Common use of Apportionments Clause in Contracts

Apportionments. Except as provided in Section 3.4, the following shall be apportioned between the Buying Parties, on one hand, and Seller, on the other hand, as of the Effective Time (on a per diem basis): (i) rents due from Seller under the Timberland Leases, Real Property Leases or Personal Property Leases; (ii) property and other non-Income Taxes and assessments in respect of the Purchased Assets and any Timberland Leases or Real Property Leases for which Seller has the obligation to pay property or other non-Income Taxes and assessments (including property or other non-Income Taxes and assessments, if any, payable in respect of the Timber LLC Assets), in each case, with respect to the Tax period in which the Effective Time occurs; (iii) revenue from the Real Property Leases, including, without limitation, hunting and other recreational lease revenue; and (iv) payments, applying to the period beginning at the Effective Time, made by Seller in respect of any Timberland Lease, Real Property Lease, Personal Property Lease or Purchased Contract (collectively, “Apportionments”). Not later than 60 days after the later of the Closing Date or the date that all the applicable Tax rates have been fixed or the value assessments have been made with respect to all of the Timberlands for the applicable Tax periods in which the Effective Time occurs, Seller and Parent shall determine the Apportionments, and the Closing Purchase Price shall be increased or decreased, as applicable, by the aggregate amount of such Apportionments. Any payment to be made pursuant to this Section 2.4 shall be made no later than three business days following the determination of the aggregate amount of the Apportionments by wire transfer of immediately available funds to a bank account designated by the payee. Seller and Parent agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 2.4. Except for the estimated adjustment set forth above, there shall not be any proration of property Taxes or other non-Income Taxes and assessments and, as between the Buying Parties and Seller, the Buying Parties agree that they shall be solely responsible for all such property Taxes and other non-Income Taxes and assessments due and payable in respect of the Purchased Assets after the Closing. If Seller and Parent cannot agree as to Apportionments, the dispute will be resolved pursuant to Section 9.5.

Apportionments. Except as provided in Section 3.42.3, the following shall be apportioned between the Buying Parties, on one hand, Purchaser and Seller, on the other hand, Seller as of the Effective Time (on a per diem basis): (i) rents due from Seller under the Timberland Leases, Real Property Leases or Personal Property Leases; (ii) real and personal property and other non-Income Taxes taxes and assessments in respect of the Purchased Assets and any Timberland Leases or Real Property Leases for which Seller has the obligation to pay property or other non-Income Taxes and assessments (including property or other non-Income Taxes and assessments, if any, payable in respect of the Timber LLC Assets), in each case, with respect to the Tax period in which the Effective Time occurs; (iiiii) revenue from the Real Property Leases, including, without limitation, including hunting and other recreational lease revenue; (iii) all annual payments/revenues under any Assumed Contract or Timberland Leases being assigned to Purchaser at Closing, which are applicable to the year in which Closing occurs, as listed on Schedule 1.7(iii) shall be prorated as of the date of Closing; and (iv) payments, applying all annual payments for mineral activities or payments received by Seller which are attributable to the period beginning at year in which Closing occurs and periods following the Effective TimeClosing Date; provided, made however, (a) no advance payments or prepayments received by Seller for any year prior to the year of Closing shall be prorated except for any payments under any Assumed Contracts and advance payments or prepayments for mineral activities or surface damage payments received by Seller attributable to periods following the Closing Date, which are identified on Schedule 1.7(iii)(a) attached hereto, and (b) Seller shall retain [****]. Seller shall assign and pay over to Purchaser all security and other deposits, if any, held by Seller under any Assumed Contracts. Subject to the limitations set forth in respect (iii) above, all other items of income and expense due under any Timberland Lease, Real Property Lease, Personal Property Lease or Purchased Contract (collectively, “Apportionments”). Not later than 60 days after the later Assumed Contracts shall be prorated between Purchaser and Seller as of the Closing Date Date. If all applicable Tax rates have not been fixed or the value assessments have not been made and finally determined for the Timberlands for the applicable Tax periods in which the Effective Time occurs or if all Apportionments are not known as of the Closing Date, then not later than [****] days after the date that all the applicable Tax rates have been fixed or the value assessments have been made and finally determined with respect to all of the Timberlands for the applicable Tax tax periods in which the Effective Time occurs, or the applicable Apportionments are known and determined, as appropriate, Seller and Parent Purchaser shall determine reapportion the ApportionmentsApportionments (Purchaser acknowledging that Seller has instituted or may, at its option, institute before the Closing protests of certain Taxes pursuant to certain Assumed Contracts, the final resolution of which protests may occur after the Closing), and the Closing Purchase Price shall be increased or decreased, as applicable, by the aggregate amount of such Apportionmentsreapportionments; provided, however, if the net aggregate amount of such reapportionments relating is [****] or less, no adjustment shall be made. Any payment adjustment to be made pursuant to this Section 2.4 1.7 shall be made no later than three business days [****] Business Days following the determination of the aggregate amount of the Apportionments by wire transfer of immediately available funds to a bank account designated by the payeeApportionments. Seller and Parent Xxxxxxxxx agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 2.4. Except for the estimated adjustment set forth above, there shall not be any proration of property Taxes or other non-Income Taxes and assessments and, as between the Buying Parties and Seller, the Buying Parties agree that they shall be solely responsible for all such property Taxes and other non-Income Taxes and assessments due and payable in respect of the Purchased Assets after the Closing1.7. If Seller and Parent Purchaser cannot agree as to Apportionments, the dispute will be resolved pursuant to Section 9.57.4. Purchaser and Seller shall work together in good faith to apportion any payments received by Seller under any agreements entered into after the Effective Date.

Apportionments. Except If any of the items subject to apportionment under Sections 7.2 cannot be apportioned at the Close of Escrow because of the unavailability of the information necessary to compute such apportionment, or if any errors or omissions in computing apportionments at the Closing are discovered subsequent to the Closing, then such item shall be reapportioned and such errors and omissions corrected as soon as practicable after the Closing Date and the proper party reimbursed, which obligation shall survive the Closing for a period of one year ending on the first anniversary of the Closing Date as hereinafter provided. Neither party hereto shall have the right to require a recomputation of a Closing apportionment or a correction of an error or omission in a Closing apportionment unless within the aforestated one year period one of the parties hereto (a) has obtained the previously unavailable information or has discovered the error or omission, and (b) has given notice thereof to the other party together with a copy of its good faith recomputation of the apportionment and copies of all substantiating information used in such recomputation. The failure of a party to obtain any previously unavailable information or discover an error or omission with respect to an item subject to apportionment hereunder and to give notice thereof as provided in Section 3.4, above within the following first anniversary of the Closing Date shall be apportioned between deemed a waiver of its right to cause a recomputation or a correction of an error or omission with respect to such item after the Buying Parties, on one hand, and Seller, on Closing Date. Notwithstanding the other hand, as of the Effective Time (on a per diem basis): (i) rents due from Seller under the Timberland Leases, Real Property Leases or Personal Property Leases; (ii) property and other non-Income Taxes and assessments in respect of the Purchased Assets and any Timberland Leases or Real Property Leases for which Seller has the obligation to pay property or other non-Income Taxes and assessments (including property or other non-Income Taxes and assessments, if any, payable in respect of the Timber LLC Assets), in each caseforegoing, with respect to Reconciliation Rents for fiscal year 2005 if Purchasers believe in good faith that Sellers owe Purchasers for the Tax period in which the Effective Time occurs; Reconciliation Rents for fiscal year 2005, then (iiii) revenue from the Real Property LeasesPurchasers shall, including, without limitation, hunting and other recreational lease revenue; and (iv) payments, applying not less than five business days prior to the period beginning at first anniversary of the Effective TimeClosing Date, made by Seller provide Sellers with a good faith estimate of the Reconciliation Rents for fiscal year 2005 with copies of all substantiating documentation and information used in respect of any Timberland Lease, Real Property Lease, Personal Property Lease or Purchased Contract calculating such estimate (collectively, the “ApportionmentsReconciliation Estimate”). Not later than 60 days after , (ii) Sellers shall prior to the later first anniversary of the Closing Date advise Purchasers if Sellers agree or dispute the Reconciliation Estimate and (iii) if Sellers and Purchasers are unable to agree upon the Reconciliation Estimate, then such Reconciliation Estimate shall be determined by arbitration in accordance with Paragraph 7 of the Escrow Agreement. Once the Reconciliation Estimate has either been agreed upon by Sellers and Purchasers or determined by arbitration (as the case may be), then, if pursuant to the Reconciliation Estimate Sellers owe Purchasers for the Reconciliation Rents for fiscal year 2005, Sellers shall, within five business days after the Reconciliation Estimate has been agreed upon or determined (as the case may be), authorize Escrow Agent to disburse from the Post Closing Funds any sums owed to Purchasers. If Purchasers fail to provide Sellers with the Reconciliation Estimate prior to the date that all is five business days prior to the applicable Tax rates have been fixed or the value assessments have been made with respect to all first anniversary of the Timberlands Closing Date, then Purchasers shall be deemed to have waived its right to collect any Reconciliation Rents owed by Sellers for fiscal year 2005. If Purchasers owe Sellers for the applicable Tax periods in which Reconciliation Rents for fiscal year 2005, then Purchasers shall (i) cause Owners to timely calculate the Effective Time occursReconciliation Rents for fiscal year 2005 and timely xxxx the tenants under the Leases for any Reconciliation Rents due, Seller and Parent shall determine the Apportionments, and the Closing Purchase Price shall be increased or decreased, as applicable, by the aggregate amount of such Apportionments. Any payment (ii) cause Owners to be made pursuant use commercially reasonable efforts to this Section 2.4 shall be made no later than three business days following the determination of the aggregate amount of the Apportionments by wire transfer of immediately available funds attempt to a bank account designated by the payee. Seller and Parent agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 2.4. Except collect any Reconciliation Rents for the estimated adjustment set forth above, there shall not be any proration of property Taxes or other non-Income Taxes and assessments and, as between the Buying Parties and Seller, the Buying Parties agree fiscal year 2005 that they shall be solely responsible for all such property Taxes and other non-Income Taxes and assessments are due and payable under the Leases (provided, however, that Purchasers shall have no obligation hereunder to cause Owners to commence any action or proceeding to collect such Delinquent Rent or to evict any tenant (by summary proceedings or otherwise) and (iii) provide Sellers with a final statement setting forth the Reconciliation Rents for fiscal year 2005 in respect a timely manner on the basis of amounts actually collected by Sellers (the “Reconciliation Statement”) with any apportionment of the Purchased Assets Reconciliation Rents being calculated on the basis of the amounts as finally determined to be owing under the Leases and as finally collected by Purchasers. Sellers shall within sixty days after they receive the Reconciliation Statement advise Purchasers if Sellers agree or dispute the Reconciliation Statement and if Sellers and Purchasers are unable to agree upon the Reconciliation Statement, then such Reconciliation Statement shall be determined by arbitration in accordance with Paragraph 7 of the Escrow Agreement. Once the Reconciliation Statement has either been agreed upon by Sellers and Purchasers or determined by arbitration (as the case may be), then, if pursuant to the Reconciliation Statement Purchasers owe Sellers for the Reconciliation Rents for fiscal year 2005, Purchasers shall, within five business days after the Closing. If Seller and Parent cannot agree Reconciliation Statement has been agreed upon or determined (as to Apportionmentsthe case may be), the dispute will be resolved pursuant to Section 9.5.pay any sums

