Common use of Property Taxes Clause in Contracts

Property Taxes. All Property Taxes which have become due and payable upon any of the Purchased Assets on or before the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller shall be liable for all such Property Taxes apportioned to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five (5) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Period.

Property Taxes. All Property property Taxes relating to the Assets which have become are due and payable upon any of the Purchased Assets on or before prior to the Closing Date shall be paid by Seller on or before the Closing, together with Seller; any penalty or interest thereon, to the relevant Governmental Authority. All Property such property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that which are due and payable after the Closing Date shall be paid by Buyer. In the case of property Taxes that are payable with respect to a Straddle Period (taking into account whether taxable period that begins before the Closing Date and ends after the Closing Date, the portion of any such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) property Tax that is allocable to the portion of the taxable period beginning before and ending on the Closing Date (shall be deemed to be the “Pre-Transfer Period”) and (ii) amount of such property Taxes for the entire taxable period beginning multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on the day immediately after the Closing Date and the denominator of which is the total number of days in the taxable period. The portion of any such property Tax that is allocable to the portion of the taxable period beginning the day following the Closing Date shall be deemed to be the amount of such property Tax not allocated to the portion of the taxable period ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing Date. With respect to such property Taxes paid by Seller, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or Buyer shall reimburse for any overpayment Seller within thirty (30) days after of notice thereof for the actual amount becomes knownportion of such property Taxes paid that is allocable to the portion of the taxable period which begins the first day following the Closing Date. With respect to such property Taxes paid by Buyer, Seller shall be liable reimburse Buyer within thirty (30) days of notice thereof for all the portion of such Property property Taxes apportioned paid that is allocable to the Pre-Transfer Period and Buyer portion of the taxable period ending on the Closing Date. Any Tax Returns that must be filed in connection with property Taxes shall be liable prepared and filed when due by the party primarily or customarily responsible under the applicable local Law for all filing such Property Taxes apportioned Tax Returns, and such party shall provide such Tax Returns to the Post-Transfer Period. No later than fifteen other party for its review and approval at least ten (1510) days prior to the due date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five (5) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Periodsuch Tax Returns.

Property Taxes. All Property Taxes which have become due and payable upon any of the Purchased Assets on or before the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller shall be liable responsible for all ad valorem Taxes, property Taxes, and similar obligations (“Property Taxes”) applicable to the Assets for any period prior to the Effective Time, and Buyer shall be responsible for all such Property Taxes for any period that begins on or after the Effective Time. With respect to the 2013 Tax period in which the Effective Time occurs (the “Current Tax Period”), such Property Taxes shall be apportioned between Seller and Buyer as of the Effective Time based on the Current Tax Period’s assessed value at the most current Tax rate. The apportionment method shall be an allocation based on the number of days the Assets were owned. The amount apportioned to the Pre-Transfer Period and Seller shall be the number of days the Assets were owned from January 1, 2013 to the day prior to the Effective Time. The amount apportioned to the Buyer shall be liable for all such Property Taxes apportioned the number of days the Assets were owned from the Effective Time to the Post-Transfer PeriodDecember 31, 2013. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to reimburse Buyer at Closing or in connection with any post-closing settlement provided for herein the amount of any Pre-Transfer Property Taxes allocated to Seller pursuant to this Section 12.1 that are paid or are to be paid by Buyer. Buyer shall file the Tax Return (unless previously filed by Seller) with respect to the Current Tax Period and other shall pay any Taxes shown due with respect thereto, subject to Buyer’s right to reimbursement for the portion allocable to Seller pursuant to this Section 12.1. Buyer agrees to reimburse Seller at Closing or in connection with any post-closing settlement provided for herein the amount of any Property Taxes allocated to Buyer pursuant to this Section 12.1 that are paid or to be paid by Seller. If the Property Taxes pursuant to the preceding provisions of this Section 12.1 (the “Estimated Property Taxes”) are different than the actual Property Taxes for the Current Tax Period, Buyer and Seller agree to co-operate in good faith and readjust the amount of Property Taxes for which Buyer and Seller is are liable under this Section 5.4 and which remain unpaid 12.1 by means of a payment from Seller to Buyer or Buyer to Seller, as of the Closing Date. Within five (5) days after case may be, in order to true-up the Closing Date, Buyer shall reimburse Seller for all Estimated Property Taxes paid by Seller with the actual Taxes that are apportioned to owed for the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Current Tax Period.

Property Taxes. All (a) Parent and each Seller, as applicable, shall be liable for and shall promptly pay when due all Property Taxes which have become due and payable upon any of the Purchased Assets on or before the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority levied with respect to the Purchased Assets that are due and payable with respect the Business attributable to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Closing Tax Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller shall be liable for all such Property Taxes apportioned to the Pre-Transfer Period and Buyer shall be liable for and shall promptly pay when due all such Property Taxes apportioned levied with respect to the Purchased Assets and the Business attributable to a Post-Transfer Closing Tax Period. No In the event Buyer, Parent or any Seller makes any payment for which it is entitled to reimbursement under this Section 6.03, the applicable party shall make such reimbursement promptly but in no event later than ten (10) days after the presentation of a statement setting forth, in reasonable detail, the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. (b) Parent shall prepare or cause to be prepared and timely file or cause to be timely filed (taking into account all extensions properly obtained) when due all Tax Returns with respect to Property Taxes related to the Purchased Assets or the Business for all taxable periods that end on or before the Closing Date. The amount of Taxes for which Buyer is liable with respect to the Tax Returns filed pursuant to this Section 6.03(b) shall be paid by Buyer to the Seller within ten (10) days after the filing of the relevant Tax Return. (c) Buyer shall prepare or cause to be prepared and timely file or cause to be timely filed (taking into account all extensions properly obtained) when due all Tax Returns required to be filed after the Closing Date with respect to Property Taxes related to the Purchased Assets and the Business, for all Straddle Periods and Post-Closing Tax Periods. To the extent that any such Tax Return relates to a Straddle Period, such Tax Returns shall be prepared and filed in a manner consistent with past practice, except to the extent required by Law. If any such Tax Return reflects a Tax for which Parent or any Seller may be liable pursuant to this Section 6.03, Buyer shall cause each such Tax Return, together with a statement setting forth Buyer’s determination of the reimbursement to which it is entitled under this Section 6.03, together with such supporting evidence as is reasonably necessary to calculate the proration amount, to be delivered to Parent for its review and comment at least fifteen (15) days prior to the due date thereoffor such Tax Return (taking into account all extensions properly obtained), Seller and shall pay incorporate any revisions to Buyer the such Tax Returns as may be reasonably requested by Parent. The amount of any Pre-Transfer Period and other Property Taxes for which Parent or any Seller is liable under with respect to the Tax Returns filed pursuant to this Section 5.4 and which remain unpaid as of the Closing Date. Within five 6.03(c) shall be paid by Parent or such Seller to Buyer within ten (510) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to filing of the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Periodrelevant Tax Return.

Property Taxes. (i) The HD Group shall be responsible for and shall promptly pay when due all Property Taxes levied with respect to the LiveWire Assets or the LiveWire Business attributable to any Pre-Separation Time Tax Period, and the LiveWire Group shall be responsible for and shall promptly pay when due all Property Taxes levied with respect to the LiveWire Assets or the LiveWire Business attributable to any Post-Separation Time Tax Period. (ii) All Property Taxes levied with respect to the LiveWire Assets for a Straddle Period shall be apportioned between the HD Group and the LiveWire Group based on the number of days of such Straddle Period included in the Pre-Separation Time Tax Period and the number of days of such Straddle Period included in the Post-Separation Time Tax Period. The HD Group shall be responsible for the proportionate amount of such Property Taxes that is attributable to the Pre-Separation Time Tax Period, and the LiveWire Group shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Separation Time Tax Period. (iii) Upon receipt of any bill for such Property Taxes, HD or LiveWire, as applicable, shall present a statement to the other setting forth the amount of reimbursement to which have become due and payable upon any of each is entitled under this Section 6.2 together with such supporting evidence as is reasonably necessary to calculate the Purchased Assets on or before the Closing Date proration amount. The proration amount shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, Party owing it to the relevant Governmental Authorityother within ten (10) days after delivery of such statement. All Property Taxes imposed by any Governmental Authority with respect to In the Purchased Assets event that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day member of the relevant taxable period HD Group or the LiveWire Group makes any payment for which it is entitled to reimbursement under this Section 6.2, the applicable Party shall make such reimbursement promptly but in no event later than ten (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (3010) days after the actual amount becomes known. Seller shall be liable for all such Property Taxes apportioned to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to Buyer presentation of a statement setting forth the amount of reimbursement to which the presenting Party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. (iv) LiveWire shall be entitled to any Pre-Transfer Period refund (and other any interest thereon received from the applicable Tax authority) of Property Taxes for which Seller LiveWire is liable under this Section 5.4 hereunder, and HD shall be entitled to any refund (and any interest thereon received from the applicable Governmental Entity) of Property Taxes for which remain unpaid as of the Closing DateHD is liable hereunder. Within five The applicable Party receiving a refund to which another Party is entitled hereunder shall pay over such refund to such other Party within ten (510) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Periodsuch refund is received.

Property Taxes. All (i) Sellers shall be allocated and bear all Property Taxes which have become due and payable upon attributable to (A) any of the Purchased Assets on or before Tax period ending prior to the Closing Date shall be paid by Seller on or before and (B) the Closing, together with portion of any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately prior to the Closing Date. Buyers shall bear and be allocated all Property Taxes attributable to (A) any Tax period beginning on or after the Closing Date and ending (B) the portion of any Straddle Period beginning on the last day Closing Date. The Purchase Price shall be adjusted at the Closing Date by the amount of unpaid Property Taxes allocable to Buyers and Sellers, as applicable. To the extent the actual amount of Property Taxes is not determinable at the Closing Date, Buyers and Sellers shall utilize the most recent information available in estimating the adjustment to the Purchase Price pursuant to Section 2.5. Upon determination of the relevant taxable period actual amount of Property Taxes, Sellers shall pay to Buyers any additional amount necessary to equal Sellers’ share of the Property Taxes; in the event the amount paid by Sellers at the Closing Date exceeds Sellers’ share of Property Taxes, Buyers shall refund any such overage to Sellers. (ii) For purposes of determining the “Post-Transfer Period”). In performing such apportionmentallocations described in clause (i) above, all Property Taxes shall be prorated between Sellers and Buyers based on their relative number of days of ownership of the assumption that an equal Assets during the Straddle Period. Sellers’ portion shall be determined by multiplying the total amount of such Property Tax applies to each day Taxes imposed for the entire Straddle Period by a fraction the numerator of which is the number of days in the portion of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of Straddle Period which ends one (1) day immediately prior to the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration denominator of which is the total number of days in the entire Straddle Period; and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller Buyers’ portion shall be liable for all determined by subtracting Sellers’ portion (as determined in accordance with preceding clause of this sentence) from the total amount of such Property Taxes apportioned to imposed for the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five (5) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a entire Straddle Period.

Property Taxes. All ad valorem taxes, property taxes, and similar obligations (“Property Taxes which have become due and payable upon any of the Purchased Assets on or before the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, Taxes”) applicable to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority Assets with respect to the Purchased Assets that are due and payable with respect to a Straddle Period 2012 Tax period in which the Effective Time occurs (taking into account whether such Property Taxes are payable in advance or in arrearsthe “Current Tax Period”) shall be apportioned between (i) the period beginning before Seller and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known Buyer as of the Effective Time based on the Current Tax Period’s assessment. The apportionment method shall be an allocation based on the number of days the Assets were owned. The amount apportioned to the Seller shall be the number of days the Assets were owned from January 1, 2012 to the day prior to the Effective Time. The amount apportioned to the Buyer shall be the number of days the Assets were owned from the Effective Time to December 31, 2012. Seller shall reimburse Buyer for Seller’s portion of the Current Tax Period at Closing Dateor in connection with any post-closing settlement provided for herein. Buyer shall file the Tax Return (unless previously filed by Seller) with respect to the Current Tax Period and shall pay any Taxes shown due with respect thereto, subject to Buyer’s right to reimbursement for the portion allocable to Seller pursuant to this Section 12.1, regardless of the taxing agency’s basis for calculating such proration will Taxes. If Seller pays the Property Taxes assessed for the Current Tax Period, Buyer agrees to reimburse Seller for Buyer’s portion of said Taxes at Closing or in connection with any post-closing settlement provided for herein. For the avoidance of doubt, the settlement of Property Taxes for the Current Tax Period at Closing shall be based on the previous year’s 2012 property Tax assessment of such item if known at Closing, and otherwise shall be based on the 2011 property Tax assessment. If the settlement and Closing is based on the 2011 property Tax assessment, the current Tax Period property Taxes will be promptly recalculated based on the 2012 property Tax assessment as soon as the assessment is received and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after Party that underpaid the actual amount becomes known. Seller shall be liable for all such 2012 Property Taxes apportioned to at Closing shall promptly reimburse the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five (5) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle PeriodParty.

Property Taxes. All Property Taxes which have become due and payable upon any of the Purchased Assets on or before the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller shall be liable responsible for all ad valorem Taxes, property Taxes, and similar obligations (“Property Taxes”) applicable to the Assets for any period prior to the Effective Time, and Buyer shall be responsible for all such Property Taxes for any period that begins on or after the Effective Time. With respect to the Tax period in which the Effective Time occurs (the “Current Tax Period”), such Property Taxes shall be apportioned between Seller and Buyer as of the Effective Time based on the Current Tax Period’s assessed value at the most current Tax rate. The apportionment method shall be an allocation based on the number of days the Assets were owned. The amount apportioned to Seller shall be the Pre-Transfer number of days the Assets were owned from the beginning of the Current Tax Period and to the day prior to the Effective Time. The amount apportioned to Buyer shall be liable for all such Property Taxes apportioned the number of days the Assets were owned from the Effective Time to the Post-Transfer end of the Current Tax Period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to reimburse Buyer at Closing or in connection with any post-closing settlement provided for herein the amount of any Pre-Transfer Property Taxes allocated to Seller pursuant to this Section 11.1 that are paid or are to be paid by Buyer. Buyer shall file the Tax Return (unless previously filed by Seller) with respect to the Current Tax Period and other shall pay any Property Taxes shown due with respect thereto, subject to Buyer’s right to reimbursement for the portion allocable to Seller pursuant to this Section 11.1. Buyer agrees to reimburse Seller at Closing or in connection with any post-closing settlement provided for herein the amount of any Property Taxes allocated to Buyer pursuant to this Section 11.1 that are paid or to be paid by Seller. If the Property Taxes pursuant to the preceding provisions of this Section 11.1 (the “Estimated Property Taxes”) are different than the actual Property Taxes for the Current Tax Period, Buyer and Seller agree to co-operate in good faith and readjust the amount of Property Taxes for which Buyer and Seller is are liable under this Section 5.4 and which remain unpaid 11.1 by means of a payment from Seller to Buyer or Buyer to Seller, as of the Closing Date. Within five (5) days after case may be, in order to true-up the Closing Date, Buyer shall reimburse Seller for all Estimated Property Taxes paid by Seller with the actual Property Taxes that are apportioned to owed for the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Current Tax Period.

Property Taxes. All Seller shall pay all Taxes (as defined below) on the Property payable prior to the Closing and Purchaser shall be responsible for all Taxes which have become due and on the Property payable upon any on or after the Closing. Taxes payable in 2010 shall be prorated as of the Purchased Assets date of Closing based on or before the actual number of days in the calendar year of Closing Date and Seller shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that are due and payable with respect to receive a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) credit at Closing for the period beginning before and ending on from the date of Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on to the last day of the relevant taxable period (year. As used herein, the term “Post-Transfer Period”)Taxes” shall mean any and all City, state, county, and school district ad valorem taxes based on the ad valorem tax bills for the Property, if then available, or if not, then on the basis of the latest available tax figures and information. In performing such apportionmentaddition, all if after Closing there is an adjustment or reassessment by any governmental authority with respect to, or affecting, any Taxes for the Property Taxes payable in the year of Closing or any prior year, any additional tax payment for the Property required to be paid in the year of Closing shall be prorated on between Purchaser and Seller and any such additional tax payment for the assumption that an equal amount Property for any year prior to the year of Property Tax applies Closing shall be paid by Seller. Subject to each day the rights of the relevant taxable period regardless of how installment payments are billed or made. If Tenants under the actual amount of any such item is not known as of the Closing DateLeases, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller shall be liable entitled to any and all refunds of Taxes attributable to periods for all such Property Taxes apportioned which Seller or its predecessors paid the Taxes. In the event any certiorari or similar proceeding of Seller relating solely to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days a period prior to the due date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller Closing continues or is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five (5) days pending after the Closing Datedate of Closing, Buyer upon notice to Seller, Purchaser shall reimburse Seller for all Property Taxes paid by Seller that are apportioned be entitled to prosecute or settle such proceeding on Seller’s behalf. This agreement shall expressly survive the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle PeriodClosing.

