONAL RENT PAID DURING THE PERIOD
FROM JANUARY 1, 2006 THROUGH CLOSING, THEN SELLER SHALL REIMBURSE PURCHASER FOR
SUCH AMOUNT WITHIN THIRTY (30) DAYS AFTER RECEIPT OF THE SUPPLEMENTAL STATEMENT.
IF PURCHASER OR THE LANDLORD RECOVERS ANY ADDITIONAL RENT FROM ANY TENANT
ATTRIBUTABLE TO CALENDAR YEAR 2005 OR THE PERIOD FROM JANUARY 1, 2006
17
THROUGH CLOSING, THEN PURCHASER SHALL PAY SUCH AMOUNT TO SELLER WITHIN THIRTY
(30) DAYS OF COLLECTING SUCH PAYMENTS. WITH RESPECT TO EACH