Apportionments. Except as provided in Section 3.4Rents, the following shall be apportioned between the Buying Partiesadditional rent, on one handreal -------------- estate taxes, personal property taxes, water, utilities, and Seller, on benefits under any Employee Benefit Plan (including accrued vacation and holidays) (the other hand, as of "Expenses") to the Effective Time (on a per diem basis): extent constituting Agreed Prepaid Expenses that are (i) rents due from Seller under paid by, or on behalf of, CND on or prior to the Timberland LeasesClosing Date and allocable, Real Property Leases in whole or Personal Property Leases; in part, to any period following the Closing Date, shall be credited to CND to the extent so allocable, or (ii) unpaid by, or on behalf of CND on or prior to the Closing Date and allocable, in whole or in part, to any period prior to the Closing Date, shall be credited to Purchaser (the "Credited Liabilities"). In addition, to the extent that, in connection with the assignment of any real property leases by CND to Purchaser at the Closing, security deposits paid thereunder by CND are to remain in place on and after Closing, Purchaser shall reimburse CND for such amounts at Closing. Schedule 1.5(b) hereto lists the categories of prepaid Expenses of CND expected to exist as of Closing (the "Agreed Prepaid Expenses"). Except for Agreed Prepaid Expenses, no other non-Income Taxes Expenses shall be pro rated as provided above. The parties hereto shall make apportionments as provided above on the Closing Date and assessments in respect corresponding adjustments to the Purchase Price to the extent possible at that time. However, because a number of the Purchased Assets Agreed Prepaid Expenses will not be readily determinable until after the Closing Date, final apportionments cannot be made on that date. Therefore, at such time as CND and any Timberland Leases or Real Property Leases for which Seller has the obligation to pay property or other non-Income Taxes and assessments (including property or other non-Income Taxes and assessments, if any, payable in respect Purchaser reasonably believe that all of the Timber LLC AssetsAgreed Prepaid Expenses are sufficiently determinable so that charges and credits may be finally allocated in the manner contemplated by this Section 1.5(b), in each case, CND and Purchaser shall agree with respect to the Tax period allocation of the Agreed Prepaid Expenses and a further adjustment shall be made between the parties hereto. To the extent the net effect of such additional adjustment results in which a credit to CND, Purchaser shall promptly pay such additional amount to CND (plus interest on such amount at the Effective Time occurs; rate of eight percent (iii8%) revenue per annum from the Real Property Leases, including, without limitation, hunting and other recreational lease revenue; and (iv) payments, applying Closing Date to the period beginning date of payment), which amount shall be an adjustment to the Purchase Price. To the extent such net effect results in a credit to Purchaser, CND and the Shareholders shall be jointly and severally liable to promptly pay such additional amount to Purchaser (plus interest on such amount at the Effective Timerate of eight percent (8%) per annum from the Closing Date to the date of payment), made by Seller in which amount shall be an adjustment to the Purchase Price and shall not count against the Liability Cap. In the event that either party gives the other written notice that a dispute exists with respect to the apportionment of any Timberland Lease, Real Property Lease, Personal Property Lease or Purchased Contract Agreed Prepaid Expenses and such dispute is not resolved within twenty (collectively, “Apportionments”). Not later than 60 20) days after the later other party receives a copy of such notice of dispute, either party may submit such dispute to arbitration in the San Francisco, California metropolitan area for final resolution in accordance with the commercial arbitration rules of the Closing Date or American Arbitration Association then in effect. The determination of such arbitrators shall be final and binding upon the date that all the applicable Tax rates have been fixed or the value assessments have been made with respect to all of the Timberlands for the applicable Tax periods in which the Effective Time occurs, Seller and Parent shall determine the Apportionmentsparties hereto, and the Closing Purchase Price fees of such arbitrators in connection with the determination shall be increased or decreased, as applicable, paid by the aggregate amount of such Apportionments. Any payment to be made pursuant to this Section 2.4 shall be made no later than three business days following party against whom the determination of the aggregate amount of the Apportionments by wire transfer of immediately available funds to award was made, or if a bank account designated by the payee. Seller and Parent agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 2.4. Except for the estimated adjustment set forth abovecompromise was made, there shall not be any proration of property Taxes or other non-Income Taxes and assessments and, as between the Buying Parties and Seller, the Buying Parties agree that they shall be solely responsible for all such property Taxes and other non-Income Taxes and assessments due and payable in respect of the Purchased Assets after the Closing. If Seller and Parent cannot agree as to Apportionments, the dispute will be resolved pursuant to Section 9.5shared equally.

Apportionments. Except as provided in Section 3.4Representatives of the Purchaser and the Seller shall make and perform any and all of the adjustments and apportionments which are appropriate and usual for a transaction of this nature, taking into account the following applicable provisions of the Leases and this Agreement. The adjustments hereunder shall be apportioned between calculated or paid in an amount based upon a fair and reasonable estimated accounting performed and agreed to by representatives of the Buying Parties, on one handSeller and the Purchaser at the applicable Closing. Subsequent final adjustments and payments shall be made in cash or other immediately available funds as soon as practicable after the Closing Date, and Sellerin any event within ninety (90) days after such Closing Date, on the other hand, as based upon an agreed accounting performed by representatives of the Effective Time (on a per diem basis): (i) rents due from Seller under and the Timberland Leases, Real Property Leases or Personal Property Leases; (ii) property and other non-Income Taxes and assessments in respect of Purchaser. In the Purchased Assets and any Timberland Leases or Real Property Leases for which Seller has event the obligation to pay property or other non-Income Taxes and assessments (including property or other non-Income Taxes and assessments, if any, payable in respect of the Timber LLC Assets), in each case, parties have not agreed with respect to the Tax period in which the Effective Time occurs; (iii) revenue from the Real Property Leases, including, without limitation, hunting and other recreational lease revenue; and (iv) payments, applying to the period beginning at the Effective Time, made by Seller in respect of any Timberland Lease, Real Property Lease, Personal Property Lease or Purchased Contract (collectively, “Apportionments”). Not later than 60 days after the later of the Closing Date or the date that all the applicable Tax rates have been fixed or the value assessments have been made with respect to all of the Timberlands for the applicable Tax periods in which the Effective Time occurs, Seller and Parent shall determine the Apportionments, and the Closing Purchase Price shall be increased or decreased, as applicable, by the aggregate amount of such Apportionments. Any payment adjustments required to be made pursuant to this Section 2.4 9.1 within such ninety-day period, upon application by either party, a certified public accountant reasonably acceptable to the Purchaser and the Seller shall determine any such adjustments which have not theretofore been agreed to between the Seller and the Purchaser. The charges of such accountant shall be made no later than three business days following the determination of the aggregate amount of the Apportionments by wire transfer of immediately available funds to a bank account designated borne fifty percent (50%) by the payeeSeller and fifty percent (50%) by the Purchaser. Seller and Parent Purchaser acknowledge and agree to furnish each other with that Purchaser, in acquiring the Ownership Interests in an Owner hereunder, is acquiring the Assets owned by such documents Owner at the time of Closing and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 2.4. Except the Lease for the estimated adjustment set forth aboveReal Property comprising a part of those Assets, there shall not be and that any proration and all other assets, including without limitation, cash on hand or in accounts in excess of property Taxes or other non-Income Taxes and assessments andOwner's liabilities, as between the Buying Parties and Seller, the Buying Parties agree that they shall be solely responsible for all such property Taxes and other non-Income Taxes and assessments due and payable in respect of the Purchased Assets after the Closing. If Seller and Parent cannot agree as to Apportionments, the dispute will be resolved pursuant distributed to Section 9.5and/or retained by, and be the property of, Seller.