Property Taxes. All Property property Taxes relating to the Transferred Assets which have become are due and payable upon any of the Purchased Assets on or before prior to the Closing Date shall be paid by Seller on or before the Closing, together with Seller; any penalty or interest thereon, to the relevant Governmental Authority. All Property such property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that which are due and payable after the Closing Date shall be paid by Purchaser. In the case of property Taxes that are payable with respect to a Straddle Period (taking into account whether taxable period that begins before the Closing Date and ends after the Closing Date, the portion of any such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) property Tax that is allocable to the portion of the taxable period beginning before and ending on the Closing Date (shall be deemed to be the “Pre-Transfer Period”) and (ii) amount of such property Taxes for the period beginning entire taxable period, multiplied by a fraction the numerator of which is the number of days ending on the day immediately after the Closing Date and the denominator of which is the total number of days in the taxable period. The portion of any such property Tax that is allocable to the portion of the taxable period beginning the day following the Closing Date shall be deemed to be the amount of such property Tax not allocated to the portion of the taxable period ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing Date. With respect to such property Taxes paid by Seller, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or Purchaser shall reimburse for any overpayment Seller within thirty (30) days after of notice thereof for the actual amount becomes knownportion of such property Taxes paid that is allocable to the portion of the taxable period which begins the first day following the Closing Date. With respect to such property Taxes paid by Purchaser, Seller shall be liable reimburse Purchaser within thirty (30) days of notice thereof for all the portion of such Property property Taxes apportioned paid that is allocable to the Pre-Transfer Period and Buyer portion of the taxable period ending on the Closing Date. Any Tax Returns that must be filed in connection with property Taxes shall be liable prepared and filed when due by the party primarily or customarily responsible under the applicable local law for all filing such Property Taxes apportioned Tax Returns, and such party will use its commercially reasonable efforts to provide such Tax Returns to the Post-Transfer Period. No later than fifteen other party at least ten (1510) days prior to the due date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five (5) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Periodsuch Tax Returns.

Property Taxes. All Property Taxes which have become due and payable upon any of the Purchased Assets on or before the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority Sellers with respect to the Purchased Assets that are due (including, without limitation, property Taxes payable as a tenant or lessee under any lease) will be pro-rated as of the Closing Date and, notwithstanding any other provision of this Agreement, the economic burden of any such property Tax will be borne by (i) the Sellers for all Pre-Closing Periods and payable the portion of any Straddle Period through the Closing Date; and (ii) by the Buyer for all Post-Closing Periods and the portion of any Straddle Period after the Closing Date. Accordingly, notwithstanding any other provision of this Agreement, (i) if Sellers pay such a property Tax with respect to a Post-Closing Period or the portion of Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller shall be liable for all such Property Taxes apportioned to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five (5) days after the Closing Date, Buyer shall will reimburse Seller Sellers within fifteen (15) days after receiving from Sellers written demand for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. amount of such property Tax, and (ii) if Buyer shall pay all Property Taxes which become due and payable after the Closing Date pays such a property Tax with respect to a Pre-Closing Period or the portion of a Straddle Period through the Closing Date, Sellers will reimburse Buyer within fifteen (15) days after receiving from Buyer written demand for the amount of such property Tax. For purposes of pro-rating property Taxes, the amount of any property Tax attributable to the portion of a Straddle Period through the Closing Date shall be deemed to be the amount of such property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period through the Closing Date and the denominator of which is the number of days in the entire Straddle Period. In determining the Straddle Period for property Taxes, the Tax period as reflected on the statement of Taxes due, property Tax ▇▇▇▇, property “tax ticket,” or any other request for payment from a Governmental Authority will determine the taxable period.

Property Taxes. All Property Taxes which have become due and payable upon any of the Purchased Assets on or before the Closing Date THE TENANT shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, pay to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect Landlord, in addition to the Purchased Assets that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) base rent specified, as additional rent, the period beginning before and ending property taxes assessed on the Closing Date (Demised Premises, which said property taxes are assessed separately for the “Pre-Transfer Period”) commercial property and (ii) for the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionmentresidential property, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not municipally known as of the Closing Date1786 Allanport Road, such proration Thorold. Such property taxes will be estimated annually based on the previous year’s 's assessment plus a Two percent (2%) increase and be payable monthly, in advance together with the monthly base rent, together with Harmonized Sales Tax ("HST"). The Landlord agrees that upon it receiving the Final Property Tax Bills in each year of such item and the parties hereto Lease term granted herein, it will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller shall be liable for all such Property Taxes apportioned to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to Buyer precisely calculate the amount of any Pre-Transfer Period and other Property Taxes the property taxes payable by the Tenant for that year of the Lease term for which Seller is liable under this Section 5.4 the monthly tax portion was estimated and which remain unpaid as provide to the Tenant copies of the Closing Date. Within five (5) days after said Final Property Tax Bills together with a Statement verifying what the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become Tenant has paid; what is accurately due and payable after to and including the Closing Date end of the current year in the term of the Lease; and what the estimated property tax portion of Additional Rent the Tenant will be required to include in the post-dated cheques to be delivered by the Tenant to the Landlord for the next year of the lease term. At the end of each year of the Lease term, the Landlord agrees it will refund any overpayment that the Tenant may have made, including HST; and the Tenant agrees that if there is a deficiency in the amount of property taxes prepaid for that year of the term, it will immediately remit the shortfall, together with respect HST, to a Straddle Periodthe Landlord. The Landlord states that the 2010 Property taxes assessed on the whole of the Demised Premises amounts to Twenty-seven Thousand, Four Hundred and Four 38/100 Dollars ($27,404.38). The additional rent payable to the Landlord for property taxes for the first year of the lease term amounts to Two Thousand, Three Hundred and Thirty Dollars ($2,330.00) per month, together with HST, based on estimated 2011 property taxes of Twenty-Seven Thousand, Nine Hundred and Sixty Dollars ($27,960.00).

Property Taxes. All (a) Tenant shall pay all "Property Taxes which have become due and payable upon any of Taxes" (as defined below) applicable to the Purchased Assets on or before Premises during the Closing Date Term. Each payment shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that are due and payable with respect to a Straddle Period made at least ten (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller shall be liable for all such Property Taxes apportioned to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (1510) days prior to the due delinquency date of such payment; provided, however, that if in connection with any financing obtained by Landlord on the Premises or any portion thereof, Seller Landlord is required to pay into an impound account any sums due as Property taxes, then Tenant shall pay such sums to Buyer Landlord in satisfaction of Tenant's obligation to pay such sums due as Property taxes as additional rent and without deduction or offset on or before the first day of each and every month during which said sums are required to be impounded. Tenant shall promptly furnish Landlord with evidence satisfactory to Landlord that Property taxes have been paid. If any Property Taxes due with respect to the Premises shall cover any period of time prior to or after the expiration of the Term, Tenant's share of such Property Taxes shall be equitably prorated to cover only the period of time within the tax fiscal year during which this Lease shall be in effect. If Tenant shall fail to pay any Property Taxes, Landlord shall have the right, but not the obligation, to pay the same, in which case Tenant shall repay such amount to Landlord with Tenant's next Rent installment. (b) As used herein, the term "Property Taxes" shall include any form of general or special assessment, license fee, commercial rental tax, levy, penalty, or tax (other than inheritance or estate taxes) imposed by any authority having the direct or indirect power to tax, including any city, county, state or federal government, or any school, agricultural, lighting, drainage or other improvement district, or any part of part thereof, or against any legal or equitable interest of Landlord's right to rent or other income therefrom (but exclusive of taxes levied on or computed by reference to Landlord's net income as a whole), or against Landlord's business of leasing the Premises, it being the intention of the parties hereto that the Rent to be paid hereunder shall be paid to Landlord absolutely net, without deduction of any Pre-Transfer Period and other nature whatsoever, foreseeable or unforeseeable. (c) If the Premises are not separately assessed, Tenant's liability shall be an equitable proportion of the Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as all of the Closing Dateland and improvements included within the tax parcel assessed, such proportion to be determined by Landlord from the respective valuations assigned in the assessor's work sheet or such other information as may be reasonably available. Within five Landlord's reasonably determination thereof, in good faith, shall be conclusive. (5d) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer Tenant shall pay prior to delinquency all taxes assessed against the levied upon trade fixtures, furnishings, equipment and all other personal property of Tenant contained on the Premises or elsewhere. When possible, Tenant shall cause such trade fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the Premises. (e) As between the parties hereto, Tenant alone shall have the duty of attending to, making or filing any declaration, statement or report which may be provided or required by law as the basis of or in connection with the determination, equalization, reduction or payment of any Property Taxes which are to be borne or paid or which may become due payable by Tenant under the provisions of this paragraph and payable after Landlord shall not be or become responsible to Tenant therefor, nor for the Closing Date with respect to a Straddle Periodcontents of any such declaration, statement or report.

Property Taxes. To the extent not otherwise provided in this Agreement, Sellers shall be responsible for and shall promptly pay when due all Property Taxes levied with respect to the Purchased Assets attributable to the Pre-Closing Tax Period. All Property Taxes which have become due and payable upon any of levied with respect to the Purchased Assets for the Straddle Period shall be apportioned between the Buyers and Sellers based on or the number of days of such Straddle Period included in the Pre-Closing Tax Period and the number of days of such Straddle Period included in the Post-Closing Tax Period. The Sellers shall be liable for the proportionate amount of such Property Taxes that is attributable to the Pre-Closing Tax Period, and the Buyers shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period. In the case of all other Taxes, the portion of such Taxes allocable to the period before the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated computed on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of ended on the Closing Date. Upon receipt of any ▇▇▇▇ for such Property Taxes, the Buyers or the Sellers, as applicable, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 6.6(d) together with such supporting evidence as is reasonably necessary to calculate the proration will amount. The proration amount shall be based on paid by the previous year’s assessment party owing it to the other within ten (10) days after delivery of such item and statement. In the parties hereto will adjust event that the Buyers or the Sellers make any payment for which it is entitled to reimbursement under this Section 6.6(d), the applicable party shall make such proration and pay any underpayment or reimburse for any overpayment within thirty reimbursement promptly but in no event later than ten (3010) days after the actual amount becomes known. Seller shall be liable for all such Property Taxes apportioned to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to Buyer presentation of a statement setting forth the amount of any Pre-Transfer Period and other Property Taxes for reimbursement to which Seller the presenting party is liable under this Section 5.4 and which remain unpaid entitled along with such supporting evidence as is reasonably necessary to calculate the amount of the Closing Date. Within five (5) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Periodreimbursement.

Property Taxes. All New Mexico Property Tax, New Mexico Oil and Gas Production Equipment Ad Valorem Tax, Texas Property Tax, and other property and similar Taxes (“Property Taxes”) applicable to the Assets with respect to the 2010 Tax period in which the Effective Time occurs (the “Current Tax Period”) shall be apportioned between Sellers, on the one hand, and Buyer, on the other hand, as of the Effective Time based on the Current Tax Period’s assessment. The apportionment method shall be an allocation based on the number of days the Assets were owned. The amount apportioned to the Sellers shall be the number of days the Assets were owned from January 1, 2010 to the day prior to the Effective Time. The amount apportioned to the Buyer shall be the number of days the Assets were owned from the Effective Time to December 31, 2010. Sellers shall reimburse Buyer for Sellers’ portion of the Current Tax Period at Closing or in connection with any post-closing settlement provided for herein. Each Party shall be responsible for the Property Taxes which have become due apportioned to it pursuant to this Section 12.1, to the extent not previously paid or credited to the other Party. Subject to the preceding sentence, Buyer shall pay, and payable upon any defend and hold Sellers harmless, with respect to payment of all Property Taxes on the Assets for the Current Tax Period and thereafter, regardless of the Purchased Assets on or before the Closing Date shall be paid by Seller on or before the Closingtaxing agency’s basis for calculating such Taxes, together with any interest or penalties assessed thereon. If Sellers pay the Property Taxes assessed for the Current Tax Period, Buyer agrees to reimburse Sellers for Buyer’s portion of said Taxes at Closing or in connection with any post-closing settlement provided for herein, but only to the extent a downward adjustment has not been made to the Base Purchase Price in respect of such Property Taxes pursuant to this Agreement. With regard to any special or general assessments against any of the Assets which are payable in installments, Sellers shall be responsible for all assessments which relate to periods before the Effective Time, and Buyer shall be responsible for all assessments which relate to periods on or after the Effective Time. After Closing, the Party (the “Paying Party”) receiving a Property Tax ▇▇▇▇ or notice applicable to the Assets for the Current Period shall promptly notify the other Party or Parties that may be responsible for a portion of such Property Taxes pursuant to this Section 12.1 (the “Reimbursing Party”) in writing, and the Paying Party shall pay such Property Tax ▇▇▇▇ prior to the last day such Property Taxes may be paid without penalty or interest thereoninterest. Upon receipt of the written notice from the Paying Party, which shall include appropriate supporting documentation, the Reimbursing Party shall promptly pay the Paying Party any amount equal to the relevant Governmental Authorityportion of the Taxes for which the Reimbursing Party is liable under this Agreement. All The Parties shall reasonably cooperate with each other after Closing with respect to any Property Taxes imposed Tax assessment or valuation (or protest in connection therewith) by any Governmental Authority with respect to the Purchased Assets that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Current Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller shall be liable for all such Property Taxes apportioned to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five (5) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Period.

Property Taxes. All Property Taxes Seller and Purchaser acknowledge that city, -------------- state, county, and school district ad valorem taxes which have become due and payable upon any shall accrue during the period from the commencement of construction of the Purchased Assets Project through the date preceding the Commencement Date under the Lease are Project Costs and shall not be prorated between Seller and Purchaser at Closing. Seller is responsible for the payment of all such taxes for 1996 and prior years (which obligation of Seller shall be satisfied with the proceeds from the escrow established as provided in Paragraph 4 hereof as contemplated in the Development Budget), and Purchaser shall be responsible for the payment of all such taxes for 1997 (which obligation of Purchaser shall be satisfied in part with the proceeds to be paid to Purchaser from escrow as provided below). Promptly after the execution and delivery of the Supplemental Agreement under the Lease, the amount of city, state, county, and school district ad valorem taxes for the period attributable to the period from January 1, 1997 through the date preceding the Commencement Date under the Lease shall be paid to Purchaser from the portion of the Purchase Price deposited into escrow with Escrow Agent at Closing pursuant to Paragraph 4 hereof, and Seller and Purchaser agree that they shall each promptly authorize and direct Escrow Agent in writing to make payment of such amount to Purchaser from the escrow funds in connection with the next regular disbursement of escrow funds by the Escrow Agent. The proration of such taxes for 1997 shall be based on the ad valorem tax bills for the Property, if then available, or before if not, then on the basis of the latest available tax figures and information. Should such proration be based on such latest available tax figures and information and prove to be inaccurate on receipt of the ad valorem tax bills for the Property for the year of Closing, and if the Base Rent under the Lease shall be adjusted on the basis of such actual tax figures, either Seller or Purchaser, as the case may be, may demand at any time after the execution and delivery of the Supplemental Agreement under the Lease a payment from the other correcting such malapportionment. In addition, if after Closing Date there is an adjustment or reassessment by any governmental authority with respect to, or affecting, any ad valorem taxes for the Property for any year prior to Closing, any additional tax payment for the Property required to be paid with respect to any year prior to the year of Closing shall be paid by Seller on or before (which obligation of Seller shall be satisfied with the Closing, together with any penalty or interest thereonproceeds from escrow established as provided in Paragraph 4 hereof, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that extent proceeds in escrow are due and payable with respect to a Straddle Period (taking into account whether available for such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”purpose). In performing such apportionment, all Property Taxes This agreement shall be prorated on expressly survive the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller shall be liable for all such Property Taxes apportioned to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five (5) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle PeriodClosing.

Property Taxes. All Property Taxes which have become due Purchaser and payable upon any of the Purchased Assets on or before the Closing Date Seller agree that Seller shall be paid by solely responsible for all real estate taxes assessed with respect to calendar year 2015, which are payable in calendar year 2016, without receiving a credit from Purchaser therefor. Seller on or before the Closing, together shall provide Purchaser with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority a credit for real estate taxes assessed with respect to the Purchased Assets that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes calendar year 2016, which are payable in advance or in arrears) calendar year 2017 based on Seller’s ratable share of such real estate taxes which shall be apportioned between (i) determined by multiplying the amount of such real estate taxes by a fraction, the numerator of which is the number of days in the calendar year for the period beginning before commencing on January 1, 2016 and ending on the Closing Date (Date, and the “Pre-Transfer Period”) and (ii) denominator of which is 366. Purchaser shall be responsible for the period beginning on the day immediately after the Closing Date and ending on the last day remainder of the relevant taxable period (the “Post-Transfer Period”)2016 real estate taxes and real estate taxes for all subsequent years. In performing The proration of such apportionment, all Property Taxes taxes shall be prorated on based upon the assumption that an equal amount of Property Tax applies to each day most recently ascertainable full year tax ▇▇▇▇, and such proration shall be adjusted between Seller and Purchaser after Closing upon issuance of the relevant taxable period regardless final tax ▇▇▇▇ for calendar year 2016. Seller shall be entitled to all Tenant reimbursement amounts pertaining to real estate taxes with respect to calendar year 2015, and Seller’s ratable share of how installment payments are billed or madeTenant reimbursement amounts pertaining to real estate taxes with respect to calendar year 2016, as provided in Section 11(j) hereof. If Seller shall pay the actual amount portion of any such item is not known as of special assessments due and payable prior to the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller shall be liable for all such Property Taxes apportioned to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereof, Seller Purchaser shall pay to Buyer the amount portion of any Pre-Transfer Period special assessments due and other Property Taxes for which Seller is liable under this Section 5.4 payable on and which remain unpaid as of the Closing Date. Within five (5) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Period.