Apportionments. Except as provided All real estate taxes (including assessments made by reason of the fact that the Property is located in Section 3.4, any special taxing district or within a community development authority) relating to the following Property shall be apportioned paid or shall be prorated between the Buying Parties, on one hand, Seller and Seller, on the other hand, Purchaser as of the Effective Time (on a per diem basis): (i) rents due from Seller under Closing Date. For purposes of this proration, Purchaser shall be deemed to own the Timberland Leases, Real Property Leases or Personal Property Leases; (ii) property and other non-Income Taxes therefore be responsible for the real estate taxes and assessments in respect of for the Purchased Assets and any Timberland Leases entire Closing Date. If the Closing Date shall occur before the tax rate or Real Property Leases assessment is fixed for which Seller has the obligation to pay property or other non-Income Taxes and assessments (including property or other non-Income Taxes and assessments, if any, payable in respect of the Timber LLC Assets), in each case, with respect to the Tax period tax year in which the Effective Time Closing Date occurs; (iii) revenue from , the Real Property Leases, including, without limitation, hunting and other recreational lease revenue; and (iv) payments, applying apportionment of taxes shall be upon the basis of the tax rate or assessment for the immediately preceding tax year applied to the period beginning at the Effective Time, made by Seller in respect of any Timberland Lease, Real Property Lease, Personal Property Lease or Purchased Contract (collectively, “Apportionments”). Not later than 60 days after the later of the Closing Date or the date that all the applicable Tax rates have been fixed or the value assessments have been made with respect to all of the Timberlands for the applicable Tax periods in which the Effective Time occurs, latest assessed valuation and Seller and Parent Purchaser shall determine the Apportionments, and the Closing Purchase Price shall be increased or decreased, as applicable, by the aggregate amount of such Apportionments. Any payment to be made pursuant to this Section 2.4 shall be made no later than three business days following readjust real estate taxes promptly after the determination of the aggregate amount of tax rate or assessment for the Apportionments by wire transfer of immediately available funds tax year in which the Closing Date occurs (with such obligation to a bank account designated by survive the payeeClosing). Any apportionments and prorations which are not expressly provided for in this Section shall be made in accordance with the customary practice in Loudoun County, Virginia. On or before the Closing Date, Seller and Parent agree Purchaser shall jointly prepare a schedule showing the Purchase Price, the Deposit, the adjustments and prorations and the expenses to furnish each other with such documents be paid by Seller and other records as may be reasonably requested in order to confirm all Apportionment calculations made Purchaser pursuant to this Section 2.4Agreement (the “Closing Statement”). Except for the estimated Any net adjustment set forth above, there shall not be any proration in favor of property Taxes or other non-Income Taxes and assessments and, as between the Buying Parties and Seller, the Buying Parties agree that they Purchaser shall be solely responsible for all such property Taxes and other non-Income Taxes and assessments due and payable credited against the Purchase Price on the Closing Date. Any net adjustment in respect favor of Seller shall be paid in cash or cash equivalent on the Closing Date by Purchaser to Seller. A copy of the Purchased Assets after the Closing. If Closing Statement agreed upon by Seller and Parent cannot agree as Purchaser shall be signed by Seller and Purchaser and delivered to Apportionments, the dispute will be resolved pursuant to Section 9.5Escrow Agent on the Closing Date.

Apportionments. Except as provided in Section 3.4, Purchaser will bear all expenses which are incurred in respect of the following Purchased Assets after the Closing Date and Purchaser will receive all proceeds in respect of the Purchased Assets attributable to the period after the Closing Date, and Seller will bear all expenses which are incurred in respect of the Purchased Assets before the Closing Date and Seller will receive all proceeds collectible in respect of the Purchased Assets attributable to the period prior to the Closing Date (regardless of whether such proceeds are received or whether such expenses are paid prior to or after the Closing Date), provided that (a) for timber that is delivered after Closing, all revenue shall go to Purchaser, and Purchaser shall be apportioned between the Buying Parties, on one handresponsible for reporting and paying severance taxes with respect to such timber, and Seller(b) real and personal property Taxes, on the other hand, as of the Effective Time (on a per diem basis): (i) rents due from Seller under the Timberland Leases, Real Property Leases or Personal Property Leases; (ii) property ad valorem Taxes and other non-Income Taxes and assessments in respect of the Purchased Assets and any Timberland Leases or Real Property Leases for which Seller has the obligation to pay property or other non-Income Taxes and assessments (including property or other non-Income Taxes and assessments, if any, payable in respect of the Timber LLC Assets)imposed on a periodic basis, in each case, case with respect to the Tax period in which the Effective Time Closing Date occurs; , will be apportioned on a per diem basis on and as of the Closing Date (iii) revenue from the Real Property Leases, including, without limitation, hunting and other recreational lease revenue; and (iv) payments, applying to the period beginning at the Effective Time, made by Seller in respect of any Timberland Lease, Real Property Lease, Personal Property Lease or Purchased Contract (collectively, “Apportionments”). Not later than 60 days If the Closing Date occurs before the applicable Tax is assessed for the applicable Tax period, then real and personal property Taxes, ad valorem Taxes and other non-Income Taxes and assessments imposed on a periodic basis shall be apportioned on the basis of the Tax assessed for the immediately preceding Tax period. Assessments imposed on a non-periodic basis in respect of the Purchased Assets prior to Closing shall be borne by Seller. Assessments imposed on a non-periodic basis in respect of the Purchased Assets after Closing shall be borne by Purchaser. Seller and Purchaser shall determine the later Apportionments and amounts pre-paid for timber to be delivered after Closing as of the Closing Date or the date that all the applicable Tax rates have been fixed or the value assessments have been made with respect to all of the Timberlands for the applicable Tax periods in which the Effective Time occurs, Seller and Parent shall determine the Apportionments, and the Closing Purchase Price shall be increased or decreasedreduced, as applicable, by the aggregate amount of such Apportionments. Any payment to be made pursuant to this Section 2.4 shall be made no later than three business days following the determination of the aggregate amount of the Apportionments by wire transfer of immediately available funds to a bank account designated by the payeeand pre-paid timber volumes. Seller and Parent Purchaser agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment apportionment calculations made pursuant to this Section 2.42.3. Except for the estimated adjustment set forth above, there shall not be any proration of property Taxes or other non-Income Taxes and assessments and, as between the Buying Parties and Seller, the Buying Parties agree Purchaser agrees that they it shall be solely responsible for all such real and personal property Taxes Taxes, ad valorem Taxes, and other non-Income Taxes and assessments due and payable in respect of the Purchased Assets for Tax periods, the first day of which is after the ClosingTax period in which the Closing occurs. If Purchaser and Seller and Parent cannot agree as to Apportionments, the dispute will be resolved pursuant to Section 9.58.5.

Apportionments. (a) Except as provided in Section 3.42.3, the following shall be apportioned between the Buying Parties, on one hand, Pre-Closing and Seller, on the other hand, as of the Effective Time Post-Closing Periods (on a per diem basis): (i) rents due from Seller under the Timberland Leases, Real Personal Property Leases or Personal Property Leasesand the Timber Lease; (ii) property and Taxes (other non-than Income Taxes Taxes) and assessments arising or resulting from or in respect connection with the ownership of any of the Purchased Assets and any Timberland Leases or Real Property Leases for which Seller has the obligation to pay Property, including without limitation all property or other non-Income Taxes and assessments (including property or other non-Income Taxes and assessments, if any, payable in respect of the Timber LLC Assets), in each case, with respect to the Tax period in which the Effective Time occursTaxes; (iii) revenue from the Real Property Leases, includingincluding agricultural, without limitationgrazing, hunting and other recreational lease revenue; and (iv) payments, applying to the period beginning at the Effective Time, made by Seller in respect of any Timberland Lease, Real Property Lease, Personal Property Lease or Purchased Contract Assumed Contract; and (v) utilities provided to the Combined Real Property (if any) (collectively, “Apportionments”). Not later than 60 days after the later of Prior to the Closing Date or the date that all the applicable Tax rates have been fixed or the value assessments have been made with respect to all of the Timberlands for the applicable Tax periods in which the Effective Time occursDate, Seller and Parent Buyer shall determine the Apportionments, and the Closing Purchase Price payment shall be increased made in cash by Buyer to Seller (if the Apportionments result in a net credit to Seller) or decreased, as applicable, by Seller to Buyer (if the aggregate Apportionments result in a net credit to Buyer). If the actual amount of Apportionment item is not known at such Apportionmentstime, the determination of such Apportionment shall be completed (and any associated payments made) when actual figures are available. Any payment payments to be made pursuant to this Section 2.4 1.8 shall be treated as an adjustment to the Purchase Price for the Property to the extent permitted by law, and be made no later than three business days (3) Business Days following the determination of the aggregate amount of the Apportionments by wire transfer of immediately available funds to a bank account designated by the payeeapplicable Apportionments. Seller and Parent Buyer agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 2.4. Except 1.8 Notwithstanding the foregoing, Buyer shall be responsible for any additional or supplemental Taxes (including, for the estimated adjustment set forth aboveavoidance of doubt, there shall not be Taxes attributable to Pre-Closing Periods) that may result from a reassessment of the Combined Real Property (other than due to a failure of Seller to maintain the current use valuation of any proration of property the Combined Real Property that has occurred or occurs on or after the establishment of a current use valuation and prior to the Closing), and, to the extent caused by Buyer's removing the Property from, or failure of Buyer to timely apply for maintenance of, the Property's present classification or changes subsequent to the Closing Date in use, (i) any potential roll-back or greenbelt type Taxes related to any agricultural, forest or open space exemption that is subject to recapture pursuant to applicable Law and (ii) any recapture, reassessment, roll-back Taxes or other non-Income Taxes and assessments and, as between the Buying Parties and Seller, the Buying Parties agree that they shall be solely responsible for all such property Taxes and other non-Income Taxes and assessments due and payable changes in respect of the Purchased Assets after the Closing. If Seller and Parent cannot agree as to Apportionments, the dispute will be resolved pursuant to Section 9.5Tax assessments.

Apportionments. Except as provided in Section 3.4, the following shall be apportioned between the Buying Purchasing Parties, on the one hand, and Seller, on the other hand, on and as of the Effective Time Closing Date (on a per diem basis): (i) rents due from Seller under the Timberland LeasesLeasehold Interests and Timberlands II, LLC Real Property Leases or Personal Property Leases; (ii) real property and other non-Income Taxes and assessments imposed on a periodic basis in respect of the Purchased Assets and any Timberland Leases or Real Property Leases for which Seller has the obligation to pay property or other non-Income Taxes and assessments (including property or other non-Income Taxes and assessments, if any, payable in respect of the Timber LLC Assets), in each case, with respect to the Tax period in which the Effective Time Closing Date occurs; (iii) rents paid under and other revenue from the Timberlands II, LLC Real Property Leases, including, without limitation, including hunting and other recreational lease revenue; and (iv) payments, applying to the period beginning at on the Effective TimeClosing Date, made by Seller in respect of any Timberland LeaseLeasehold Interests, Timberlands II, LLC Real Property LeaseLeases or Timberlands II, Personal Property Lease or LLC Purchased Contract Contracts; and (v) any credit for timber harvested to which Purchaser is entitled in accordance with this Section 2.4 (collectively, “Apportionments”). For timber that is harvested and delivered prior to Closing pursuant to the harvest plan attached hereto as Exhibit F (the “Harvest Plan”), all revenue therefrom shall go to Seller. Purchaser shall receive a credit against the Cash Purchase Price for all timber which is harvested and delivered prior to Closing and not included in the attached Harvest Plan equal to the sum of the products of the volume of timber harvested (as determined by load and scale tickets for each load of timber harvested) in each product class included in the Fiber Supply Agreement (each a “Product Class”) multiplied by the applicable initial unit price for such Product Class in the Fiber Supply Agreement. Within thirty (30) days following the Closing Date, Seller shall deliver to Purchaser a report certifying the total volume of additional timber per Product Class harvested prior to the Closing Date, which volumes were not included in the credit to the Purchase Price received by Purchaser at Closing, and the Purchase Price shall be further adjusted by an amount equal to the sum of the products of the additional volume of timber harvested (as determined by load and scale tickets for each load of timber harvested) in each Product Class prior to Closing multiplied by the applicable initial unit price for such Product Class in the Fiber Supply Agreement less any revenue actually received by Purchaser or Timberlands II, LLC for such timber under the any of the Timberlands II, LLC Purchased Contracts by payment by Seller of such amount in cash by wire transfer of immediately available funds to the bank or bank accounts designated by Purchaser. For timber that is harvested and delivered after Closing, whether pursuant to the Harvest Plan or not, all revenue therefrom shall go to Purchaser. Not later than 60 five days after the later of prior to the Closing Date or the date that all the applicable Tax rates have been fixed or the value assessments have been made with respect to all of the Timberlands for the applicable Tax periods in which the Effective Time occursDate, Seller and Parent Purchaser shall determine the Apportionments, and the Closing Installment Note Purchase Price shall be increased or decreasedreduced, as applicable (in the form of an increase or reduction of the aggregate principal amount of the Timber Note), by the aggregate amount of such Apportionments relating to the Installment Note Assets, and the Cash Purchase Price shall be increased or reduced, as applicable, by the aggregate amount of such ApportionmentsApportionments relating to the Cash Assets. Any payment to be made pursuant to this Section 2.4 If the Closing Date occurs before the applicable Tax is assessed for the applicable Tax period, then real property Taxes and assessments imposed on a periodic basis shall be made no later than three business days following apportioned on the determination basis of the aggregate amount of Tax assessed for the Apportionments by wire transfer of immediately available funds to a bank account designated by the payeepreceding Tax period. Seller and Parent Purchaser agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 2.4. Except Notwithstanding anything to the contrary contained herein, Seller shall be responsible for the estimated adjustment set forth above(i) any fines, there shall not be any proration of property Taxes penalties or other non-Income assessments imposed as a result of Seller’s failure to pay any Taxes and assessments and, as between the Buying Parties and Seller, the Buying Parties agree that they shall be solely responsible for all such property Taxes and other non-Income Taxes and assessments due and payable prior to the Closing Date and (ii) any roll-back or greenbelt type Taxes related to any agricultural, forest or open-space exemption which is subject to recapture pursuant to state Laws (collectively, hereinafter “Roll-back Taxes”), but only to the extent that any such Roll-back Taxes relate to a pre-acquisition Tax period and result from (A) any failure by Seller to take actions required to avoid such Roll-back Taxes, prior to the transactions contemplated by this Agreement, (B) actions taken by Seller prior to Closing which result in respect the removal of any of the Purchased Assets after from their current classification or any program or special exemption available under state Laws, (C) the change in use by Seller of any of the Purchased Assets prior to the transactions contemplated by this Agreement or (D) as a result of the consummation of the transfer of the Purchased Assets to Timberlands II, LLC described in Section 1.2. Purchaser shall otherwise be responsible for any Roll-back Taxes. Seller’s obligations with regard to Roll-back Taxes in this Section 2.4 shall survive Closing. If Purchaser and Seller and Parent cannot agree as to Apportionments, the dispute will be resolved pursuant to Section 9.510.5.

Apportionments. Except as provided in Section 3.4, the The following apportionments shall be apportioned made between the Buying Partiesparties at the Closing as of 11:59 pm local time at each Hotel on the day immediately prior to the Closing Date (the “Apportionment Date”) based upon a 365 day year, such that all items of income and expense for the Hotels on one handthe Closing Date shall be for the account of Buyer, and the net amount thereof under this Article XIV shall be paid together with (if such net amount is in Seller’s favor) or credited against (if such net amount is in Buyer’s favor) the Purchase Price payable at Closing: (a) all non-delinquent real estate taxes, personal property taxes, special assessments and vault charges, if any, on the other handbasis of the fiscal period for which assessed, shall be prorated as of the Effective Time Apportionment Date between Seller and Buyer (it being understood that all Taxes relating to any period prior to the Closing Date which constitute exceptions to title which would be delinquent if unpaid at Closing are Mandatory Cure Items) giving effect the maximum discount allowed by law for early payment. If any assessments on a per diem basis): any Hotel are payable in installments, then the installment for the current period shall be prorated (i) rents due from Seller under the Timberland Leases, Real Property Leases or Personal Property Leases; (ii) property and other non-Income Taxes and assessments in respect of the Purchased Assets and any Timberland Leases or Real Property Leases for which Seller has with Buyer assuming the obligation to pay property or other non-Income Taxes any installments due and assessments (including property or other non-Income Taxes and assessments, if any, payable in respect of the Timber LLC Assets), in each case, with respect to the Tax period in which the Effective Time occurs; (iii) revenue from the Real Property Leases, including, without limitation, hunting after Closing Date and other recreational lease revenue; Buyer receiving a credit for any installments due and (iv) payments, applying payable with respect to the period beginning prior to the Closing Date which have not been paid in full as of Closing). If the amount of any of the foregoing taxes not ascertainable on the Closing, the proration shall be based on the most recent available xxxx giving effect the maximum discount allowed by law for early payment and shall be re-prorated at the Effective Time, request of either party made by Seller in respect of any Timberland Lease, Real Property Lease, Personal Property Lease or Purchased Contract within thirty (collectively, “Apportionments”). Not later than 60 30) days after the later of the Closing Date or the date that all the applicable Tax rates have been fixed or the value assessments have been made with respect to all of the Timberlands for the applicable Tax periods in which the Effective Time occurs, Seller and Parent shall determine the Apportionments, and the Closing Purchase Price shall be increased or decreased, as applicable, by the aggregate amount of such Apportionments. Any payment to be made pursuant to this Section 2.4 shall be made no later than three business days following the determination of the aggregate amount of the Apportionments by wire transfer of immediately available funds to a bank account designated by the payee. Seller and Parent agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 2.4. Except for the estimated adjustment set forth above, there shall not be any proration of property Taxes or other non-Income Taxes and assessments and, as between the Buying Parties and Seller, the Buying Parties agree that they shall be solely responsible for all such property Taxes and other non-Income Taxes and assessments due and payable in respect of the Purchased Assets after the Closing. If Seller and Parent cannot agree as to Apportionments, the dispute will be resolved pursuant to Section 9.5.tax bills are rendered;

Apportionments. Except as provided (a) All real estate taxes (including special assessments attributable to the period prior to the Closing), utility, security deposits under the Occupancy Agreements, (including deposits under the life care contracts in Section 3.4the case of the Waterside Retirement Estates Property), and any other deposits in connection with Property operations (other than security amounts described in the following Assumption Documents or otherwise contemplated by the Loan Documents), and items of income and expense with respect to each Property shall be apportioned adjusted between the Buying Parties, on one hand, Sellers and Seller, on the other hand, each Tenant as of the Effective Time Closing Date (on a per diem basis): (i) rents due from Seller Purchaser shall not be obligated to fund any deposits except for security amounts described in the Assumption Documents or otherwise contemplated by the Loan Documents). Interest payable under the Timberland Leases, Real Property Leases or Personal Property Leases; (ii) property and other non-Income Taxes and assessments in respect each of the Purchased Assets and any Timberland Leases or Real Property Leases Loans for which Seller has the obligation to pay property or other non-Income Taxes and assessments (including property or other non-Income Taxes and assessments, if any, payable in respect month of Closing shall be prorated as of the Timber LLC Assets)Closing Date. All items of revenue, in cost and expense of each case, Property with respect to the Tax period in which prior to the Effective Time occurs; (iii) revenue from Closing Date shall be for the Real account of each Tenant. All items of revenue, cost and expense of each Property Leases, including, without limitation, hunting and other recreational lease revenue; and (iv) payments, applying with respect to the period beginning from and after the Closing Date shall be for the account of Seller, as tenant, according to the terms of the Lease. The adjustments hereunder shall be calculated or paid in an amount based upon a fair and reasonable estimated accounting performed and agreed to by Representatives of Sellers and Purchaser at the Effective TimeClosing. Subsequent final adjustments and payments shall be made in cash or other immediately available funds as soon as practicable after the Closing Date, made by Seller and in respect of any Timberland Lease, Real Property Lease, Personal Property Lease or Purchased Contract event within ninety (collectively, “Apportionments”). Not later than 60 90) days after the later of the Closing Date (provided that such ninety day period shall be extended up to an additional thirty (30) days after the necessary information becomes available for the parties to calculate any necessary adjustments relating to payments of real estate taxes or special assessments), based upon an accounting performed by the date that all Manager and acceptable to Sellers and Purchaser. In the applicable Tax rates event the parties have been fixed or the value assessments have been made not agreed with respect to all of the Timberlands for the applicable Tax periods in which the Effective Time occurs, Seller and Parent shall determine the Apportionments, and the Closing Purchase Price shall be increased or decreased, as applicable, by the aggregate amount of such Apportionments. Any payment adjustments required to be made pursuant to this Section 2.4 10.1 within such 90 day period, upon application by any such party, a certified public accountant reasonably acceptable to the parties to such disputed adjustment shall determine any such adjustments which have not theretofore been agreed to between such parties. The charges of such accountant shall be borne equally by the parties to such disputed adjustment. All adjustments to be made no later than three business days following the determination as a result of the aggregate amount final results of the Apportionments by wire transfer of immediately available funds to a bank account designated by the payee. Seller and Parent agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 2.4. Except for the estimated adjustment set forth above, there shall not be any proration of property Taxes or other non-Income Taxes and assessments and, as between the Buying Parties and Seller, the Buying Parties agree that they adjustments shall be solely responsible for all paid to the party entitled to such property Taxes and other non-Income Taxes and assessments due and payable in respect of the Purchased Assets adjustment within thirty (30) days after the Closing. If Seller and Parent cannot agree as to Apportionments, the dispute will be resolved pursuant to Section 9.5final determination thereof.