Property Taxes. All Seller shall be responsible for and shall promptly pay when due all Property Taxes which have become due and payable upon any of the Purchased Assets on or before the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority levied with respect to the Purchased Acquired Company, the Acquired Subsidiaries and the Assets that are attributable to the Pre-Closing Tax Period, and Purchaser shall be responsible for and shall promptly pay when due and payable all Property Taxes levied with respect to a the Acquired Company, the Acquired Subsidiaries and the Assets attributable to the Post-Closing Tax Period. The portion of any Property Taxes levied with respect to the Acquired Company, the Acquired Subsidiaries and the Assets for any Straddle Period (taking into account whether that is allocable to the Pre-Closing Tax Period shall be deemed to be the amount of such Property Taxes are payable for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in advance or in arrears) shall be apportioned between (i) the Tax period beginning before and ending on the Closing Date (and the “Pre-Transfer denominator of which is the number of days in the entire Straddle Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount Upon receipt of any such item is not known as of the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse ▇▇▇▇ for any overpayment within thirty (30) days after the actual amount becomes known. Seller shall be liable for all such Property Taxes apportioned relating to the Pre-Transfer Period Acquired Company, the Acquired Subsidiaries and Buyer the Assets, Purchaser or Seller, as applicable, shall be liable for all such Property Taxes apportioned present a statement to the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to Buyer other setting forth the amount of any Pre-Transfer Period and other Property Taxes for reimbursement to which Seller each is liable entitled under this Section 5.4 and which remain unpaid 11.3 together with such supporting evidence as of is reasonably necessary to calculate the Closing Dateproration amount. Within five (5) The proration amount shall be paid by the party owing it to the other within 10 days after delivery of such statement. In the Closing Date, Buyer shall reimburse event that Purchaser or Seller makes any payment for all Property Taxes paid by Seller that are apportioned which it is entitled to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Period.reimbursement under this

Property Taxes. All ad valorem taxes, property taxes, and similar obligations (“Property Taxes which have become due and payable upon any of the Purchased Assets on or before the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, Taxes”) applicable to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority Sale Interests with respect to the Purchased Assets that are due and payable with respect to a Straddle Period 2016 tax period in which the Effective Time occurs (taking into account whether such Property Taxes are payable in advance or in arrearsthe “Current Tax Period”) shall be apportioned between (i) Sellers, Participating Third Party Owners, and Buyer as of the period beginning before and ending Effective Time based on the Closing Date (the “Pre-Transfer Current Tax Period”) and (ii) the period beginning ’s assessment. The apportionment method shall be an allocation based on the number of days the Sale Interests were owned. The amount apportioned to the Sellers and the Participating Third Party Owners, as the case may be, shall be the number of days the Sale Interests were owned from January 1, 2016, to the day immediately after prior to the Closing Date and ending on Effective Time. The amount apportioned to the last day Buyer shall be the number of days the Sale Interests were owned from the Effective Time to December 31, 2016. Each Seller shall reimburse Buyer for each Seller’s portion of the relevant taxable period (Current Tax Period at Closing or in connection with any post-closing settlement provided for herein. Each Participating Third Party Owner shall reimburse Buyer for its portion of the “PostCurrent Tax Period at Closing or in connection with any post-Transfer Period”)closing settlement provided herein. In performing such apportionmentBuyer shall pay, and defend and hold Sellers and Participating Third Party Owners harmless, with respect to payment of all Property Taxes shall be prorated on the assumption that an equal amount of Property Sale Interests for the Current Tax applies to each day Period and thereafter, regardless of the relevant taxable period regardless of how installment payments are billed taxing agency’s basis for calculating such taxes, together with any interest or madepenalties assessed thereon. If Sellers or Participating Third Party Owners, as the actual amount of any such item is not known as of case may be, pay the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller shall be liable for all such Property Taxes apportioned to assessed for the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Current Tax Period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five (5) days after the Closing Date, Buyer shall agrees to reimburse Seller the paying parties for all Property Taxes paid by Seller that are apportioned to the PostBuyer’s portion of said taxes at Closing or in connection with any post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Periodclosing settlement provided for herein.

Property Taxes. All Property Taxes which have become due real property taxes and payable upon any of the Purchased Assets on or before the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes assessments shall be prorated on the assumption that an equal amount of Property Tax applies to each day basis of the relevant taxable fiscal period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of for which assessed (if the Closing Dateshall occur before the tax rate is fixed, such proration will the apportionment of taxes shall be based on the previous year’s tax rate for the preceding period applied to the latest assessed valuation and after the Closing, when the actual real property taxes are finally fixed, Seller and Purchaser shall promptly make a recalculation of such proration, and the appropriate party shall make the applicable payment reflecting the recalculation to the other party). If after the Closing there is any retroactive increase in the real or personal property taxes or assessments imposed on the Property: (1) if such increase relates to the tax year in which the Closing occurred (not including any assessment of such item and supplemental taxes for the parties hereto will adjust such proration and pay period after Closing due to any underpayment or reimburse for any overpayment within thirty (30) days reappraisal of the Property after the actual amount becomes knownsale contemplated herein, which supplemental taxes shall be Purchaser’s sole responsibility), such increase shall be prorated by Seller and Purchaser on a per diem basis based on their respective periods of ownership during the period to which such increase applies, (2) if such increase relates to any tax year subsequent to the tax year which the Closing occurred, such increase shall be the obligation of Purchaser, and (3) if such increase relates to any tax year prior to the tax year in which the Closing occurred, such increase shall be the obligation of Seller. (1) Real property tax refunds and credits received after the Closing which are attributable to a fiscal tax year prior to the Closing shall belong to Seller. Any such refunds and credits attributable to the fiscal tax year during which the Closing occurs shall be apportioned between Seller and Purchaser after deducting the reasonable out-of-pocket expenses of collection thereof. This apportionment obligation shall survive the Closing. (2) If any tax appeal or certiorari proceedings shall not have been finally resolved or settled prior to the Closing and shall relate to any tax period a portion or all of which precedes the Closing, Seller shall be liable for all entitled to control the disposition of any such Property Taxes apportioned to the Pre-Transfer Period tax appeal or certiorari proceeding and Buyer any refunds received therefrom, net of any reasonable expenses incurred by Seller in connection therewith, shall be liable for all such Property Taxes apportioned to prorated between the Post-Transfer Period. No later than fifteen (15) days prior to parties on the due date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as basis of the Closing Date. Within five (5) days portions accruing to periods before and after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle PeriodClosing.

Property Taxes. All Property Taxes which have become real property taxes for years prior to the year immediately preceding the year of Closing shall, to the extent the same is due and payable upon any of on the Purchased Assets Closing Date, be paid by each Seller (to the extent not already paid by each Tenant) on or before the Closing. To the extent not paid directly by Tenants, all real property taxes for the year immediately preceding the year of Closing Date that are (i) payable in the year of Closing and (ii) due and payable as of the Closing Date, shall be paid by each Seller on or before the Closing. To the extent not paid directly by Tenants, together with any penalty or interest thereon, to real property taxes for the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the year of Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day basis of the relevant taxable period regardless most recent assessment and levy. To the extent not paid directly by Tenants, if the most recent tax assessment and levy is not for the current tax year, then the parties shall reprorate within sixty (60) days of how installment payments are billed or madethe receipt of the tax assessment and levy for the current tax year. If after the actual Closing there is any retroactive increase in the real or personal property taxes or assessments imposed on the Property: (1) if such increase relates to the tax year in which the Closing occurred and such real property taxes were not paid directly by the Tenants, then such increase shall be prorated by the Sellers and Buyer on a per diem basis based on their respective periods of ownership during their period to which such increase applies, (2) if such increase relates to any tax year subsequent to the tax year which the Closing occurred, then such increase shall be the obligation of Buyer, and (3) if such increase relates to any tax year prior to the tax year in which the Closing occurred and such real property taxes were not paid directly by Tenants, then such increase shall be the obligation of the Sellers. Any and all refunds, credits, claims or rights to appeal respecting the amount of any such item is not known as real property taxes or other taxes or assessments charged in connection with the Property for any period shall belong to Buyer following the Closing, except that if prior to the end of the Due Diligence Period a Seller has applied for a property tax refund or has appealed the county assessor’s valuation of the Property for any period of time prior to the Closing Date, then such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller shall be liable for all entitled to any refund applicable to such Property Taxes apportioned to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five (5) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Periodperiod.

Property Taxes. All Property As of the Closing, all real and personal property Taxes for Tax periods beginning before and ending after the Closing Date shall be prorated separately on a per diem basis as of the Closing Date using the latest available rates and assessments, and the applicable Seller's proportionate share of its property Taxes (which have shall be determined on a per diem basis from the beginning of the relevant Tax period through the day prior to Closing) shall be credited to Buyer in the applicable Estimated Closing Statement, subject to adjustment by the parties as promptly as practicable after the Closing Date when each final tax ▇▇▇▇ becomes available. Buyer shall promptly provide a copy of each final tax ▇▇▇▇ to the applicable Seller, but in any event within seven (7) days of its receipt of such ▇▇▇▇, and if the amount credited to Buyer for such Seller's property Taxes determined at Closing exceeds such Seller's proportionate share of property Taxes shown on such final tax ▇▇▇▇, Buyer shall pay such Seller (or if an Electing Seller, its designated "qualified intermediary") an amount equal to such excess within fourteen (14) days of Buyer's receipt of such ▇▇▇▇. If the amount credited to Buyer for such Seller's property Taxes determined at Closing is less than such Seller's proportionate share thereof, such Seller (or if an Electing Seller, its designated "qualified intermediary") shall pay Buyer the remaining balance of its proportionate share of such property Taxes within seven (7) days of its receipt of the copy of such ▇▇▇▇. Subject to the foregoing proration mechanism, all property Taxes relating to the Total Assets that become due and payable upon any of the Purchased Assets on or after the Closing shall be paid solely by Buyer. Any Tax refunds or rebates attributable to Tax periods (or portions thereof) ending before the Closing Date shall be paid by the property of the applicable Seller, and Buyer shall pay promptly to such Seller any such amounts that it receives. Any Tax refunds or rebates attributable to Tax periods (or portions thereof) beginning on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount property of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing DateBuyer, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller shall be liable for all such Property Taxes apportioned to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereof, applicable Seller shall pay promptly to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five such amounts (5or portions thereof) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Periodit receives.

Property Taxes. All Property Taxes which have become due and payable upon any of the Purchased Assets on or before the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller shall be liable responsible for all ad valorem Taxes, property Taxes, and similar obligations (“Property Taxes”) applicable to the Assets for any period prior to the Effective Time, and Buyer shall be responsible for all such Property Taxes for any period that begins on or after the Effective Time. With respect to the 2013 Tax period in which the Effective Time occurs (the “Current Tax Period”), such Property Taxes shall be apportioned between Seller and Buyer as of the Effective Time based on the Current Tax Period’s assessed value at the most current Tax rate. The apportionment method shall be an allocation based on the number of days the Assets were owned. The amount apportioned to the Pre-Transfer Period and Seller shall be the number of days the Assets were owned from January 1, 2013 to the day prior to the Effective Time. The amount apportioned to the Buyer shall be liable for all such Property Taxes apportioned the number of days the Assets were owned from the Effective Time to the Post-Transfer PeriodDecember 31, 2013. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to reimburse Buyer at Closing or in connection with any post-closing settlement provided for herein the amount of any Pre-Transfer Property Taxes allocated to Seller pursuant to this Section 12.1 that are paid or are to be paid by ▇▇▇▇▇. Buyer shall file the Tax Return (unless previously filed by Seller) with respect to the Current Tax Period and other shall pay any Taxes shown due with respect thereto, subject to Buyer’s right to reimbursement for the portion allocable to Seller pursuant to this Section 12.1. ▇▇▇▇▇ agrees to reimburse Seller at Closing or in connection with any post-closing settlement provided for herein the amount of any Property Taxes allocated to Buyer pursuant to this Section 12.1 that are paid or to be paid by Seller. If the Property Taxes pursuant to the preceding provisions of this Section 12.1 (the “Estimated Property Taxes”) are different than the actual Property Taxes for the Current Tax Period, Buyer and Seller agree to co-operate in good faith and readjust the amount of Property Taxes for which Buyer and Seller is are liable under this Section 5.4 and which remain unpaid 12.1 by means of a payment from Seller to Buyer or Buyer to Seller, as of the Closing Date. Within five (5) days after case may be, in order to true-up the Closing Date, Buyer shall reimburse Seller for all Estimated Property Taxes paid by Seller with the actual Taxes that are apportioned to owed for the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Current Tax Period.

Property Taxes. All Property real property, personal property, ad valorem and other similar Taxes which have become due and payable upon assessed on any of the Purchased Assets (“Property Taxes”) in the Tax Period in which the Closing Date occurs shall be prorated between Buyer and Sellers based on the number of days of such Tax Period before the Closing Date (the “Pre-Closing Tax Period”) and the number of days in such Tax Period on and after the Closing Date (the “Post-Closing Tax Period”). Sellers shall be liable for the proportionate amount of such prorated Taxes that is attributable to the Pre-Closing Tax Period, and Buyer shall be liable for the proportionate amount of such prorated Taxes that is attributable to the Post-Closing Tax Period. At Closing, the Purchase Price shall be (i) increased by the amount, if any, of any such Taxes prepaid by Sellers with respect to a Post-Closing Tax Period, or (ii) decreased by the amount, if any, of any such Taxes relating to a Pre-Closing Tax Period which Buyer will be obligated to pay after Closing. If the Closing Date shall occur before the tax rate or assessment is fixed for such Tax year, the apportionment of such Taxes and payments at the Closing shall be based upon the most recently ascertainable tax bills, with an adjustment being made between Sellers and Buyer when such Taxes and the assessed valuation for the Tax year in which the Closing occurs are known. Buyers shall file all required reports and returns incidental to such Taxes that become due and payable after Closing and shall pay such Taxes on or before the Closing Date shall be due date therefor. To the extent that the amount of any such Taxes paid by Seller on Buyers with respect to any Pre-Closing Tax Period exceeds the Purchase Price adjustment therefor, Sellers shall reimburse Buyers for the difference within thirty (30) days of Seller’s receipt of Buyers’ invoice therefor, accompanied by reasonable supporting documentation (including copies of relevant Tax bills). Sellers and Buyer shall reasonably cooperate with each other with respect to any property Tax assessment or before the Closing, together with any penalty valuation (or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed protest in connection therewith) by any Governmental Authority with respect to the Purchased Assets that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable Tax periods in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on which the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or madeoccurs. If the actual amount either party hereto receives a refund of any such item is not known as of the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller shall be liable for all such Property Taxes apportioned to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period and other Property property Taxes for which Seller the other is liable or responsible under this Section 5.4 and which remain unpaid Agreement, the party receiving such refund, whether received in cash, or as of the Closing Date. Within five (5) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Period.33

Property Taxes. All Tenant shall pay, as additional rent, its Pro Rata Share (as defined below) of all Property Taxes which have become due and payable upon any of the Purchased Assets on levied or before the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority assessed with respect to the Purchased Assets that are due land comprising the Parcel and payable with respect to a Straddle Period all buildings and improvements located on the Parcel which become due or accrue during die term of this Lease. Provided that Landlord bills Tenant at least thirty (taking into account whether 30) days prior to the delinquency date of such Property Taxes, Tenant shall pay such Property Taxes are payable in advance or in arrearsto Landlord at least ten (10) days prior to the delinquency date, and if Tenant fails to do so, Tenant shall be apportioned between reimburse Landlord, on demand, for all interest, late fees and penalties that the taxing authority charges Landlord. If Landlord bills Tenant less than thirty (i30) days prior to the period beginning before and ending delinquency date of such Property Taxes, Tenant shall pay such Property Taxes to Landlord within thirty (30) days of the date of delivery of such bill to Tenant. Landlord's bill to Tenant shall include a copy of Landlord's ▇▇▇ bill from the taxing authority. In the event Landl▇▇▇'s mortgagee requires an impound for Property Taxes, then on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last first day of the relevant taxable period each month during die Lease Term (the “Post-Transfer Period”commencing not less than thirty (30) days after written notice to Tenant that such impound account is so required), Tenant shall pay Landlord one twelfth (1/12) of its annual share of such Property Taxes. In performing such apportionment, all Property Taxes - Tenant's liability hereunder shall be prorated on to reflect the assumption that an equal amount Commencement Date and termination date of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or madethis Lease. If the actual amount of any such item is not known as of the Closing Date, such proration will be based on the previous year’s assessment impound installment payments paid by Tenant exceeds Tenant's actual share of such item and Property Taxes after payment to the parties hereto will adjust applicable taxing authority (exclusive of any interest or penalties arising from late payment) such proration and pay any underpayment or reimburse for any overpayment excess shall be refunded to Tenant within thirty (30) days after the actual amount becomes known. Seller shall be liable for all such Property Taxes apportioned payment is made to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five (5) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Periodtaxing authority.