Apportionments. Except as provided in Section 3.4, (a) All real estate taxes (including special assessments attributable to the following period prior to the Closing) and items of income and expense with respect to each Property shall be apportioned adjusted between the Buying Parties, on one hand, Seller and Seller, on the other hand, Purchaser as of the Effective Time (on a per diem basis): (i) rents due from Seller under the Timberland LeasesClosing Date. All items of revenue, Real cost and expense of each Property Leases or Personal Property Leases; (ii) property and other non-Income Taxes and assessments in respect of the Purchased Assets and any Timberland Leases or Real Property Leases for which Seller has the obligation to pay property or other non-Income Taxes and assessments (including property or other non-Income Taxes and assessments, if any, payable in respect of the Timber LLC Assets), in each case, with respect to the Tax period in which prior to the Effective Time occurs; (iii) revenue from Closing Date shall be for the Real account of Seller. All items of revenue, cost and expense of each Property Leases, including, without limitation, hunting and other recreational lease revenue; and (iv) payments, applying with respect to the period beginning from and after the Closing Date shall be for the account of Tenant according to the terms of the Lease. The adjustments hereunder shall be calculated or paid in an amount based upon a fair and reasonable estimated accounting performed and agreed to by representatives of Seller, Tenant and Purchaser at the Effective TimeClosing. Subsequent final adjustments and payments shall be made in cash or other immediately available funds as soon as practicable after the Closing Date, made by Seller and in respect of any Timberland Lease, Real Property Lease, Personal Property Lease or Purchased Contract event within ninety (collectively, “Apportionments”). Not later than 60 90) days after the later of the Closing Date (provided that such ninety day period shall be extended up to an additional thirty (30) days after the necessary information becomes available for the parties to calculate any necessary adjustments relating to payments of real estate taxes or special assessments), based upon an accounting performed by the date that all Tenant and acceptable to Seller, Tenant and Purchaser. In the applicable Tax rates event the parties have been fixed or the value assessments have been made not agreed with respect to all of the Timberlands for the applicable Tax periods in which the Effective Time occurs, Seller and Parent shall determine the Apportionments, and the Closing Purchase Price shall be increased or decreased, as applicable, by the aggregate amount of such Apportionments. Any payment adjustments required to be made pursuant to this Section 2.4 9.1 within such 90 day period, upon application by any such party, a certified public accountant reasonably acceptable to the parties to such disputed adjustment shall determine any such adjustments which have not theretofore been agreed to between such parties. The charges of such accountant shall be made no later than three business days following the determination of the aggregate amount of the Apportionments by wire transfer of immediately available funds to a bank account designated borne equally by the payee. Seller and Parent agree parties to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 2.4. Except for the estimated adjustment set forth above, there disputed adjustment; provided that Tenant shall not be any proration responsible for the charges of property Taxes or other non-Income Taxes and assessments and, such accountant unless Tenant made an application to resolve such dispute. All adjustments to be made as between a result of the Buying Parties and Seller, final results of the Buying Parties agree that they adjustments shall be solely responsible for all paid to the party entitled to such property Taxes and other non-Income Taxes and assessments due and payable in respect of the Purchased Assets adjustment within thirty (30) days after the Closing. If Seller and Parent cannot agree as to Apportionments, the dispute will be resolved pursuant to Section 9.5final determination thereof.

Apportionments. Except as provided in Section 3.4, the following Purchaser shall be apportioned between deemed to own the Buying PartiesProperty beginning at 12:01 a.m. on the Closing Date for purposes of prorations hereunder. Ad valorem real property Taxes for the current year, on one handassessments, water, and Seller, on the other hand, utilities shall be prorated as of the Effective Time (Closing Date. If actual tax bills for the calendar year of Closing are not available, said Taxes shall be prorated based on tax bills for the previous calendar year and the parties hereto agree to cause a per diem basis): (i) rents due from Seller re-proration of said Taxes upon the receipt of tax bills for the calendar year of Closing. If the Timberlands is not designated a separate tax parcel, said Taxes shall be adjusted to an amount bearing the same relationship to the total tax xxxx which the acreage contained within the Timberlands bears to the acreage contained within the real property included within said tax xxxx. Revenues and expenses under the Timberland Leases, Real Property Leases or Personal Property Leases; (ii) property Licenses and other non-Income Taxes and assessments in respect Assumed Contracts shall be prorated as of the Purchased Assets Closing Date based on the applicable term of such License or Assumed Contract. Purchaser shall receive a credit against the Purchase Price for all deposits and any Timberland Leases or Real Property Leases for which Seller has prepayments made by third parties under the obligation to pay property or other non-Income Taxes and assessments (including property or other non-Income Taxes and assessmentsAssumed Contracts, if any, payable in respect of and Purchaser shall pay Seller for all deposits and prepayments made by Seller under the Timber LLC Assets)Assumed Contracts, if any, in each case, case unless the same have been applied in accordance with respect to the Tax period in which terms of such Assumed Contracts. Any other prorations and apportionments shall be calculated such that Seller shall bear all expenses of ownership and operation of the Effective Time occurs; (iii) revenue from the Real Property Leases, including, without limitation, hunting and other recreational lease revenue; and (iv) payments, applying to the period beginning shall receive all income therefrom through midnight at the Effective Time, made by Seller in respect end of any Timberland Lease, Real Property Lease, Personal Property Lease or Purchased Contract (collectively, “Apportionments”). Not later than 60 days after the later of day preceding the Closing Date or and Purchaser shall bear all such expenses and receive all such income thereafter. The obligations to re-prorate in this Section 1.8 shall survive the date that all the applicable Tax rates have been fixed or the value assessments have been made with respect to all Closing of the Timberlands for the applicable Tax periods in which the Effective Time occurs, Seller purchase and Parent shall determine the Apportionments, and the Closing Purchase Price shall be increased or decreased, as applicable, by the aggregate amount of such Apportionments. Any payment to be made pursuant to this Section 2.4 shall be made no later than three business days following the determination of the aggregate amount of the Apportionments by wire transfer of immediately available funds to a bank account designated by the payee. Seller and Parent agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 2.4. Except for the estimated adjustment set forth above, there shall not be any proration of property Taxes or other non-Income Taxes and assessments and, as between the Buying Parties and Seller, the Buying Parties agree that they shall be solely responsible for all such property Taxes and other non-Income Taxes and assessments due and payable in respect of the Purchased Assets after the Closing. If Seller and Parent cannot agree as to Apportionments, the dispute will be resolved pursuant to Section 9.5sale contemplated hereby.