Property Taxes. All Property Taxes which have become due and payable upon any of the Purchased Assets on or before the Closing Date Seller shall cause to be paid by Seller on or before the Closing, together with any penalty or interest thereon, prior to the relevant Governmental Authority. All related Transfer Date all tax bills (including interest, late charges, and penalties in connection therewith) that are issued by a taxing authority and relate to a Mortgaged Property Taxes imposed and that are received by any Governmental Authority with respect Seller, or released and available to Seller’s tax service provider in states where Seller utilizes a tax service provider, five (5) Business Days prior to the Purchased Assets related Transfer Date that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes knownrelated Transfer Date. Seller or, on behalf of Seller, its tax service provider, shall be liable for immediately forward to Purchaser all such Property Taxes apportioned to tax bills received by Seller after the Pre-related Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to Date or received by Seller before the Post-related Transfer Period. No later Date but which are due more than fifteen thirty (15) days prior to the due date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five (530) days after the Closing related Transfer Date. The foregoing shall in no way impose upon Seller an obligation to pay any taxes (including interest, late charges, and penalties associated therewith) for which (i) a title insurer has an obligation to pay by virtue of the terms of a mortgagee policy of title insurance which is issued in connection with the origination of the subject Mortgage Loans and which insures Purchaser subsequent to the related Transfer Date or (ii) a taxing authority has billed the Mortgagor directly rather than billing Seller or the tax service provider directly (except to preclude loss of the Mortgaged Property where the taxes have not been paid by the Mortgagor). On the related Transfer Date, Buyer Seller shall reimburse forward to Purchaser a listing of all Mortgage Loans that have property taxes due within thirty (30) days after the related Transfer Date and for which Seller for all Property Taxes paid by Seller that are apportioned did not pay the bills prior to the Postrelated Transfer Date. If Seller uses a tax contract vendor other than FARETS, Seller may elect to have the vendor transfer life-Transfer Periodof-loan tax service responsibility to FARETS; provided such transfer is acceptable to FARETS and is at no cost to Purchaser. Buyer shall pay all Property Taxes which become due and payable after Seller must provide written documentation of FARETS’ acceptance of the Closing Date transfer of life-of-loan tax contract responsibility. If FARETS does not consent to the transfer of life-of-loan tax contract responsibility, then Seller must obtain new tax service contracts with respect to a Straddle PeriodFARETS.

Property Taxes. All (a) To the extent not otherwise provided in this Agreement, (i) Sellers shall be allocated and bear all Property Taxes which have become due and payable upon any of the Purchased Assets on or before the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority levied with respect to the Purchased Assets that are due attributable to the Pre-Closing Tax Period and payable (ii) Buyers shall be allocated and bear all Property Taxes levied with respect to the Purchased Assets attributable to the Post- Closing Tax Period. For purposes of this Section 8.02, the Tax period for Property Taxes begins on the January 1st on which ownership of the property gave rise to personal liability for such Tax and ends on the following December 31st. (b) For purposes of allocating Taxes for a Straddle Period (taking into account whether such Property including for purposes of Section 8.02(a)), Taxes are payable in advance or in arrears) relating to the Purchased Assets shall be apportioned allocated between the portion of the Straddle Period included in the Pre-Closing Tax Period and the portion of the Straddle Period included in the Post-Closing Tax Period as follows: (i) in the period beginning before case of Taxes that are Property Taxes or other Taxes imposed on a periodic basis, such Taxes shall be allocated to the portion of the Straddle Period included in the Pre- Closing Tax Period and ending to the portion of the Straddle Period included in the Post-Closing Tax Period pro rata based on the Closing Date (the “Pre-Transfer Period”) number of days in each such period and (ii) in the period beginning case of Taxes based on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing net or gross income, or transactional Taxes such apportionmentas sales Taxes, all Property such Taxes shall be prorated on allocated to the assumption that an equal amount of Property Tax applies to each day portion of the relevant taxable period regardless of how installment payments are billed or made. If Straddle Period in which the actual amount transaction giving rise to such Taxes occurred. (c) Upon receipt of any such item is not known ▇▇▇▇ for Property Taxes relating to the Purchased Assets, Buyers or Sellers, as of the Closing Dateapplicable, such proration will shall pay (or cause to be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30paid) days after the actual amount becomes known. Seller shall be liable for all such Property Taxes apportioned prior to delinquency and present a statement to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to Buyer other Party setting forth the amount of any Pre-Transfer Period and other Property Taxes for reimbursement to which Seller each is liable entitled under this Section 5.4 and which remain unpaid 8.02 together with such supporting evidence as of is reasonably necessary to calculate the Closing Dateproration amount. Within five The proration amount shall be paid by the Party owing it to the other within ten (510) calendar days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Perioddelivery of such statement.

Property Taxes. All Property Taxes which have become due Apportionment of real property taxes, the ICIP tax abatement, water rates and payable upon any charges, sewer taxes and rents and other similar items shall be made on the basis of the Purchased Assets on or fiscal year for which assessed. If the Closing occurs before the real property taxes, water rates and charges, sewer taxes and rents or similar items with respect to the Property are finally fixed for the fiscal year in which the Closing Date occurs, then the apportionments thereof made at the Closing shall be paid by made on the basis of the real property taxes, water rates and charges, sewer taxes and rents or other similar items, as the case may be, for the preceding fiscal year applied to the latest assessed valuation. After the real property taxes, water rates and charges, sewer taxes and rents or similar items, as the case may be, are finally fixed for the fiscal year in which the Closing occurs, Seller and Purchaser shall make a recalculation of the apportionment thereof based on the amounts finally fixed for the fiscal year in which the Closing occurs, and Seller or Purchaser, as the case may be, shall make an appropriate payment to the other party based on such recalculation. Seller or its representatives shall have the right (x) at any time before the Closing, together with any penalty to institute tax reduction or interest thereon, other proceedings to reduce the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority assessed valuation of the Real Estate with respect to the Purchased Assets period ending at the end of the fiscal year in which the Closing occurs, or (y) to continue, after the Closing, any such proceedings commenced by Seller prior to the Closing, provided that are due and payable such proceeding shall not be finally settled by Seller without the prior consent of Purchaser, which consent shall not be unreasonably withheld or delayed. If Purchaser, at any time following the Closing, institutes tax reduction or other proceedings not previously instituted by Seller to reduce the assessed valuation of the Real Estate with respect to a Straddle Period (taking into account whether the period ending at the end of the fiscal year in which the Closing occurs, then such Property Taxes are payable proceeding shall not be finally settled by Purchaser without the prior consent of Seller, which consent shall not be unreasonably withheld or delayed. If any refund of any real property tax, water rates and charges, sewer taxes and rents or similar items is issued after the Closing for any period that includes the period prior to the Closing Date, then such refund shall be applied as follows: first, to the cost incurred in advance or obtaining such refund; second, to any amount required to be refunded to the Tenants in arrears) accordance with the terms of the Leases, to the extent applicable; and, third, the balance of such refund, if any, shall be apportioned between (i) the period beginning before Seller and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known Purchaser as of the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller shall be liable for all such Property Taxes apportioned to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five (5) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Perioddate.

Property Taxes. All Property Taxes which have become due and payable upon any of the Purchased Assets on or before the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated apportioned on the assumption that an equal amount of Property Tax applies to each day basis of the relevant taxable fiscal period regardless of how installment payments are billed or madefor which assessed. If the actual amount Redemption Apportionment Date shall occur before an assessment is made or a tax rate is fixed for the tax period in which the Redemption Apportionment Date occurs, the apportionment of any such item is not known Property Taxes based thereon shall be made as of such Redemption Apportionment Date by applying the tax rate for the preceding year to the latest assessed valuation, but the apportionment thereof shall be recalculated upon the later to occur of the Final Redemption Closing Statement or the date on which the assessment and/or tax rate for the current year are fixed. All rebates or reductions in Property Taxes received subsequent to Redemption Closing relating to periods prior to Redemption Closing, net of costs of obtaining the same, shall be prorated as of the Closing Redemption Apportionment Date, such proration will be based on when received. If as of the previous year’s assessment of such item and Redemption Apportionment Date the parties hereto will adjust such proration and pay Company Projects or any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller portion thereof shall be liable for all affected by any special or general assessments which are or may become payable in installments of which any installment is then a lien and has become due and payable, such Property Taxes apportioned currently due and payable installment(s) shall be allocated to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days period prior to the due date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period Redemption Apportionment Date and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five (5) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become installments not due and payable on the Redemption Apportionment Date shall be allocated to the period after the Closing Date with respect to a Straddle PeriodRedemption Apportionment Date.

Property Taxes. All With respect to any personal property Tax (“Property Taxes which have become due and payable upon Taxes”), including payments in-lieu-of Property Taxes, assessed on any of the Purchased Assets for a Tax period that begins on or before the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on ends after the Closing Date (the a “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Straddle Period”). In performing , the liability for such apportionment, all Property Taxes shall be prorated on a daily basis between the assumption that an equal amount of Property Tax applies to each day of Sellers and the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known Buyer as of the Closing Date, such proration will be based on (a) with the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller shall be Sellers being liable for all the portion of such Property Taxes apportioned equal to the Pre-Transfer Period and Buyer shall be liable for all product of (i) the amount of such Property Taxes apportioned to for the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as entirety of the Straddle Period, multiplied by (ii) a fraction, the numerator of which is the number of days in the Straddle Period ending on and including the Closing DateDate and the denominator of which is the total number of days in the Straddle Period, and (b) with the Buyer being liable for the remainder of such Property Taxes. Within five (5) days after Prior to the Closing Date, the Buyer and the Sellers shall jointly, in good faith, estimate the amount of Property Taxes payable by the Sellers with regard to Straddle Periods pursuant to this Section 7.2 (the “Estimated Property Taxes”), and Buyer shall reimburse Seller receive a credit against the amount due to the Sellers at Closing for all the amount of the Estimated Property Taxes. If the Property Taxes paid by Seller that are apportioned for a Straddle Period cannot be reasonably determined prior to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after Closing because the Closing Date applicable Tax rate or assessment with respect to a the applicable Assets is not fixed for such Straddle Period, the amount of Estimated Property Taxes shall be determined based upon the amount of the applicable Property Taxes for the preceding Tax year; provided, that the Sellers and the Buyer shall recalculate and reprorate said Property Taxes and make the necessary adjustments and payments promptly upon the issuance, and on the basis, of the actual Property Tax bills received for such Straddle Period.

Property Taxes. All Tenant shall pay, as additional rent, its Pro Rata Share (as defined below) of all Property Taxes which have become due and payable upon any of the Purchased Assets on levied or before the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority assessed with respect to the Purchased Assets that are due and payable land comprising the Parcel with respect to a Straddle Period (taking into account whether all buildings and improvements located on the Parcel which become due or accrue during the term of this Lease. Tenant shall pay such Property Taxes are payable in advance or in arrearsto Landlord within twenty (20) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately days after the Closing Date and ending on the last day receipt of the relevant taxable period (the “Post-Transfer Period”)billing. In performing such apportionment, all Property Taxes shall be prorated on the assumption Provided that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within Landlord bills Tenant at least thirty (30) days after prior to the actual amount becomes known. Seller delinquency date of such Property Taxes, Tenant shall be liable for all pay such Property Taxes apportioned to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen Landlord at least ten (1510) days prior to the due date delinquency date, and if Tenant fails to do so, Tenant shall reimburse Landlord, on demand, for all interest, late fees and penalties that the taxing authority charges Landlord. In the event Landlord's mortgagee requires an impound for Property Taxes, then on the first day of each month during the Lease Term, Tenant shall pay Landlord on twelfth (1/12) of its annual share of such Property Taxes. Tenant's liability hereunder shall be prorated to reflect the Commencement and termination dates of this Lease. Tenant's share of the Property Taxes shall be determined by Landlord from the respective valuation assigned in the Assessor's worksheet or such other information as may be reasonably available. Landlord's reasonable determination thereof, Seller in good faith, shall be conclusive. As used in this Lease, the term "Tenant's Pro Rata Share" shall mean a fraction, expressed as a percentage, the numerator of which is the number of square feet of floor space contained in all of the Buildings located on the Parcel. As of the Commencement Date, Tenant's Pro Rata Share is twenty-two and forty-eight hundredths percent (22.48%). Notwithstanding the foregoing, in the event of a reassessment of the Property Taxes due to the voluntary sale of the Premises which sale occurs any time after the expiration of the second year of the Lease Term. Tenant shall not be responsible to pay to Buyer the amount its Pro Rata Share of any Pre-Transfer Period and other increase in Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as due to such sale to the extent such increase exceeds twenty-five percent (25%) of the Closing DateProperty Tax ▇▇▇▇ assessed immediately prior to the sale of the Premises. Within five This cap shall not apply to any sale that occurs during the first two (52) days years of the Lease Term or any time after the Closing Dateinitial Lease Term expires, Buyer and shall reimburse Seller not apply for all Property Taxes paid by Seller any other reassessment of the property due to construction of tenant improvements or any other increase in value of the property. Also, this cap shall no apply to any increase in real property taxes that are apportioned to result from a foreclosure sale, deed in lieu of foreclosure or other involuntary transfer of the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle PeriodPremises.

Property Taxes. All Property Taxes which have become due and payable upon any of the Purchased Assets on or before the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated apportioned on the assumption that an equal amount of Property Tax applies to each day basis of the relevant taxable fiscal period regardless of how installment payments are billed or madefor which assessed. If the actual amount Redemption Apportionment Date shall occur before an assessment is made or a tax rate is fixed for the tax period in which the Redemption Apportionment Date occurs, the apportionment of any such item is not known Property Taxes based thereon shall be made as of the Redemption Apportionment Date by applying the tax rate for the preceding year to the latest assessed valuation, but the apportionment thereof shall be recalculated upon the later to occur of the Final Closing Statement or the date on which the assessment and/or tax rate for the current year are fixed. All rebates or reductions in Property Taxes received subsequent to Closing relating to periods prior to Closing, net of costs of obtaining the same, shall be prorated as of the Redemption Apportionment Date, such proration will be based on when received. If as of the previous year’s assessment of such item and Redemption Apportionment Date the parties hereto will adjust such proration and pay Company Projects or any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller portion thereof shall be liable for all affected by any special or general assessments which are or may become payable in installments of which any installment is then a lien and has become due and payable, such Property Taxes apportioned currently due and payable installment(s) shall be allocated to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days period prior to the due date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period Redemption Apportionment Date and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five (5) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become installments not due and payable on the Redemption Apportionment Date shall be allocated to the period after the Closing Date with respect to a Straddle PeriodRedemption Apportionment Date.

Property Taxes. All Landlord represents, warrants and covenants that the Premises are currently treated as two separate and discrete tax parcels for purposes of all Property Taxes that do not include any other real property or improvements; provided, that Landlord is in the process of completing a lot combination started by Tenant and will see that process through to completion, after which have become due the Premises, excluding the Excess Land, will be treated as a single tax parcel and payable upon any the Excess Land will be treated a single tax parcel. Subject to the other terms hereof, (i) Tenant shall pay all Property Taxes that are allocable to periods falling within the Term; and (ii) Landlord shall pay all Property Taxes that are allocable to periods outside the Term. Tenant shall pay one-twelfth (1/12th) of Landlord’s reasonable estimate of Tenant’s Share of the Purchased Assets Property Taxes for each calendar year during the Term, on or before the Closing Date first (1st) day of each month during such calendar year. Landlord shall furnish Tenant with a written statement (a “Property Tax Statement”) showing the calculation of the amounts Tenant owes under this section for each calendar year during the Term, promptly after the same are known with certainty. If the estimated payments made by Tenant pursuant to this section with respect to any calendar year are not sufficient to cover the portion of the Property Taxes for such calendar year to be paid by Seller on or before Tenant under this Section 6.01, then Tenant shall pay Landlord the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment deficiency within thirty (30) days after Tenant’s receipt of the actual amount becomes knownProperty Tax Statement for such year. Seller If the estimated payments made by Tenant pursuant to this section with respect to any calendar year exceed the portion of the Property Taxes for such calendar year to be paid by Tenant under this section, then the excess shall be liable for all credited against future amounts Tenant owes under this section; provided any such excess existing at the expiration or termination of this Lease shall be promptly refunded to Tenant. Tenant shall have the right in its own name, or in Landlord’s name where appropriate, to contest the amount or legality of any Property Taxes with Landlord’s prior written approval, which shall not be unreasonably withheld, conditioned or delayed. Landlord agrees to execute any commercially reasonable instruments required to allow any such contest, and Landlord agrees to cooperate and assist with any such contest; provided Landlord shall not be required to incur any out-of-pocket costs in connection therewith. If Tenant contests the amount or legality of any Property Taxes, then, so long as the payment of such Property Taxes apportioned to may legally be held in abeyance, the Pre-Transfer Period and Buyer time within which Tenant must pay the same shall be liable extended until such contest is completed, provided Tenant shall be responsible for all such Property Taxes apportioned to any penalty imposed by the Post-Transfer Period. No later than fifteen (15) days prior to the due date taxing authority as a result thereof, Seller and Tenant shall pay to Buyer promptly post a bond or other security required by the amount of any Pre-Transfer Period and other Property Taxes for which Seller taxing authority if forfeiture is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five (5) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Periodthreatened.

Property Taxes. All Property Taxes which have become due and payable upon any of the Purchased Assets on or before Other than with respect to REO Properties, Seller shall cause to be paid prior to the Closing Date shall be paid all Tax bills (including interest, late charges, and penalties in connection therewith) that are issued by a Taxing Authority and relate to a Mortgaged Property and that are received by Seller, or released and available to Seller’s Tax service provider in states where Seller on or before the Closingutilizes a tax service provider, together with any penalty or interest thereon, five (5) Business Days prior to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets Closing Date that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes knownClosing Date, provided that, in the event that, with respect to any Mortgage Loan, no escrowed funds are designated or otherwise available for satisfaction of Tax claims with respect to the related Mortgaged Property, Seller shall cause to be paid only those Tax bills necessary to preserve the Lien created by such Mortgage Loan on the Mortgaged Property. With respect to REO Properties, Seller shall only be responsible for the payment of Tax bills necessary to prevent the imminent foreclosure of such REO Property due to non-payment of such taxes. Seller shall be liable for deliver to the Purchaser all such Property Taxes apportioned to Tax bills received by it from the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days fourth Business Day prior to the due Closing Date to the date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller that is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five ninety (590) days after the Closing Date. Seller or, Buyer on behalf of Seller, its tax service provider, shall reimburse Seller for immediately forward to Purchaser all Property Taxes paid Tax bills received by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date or received by Seller before the Closing Date but which are due more than thirty (30) days after the Closing Date. The foregoing shall in no way impose upon Seller an obligation to pay any Taxes (including interest, late charges, and penalties associated therewith) for which (i) a title insurer has an obligation to pay by virtue of the terms of a mortgagee policy of title insurance which is issued in connection with the origination of the subject Mortgage Loans and which insures Purchaser subsequent to the Closing Date or (ii) a Taxing Authority has billed the borrower under the related Mortgage Loan directly rather than billing Seller or the tax service provider directly (except to preclude loss of the Mortgaged Property where the Taxes have not been paid by the borrower). On the Closing Date, Seller shall forward to Purchaser a listing of all Mortgage Loans that have property Taxes due within thirty (30) days after the Closing Date and for which Seller did not pay the bills prior to the Closing Date. On the Closing Date, Seller shall provide Purchaser with fully paid life of loan tax service contracts with respect to a Straddle Periodall of the Mortgage Loans.

Property Taxes. All Property (a) Real and personal property Taxes which have become due and payable upon any of imposed on or relating to the Purchased Assets (including, for purposes of this Section 7.03, assets owned by the Companies) for the current Tax year shall be prorated between Seller and Purchaser effective as of the Closing with (i) Seller being liable for such Taxes relating to any time period or periods ending on or prior to the Closing Date and (ii) Purchaser being liable for such Taxes relating to any time period or periods beginning after the Closing Date. If any such Tax proration is based upon an estimate at Closing, a post-Closing adjustment shall be made by cash settlement between Seller and Purchaser within 30 days after receipt of the actual expense invoices or Tax b▇▇▇, which adjustment obligation shall survive the Closing. Proration of real or personal Taxes that are undetermined as of the Closing Date (i) shall be based on the most recently available Tax rate and valuation, giving effect to applicable exemptions, recently-voted millage, change in valuation, and similar items, whether or not officially certified to the appropriate Taxing Authority as of the Closing Date, (ii) shall use a 365-day year and (iii) shall be subject to post-Closing adjustment as provided in the previous sentence. Seller shall be responsible for, and shall indemnify Purchaser and its Affiliates against, any property Taxes imposed on or with respect to the Purchased Assets in respect of any Pre-Closing Tax Period or Pre-Closing Straddle Period as a result of any administrative or judicial proceeding. Purchaser shall be responsible for any property Taxes imposed on or with respect to the Purchased Assets in respect of any taxable period or portion thereof beginning after the Closing Date, whether by reason of the purchase and sale effected by this Agreement, any subsequent change of ownership or use, or otherwise. On or before the Closing, Seller shall pay all delinquent property Taxes or special assessments not contested by Seller in good faith, which contested Taxes or assessments shall remain Seller’s liability. (b) All refunds of real or personal property Taxes, including interest received thereon, received with respect to the Purchased Assets (the “Property Tax Refunds”) for Pre-Closing Tax Periods or the portion of the current Tax year ending on or prior to the Closing Date (applying the principles in Section 7.03(a)) shall be the property of Seller. All Property Tax Refunds for periods beginning after the Closing Date ( a “Post-Closing Tax Period”) or the portion of the current Tax year beginning after the Closing Date shall be the property of Purchaser. If a Property Tax Refund belonging to Seller is received by Purchaser, then Purchaser shall remit such refund to Seller within 14 days of receipt by Purchaser. If a Property Tax Refund belonging to Purchaser is received by Seller, then Seller shall remit such refund to Purchaser within 14 days of receipt by Seller. Seller and Purchaser shall reasonably cooperate with each other to pursue and obtain Property Tax Refunds; provided, however, that Seller retains the exclusive right to apply for Property Tax Refunds and to appeal property Tax assessments pertaining to all periods on or before the Closing Date shall be paid by Seller on or before the Closing(collectively, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer PeriodAppeals”), and Purchaser shall have the exclusive right to apply for and control proceedings relating to Property Tax Refunds other than Pre-Closing Appeals. In performing such apportionmentAll proceedings relating to Pre-Closing Appeals, all Property Taxes to the extent practicable, shall be prorated on conducted by and in the assumption that an equal amount name of Property Tax applies to each day Seller and as directed by Seller. The provisions of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller shall be liable for all such Property Taxes apportioned to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as of shall survive the Closing Date. Within five (5) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle PeriodClosing.

Property Taxes. All Property property Taxes relating to the Applicable Assets which have become are due and payable upon any of the Purchased Assets on or before prior to the Applicable Closing Date shall be paid by Seller on or before the Closing, together with Seller; any penalty or interest thereon, to the relevant Governmental Authority. All Property such property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that which are due and payable after the Applicable Closing Date shall be paid by Buyer. In the case of property Taxes that are payable with respect to a Straddle Period (taking into account whether taxable period that begins before the Applicable Closing Date and ends after the Applicable Closing Date, the portion of any such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) property Tax that is allocable to the portion of the taxable period beginning before and ending on the Applicable Closing Date (shall be deemed to be the “Pre-Transfer Period”) and (ii) amount of such property Taxes for the entire taxable period beginning multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on the day immediately after the Applicable Closing Date and the denominator of which is the total number of days in the taxable period. The portion of any such property Tax that is allocable to the portion of the taxable period beginning the day following the Applicable Closing Date shall be deemed to be the amount of such property Tax not allocated to the portion of the taxable period ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Applicable Closing Date. With respect to such property Taxes paid by Seller, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or Buyer shall reimburse for any overpayment Seller within thirty (30) days after of notice thereof for the actual amount becomes knownportion of such property Taxes paid that is allocable to the portion of the taxable period which begins the first day following the Applicable Closing Date. With respect to such property Taxes paid by Buyer, Seller shall be liable reimburse Buyer within thirty (30) days of notice thereof for all the portion of such Property property Taxes apportioned paid that is allocable to the Pre-Transfer Period and Buyer portion of the taxable period ending on the Applicable Closing Date. Any Tax Returns that must be filed in connection with property Taxes shall be liable prepared and filed when due by the party primarily or customarily responsible under the applicable local Law for all filing such Property Taxes apportioned Tax Returns, and such party shall provide such Tax Returns to the Post-Transfer Period. No later than fifteen other party for its review and approval at least ten (1510) days prior to the due date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five (5) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Periodsuch Tax Returns.

Property Taxes. All Property Taxes which have become due real estate taxes, ad valorem personal property and payable upon inventory taxes, fire district taxes, and other such charges constituting a lien or encumbrance on any of the Purchased Assets, including special or betterment assessments against any of the Assets which are payable in installments over more than one (1) year (collectively "Property Taxes"), that relate to a period (as established by the applicable custom and practice of the state, county, city or town in which any respective Assets are situated and regardless when the same may be payable) ending prior to the Closing Date shall be the responsibility of the Seller. Property Taxes that, under such custom and practice, cover the period in which the Closing occurs shall be prorated between Seller and Buyer, with Seller being responsible for the portion of such period prior to the Closing Date and Buyer being responsible for the portion of such period on or before and after the Closing Date. Property Taxes that, under such custom and practice, cover a period after the Closing shall be the responsibility of the Buyer. All installments of Property Taxes having a due date prior to the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, prior to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing Date, and Buyer shall pay all installments of Property Taxes having a due date on or after the Closing Date. At the Closing, the net amount of all Property Tax adjustments computed in accordance with this Section, based upon which party is responsible for such proration will Property Taxes and which party is to pay such Property Taxes, shall be added to or deducted from the Purchase Price. If the amount of any Property Taxes is not fixed and determined as of the Closing, the foregoing Closing adjustment shall be based on the previous year’s assessment of such item amount thereof as reasonable estimated at Closing, and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller an appropriate payment shall be liable for all such Property Taxes apportioned made by Buyer or Seller to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to Buyer other promptly following a final determination of the amount of any Pre-Transfer Period and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five (5) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Periodthereof.

Property Taxes. All Property Taxes which have become due personal property taxes, ad valorem taxes and payable upon any of similar taxes imposed on a periodic basis, whether paid in advance or arrears, in each case levied with respect to the Purchased Assets on or before Assets, other than transfer taxes provided for in Section 9.1(a), for a taxable period which includes (but does not end on) the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before Seller and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known Buyer as of the Closing Date, such proration will be Date based on the previous year’s assessment number of days of such item taxable period included in the pre-Closing Tax period (including the Closing Date) and the parties hereto will adjust number of days of such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after taxable period included in the actual amount becomes knownpost-Closing Tax period. Seller shall be liable for all the proportionate amount of such Property Taxes apportioned that is attributable to the Prepre-Transfer Period Closing Tax period. Within 90 days after the Closing, Seller and Buyer shall present a reimbursement to which each is entitled under this Section 9.1(c) together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be liable for all such Property Taxes apportioned paid by the party owing it to the Postother within 10 days after delivery of such statement. Thereafter, Seller shall notify Buyer upon receipt of any ▇▇▇▇ for personal property taxes relating to the Purchased Assets, part or all of which are attributable to the post-Transfer Period. No later than fifteen (15) days Closing Tax period, and shall promptly deliver such ▇▇▇▇ to Buyer who shall pay the same to the appropriate taxing authority, provided that if such ▇▇▇▇ covers the pre-Closing Tax period, Seller shall also remit prior to the due date thereofof assessment to Buyer payment for the proportionate amount of such ▇▇▇▇ that is attributable to the pre-Closing Tax period. In the event that either Seller or Buyer shall thereafter make a payment for which it is entitled to reimbursement under this Section 9.1(c), the other party shall make such reimbursement promptly but in no event later than 30 days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 9.1(c) and not made within 10 days of delivery of the statement shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for each day until paid. Notwithstanding any other provision of this Section 9.1(c), if Buyer or a Buyer Affiliate relocates any Purchased Assets to another Tax jurisdiction and such relocation results in a Tax liability for a period that begins before the Closing, Seller shall pay to Buyer the amount not be liable for any portion of any Pre-Transfer Period and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five (5) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Periodsuch Tax.

Property Taxes. All Property Taxes which have become due real and payable upon any of the Purchased Assets on or before the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority personal property taxes and similar ad valorem obligations levied with respect to the Purchased Assets that are due and payable with respect to for a taxable assessment year in which a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) is included shall be apportioned between (i) Seller and Buyer as of the Closing based on the number of days of such taxable period beginning before and ending on the Closing Date (and the “Pre-Transfer Period”) and (ii) the number of days of such taxable period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller shall be liable for all the proportionate amount of such Property Taxes apportioned that is attributable to the Pre-Transfer Period Closing Tax Period, and Buyer shall be liable for all the proportionate amount of such Property Taxes apportioned that is attributable to the Post-Transfer Closing Tax Period. No later than fifteen (15) days prior Upon receipt of any ▇▇▇▇ for real or personal property Taxes relating to the due date thereofPurchased Assets, Seller and Buyer, as applicable, shall pay present a statement to Buyer the other setting forth the amount of any Pre-Transfer Period and other Property Taxes for reimbursement to which Seller each is liable entitled under this Section 5.4 6.10 together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within twenty (20) days after delivery of such statement. In the event that Seller or Buyer shall make any other payment for which it is entitled to reimbursement under this Section 6.10, the other party shall make such reimbursement promptly but in no event later than twenty (20) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Notwithstanding anything to the contrary contained in this Section 6.10, all real property taxes and which remain unpaid similar ad valorem obligations levied with respect to the Real Property shall be prorated as of the Closing Date. Within five (5) days after If the exact amount of any real property taxes or similar ad valorem obligations is not known on the Closing Date, Buyer such taxes or obligations shall reimburse Seller for all Property Taxes be estimated based upon the best available information at the time of Closing (i.e. the taxable value currently assigned to the property and the most recent millage rate). There shall be no re-proration of real property taxes after Closing. The net amount of such prorations payable by Seller, if any, shall be paid by Seller that are apportioned to Buyer, but shall result in a reduction of the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle PeriodPurchase Price in like amount.

Property Taxes. All Property Taxes which have become due and payable upon any of the Purchased Assets on Company (including, without limitation, property Taxes payable as a tenant or before lessee under any lease, including any reimbursement to any lessor or sub-lessor for any taxes) will be pro-rated as of the Closing Date shall and, notwithstanding any other provision of this Agreement, the economic burden of any such property Tax will be borne by (i) Sellers for all Pre-Closing Periods and the portion of any Straddle Period through the Closing Date and (ii) by Buyer for all Post-Closing Periods and the portion of any Straddle Period after the Closing Date. Accordingly, notwithstanding any other provision of this Agreement, (i) if the Company paid by Seller on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that are due and payable pays such a property Tax with respect to a Post-Closing Period or the portion of Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller shall be liable for all such Property Taxes apportioned to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five (5) days after the Closing Date, Buyer shall will reimburse Seller Sellers on behalf of such Company within 15 days after receiving from Sellers written demand for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. amount of such property Tax, and (ii) if Buyer shall pay all Property Taxes which become due and payable after the Closing Date pays such a property Tax with respect to a Pre-Closing Period or the portion of a Straddle Period through the Closing Date, Sellers on behalf of the Company will reimburse Buyer within 15 days after receiving from Buyer written demand for the amount of such property Tax. For purposes of pro-rating property Taxes, the amount of any property Tax attributable to the portion of a Straddle Period through the Closing Date shall be deemed to be the amount of such property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period through the Closing Date and the denominator of which is the number of days in the entire Straddle Period. In determining the Straddle Period for property Taxes, the Tax period as reflected on the statement of Taxes due, property Tax b▇▇▇, property “tax ticket,” or any other request for payment from a Governmental Authority will determine the taxable period (e.g., a state property Tax b▇▇▇ that indicates the tax year as 2005 is for a Tax for the taxable period January 1, 2005 through December 31, 2005), other than personal property Taxes in the State of West Virginia where, for example, a property Tax b▇▇▇ that indicates the tax year as 2005 is for a Tax for the taxable period January 1, 2004 through December 31, 2004.

Property Taxes. All Property Taxes which have become due and payable upon any of the Purchased Assets on or before the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority Sellers with respect to the Purchased Assets that are due (including, without limitation, property Taxes payable as a tenant or lessee under any lease) will be pro-rated as of the Closing Date and, notwithstanding any other provision of this Agreement, the economic burden of any such property Tax will be borne by (i) the Sellers for all Pre-Closing Periods and payable the portion of any Straddle Period through the Closing Date; and (ii) by the Buyer for all Post-Closing Periods and the portion of any Straddle Period after the Closing Date. Accordingly, notwithstanding any other provision of this Agreement, (i) if Sellers pay such a property Tax with respect to a Post-Closing Period or the portion of Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller shall be liable for all such Property Taxes apportioned to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five (5) days after the Closing Date, Buyer shall will reimburse Seller Sellers within 15 days after receiving from Sellers written demand for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. amount of such property Tax, and (ii) if Buyer shall pay all Property Taxes which become due and payable after the Closing Date pays such a property Tax with respect to a Pre-Closing Period or the portion of a Straddle Period through the Closing Date, Sellers will reimburse Buyer within 15 days after receiving from Buyer written demand for the amount of such property Tax. For purposes of pro-rating property Taxes, the amount of any property Tax attributable to the portion of a Straddle Period through the Closing Date shall be deemed to be the amount of such property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period through the Closing Date and the denominator of which is the number of days in the entire Straddle Period. In determining the Straddle Period for property Taxes, the Tax period as reflected on the statement of Taxes due, property Tax ▇▇▇▇, property "tax ticket," or any other request for payment from a Governmental Authority will determine the taxable period.