Apportionments. Except as provided in Section 3.4(a) Minimum and additional rents from the Tenant under the Lease, the following Surviving Agreements, operating expenses and other apportionable income and expenses paid or payable by Seller shall be apportioned between the Buying Parties, pro rata on one hand, and Seller, on the other hand, an actual basis as of the Effective Time date of Settlement. Taxes, and additional rent paid on account thereof (to the extent not paid directly by Tenant to the taxing authority) shall be apportioned based on the fiscal year of the taxing authority. All utilities consumed at the Property are paid by the Tenant directly to the applicable utility provider and will not be apportioned at Settlement. Each party shall separately reconcile with the Tenant the amounts paid or payable on account of operating expenses incurred by such party during its period of ownership in accordance with the terms of the Lease. If the Tenant objects to reconciling separately with Seller for operating expenses for the calendar year in which Settlement occurs with respect to Seller's period of ownership, Buyer and Seller agree to cooperate in a combined year-end reconciliation with such Tenant in a manner reasonably acceptable to Buyer and Seller. Any amounts that may be due Seller as a result of such year-end reconciliations shall be paid by Buyer to Seller promptly after Buyer collects such amounts from the Tenant. Seller hereby agrees to indemnify Buyer for any refund owing to Tenant under the Lease for the period of Seller's ownership as a result of such year-end reconciliation or as a result of Tenant's audit and inspection rights under Section 7(a) of the Lease. If Settlement occurs on a day other than the first of the month, expenses for the month in which Settlement occurs shall be apportioned on a per diem basis): (i) rents due from Seller under the Timberland Leases, Real Property Leases or Personal Property Leases; (ii) property and other non-Income Taxes and assessments in respect of the Purchased Assets and any Timberland Leases or Real Property Leases for which Seller has the obligation to pay property or other non-Income Taxes and assessments (including property or other non-Income Taxes and assessments, if any, payable in respect of the Timber LLC Assets), in each case, with respect to the Tax period in which the Effective Time occurs; (iii) revenue from the Real Property Leases, including, without limitation, hunting and other recreational lease revenue; and (iv) payments, applying to the period beginning at the Effective Time, made by Seller in respect of any Timberland Lease, Real Property Lease, Personal Property Lease or Purchased Contract (collectively, “Apportionments”). Not later than 60 days after the later of the Closing Date or the date that all the applicable Tax rates have been fixed or the value assessments have been made with respect to all of the Timberlands for the applicable Tax periods in which the Effective Time occurs, Seller and Parent shall determine the Apportionments, and the Closing Purchase Price shall be increased or decreased, as applicable, by the aggregate amount of such Apportionments. Any payment to be made pursuant to this Section 2.4 shall be made no later than three business days following the determination of the aggregate amount of the Apportionments by wire transfer of immediately available funds to a bank account designated by the payee. Seller and Parent agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 2.4. Except for the estimated adjustment set forth above, there shall not be any proration of property Taxes or other non-Income Taxes and assessments and, as between the Buying Parties and Seller, the Buying Parties agree that they shall be solely responsible for all such property Taxes and other non-Income Taxes and assessments due and payable in respect of the Purchased Assets after the Closing. If Seller and Parent cannot agree as to Apportionments, the dispute will be resolved pursuant to Section 9.5bases.

Apportionments. Except as provided in Section 3.42.3, the following shall be apportioned between the Buying Parties, on one hand, Purchaser and Seller, on the other hand, Seller as of the Effective Time (on a per diem basis): ) with the Closing Date allocated to Purchaser: (i) rents due from Seller under the Timberland Leases, Real Property Leases or Personal Property Leases; (ii) property and other non-Income Taxes and assessments in respect of the Purchased Assets and any Timberland Leases or Real Property Leases for which Seller has the obligation to pay property or other non-Income Taxes and assessments (including property or other non-Income Taxes and assessments, if any, payable in respect of the Timber LLC Assets), in each case, with respect to the Tax period in which the Effective Time occurs; (iiiii) revenue from the Real Property Leases, includingif any, without limitation, including hunting and other recreational lease revenue; and (iviii) paymentspayments made or received, applying to the period beginning at the Effective Time, made by Seller in respect of any Timberland Lease, Real Property Lease, Personal Property Lease or Purchased Assumed Contract (collectively, “Apportionments”). At Closing, all deposits under the Real Property Leases, if any, shall be assigned to Purchaser or credited against the Purchase Price. Not later than 60 sixty (60) days after the later of the Closing Date or the date that all the applicable Tax rates have been fixed or the value assessments have been made with respect to all of the Timberlands for the applicable Tax periods in which the Effective Time occursDate, Seller and Parent Purchaser shall determine the Apportionments, and the Closing Pre-Adjustment Purchase Price shall be increased or decreased, as applicable, by the aggregate amount of such Apportionments, except where any applicable Tax rates have not been fixed or the value assessments have not been made and finally determined with respect to all of the Timberlands for the applicable Tax periods in which the Effective Time occurs (Purchaser acknowledging that Seller has instituted or may, at its option, institute before the Closing protests of certain Taxes pursuant to certain Assumed Contracts, the final resolution of which protests may occur after the Closing), in which case the Apportionments will be completed promptly after resolution of the applicable issues. Any adjustment and payment to be made pursuant to this Section 2.4 1.7 shall be made no later than three business days (3) Business Days following the determination of the aggregate amount of the Apportionments by wire transfer of immediately available funds to a bank account designated by the payeeApportionments. Seller and Parent Purchaser agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 2.41.7. Except for the estimated adjustment set forth above, there shall not be any proration of property Taxes or other non-Income Taxes and assessments and, as between the Buying Parties Purchaser and Seller, the Buying Parties agree Purchaser agrees that they Purchaser shall be solely responsible for all such property Taxes and other non-Income Taxes and assessments due and payable in respect of the Purchased Assets Property after the Closing. If Seller and Parent Purchaser cannot agree as to Apportionments, the dispute will be resolved pursuant to Section 9.57.4. The provisions of this Section 1.7 shall survive Closing and the execution and delivery of the Deeds.

Apportionments. Except as provided in Section 3.4, the The following apportionments shall be apportioned made between the Buying Parties, on one hand, Assignor and Seller, on the other hand, Assignee as of the Effective Time close of business on the day prior to the Commencement Date and paid on the Commencement Date: Fixed Rent, Tenant's Tax Payment and Tenant's Operating Payment. Such apportionments shall be made based upon the actual number of days in the calendar month in which the Commencement Date shall occur, with Assignor entitled to a reimbursement for such amounts prepaid and Assignee entitled to payment for any such amounts in arrears owed to Landlord (on the net amount of such reimbursement to Assignor or payment to Assignee. the "Apportionment Amount"). The apportionment amount may be paid by good corporate check of the party required to pay same. Assignee shall, within ten (10) days of receipt, provide a per diem basis): copy of any notices from Landlord (i) rents due from Seller under adjusting Taxes or Tenant's Tax Payment which relate to Taxes for the Timberland Leases, Real Property Leases Tax Year in which the Commencement Date occurs or Personal Property Leases; (ii) property and other non-Income related to an overpayment or underpayment of Taxes and assessments in with respect to such Tax Year. To the extent that there is an overpayment of the Purchased Assets and any Timberland Leases or Real Property Leases for which Seller has the obligation Taxes to pay property or other non-Income Taxes and assessments (including property or other non-Income Taxes and assessments, if any, payable in respect of the Timber LLC Assets), in each case, Landlord with respect to the Tax period Year in which the Effective Time Commencement Date occurs; (iii) revenue from , the Real Property Leases, including, without limitation, hunting and other recreational lease revenue; and (iv) payments, applying portion of any overpayment attributable to the period beginning at prior to the Effective TimeCommencement Date shall be paid by Assignee to Assignor promptly after receipt (whether in cash, made by Seller in respect rent credit or otherwise) by Assignee. To the extent that there is an underpayment of any Timberland Lease, Real Property Lease, Personal Property Lease or Purchased Contract (collectively, “Apportionments”). Not later than 60 days after the later of the Closing Date or the date that all the applicable Tax rates have been fixed or the value assessments have been made Taxes to Landlord with respect to all of the Timberlands for the applicable Tax periods Year in which the Effective Time Commencement Date occurs, Seller and Parent shall determine the Apportionments, and portion of any underpayment attributable to the Closing Purchase Price period prior to the Commencement Date shall be increased or decreasedpaid by Assignor to Assignee promptly after Assignee's delivery to Assignor of a copy of Landlord's demand therefor. Assignee shall, as applicablewithin ten (10) days of receipt, provide to Assignor a copy of Landlord's Operating Statement with respect to the Operating Year in which the Commencement Date occurs. To the extent that there is an overpayment of Tenant's Operating Payments to Landlord with respect to the Operating Year in which the Commencement Date occurs, the portion of any overpayment attributable to the period prior to the Commencement Date shall be paid by Assignee to Assignor promptly after receipt (whether in cash, by rent credit or otherwise) by Assignee. To the aggregate amount extent that there is an underpayment of such Apportionments. Any payment Tenant's Operating Payments to be made pursuant Landlord with respect to this Section 2.4 the Operating Year in which the Commencement Date occurs, the portion of any underpayment attributable to the period prior to the Commencement Date shall be made no later than three business days following the determination paid by Assignor to Assignee promptly after Assignee's delivery to Assignor of the aggregate amount a copy of the Apportionments by wire transfer of immediately available funds to a bank account designated by the payee. Seller and Parent agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 2.4. Except for the estimated adjustment set forth above, there shall not be any proration of property Taxes or other non-Income Taxes and assessments and, as between the Buying Parties and Seller, the Buying Parties agree that they shall be solely responsible for all such property Taxes and other non-Income Taxes and assessments due and payable in respect of the Purchased Assets after the ClosingLandlord's demand therefor. If Seller and Parent cannot agree as Assignee exercises its rights to Apportionments, the dispute will be resolved audit Landlord's Operating Statement pursuant to Section 9.54.5 of the Lease for the year in which the Commencement Date occurs, Assignee shall promptly notify Assignor thereof. To the extent that any such audit determines that there has been an overpayment or underpayment, such overpayment or underpayment shall also be apportioned by Assignor and Assignee in accordance with the foregoing provisions. Any refund of overpayments payable to Assignor or Assignee received by the party not entitled to the same as provided in this Section shall be held in trust by the receiving party until paid to the party entitled to the same as provided in this Section. The parties' respective obligations under this Section shall survive the Commencement Date.