Property Taxes. All Landlord represents, warrants and covenants that the Premises are currently treated as two separate and discrete tax parcels for purposes of all Property Taxes that do not include any other real property or improvements; provided, that Landlord is in the process of completing a lot combination started by Tenant and will see that process through to completion, after which have become due the Premises, excluding the Excess Land, will be treated as a single tax parcel and payable upon any the Excess Land will be treated a single tax parcel. Subject to the other terms hereof, (i) Tenant shall pay all Property Taxes that are allocable to periods falling within the Term; and (ii) Landlord shall pay all Property Taxes that are allocable to periods outside the Term. Tenant shall pay one-twelfth (1/12th) of Landlord’s reasonable estimate of ▇▇▇▇▇▇’s Share of the Purchased Assets Property Taxes for each calendar year during the Term, on or before the Closing Date first (1st) day of each month during such calendar year. Landlord shall furnish Tenant with a written statement (a “Property Tax Statement”) showing the calculation of the amounts Tenant owes under this section for each calendar year during the Term, promptly after the same are known with certainty. If the estimated payments made by Tenant pursuant to this section with respect to any calendar year are not sufficient to cover the portion of the Property Taxes for such calendar year to be paid by Seller on or before Tenant under this Section 6.01, then Tenant shall pay Landlord the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment deficiency within thirty (30) days after ▇▇▇▇▇▇’s receipt of the actual amount becomes knownProperty Tax Statement for such year. Seller If the estimated payments made by Tenant pursuant to this section with respect to any calendar year exceed the portion of the Property Taxes for such calendar year to be paid by Tenant under this section, then the excess shall be liable for all credited against future amounts Tenant owes under this section; provided any such excess existing at the expiration or termination of this Lease shall be promptly refunded to Tenant. Tenant shall have the right in its own name, or in Landlord’s name where appropriate, to contest the amount or legality of any Property Taxes with Landlord’s prior written approval, which shall not be unreasonably withheld, conditioned or delayed. ▇▇▇▇▇▇▇▇ agrees to execute any commercially reasonable instruments required to allow any such contest, and ▇▇▇▇▇▇▇▇ agrees to cooperate and assist with any such contest; provided Landlord shall not be required to incur any out-of-pocket costs in connection therewith. If Tenant contests the amount or legality of any Property Taxes, then, so long as the payment of such Property Taxes apportioned to may legally be held in abeyance, the Pre-Transfer Period and Buyer time within which Tenant must pay the same shall be liable extended until such contest is completed, provided Tenant shall be responsible for all such Property Taxes apportioned to any penalty imposed by the Post-Transfer Period. No later than fifteen (15) days prior to the due date taxing authority as a result thereof, Seller and Tenant shall pay to Buyer promptly post a bond or other security required by the amount of any Pre-Transfer Period and other Property Taxes for which Seller taxing authority if forfeiture is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five (5) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Periodthreatened.

Property Taxes. All Property Taxes which have become due real property taxes, personal property taxes and payable upon any of the Purchased Assets on or before the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority similar ad valorem obligations levied with respect to the Purchased Assets (“Property Taxes”) for a taxable period that are due and payable with respect to a Straddle Period includes (taking into account whether such Property Taxes are payable in advance or in arrearsbut does not end on) the Closing Date shall be apportioned between (i) the period beginning before Seller and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known Purchaser as of the Closing Date, such proration will be Date based on the previous year’s assessment number of days of such item taxable period included in the Pre-Closing Tax Period and the parties hereto will adjust number of days of such proration and pay any underpayment or taxable period included in the Post-Closing Tax Period. At the Closing, Purchaser shall reimburse Seller for any overpayment within Property Tax properly allocable to the Post-Closing Tax Period and previously paid by Seller if Seller provides documentary evidence of such Property Tax payment, to the satisfaction of Purchaser, at least fifteen (15) Business Days prior to Closing. Following the Closing, Seller shall be liable for the proportionate amount of such Property Taxes that is attributable to the Pre-Closing Tax Period, and Purchaser shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period. Seller shall notify Purchaser upon receipt of any ▇▇▇▇ for such Property Taxes relating to the Purchased Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such ▇▇▇▇ to Purchaser who shall pay the same to the appropriate Taxing Authority; provided, that if such ▇▇▇▇ covers any part of the Pre-Closing Tax Period, Seller shall also remit prior to the due date of such Property Taxes to Purchaser payment for the proportionate amount of such ▇▇▇▇ that is attributable to the Pre-Closing Tax Period. In the event that either Seller or Purchaser shall thereafter provide the other party with evidence of having made a payment for which it is entitled to reimbursement under this Section 5.4(a), the other party shall make such reimbursement promptly, but in no event later than thirty (30) days after the actual amount becomes known. Seller shall be liable for all such Property Taxes apportioned to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to Buyer presentation of a statement setting forth the amount of any Pre-Transfer Period and other Property Taxes for reimbursement to which Seller the presenting party is liable under this Section 5.4 and which remain unpaid entitled along with such supporting evidence as is reasonably necessary to calculate the amount of the Closing Date. Within five (5) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Periodreimbursement.

Property Taxes. To the extent not otherwise provided in this Agreement, Seller shall be responsible for and shall promptly pay when due all Property Taxes levied with respect to the Acquired Assets attributable to the Pre-Closing Tax Period. All Property Taxes levied with respect to the Acquired Assets for the Straddle Period shall be apportioned between Buyer and Seller based on the number of days of such Straddle Period included in the Pre-Closing Tax Period and the number of days of such Straddle Period included in the Post-Closing Tax Period. Seller shall be liable for the proportionate amount of such Property Taxes that is attributable to the Pre-Closing Tax Period, and Buyer shall be liable for its proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period. With respect to Property Taxes, the Pre-Closing Tax Period and Post-Closing Tax Period each refer to the calendar year such Property Taxes are payable. Upon receipt of any bill for such Property Taxes, Buyer or Seller, as applicable, shall present a statement to the other setting forth the amount of reimbursement to which have become due and payable upon each is entitled under this Section 4.4 together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. In the event that Buyer or Seller makes any payment for which it is entitled to reimbursement under this Section 4.4, the applicable party shall make such reimbursement promptly but in no event later than ten (10) days after the presentation of a statement setting forth the Purchased amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any refunds (or credits in lieu of refunds) of Property Taxes levied or discounts on such Property Taxes earned as a result of making payment in full by a certain date, in each case, with respect to the Acquired Assets on for any Straddle Period shall be equitably apportioned in accordance with the principles set forth in this Section 4.4. Any refunds (or credits in lieu of refunds) of Taxes with respect to the Acquired Assets for any period ending before the Closing Date shall be paid by Seller on for the benefit of Seller. Each party shall pay, or before the Closing, together with any penalty or interest thereoncause its Affiliates to pay, to the relevant Governmental Authority. All Property party entitled to a refund (or credit in lieu of refund) of Taxes imposed by under this Section 4.4, the amount of such refund (or credit) (including any Governmental Authority with respect interest paid thereon and net of any Taxes and any other out-of-pocket expenses to the Purchased Assets that are due and payable with party receiving such refund or credit in respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed receipt or made. If the actual amount of any such item is not known as of the Closing Date, such proration will be based on the previous year’s assessment accrual of such item and the parties hereto will adjust such proration and pay any underpayment refund or reimburse for any overpayment credit) within thirty (30) days after the actual amount becomes known. Seller shall be liable for all such Property Taxes apportioned to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five actual receipt of the refund (5) days after or actual use of the Closing Date, Buyer shall reimburse Seller for all Property credit to reduce Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Periodotherwise payable).

Property Taxes. All Property Taxes which have become due and payable upon any of the Purchased Assets on or before the Closing Date Seller shall be paid by Seller on or before the Closingallocated and bear all ad valorem Taxes, together with any penalty or interest thereonreal property Taxes, and similar obligations (“Real Property Taxes”) attributable to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) any Tax period ending prior to the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) Effective Time and (ii) the portion of any Current Tax Period ending immediately prior to the date on which the Effective Time occurs. Buyer shall be allocated and bear all Real Property Taxes attributable to (i) any Tax period beginning on the day immediately or after the Closing Date Effective Time and ending (ii) the portion of any Current Tax Period beginning on the last day date on which the Effective Time occurs. Each Party shall be responsible for its own Income Taxes. Real Property Taxes pertaining to a Current Tax Period shall be allocated between the portion of such Current Tax Period ending immediately prior to the date on which the Effective Time occurs and the portion of such Current Tax Period beginning on the date on which the Effective Time occurs by prorating each such Real Property Tax based on the number of days in the applicable Current Tax Period that occur before the date on which the Effective Time occurs, on the one hand, and the number of days in such Current Tax Period that occur on or after the date on which the Effective Time occurs, on the other hand. For purposes of the relevant taxable preceding sentence, the period (the “Post-Transfer Period”). In performing for such apportionment, all Real Property Taxes shall be prorated begin on the assumption that an equal amount date on which ownership of the applicable Asset gives rise to liability for the particular Real Property Tax applies and shall end on the day before the next such date. All Real Property Taxes applicable to each day the Assets with respect to the Current Tax Period shall be apportioned between Seller and Buyer as of the relevant taxable period regardless Effective Time based on the immediately preceding Tax period’s assessment, unless the Current Tax Period’s assessment is known, in which case that assessment shall be used for apportionment. Upon the later determination of how installment payments are billed or made. If the actual amount of any such item is not known as of Real Property Taxes for the Closing DateCurrent Tax Period, such proration timely payments will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller shall be liable for all such Property Taxes apportioned made from one Party to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned other to the Post-Transfer Period. No later than fifteen (15) days prior extent necessary to the due date thereof, Seller shall pay cause each Party to Buyer bear the amount of any Pre-Transfer Period and other such Real Property Taxes for which Seller is liable that are allocable to such Party under this Section 5.4 and which remain unpaid as of the Closing Date. Within five (5) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Period12.1.

Property Taxes. All Tenant shall pay, as additional rent, all Property Taxes which have become due and payable upon any of the Purchased Assets on levied or before the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority assessed with respect to the Purchased Assets that are due real property comprising the Land and payable with respect to a Straddle Period all buildings and improvements located on the Land (taking into account whether including, without limitation, the Building and Tenant Improvements referred to in Paragraph 2 above and the Expansion Building(s) and all leasehold or tenant improvements that may be constructed in such Expansion Building(s)) which become due or accrue during the Term of this Lease. Provided that Landlord bills Tenant at least thirty (30) days prior to the delinquency date of such Property Taxes, Tenant shall pay such Property Taxes are payable in advance or in arrearsto Landlord at least ten (10) days prior to the delinquency date, and if Tenant fails to do so, Tenant shall be apportioned between reimburse Landlord, on demand, for all interest, late fees and penalties that the taxing authority charges Landlord. If Landlord bills Tenant less than thirty (i30) days prior to the period beginning before and ending delinquency date of such Property Taxes, Tenant shall pay such Property Taxes to Landlord within thirty (30) days of the date of delivery of such bill ▇▇ Tenant. Landlord's bill ▇▇ Tenant shall include a copy of Landlord's tax bill ▇▇▇m the taxing authority. In the event Landlord's mortgagee requires an impound for Property Taxes, then on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last first day of each month during the relevant taxable period Lease Term (the “Post-Transfer Period”commencing not less than thirty (30) days after written notice to Tenant that such impound account is so required). In performing , Tenant shall pay Landlord one twelfth (1/12) of its annual share of such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or madeTaxes. If the actual amount of any such item is not known as of the Closing Date, such proration will be based on the previous year’s assessment impound installment payments paid by Tenant exceeds Tenant's actual share of such item and Property Taxes after payment to the parties hereto will adjust applicable taxing authority (exclusive of any interest or penalties arising from late payment) such proration and pay any underpayment or reimburse for any overpayment excess shall be refunded to Tenant within thirty (30) days after the actual amount becomes knownpayment is made to the taxing authority. Seller Anything herein to the contrary notwithstanding, Tenant's liability 51 hereunder shall be liable for all such Property Taxes apportioned prorated to reflect the Pre-Transfer Period Commencement Date and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days prior to the due termination date thereofof this Lease; however, Seller shall pay to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as of allocable to the Closing Date. Within five (5) days entire Land shall not be prorated based on the fact that the Expansion Building(s), if applicable, may be completed after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle PeriodBuilding.

Property Taxes. All Property Taxes for any taxable period in which have become due and payable upon any of the Purchased Assets on or before the Closing Date occurs shall be paid by prorated between Seller and Buyer on or before a per diem basis (with Seller liable for the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect for the portion of the taxable period prior to the Purchased Assets that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date November 1, 2009 (the “Pre-Transfer Closing Tax Period”) and (ii) Buyer liable for the Property Taxes for the portion of the taxable period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period November 1, 2009 (the “Post-Transfer Closing Tax Period”)). In performing such apportionmentNot later than five (5) days prior to the Closing Date, all Seller shall deliver to Buyer Seller’s calculation of the portion of the Property Taxes shall be prorated on owed to each Governmental Authority for the assumption that an equal amount of Post-Closing Tax Period (in the aggregate, the “Closing Property Tax applies Payment”) and any Tax bills or other information supporting such calculation. At the Closing, Buyer shall pay to each day of Seller the relevant Closing Property Tax Payment. Seller shall pay or cause to be paid to the appropriate Governmental Authorities the Property Taxes relating to the tax period in which the Closing Date occurs. To the extent any Property Taxes imposed on or with respect to the Subject Assets for a taxable period regardless of how installment payments that contains the Closing Date are billed or made. If the actual amount of any such item is not known finally determined as of the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller prorated Property Taxes shall be liable calculated by multiplying (i) the Property Tax appraised values for all the current taxable period, if determined as of Closing Date, or the Property Tax appraised values for the immediately preceding taxable period if such values have not been determined for the current taxable period as of Closing Date, by (y) the Property Taxes apportioned Tax rates for the relevant taxing units in which the Subject Asset are located for the current taxable period if such rates have been determined or, to the Pre-Transfer Period and Buyer shall be liable extent such Tax rates have not been determined, the Tax rates for all such Property Taxes apportioned to the Post-Transfer Periodimmediately preceding taxable period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as Upon receipt of the Closing Date. Within five (5) days after Property Tax bills for the taxable period that contains the Closing Date, Buyer Seller shall reimburse Seller for all calculate the prorated Property Taxes paid and shall b▇▇▇ Buyer for the amount, if any, by Seller that are apportioned to which Buyer’s prorated Property Taxes for the Post-Transfer PeriodClosing Tax Period exceed the estimated amount of Buyer’s prorated Property Taxes for the Post-Closing Tax Period paid at Closing, with Buyer making such payment within twenty (20) days of receipt of such b▇▇▇, or shall refund to Buyer within twenty (20) days the amount, if any, by which Buyer’s prorated Property Taxes for the Post-Closing Tax Period are less than the estimated amount of Buyer’s prorated Property Taxes for the Post-Closing Tax Period paid at Closing. Buyer shall pay all promptly forward to Seller any Property Taxes which become due and payable after Tax bills for the taxable period that contains the Closing Date with respect to a Straddle Periodthat are received by Buyer.

Property Taxes. All Property Taxes which have become due and payable upon any of the Purchased Assets on or before the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority Subject Companies with respect to the Purchased Assets that are due Contributed Interests (including, without limitation, property Taxes payable as a tenant or lessee under any lease) will be pro-rated as of the Closing Date and, notwithstanding any other provision of this Agreement, the economic burden of any such property Tax will be borne by (i) the AMCI Parties for all Pre-Closing Periods and payable the portion of any Straddle Period through the Closing Date and (ii) by the Company for all Post-Closing Periods and the portion of any Straddle Period after the Closing Date. Accordingly, notwithstanding any other provision of this Agreement, (i) if any Subject Company paid or pays such a property Tax with respect to a Post-Closing Period or the portion of Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on that is not included as a prepaid item in the last day calculation of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known Working Capital Balance as of the Closing Date, such proration the Company will be based reimburse the AMCI Parties on the previous year’s assessment behalf of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment Subject Company within thirty (30) 15 days after receiving from the actual amount becomes known. Seller shall be liable AMCI Parties written demand for all such Property Taxes apportioned to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to Buyer the amount of any such property Tax, and (ii) if the Company pays such a property Tax with respect to a Pre-Transfer Closing Period and other Property Taxes for which Seller or the portion of a Straddle Period through the Closing Date that is liable under this Section 5.4 and which remain unpaid not included as an accrued liability in the calculation of the Working Capital Balance as of the Closing Date. Within five (5) , the AMCI Parties on behalf of the Subject Companies will reimburse the FRC Parties within 15 days after receiving from the Closing DateFRC Parties written demand for the amount of such property Tax. For purposes of pro-rating property Taxes, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned the amount of any property Tax attributable to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after portion of a Straddle Period through the Closing Date with respect shall be deemed to be the amount of such property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period through the Closing Date and the denominator of which is the number of days in the entire Straddle Period. In determining the Straddle Period for property Taxes, the Tax period as reflected on the statement of Taxes due, property Tax ▇▇▇▇, property "tax ticket," or any other request for payment from a Governmental Authority will determine the taxable period (e.g., a state property Tax ▇▇▇▇ that indicates the tax year as 2002 is for a Tax for the taxable period January 1, 2002 through December 31, 2002).

Property Taxes. All Property Taxes which have become due and payable upon any of the Purchased Assets on or before the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller shall be liable responsible for all ad valorem Taxes, property Taxes, and similar obligations (“Property Taxes”) applicable to the Assets for any period prior to the Effective Time, and Buyer shall be responsible for all such Property Taxes for any period that begins on or after the Effective Time. With respect to the 2014 Tax period in which the Effective Time occurs (the “Current Tax Period”), such Property Taxes shall be apportioned between Seller and Buyer as of the Effective Time based on the Current Tax Period’s assessed value at the most current Tax rate. The apportionment method shall be an allocation based on the number of days the Assets were owned. The amount apportioned to the Pre-Transfer Period and Seller shall be the number of days the Assets were owned from January 1, 2014 to the day prior to the Effective Time. The amount apportioned to the Buyer shall be liable for all such Property Taxes apportioned the number of days the Assets were owned from the Effective Time to the Post-Transfer PeriodDecember 31, 2014. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to reimburse Buyer at Closing or in connection with any post-closing settlement provided for herein the amount of any Pre-Transfer Property Taxes allocated to Seller pursuant to this Section 12.1 that are paid or are to be paid by Buyer. Buyer shall file the Tax Return (unless previously filed by Seller) with respect to the Current Tax Period and other shall pay any Taxes shown due with respect thereto, subject to Buyer’s right to reimbursement for the portion allocable to Seller pursuant to this Section 12.1. Buyer agrees to reimburse Seller at Closing or in connection with any post-closing settlement provided for herein the amount of any Property Taxes allocated to Buyer pursuant to this Section 12.1 that are paid or to be paid by Seller. If the Property Taxes pursuant to the preceding provisions of this Section 12.1 (the “Estimated Property Taxes”) are different than the actual Property Taxes for the Current Tax Period, Buyer and Seller agree to co-operate in good faith and readjust the amount of Property Taxes for which Buyer and Seller is are liable under this Section 5.4 and which remain unpaid 12.1 by means of a payment from Seller to Buyer or Buyer to Seller, as of the Closing Date. Within five (5) days after case may be, in order to true-up the Closing Date, Buyer shall reimburse Seller for all Estimated Property Taxes paid by Seller with the actual Taxes that are apportioned to owed for the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Current Tax Period.