Apportionments. Except as provided in Section 3.42.3, the following shall be apportioned between the Buying Parties, on one hand, Purchaser and Seller, on the other hand, Seller as of the Effective Time (on a per diem basis): (i) rents due from Seller under the Timberland Leases, Real Property Leases or Personal Property Leases; (ii) property and other non-Income Taxes and assessments in respect of the Purchased Assets and any Timberland Leases or Real Property Leases for which Seller has the obligation to pay property or other non-Income Taxes and assessments (including property or other non-Income Taxes and assessments, if any, payable in respect of the Timber LLC Assets), in each case, with respect to the Tax period in which the Effective Time occurs; (iiiii) revenue from the Real Property Leases, including, without limitation, including hunting and other recreational lease revenue; and (iviii) payments, applying to the period beginning at the Effective Time, made by Seller in respect of any Assumed Contract or Timberland Lease, Real Property Lease, Personal Property Lease or Purchased Contract ; and (iv) rents due from Seller under the Timberland Leases (collectively, “Apportionments”). Not later than 60 sixty (60) days after the later of the Closing Date or the date that all the applicable Tax rates have been fixed or the value assessments have been made with respect to all of the Timberlands for the applicable Tax periods in which the Effective Time occursDate, Seller and Parent Purchaser shall determine the Apportionments, and the Closing Purchase Price shall be increased or decreased, as applicable, by the aggregate amount of such Apportionments, except where any applicable Tax rates have not been fixed or the value assessments have not been made and finally determined with respect to all of the Timberlands for the applicable Tax periods in which the Effective Time occurs (Purchaser acknowledging that Seller has instituted or may, at its option, institute before the Closing protests of certain Taxes pursuant to certain Assumed Contracts, the final resolution of which protests may occur after the Closing), in which case the Apportionments will be completed promptly after resolution of the applicable issues. Any payment adjustment to be made pursuant to this Section 2.4 1.8 shall be made no later than three business days (3) Business Days following the determination of the aggregate amount of the Apportionments by wire transfer of immediately available funds to a bank account designated by the payeeApportionments. Seller and Parent Purchaser agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 2.4. Except for the estimated adjustment set forth above, there shall not be any proration of property Taxes or other non-Income Taxes and assessments and, as between the Buying Parties and Seller, the Buying Parties agree that they shall be solely responsible for all such property Taxes and other non-Income Taxes and assessments due and payable in respect of the Purchased Assets after the Closing1.8. If Seller and Parent Purchaser cannot agree as to Apportionments, the dispute will be resolved pursuant to Section 9.57.4.

Apportionments. Except as provided in Section 3.4, (a) All real estate taxes (including special assessments attributable to the following period prior to the Closing) and items of income and expense with respect to each Property shall be apportioned adjusted between the Buying Parties, on one hand, Sellers and Seller, on the other hand, Purchaser as of the Effective Time (on a per diem basis): (i) rents due from Seller under the Timberland LeasesClosing Date. All items of revenue, Real cost and expense of each Property Leases or Personal Property Leases; (ii) property and other non-Income Taxes and assessments in respect of the Purchased Assets and any Timberland Leases or Real Property Leases for which Seller has the obligation to pay property or other non-Income Taxes and assessments (including property or other non-Income Taxes and assessments, if any, payable in respect of the Timber LLC Assets), in each case, with respect to the Tax period in which prior to the Effective Time occurs; (iii) revenue from Closing Date shall be for the Real account of each Owner. All items of revenue, cost and expense of each Property Leases, including, without limitation, hunting and other recreational lease revenue; and (iv) payments, applying with respect to the period beginning from and after the Closing Date shall be for the account of Tenant according to the terms of the Lease. The adjustments hereunder shall be calculated or paid in an amount based upon a fair and reasonable estimated accounting performed and agreed to by representatives of Sellers, Purchaser and Tenant at the Effective TimeClosing. Subsequent final adjustments and payments shall be made in cash or other immediately available funds as soon as practicable after the Closing Date, made by Seller and in respect of any Timberland Lease, Real Property Lease, Personal Property Lease or Purchased Contract event within ninety (collectively, “Apportionments”). Not later than 60 90) days after the later of the Closing Date (provided that such ninety day period shall be extended up to an additional thirty (30) days after the necessary information becomes available for the parties to calculate any necessary adjustments relating to payments of real estate taxes or special assessments), based upon an accounting performed by the date that all Operator and acceptable to Sellers, Purchaser and Tenant. In the applicable Tax rates event the parties have been fixed or the value assessments have been made not agreed with respect to all of the Timberlands for the applicable Tax periods in which the Effective Time occurs, Seller and Parent shall determine the Apportionments, and the Closing Purchase Price shall be increased or decreased, as applicable, by the aggregate amount of such Apportionments. Any payment adjustments required to be made pursuant to this Section 2.4 9.1 within such 90 day period, upon application by any such party, a certified public accountant reasonably acceptable to the parties to such disputed adjustment shall determine any such adjustments which have not theretofore been agreed to between such parties. The charges of such accountant shall be made no later than three business days following the determination of the aggregate amount of the Apportionments by wire transfer of immediately available funds to a bank account designated borne equally by the payee. Seller and Parent agree parties to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 2.4. Except for the estimated adjustment set forth above, there disputed adjustment; provided that Tenant shall not be any proration responsible for the charges of property Taxes or other non-Income Taxes and assessments and, such accountant unless Tenant made an application to resolve such dispute. All adjustments to be made as between a result of the Buying Parties and Seller, final results of the Buying Parties agree that they adjustments shall be solely responsible for all paid to the party entitled to such property Taxes and other non-Income Taxes and assessments due and payable in respect of the Purchased Assets adjustment within thirty (30) days after the Closing. If Seller and Parent cannot agree as to Apportionments, the dispute will be resolved pursuant to Section 9.5final determination thereof.

Apportionments. Except (a) Seller and Purchaser agree to adjust, as provided in Section 3.4of 11:59 p.m. on the day immediately preceding the Closing Date (the "Closing Time"), the following shall be apportioned between (collectively, the Buying Parties, on one hand, "Proration Items"): real estate and Seller, on the other hand, as of the Effective Time (on a per diem basis): (i) rents due from Seller under the Timberland Leases, Real Property Leases or Personal Property Leases; (ii) personal property and other non-Income Taxes taxes and assessments in respect of which are required to be paid for the Purchased Assets and any Timberland Leases or Real Property Leases for which Seller has the obligation to pay property or other non-Income Taxes and assessments (including property or other non-Income Taxes and assessments, if any, payable in respect of the Timber LLC Assets), in each case, with respect to the Tax period calendar year in which the Effective Time Closing occurs; , utility bills (iiiexcept as hereinafter provided), collected Rentals (subject to the terms of (c) revenue from below) and operating expenses and assessments payable by the Real Property Leases, including, without limitation, hunting owner of the Property. Seller will be charged and other recreational lease revenue; and (iv) payments, applying credited for the amounts of all of the Proration Items relating to the period beginning at up to and including the Effective Closing Time, made and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller in respect of any Timberland Lease, Real Property Lease, Personal Property Lease or Purchased Contract and submitted to Purchaser for Purchaser's approval five (collectively, “Apportionments”). Not later than 60 5) days after the later of prior to the Closing Date (the "Closing Statement"). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the date that all preliminary prorations result in a net credit to Purchaser) by increasing or reducing the applicable Tax rates have been fixed or the value assessments have been made with respect cash to all be delivered by Purchaser in payment of the Timberlands for the applicable Tax periods in which the Effective Time occurs, Seller and Parent shall determine the Apportionments, and the Closing Purchase Price shall be increased or decreased, as applicable, by the aggregate amount of such Apportionments. Any payment to be made pursuant to this Section 2.4 shall be made no later than three business days following the determination of the aggregate amount of the Apportionments by wire transfer of immediately available funds to a bank account designated by the payee. Seller and Parent agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 2.4. Except for the estimated adjustment set forth above, there shall not be any proration of property Taxes or other non-Income Taxes and assessments and, as between the Buying Parties and Seller, the Buying Parties agree that they shall be solely responsible for all such property Taxes and other non-Income Taxes and assessments due and payable in respect of the Purchased Assets after at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Time, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Parent cannot agree as to Apportionments, the dispute Purchaser. No prorations will be resolved pursuant made in relation to insurance premiums (except to the extent covered by the proration of Operating Expense Recoveries), and Seller's insurance policies will not be assigned to Purchaser. Final readings and final xxxxxxxx for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. A final reconciliation of Proration Items shall be made by Purchaser and Seller within one hundred and twenty (120) days following the Close of Escrow, subject to any true-up within the survival period. The provisions of this Section 9.57 will survive the Closing for nine (9) months.