Property Taxes. All Property Taxes which have become due (for the avoidance of doubt, other than Transfer Taxes) levied with respect to the Assets for the Straddle Period shall be apportioned between the Buyers and payable upon any the Sellers based on the number of days of such Straddle Period included in the Pre-Closing Period and the number of days of such Straddle Period included in the Post-Closing Period. The Sellers shall be liable for the proportionate amount of such Property Taxes that is attributable to the Pre-Closing Period, and the Buyers shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Closing Period. With respect to tangible personal property that is owned by the Companies as of the Purchased Assets on or Closing Date, Sellers shall be credited with any Property Taxes paid by the Companies prior to the Closing Date in respect of Property Taxes not yet assessed by the applicable Governmental Authority. Property Taxes that relate to a fiscal year ending prior to the Closing Date shall be the responsibility of the Sellers. All installments of Property Taxes having a due date before the Closing Date shall be paid by Seller each Company before the Closing Date, and the Buyers will cause the Companies to pay all installments of Property Taxes having a due date on or before after the Closing Date. At the Closing, together with any penalty or interest thereonthe net amount of all Property Tax adjustments computed according to this Section 9.4.1, to the relevant Governmental Authority. All based upon which party is responsible for such Property Taxes imposed by and which party is to pay such Property Taxes, shall be added to or deducted from the Purchase Price. If current tax statements for any Governmental Authority with respect to the Purchased Assets that are due and payable with respect to Property Taxes for a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known available as of the Closing Date, such the prior year's tax statements will be used for purposes of making an estimated proration at the Closing, and a final proration will be based on made promptly when the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse current tax statements for any overpayment within thirty (30) days after the actual amount becomes known. Seller shall be liable for all such Property Taxes apportioned are received. The Sellers shall remit to the Pre-Transfer Period Buyers any additional amounts due to the Buyers in such regard within 10 Business Days of receipt of written notice thereof from the Buyers (which notice shall include reasonable evidence of the Taxes owed). The Buyers shall remit to the Sellers any excess amounts previously remitted hereunder within 10 Business Days of receipt of written notice thereof from the Sellers (which notice shall include reasonable evidence of the Taxes owed). If the Sellers, from and Buyer shall be liable for all after the Closing, receive any ▇▇▇▇, assessment or other notice of any such Property Taxes apportioned due for any Straddle Period, the Sellers shall promptly forward a copy of such ▇▇▇▇, assessment or other notice to the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five (5) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle PeriodBuyers.

Property Taxes. All (i) Any special assessments outstanding on or with respect to the Property Taxes which and/or the Project (or proposed to be assessed on or with respect to the Property and/or the Project even if not yet a Lien), whether or not same have become due and payable upon any of the Purchased Assets on or before the Closing Date (including, in the case of special assessments payable in installments, any installments that will become payable after the Closing Date), shall be paid by Seller on in full prior to Closing without any charge to, reimbursement from or before proration with the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. Buyer. (ii) All Property Taxes imposed by any Governmental Authority with respect to Taxes, other than special assessments as addressed in Subsection 5.8(b)(i), on the Purchased Assets that are due and payable with respect to a Straddle Period (taking into account whether Property or otherwise on the Project shall be prorated at Closing as follows: Any such Property Taxes are payable shall be deemed to cover the calendar year in advance which the applicable Property Tax Lien Date occurs. Any such Property Taxes for which the applicable Property Tax Lien Date occurs in calendar years prior to the calendar year of Closing shall be paid by Seller in full prior to Closing without any reimbursement from or proration with Buyer. Any such Property Taxes for which the applicable Property Tax Lien Date occurs in arrearsthe calendar year of Closing shall be prorated at the Closing so that Seller (without any charge to or reimbursement from the Buyer) shall be apportioned between (i) charged with such Property Taxes from the period beginning before and ending on first of the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after calendar year to the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing Buyer charged with such apportionment, all Property Taxes shall be prorated on for the assumption balance of said calendar year. With respect to any ▇▇▇▇ for Property Taxes proratable hereunder that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is has not known yet been issued as of the Closing Date, such proration will be based on the previous year’s assessment of such item current taxable value and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller tax rate shall be liable for all such Property Taxes apportioned assumed to the Pre-Transfer Period apply and Buyer shall be liable for all such Property Taxes apportioned used in proration hereunder. (iii) With respect to the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as the applicable Property Tax Lien Date occurs in the calendar year of the Closing Date. Within five (5) days after the Closing DateClosing, Buyer shall reimburse have the right to participate in the appeal, settlement or compromise of any proceeding to determine the value of the Project for purposes of Property Taxes. Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. shall take such action in connection with any such proceeding as Buyer shall pay all Property Taxes which become due reasonably request from time to time to implement the preceding sentence, including the selection of counsel and payable after experts and the Closing Date execution of powers of attorney. During the Interim Period, Seller shall not settle any proceeding with respect to a Straddle Property Taxes that could materially affect Buyer in the calendar year of Closing without Buyer's prior written consent. (iv) During the Interim Period, Seller shall take appropriate action to ensure the continuation of existing Project Property Tax incentives, exemptions and abatements, including but not limited to, air and water pollution control tax exemption certificates, industrial facility tax abatements payment in lieu of taxes or renaissance zones. Further, Seller shall participate and take appropriate actions to transfer ownership or registration of such incentives, abatements or exemptions to the Buyer.

Property Taxes. All Property Taxes which have become due and payable upon any of the Purchased Assets on or before the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority Subject Companies with respect to the Purchased Assets that are due Acquired Interests (including, without limitation, property Taxes payable as a tenant or lessee under any lease, including any reimbursement to any lessor or sub-lessor for any taxes) will be pro-rated as of the Closing Date and, notwithstanding any other provision of this Agreement, the economic burden of any such property Tax will be borne by (i) Sellers for all Pre-Closing Periods and payable the portion of any Straddle Period through the Closing Date and (ii) by Buyer for all Post-Closing Periods and the portion of any Straddle Period after the Closing Date. Accordingly, notwithstanding any other provision of this Agreement, (i) if any Subject Company paid or pays such a property Tax with respect to a Post-Closing Period or the portion of Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller shall be liable for all such Property Taxes apportioned to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five (5) days after the Closing Date, Buyer shall will reimburse Seller Sellers on behalf of such Subject Company within 15 days after receiving from Sellers written demand for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. amount of such property Tax, and (ii) if Buyer shall pay all Property Taxes which become due and payable after the Closing Date pays such a property Tax with respect to a Pre-Closing Period or the portion of a Straddle Period through the Closing Date, Sellers on behalf of the Subject Companies will reimburse Buyer within 15 days after receiving from Buyer written demand for the amount of such property Tax. For purposes of pro-rating property Taxes, the amount of any property Tax attributable to the portion of a Straddle Period through the Closing Date shall be deemed to be the amount of such property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period through the Closing Date and the denominator of which is the number of days in the entire Straddle Period. In determining the Straddle Period for property Taxes, the Tax period as reflected on the statement of Taxes due, property Tax b▇▇▇, property “tax ticket,” or any other request for payment from a Governmental Authority will determine the taxable period (e.g., a state property Tax b▇▇▇ that indicates the tax year as 2005 is for a Tax for the taxable period January 1, 2005 through December 31, 2005), other than personal property Taxes in the State of West Virginia where, for example, a property Tax b▇▇▇ that indicates the tax year as 2005 is for a Tax for the taxable period January 1, 2004 through December 31, 2004.

Property Taxes. All Property Taxes which have become due unpaid real and payable upon any of personal property taxes and assessments on the Purchased Assets for any taxable period commencing on or before the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, prior to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Adjustment Date”) and ending on or after the Adjustment Date (a “Straddle Period”) shall be prorated between Purchaser and Sellers as of the close of business on the Adjustment Date based on the best information then available with (a) Sellers being liable for such Taxes attributable to any portion of a Straddle Period ending on the day prior to the Adjustment Date (such amounts, “Sellers’ Property Taxes”) and (iib) the period beginning Purchaser being liable for such Taxes attributable to any portion of a Straddle Period on the day immediately or after the Closing Adjustment Date. Information available after the Adjustment Date that alters the amount of Taxes due with respect to the Straddle Period will be taken into account and ending on any change in the last day amount of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated between Purchaser and Sellers as set forth in the next sentence. All such prorations shall be allocated so that items relating to the portion of a Straddle Period ending on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller shall be liable for all such Property Taxes apportioned to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereofAdjustment Date shall be allocated to Sellers based upon the number of days in the Straddle Period prior to the Adjustment Date and items related to the portion of a Straddle Period on and after the Adjustment Date shall be allocated to Purchaser based upon the number of days in the Straddle Period from and after the Adjustment Date. For purposes of determining Sellers’ Property Taxes on the Closing Date under this Agreement, Seller with respect to any real or personal property Taxes for a Straddle Period for which a written assessment or ▇▇▇▇ has not yet been received from the applicable taxing authority, such amounts shall pay to Buyer be determined by assuming that the relevant Tax owed for such period equals no less than one hundred thirty percent (130%) of the amount of any Pre-Transfer Period and other Property Taxes for which Seller such Tax as set forth on the most recent ▇▇▇▇ or notice that is liable under this Section 5.4 and which remain unpaid as of the Closing Dateavailable. Within five (5) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned Notwithstanding anything to the Post-Transfer Period. Buyer contrary herein, neither Purchaser nor any of its Affiliates shall have any liability for or otherwise be required to pay all Property any real or personal property Taxes or other similar Taxes which become due and payable after are liabilities or obligations under any lease or Contract of a Seller to the Closing Date with respect to a Straddle Periodextent such lease or contract is not an Assumed Contract.

Property Taxes. All Property As of the Closing, all real and personal property Taxes for Tax periods beginning before and ending after the Closing Date shall be prorated separately on a per diem basis as of the Closing Date using the latest available rates and assessments, and the applicable Seller’s proportionate share of its property Taxes (which have shall be determined on a per diem basis from the beginning of the relevant Tax period through the day prior to Closing) shall be credited to Buyer in the applicable Estimated Closing Statement, subject to adjustment by the parties as promptly as practicable after the Closing Date when each final tax ▇▇▇▇ becomes available. Buyer shall promptly provide a copy of each final tax ▇▇▇▇ to the applicable Seller, but in any event within seven (7) days of its receipt of such ▇▇▇▇, and if the amount credited to Buyer for such Seller’s property Taxes determined at Closing exceeds such Seller’s proportionate share of property Taxes shown on such final tax ▇▇▇▇, Buyer shall pay such Seller (or if an Electing Seller, its designated “qualified intermediary”) an amount equal to such excess within fourteen (14) days of Buyer’s receipt of such ▇▇▇▇. If the amount credited to Buyer for such Seller’s property Taxes determined at Closing is less than such Seller’s proportionate share thereof, such Seller (or if an Electing Seller, its designated “qualified intermediary”) shall pay Buyer the remaining balance of its proportionate share of such property Taxes within seven (7) days of its receipt of the copy of such ▇▇▇▇. Subject to the foregoing proration mechanism, all property Taxes relating to the Total Assets that become due and payable upon any of the Purchased Assets on or after the Closing shall be paid solely by Buyer. Any Tax refunds or rebates attributable to Tax periods (or portions thereof) ending before the Closing Date shall be paid by the property of the applicable Seller, and Buyer shall pay promptly to such Seller any such amounts that it receives. Any Tax refunds or rebates attributable to Tax periods (or portions thereof) beginning on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount property of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing DateBuyer, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller shall be liable for all such Property Taxes apportioned to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereof, applicable Seller shall pay promptly to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five such amounts (5or portions thereof) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Periodit receives.

Property Taxes. (i) All Property assessments, ad valorem Taxes which have become due and payable upon any of property Taxes attributable to the Business and the Purchased Assets and any portion thereof (“Property Taxes”) attributable to the ownership of the Business and the Purchased Assets during any Tax period beginning and ending on or before prior to the Closing Date Date, whenever assessed and whether or not assessed in arrears (and notwithstanding upon which Party the payment obligation is legally imposed or any prevailing “custom” regarding the “sharing” of any payment thereof), shall be paid by Seller. Seller on or before the Closingshall, together with any penalty or interest thereon, prior to the relevant Governmental Authority. All Closing Date, pay all Property Taxes imposed by any Governmental Authority levied or assessed with respect to the Business and the Purchased Assets that are due and payable with respect for all periods prior to a Straddle Period (taking into account whether the Closing Date. If any such Property Taxes are payable in advance have not yet been levied or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after assessed as of the Closing Date and ending on the last day amount of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing Date, such proration will be then an amount based on the previous year’s assessment Tax bills for the immediately preceding year shall be included as accrued liabilities of Seller for purposes of calculating the Initial Closing Working Capital and Final Closing Working Capital and to the extent so included shall be paid when due by Buyer. In any such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after event, once the actual amount becomes known. Seller shall be liable for all of any such Property Taxes apportioned is known, the Parties shall promptly remit to each other any amounts owed, which obligations shall survive the Closing hereunder. (ii) All Property Taxes attributable to the Pre-Transfer Period ownership of the Business and Buyer the Purchased Assets during any Tax period in which the Closing Date occurs that begins prior to the Closing Date and ends after the Closing Date shall be liable for all apportioned as of the Effective Time between Seller, on the one hand, and Buyer, on the other, determined by prorating such Property Taxes apportioned on a daily basis over the entire taxable period. The portion of such Property Taxes applicable to the Post-Transfer Period. No later than fifteen (15) days period prior to the Closing Date shall be included as accrued liabilities of Sellers for purposes of calculating the Initial Closing Working Capital and the Final Closing Working Capital and to the extent so included shall be paid when due date thereof, Seller shall pay to Buyer by Buyer. If the amount of any Pre-Transfer Period and other such Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid not known as of the Closing Date. Within five (5) days after , then such Property Taxes shall be prorated based on the Tax bills for the immediately preceding year, and the Parties will, on a post-Closing basis, reprorate such Property Taxes once the actual Property Taxes are known, and shall remit to each other any amounts owed, which obligation shall survive the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Periodhereunder.

Property Taxes. All Property Taxes which have become due and payable upon any of the Purchased Assets on or before the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated apportioned on the assumption that an equal amount of Property Tax applies to each day basis of the relevant taxable fiscal period regardless of how installment payments are billed or madefor which assessed. If the actual amount Liquidation Apportionment Date shall occur before an assessment is made or a tax rate is fixed for the tax period in which the Liquidation Apportionment Date occurs, the apportionment of any such item is not known Property Taxes based thereon shall be made as of such Liquidation Apportionment Date by applying the tax rate for the preceding year to the latest assessed valuation, but the apportionment thereof shall be recalculated upon the later to occur of the Final Liquidation Closing Statement or the date on which the assessment and/or tax rate for the current year are fixed. All rebates or reductions in Property Taxes received subsequent to Liquidation Closing relating to periods prior to Liquidation Closing, net of costs of obtaining the same, shall be prorated as of the Closing Liquidation Apportionment Date, such proration will be based on when received. If, as of the previous year’s assessment of such item and Liquidation Apportionment Date, the parties hereto will adjust such proration and pay Company Projects or any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller portion thereof shall be liable for all affected by any special or general assessments which are or may become payable in installments of which any installment is then a lien and has become due and payable, such Property Taxes apportioned currently due and payable installment(s) shall be allocated to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days period prior to the due date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period Liquidation Apportionment Date and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five (5) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become installments not due and payable on the Liquidation Apportionment Date shall be allocated to the period after the Closing Date with respect to a Straddle PeriodLiquidation Apportionment Date.