Apportionments. Except as provided in Section 3.4Rents, the following shall be apportioned between the Buying Partiesadditional rent, on one handreal estate -------------- taxes, personal property taxes, water, utilities, and Seller, on benefits under any Employee Benefit Plan (including accrued vacation and holidays) (the other hand, as of "Expenses") to the Effective Time (on a per diem basis): extent constituting Agreed Prepaid Expenses that are (i) rents due from Seller under paid by, or on behalf of, ABC on or prior to the Timberland LeasesClosing Date and allocable, Real Property Leases in whole or Personal Property Leases; in part, to any period following the Closing Date, shall be credited to ABC to the extent so allocable, or (ii) unpaid by, or on behalf of ABC on or prior to the Closing Date and allocable, in whole or in part, to any period prior to the Closing Date, shall be credited to Purchaser (the "Credited Liabilities"). In addition, to the extent that, in connection with the assignment of any real property leases by ABC to Purchaser at the Closing, security deposits paid thereunder by ABC are to remain in place on and after Closing, Purchaser shall reimburse ABC for such amounts at Closing. Schedule 1.5(b) hereto lists the categories of prepaid Expenses of ABC expected to exist as of Closing (the "Agreed Prepaid Expenses"). Except for Agreed Prepaid Expenses, no other non-Income Taxes Expenses shall be pro rated as provided above. The parties hereto shall make apportionments as provided above on the Closing Date and assessments in respect corresponding adjustments to the Purchase Price to the extent possible at that time. However, because a number of the Purchased Assets Agreed Prepaid Expenses will not be readily determinable until after the Closing Date, final apportionments cannot be made on that date. Therefore, at such time as ABC and any Timberland Leases or Real Property Leases for which Seller has the obligation to pay property or other non-Income Taxes and assessments (including property or other non-Income Taxes and assessments, if any, payable in respect Purchaser reasonably believe that all of the Timber LLC AssetsAgreed Prepaid Expenses are sufficiently determinable so that charges and credits may be finally allocated in the manner contemplated by this Section 1.5(b), in each case, ABC and Purchaser shall agree with respect to the Tax period allocation of the Agreed Prepaid Expenses and a further adjustment shall be made between the parties hereto. To the extent the net effect of such additional adjustment results in which a credit to ABC, Purchaser shall promptly pay such additional amount to ABC (plus interest on such amount at the Effective Time occurs; (iii) revenue rate of 8% per annum from the Real Property Leases, including, without limitation, hunting and other recreational lease revenue; and (iv) payments, applying Closing Date to the period beginning date of payment), which amount shall be an adjustment to the Purchase Price. To the extent such net effect results in a credit to Purchaser, ABC and the Shareholder shall be jointly and severally liable to promptly pay such additional amount to Purchaser (plus interest on such amount at the Effective Timerate of 8% per annum from the Closing Date to the date of payment), made by Seller in which amount shall be an adjustment to the Purchase Price. In the event that either party gives the other written notice that a dispute exists with respect to the apportionment of any Timberland Lease, Real Property Lease, Personal Property Lease or Purchased Contract (collectively, “Apportionments”). Not later than 60 Agreed Prepaid Expenses and such dispute is not resolved within 20 days after the later other party receives a copy of such notice of dispute, either party may submit such dispute to arbitration in Cleveland, Ohio for final resolution in accordance with the commercial arbitration rules of the Closing Date or American Arbitration Association then in effect. The determination of such arbitrators shall be final and binding upon the date that all the applicable Tax rates have been fixed or the value assessments have been made with respect to all of the Timberlands for the applicable Tax periods in which the Effective Time occurs, Seller and Parent shall determine the Apportionmentsparties hereto, and the Closing Purchase Price fees of such arbitrators in connection with the determination shall be increased or decreased, as applicable, paid by the aggregate amount of such Apportionments. Any payment to be made pursuant to this Section 2.4 shall be made no later than three business days following party against whom the determination of the aggregate amount of the Apportionments by wire transfer of immediately available funds to award was made, or if a bank account designated by the payee. Seller and Parent agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 2.4. Except for the estimated adjustment set forth abovecompromise was made, there shall not be any proration of property Taxes or other non-Income Taxes and assessments and, as between the Buying Parties and Seller, the Buying Parties agree that they shall be solely responsible for all such property Taxes and other non-Income Taxes and assessments due and payable in respect of the Purchased Assets after the Closing. If Seller and Parent cannot agree as to Apportionments, the dispute will be resolved pursuant to Section 9.5shared equally.

Apportionments. Except as provided in Section 3.4, (a) All real estate taxes (excluding special assessments attributable to the following period prior to the Closing which shall be apportioned Sellers’ responsibility), utility, security deposits under the Occupancy Agreements, and any other deposits in connection with Property operations (other than security amounts described in the Assumption Documents or otherwise contemplated by the Loan Documents), and items of income and expense with respect to each Property shall be prorated between the Buying PartiesSellers and Purchaser based upon amounts due and payable, on one handan accrual basis, in the calendar year or calendar month, as applicable, in which the Closing Date occurs except as set forth below. All prorations of real estate taxes shall be based upon the most recent available full year’s tax bills, and, if applicable, subject to re-proration when the actual tax xxxx for the applicable fiscal tax year in which the Closing occurs is received. Sellers shall receive a credit for any reserves held by Lender pursuant to the Loan Documents, for any and all prepaid interest related to the Loans and applicable to any period from and after the Closing Date, and if Seller’s interest rate cap is assumed by Purchaser, on the other handall prepaid amounts related thereto (and if such cap is not assumed by Purchaser, as of the Effective Time (on a per diem basis): (i) rents due from Seller under the Timberland Leases, Real Property Leases or Personal Property Leases; (ii) property and other non-Income Taxes and assessments in respect of the Purchased Assets and Sellers shall be entitled to any Timberland Leases or Real Property Leases for which Seller has the obligation to pay property proceeds or other non-Income Taxes benefits derived from such interest rate caps). All items of revenue, cost and assessments (including property or other non-Income Taxes and assessments, if any, payable in respect expense of the Timber LLC Assets), in each case, Property with respect to the Tax period in which prior to the Effective Time occurs; (iii) revenue from Closing Date shall be for the Real account of each Seller. All items of revenue, cost and expense of each Property Leases, including, without limitation, hunting and other recreational lease revenue; and (iv) payments, applying with respect to the period beginning from and after the Closing Date shall be for the account of Purchaser. Prorations of revenue shall be based upon amounts actually collected, and any amounts collected after Closing shall be prorated between the parties, applied to the oldest receivables first. The adjustments hereunder shall be calculated or paid in an amount based upon a fair and reasonable estimated accounting performed and agreed to by Representatives of Sellers and Purchaser at the Effective TimeClosing. Subsequent final adjustments and payments shall be made in cash or other immediately available funds as soon as practicable after the Closing Date, made by Seller and in respect of any Timberland Lease, Real Property Lease, Personal Property Lease or Purchased Contract event within ninety (collectively, “Apportionments”). Not later than 60 90) days after the later of the Closing Date (provided that such ninety day period shall be extended up to an additional thirty (30) days after the necessary information becomes available for the parties to calculate any necessary adjustments relating to payments of real estate taxes or special assessments), based upon an accounting performed by Manager and acceptable to Sellers and Purchaser. In the date that all event the applicable Tax rates parties have been fixed or the value assessments have been made not agreed with respect to all of the Timberlands for the applicable Tax periods in which the Effective Time occurs, Seller and Parent shall determine the Apportionments, and the Closing Purchase Price shall be increased or decreased, as applicable, by the aggregate amount of such Apportionments. Any payment adjustments required to be made pursuant to this Section 2.4 9.1 within such ninety (90) day period, upon application by any such party, a certified public accountant reasonably acceptable to the parties to such dispute shall determine any such adjustments which have not theretofore been agreed to between such parties. The charges of such accountant shall be borne equally by the parties to such disputed adjustment. All adjustments to be made no later than three business days following the determination as a result of the aggregate amount final results of the Apportionments by wire transfer of immediately available funds to a bank account designated by the payee. Seller and Parent agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 2.4. Except for the estimated adjustment set forth above, there shall not be any proration of property Taxes or other non-Income Taxes and assessments and, as between the Buying Parties and Seller, the Buying Parties agree that they adjustments shall be solely responsible for all paid to the party entitled to such property Taxes and other non-Income Taxes and assessments due and payable in respect of the Purchased Assets adjustment within thirty (30) days after the Closing. If Seller and Parent cannot agree as to Apportionments, the dispute will be resolved pursuant to Section 9.5final determination thereof.

Apportionments. (a) Except as provided in Section 3.42.3, the following shall be apportioned between the Buying Parties, on one hand, Pre-Closing and Seller, on the other hand, as of the Effective Time Post-Closing Periods (on a per diem basis): (i) rents due from Seller under the Timberland Leases, Real Property Leases or Personal Property Leases; (ii) property and Taxes (other non-than Income Taxes Taxes) and assessments arising or resulting from or in respect connection with the ownership of any of the Purchased Assets and any Timberland Leases or Real Property Leases for which Seller has the obligation to pay Property, including without limitation all property or other non-Income Taxes and assessments (including property or other non-Income Taxes and assessments, if any, payable in respect of the Timber LLC Assets), in each case, with respect to the Tax period in which the Effective Time occursTaxes; (iii) revenue from the Real Property Leases, includingincluding agricultural, without limitationgrazing, hunting and other recreational lease revenue; and (iv) payments, applying to the period beginning at the Effective Time, made by Seller in respect of any Timberland Lease, Real Property Lease, Personal Property Lease or Purchased Contract Assumed Contract; and (v) utilities provided to the Timberlands (if any) (collectively, “Apportionments”). Not later than 60 days after the later of Prior to the Closing Date or the date that all the applicable Tax rates have been fixed or the value assessments have been made with respect to all of the Timberlands for the applicable Tax periods in which the Effective Time occursDate, Seller and Parent Buyer shall determine the Apportionments, and the Closing Purchase Price payment shall be increased made in cash by Buyer to Seller (if the Apportionments result in a net credit to Seller) or decreased, as applicable, by Seller to Buyer (if the aggregate Apportionments result in a net credit to Buyer). If the actual amount of Apportionment item is not known at such Apportionmentstime, the determination of such Apportionment shall be completed (and any associated payments made) when actual figures are available. Any payment payments to be made pursuant to this Section 2.4 1.8 shall be treated as an adjustment to the Purchase Price for the Property to the extent permitted by law, and be made no later than three business days (3) Business Days following the determination of the aggregate amount of the Apportionments by wire transfer of immediately available funds to a bank account designated by the payeeapplicable Apportionments. Seller and Parent Buyer agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 2.4. Except 1.8 Notwithstanding the foregoing, Buyer shall be responsible for any additional or supplemental Taxes (including, for the estimated adjustment set forth aboveavoidance of doubt, there shall not be Taxes attributable to Pre-Closing Periods) that may result from a reassessment of the Timberlands (other than due to a failure of Seller to maintain the current use valuation of the Timberlands that has occurred or occurs on or after the establishment of a current use valuation and prior to the Closing), and, to the extent caused by Buyer’s removing the Property from or failure of Buyer to timely apply for maintenance of, the Property’s present classification or changes subsequent to the Closing Date in use, (i) any proration of property potential roll-back or greenbelt type Taxes related to any agricultural, forest or open space exemption that is subject to recapture pursuant to applicable Law and (ii) any recapture, reassessment, roll-back Taxes or other non-Income Taxes and assessments and, as between the Buying Parties and Seller, the Buying Parties agree that they shall be solely responsible for all such property Taxes and other non-Income Taxes and assessments due and payable changes in respect of the Purchased Assets after the Closing. If Seller and Parent cannot agree as to Apportionments, the dispute will be resolved pursuant to Section 9.5Tax assessments.