Property Taxes. All Property Taxes which have become due and payable upon any of the Purchased Assets on or before the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller shall be liable responsible for all ad valorem Taxes and real or personal property Taxes imposed on the Assets (“Property Taxes”) for any Tax period (or portion thereof) prior to the Effective Time, and Buyer shall be responsible for all such Property Taxes for any Tax period (or portion thereof) that begins on or after the Effective Time. With respect to the 2014 Tax period in which the Effective Time occurs (the “Current Tax Period”), such Property Taxes shall be apportioned between Seller and Buyer as of the Effective Time based on the Current Tax Period’s assessed value at the most current Tax rate. The apportionment method shall be an allocation based on the number of days the Assets were owned. The amount apportioned to the Pre-Transfer Period and Seller shall be the number of days the Assets were owned from January 1, 2014 to the day prior to the Effective Time. The amount apportioned to the Buyer shall be liable for all such Property Taxes apportioned the number of days the Assets were owned from the Effective Time to the Post-Transfer PeriodDecember 31, 2014. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to reimburse Buyer at Closing or in connection with any post-closing settlement provided for herein the amount of any Pre-Transfer Property Taxes allocated to Seller pursuant to this Section 11.1 that are paid or are to be paid by Buyer. Buyer shall file the Tax Return (unless previously filed by Seller) with respect to the Current Tax Period and other shall pay any Property Taxes shown due with respect thereto, subject to Buyer’s right to reimbursement for the portion allocable to Seller pursuant to this Section 11.1. Buyer shall reimburse Seller at Closing or in connection with any post-closing settlement provided for herein the amount of any Property Taxes allocated to Buyer pursuant to this Section 11.1 that are paid or to be paid by Seller. If the Property Taxes pursuant to the preceding provisions of this Section 11.1 (the “Estimated Property Taxes”) are different than the actual Property Taxes for the Current Tax Period, Buyer and Seller agree to co-operate in good faith and readjust the amount of Property Taxes for which Buyer and Seller is are liable under this Section 5.4 11.1 by means of a payment from Seller to Buyer or Buyer to Seller, as the case may be, in order to true-up the Estimated Property Taxes with the actual Property Taxes that are owed for the Current Tax Period. In the event any Property Taxes attributable to the Assets and which remain unpaid as of to periods ending on or after the Closing Date. Within five (5) days after Effective Time become due and payable prior to the Closing Date, Seller shall timely pay and satisfy such Property Taxes, and Buyer shall reimburse Seller at Closing for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Periodsuch Taxes.

Property Taxes. All Property Taxes for any taxable period in which have become due and payable upon any of the Purchased Assets on or before the Closing Date occurs shall be paid by prorated between Seller and Buyer on or before a per diem basis (with Seller liable for the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect for the portion of the taxable period prior to the Purchased Assets that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date November 1, 2009 (the “Pre-Transfer Closing Tax Period”) and (ii) Buyer liable for the Property Taxes for the portion of the taxable period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period November 1, 2009 (the “Post-Transfer Closing Tax Period”)). In performing such apportionmentNot later than five (5) days prior to the Closing Date, all Seller shall deliver to Buyer Seller’s calculation of the portion of the Property Taxes shall be prorated on owed to each Governmental Authority for the assumption that an equal amount of Post-Closing Tax Period (in the aggregate, the “Closing Property Tax applies Payment”) and any Tax bills or other information supporting such calculation. At the Closing, Buyer shall pay to each day of Seller the relevant Closing Property Tax Payment. Seller shall pay or cause to be paid to the appropriate Governmental Authorities the Property Taxes relating to the tax period in which the Closing Date occurs. To the extent any Property Taxes imposed on or with respect to the Subject Assets for a taxable period regardless of how installment payments that contains the Closing Date are billed or made. If the actual amount of any such item is not known finally determined as of the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller prorated Property Taxes shall be liable calculated by multiplying (i) the Property Tax appraised values for all the current taxable period, if determined as of Closing Date, or the Property Tax appraised values for the immediately preceding taxable period if such values have not been determined for the current taxable period as of Closing Date, by (y) the Property Taxes apportioned Tax rates for the relevant taxing units in which the Subject Asset are located for the current taxable period if such rates have been determined or, to the Pre-Transfer Period and Buyer shall be liable extent such Tax rates have not been determined, the Tax rates for all such Property Taxes apportioned to the Post-Transfer Periodimmediately preceding taxable period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as Upon receipt of the Closing Date. Within five (5) days after Property Tax bills for the taxable period that contains the Closing Date, Buyer Seller shall reimburse Seller for all calculate the prorated Property Taxes paid and shall ▇▇▇▇ Buyer for the amount, if any, by Seller that are apportioned to which Buyer’s prorated Property Taxes for the Post-Transfer PeriodClosing Tax Period exceed the estimated amount of Buyer’s prorated Property Taxes for the Post-Closing Tax Period paid at Closing, with Buyer making such payment within twenty (20) days of receipt of such ▇▇▇▇, or shall refund to Buyer within twenty (20) days the amount, if any, by which Buyer’s prorated Property Taxes for the Post-Closing Tax Period are less than the estimated amount of Buyer’s prorated Property Taxes for the Post-Closing Tax Period paid at Closing. Buyer shall pay all promptly forward to Seller any Property Taxes which become due and payable after Tax bills for the taxable period that contains the Closing Date with respect to a Straddle Periodthat are received by Buyer.

Property Taxes. All Property Taxes which have become due and of SME with respect to the Purchased Assets, including those payable upon as a tenant or lessee under any lease, sublease or agreement, will be pro-rated as of the Purchased Assets on Closing Date and, notwithstanding any other provision of this Agreement, the economic burden thereof will be borne by (a) SME for all Pre-Closing Periods and the portion of any Straddle Period through the Closing Date and (b) by DPI for all Post-Closing Periods and the portion of any Straddle Period after the Closing Date. Accordingly, notwithstanding any other provision of this Agreement, (i) if SME pays such a property Tax with respect to a Post-Closing Period or before the portion of Straddle Period after the Closing Date, DPI will reimburse SME within 15 days after receiving from SME a written demand for the amount of such property Tax, accompanied by documentation of the Tax computation and payment, and (ii) if DPI pays such a property Tax with respect to a Pre-Closing Period or the portion of a Straddle Period through the Closing Date, SME will reimburse DPI within 15 days after receiving from DPI a written demand for the amount of such property Tax, accompanied by documentation of the Tax computation and payment,. For purposes of pro-rating property Taxes, the amount of any property Tax attributable to the portion of a Straddle Period through the Closing Date shall be paid by Seller on or before deemed to be the Closing, together with any penalty or interest thereon, to amount of such property Taxes for the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that are due and payable with respect to a entire Straddle Period (taking into account whether such Property Taxes are payable multiplied by a fraction, the numerator of which is the number of days in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after Straddle Period through the Closing Date and ending the denominator of which is the number of days in the entire Straddle Period. In determining the Straddle Period for property Taxes, the Tax period as reflected on the last day statement of Taxes due, property Tax ▇▇▇▇, property "tax ticket," or any other request for payment from a Governmental Authority will determine the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller shall be liable for all such Property Taxes apportioned to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five (5) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Periodperiod.

Property Taxes. All Seller shall promptly pay when due all Property Taxes which have become due and payable upon any of the Purchased Assets on or before the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority levied with respect to the Purchased Acquired Assets that are due attributable to the Pre-Closing Tax Period, except any Property Taxes related to the Pre-Closing Tax Period payable as a result of any default by Buyer under the PILOT Agreement, the Existing Shared Facilities Agreement or the Amended and payable Restated Shared Facilities Agreement; provided, that, for the avoidance of doubt, the foregoing shall not be deemed to alter any of the obligations of Buyer with respect to a Straddle Period (taking into account whether such the allocation of liability for Property Taxes are payable in advance or in arrears) shall be apportioned between (i) related to the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) Closing Tax Period under the PILOT Agreement, the Existing Shared Facilities Agreement or the Amended and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes knownRestated Shared Facilities Agreement. Seller shall be liable for all such Property Taxes, reduced (but not below zero) by any Property Taxes apportioned with respect to the PreAcquired Assets prepaid by Seller that are allocable to a Post-Transfer Period and Closing Tax Period. Buyer shall be liable for all the proportionate amount of such Property Taxes apportioned that is attributable to the Post-Transfer Period. No later than fifteen (15) days prior Closing Tax Period and any Property Taxes related to the due date thereofPre-Closing Tax Period payable as a result of any default by Buyer under the PILOT Agreement, Seller the Existing Shared Facilities Agreement or the Amended and Restated Shared Facilities Agreement. Upon receipt of any ▇▇▇▇ for such Property Taxes, Buyer or Seller, as applicable, shall pay present a statement to Buyer the other setting forth the amount of any Pre-Transfer Period and other Property Taxes for reimbursement to which Seller each is liable entitled under this Section 5.4 and 5.03(e) together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement absent manifest error. In the event that Buyer or Seller makes any payment for which remain unpaid as of it is entitled to reimbursement under this Section 5.03(e), the Closing Date. Within five applicable Party shall make such reimbursement promptly but in no event later than ten (510) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned presentation of a statement setting forth the amount of reimbursement to which the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after presenting Party is entitled along with such supporting evidence as is reasonably necessary to calculate the Closing Date with respect to a Straddle Periodamount of reimbursement.

Property Taxes. All Property Taxes which have become due real property taxes for the year immediately preceding the year of Closing that are payable in the year of Closing, and payable upon any of the Purchased Assets on or before the Closing Date for years prior thereto, shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, to . Real property taxes for the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the year of Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day basis of the relevant taxable period regardless of how installment payments are billed or mademost recent assessment and levy. If the actual most recent tax assessment and levy is not for the current tax year, then the parties shall reprorate within sixty (60) days of the receipt of the tax assessment and levy for the current tax year. If after the Closing there is any retroactive increase in the real or personal property taxes or assessments imposed of the Property: (1) if such increase relates to the tax year in which the Closing occurred, then such increase shall be prorated by Seller and Buyer on a per diem basis based on their respective periods of ownership during their period to which such increase applies, (2) if such increase relates to any tax year subsequent to the tax year which the Closing occurred, then such increase shall be the obligation of Buyer, and (3) if such increase relates to any tax year prior to the tax year in which the Closing occurred, then such increase shall be the obligation of Seller, except to the extent that such increases are to be collected from tenants under the terms of the Tenant Leases. Any and all refunds, credits, claims or rights to appeal respecting the amount of any such item is not known as real property taxes or other taxes or assessments charged in connection with the Property for any period shall belong to Buyer following the Closing, except that if prior to the end of the Due Diligence Period Seller has applied for a property tax refund or has appealed the County Assessor’s valuation of the Property for any period of time prior to the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. then Seller shall be liable for all entitled to any refund applicable to such Property Taxes apportioned to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five (5) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Periodperiod.

Property Taxes. All Property Taxes which have become due and payable upon any of the Purchased Assets on or before the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority Other than with respect to Serviced REO Properties, Sellers shall cause to be paid prior to the Purchased applicable Servicing Assets Settlement Date all Tax bills relating to Serviced Mortgage Loans (including interest, late charges, and penalties in connection therewith) that are issued by a Taxing Authority and relate to a Mortgaged Property and that are received by a Seller, or released and available to a Seller’s Tax service provider in states where such Seller utilizes a tax service provider, five (5) Business Days prior to such Servicing Assets Settlement Date that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after such Servicing Assets Settlement Date, provided that, in the actual amount becomes knownevent that, with respect to any Serviced Mortgage Loan, no escrowed funds are designated or otherwise available for satisfaction of Tax claims with respect to the related Mortgaged Property, Sellers shall cause to be paid only those Tax bills necessary to preserve the Lien created by such Serviced Mortgage Loan on the Mortgaged Property. Seller With respect to Serviced REO Properties, Sellers shall only be liable responsible for the payment of Tax bills necessary to prevent the imminent foreclosure of such REO Property due to non-payment of such taxes. Sellers shall deliver to the Servicing Assets Purchaser all such Property Taxes apportioned to Tax bills received by it from the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days fourth Business Day prior to the due applicable Servicing Assets Settlement Date to the date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller that is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five ninety (590) days after such Servicing Assets Settlement Date. Sellers or, on behalf of Sellers, their tax service provider, shall immediately forward to Servicing Assets Purchaser all Tax bills received by a Seller after the Closing applicable Servicing Assets Settlement Date or received by a Seller before such Servicing Assets Settlement Date but which are due more than thirty (30) days after such Servicing Assets Settlement Date. The foregoing shall in no way impose upon any Seller an obligation to pay any Taxes (including interest, late charges, and penalties associated therewith) for which (i) a title insurer has an obligation to pay by virtue of the terms of a mortgagee policy of title insurance which is issued in connection with the origination of the subject Serviced Mortgage Loans and which insures Servicing Assets Purchaser subsequent to the applicable Servicing Assets Settlement Date or (ii) a Taxing Authority has billed the borrower under the related Serviced Mortgage Loan directly rather than billing such Seller or the tax service provider directly (except to preclude loss of the Mortgaged Property where the Taxes have not been paid by the borrower). On the applicable Servicing Assets Settlement Date, Buyer Sellers shall reimburse Seller forward to Servicing Assets Purchaser a listing of all Serviced Mortgage Loans that have property Taxes due within thirty (30) days after such Servicing Assets Settlement Date and for all Property Taxes which Sellers did not pay the bills prior to such Servicing Assets Settlement Date. On the applicable Servicing Assets Settlement Date, Sellers shall provide Servicing Assets Purchaser with fully paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date life of loan tax service contracts with respect to a Straddle Periodall of the Serviced Mortgage Loans.

Property Taxes. All real property Taxes, personal property Taxes and similar ad valorem Taxes (“Property Taxes which have become due and payable upon any of Taxes”) levied with respect to the Business or the Purchased Assets on or before (other than Taxes allocated pursuant to Section 5.1) for a taxable period that includes (but does not end on) the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before Seller and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known Purchaser as of the Closing Date, such proration will be based on the previous year’s assessment number of days of such item taxable period included in the Pre-Closing Tax Period and the parties hereto will adjust number of days of such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after taxable period included in the actual amount becomes knownPost-Closing Tax Period. Seller shall be liable for all the proportionate amount of such Property Taxes apportioned that is attributable to the Pre-Transfer Period Closing Tax Period, and Buyer Purchaser shall be liable for all the proportionate amount of such Property Taxes apportioned that is attributable to the Post-Transfer Closing Tax Period. No later than fifteen (15) days prior Upon receipt of any b▇▇▇ for Property Taxes relating to the due date thereofBusiness or the Purchased Assets, Seller Purchaser or Seller, as applicable, shall pay present a statement to Buyer the other party setting forth the amount of any Pre-Transfer Period and other Property Taxes for reimbursement to which Seller each is liable entitled under this Section 5.4 5.3 together with such supporting evidence as is reasonably necessary to calculate the proration amount (calculated as a difference between the actual amount payable and the amount reflected in the Final Net Working Capital calculation as a reserve). In each case, the amount shall be paid by the party owing it to the other party within twenty (20) days after delivery of such statement, subject to any adjustments to reflect amounts included in the calculation of Final Net Working Capital. In the event that either Seller or Purchaser shall make any other payment for which remain unpaid as of it is entitled to reimbursement under this Section 5.3, the Closing Date. Within five other party shall make such reimbursement promptly but in no event later than twenty (520) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. For the avoidance of doubt, Article V shall survive the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Period.

Property Taxes. All Property Taxes which have become due and payable upon any of the Purchased Assets on or before the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller shall be liable responsible for all ad valorem Taxes, property Taxes, and similar obligations (“Property Taxes”) applicable to the Assets for any period prior to the Effective Time, and Buyer shall be responsible for all such Property Taxes for any period that begins on or after the Effective Time. With respect to the Tax period in which the Effective Time occurs (the “Current Tax Period”), such Property Taxes shall be apportioned between Seller and Buyer as of the Effective Time based on the Current Tax Period’s assessed value at the most current Tax rate. The apportionment method shall be an allocation based on the number of days the Assets were owned. The amount apportioned to Seller shall be the Pre-Transfer number of days the Assets were owned from the beginning of the Current Tax Period and to the day prior to the Effective Time. The amount apportioned to Buyer shall be liable for all such Property Taxes apportioned the number of days the Assets were owned from the Effective Time to the Post-Transfer end of the Current Tax Period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to reimburse Buyer at Closing or in connection with any post-closing settlement provided for herein the amount of any Pre-Transfer Property Taxes allocated to Seller pursuant to this Section 11.1 that are paid or are to be paid by ▇▇▇▇▇. Buyer shall file the Tax Return (unless previously filed by Seller) with respect to the Current Tax Period and other shall pay any Property Taxes shown due with respect thereto, subject to ▇▇▇▇▇’s right to reimbursement for the portion allocable to Seller pursuant to this Section 11.1. ▇▇▇▇▇ agrees to reimburse Seller at Closing or in connection with any post-closing settlement provided for herein the amount of any Property Taxes allocated to Buyer pursuant to this Section 11.1 that are paid or to be paid by Seller. If the Property Taxes pursuant to the preceding provisions of this Section 11.1 (the “Estimated Property Taxes”) are different than the actual Property Taxes for the Current Tax Period, Buyer and Seller agree to co-operate in good faith and readjust the amount of Property Taxes for which Buyer and Seller is are liable under this Section 5.4 and which remain unpaid 11.1 by means of a payment from Seller to Buyer or Buyer to Seller, as of the Closing Date. Within five (5) days after case may be, in order to true-up the Closing Date, Buyer shall reimburse Seller for all Estimated Property Taxes paid by Seller with the actual Property Taxes that are apportioned to owed for the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Current Tax Period.

Property Taxes. All Property Taxes which have become due and payable upon any of the Purchased Assets on or before the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that are due (including, without limitation, property Taxes payable as a tenant or lessee under any lease) will be pro-rated as of the Closing Date and, notwithstanding any other provision of this Agreement, the economic burden of any such property Tax will be borne by (i) the Seller for all Pre-Closing Periods and payable the portion of any Straddle Period through the Closing Date; and (ii) by the Buyer for all Post-Closing Periods and the portion of any Straddle Period after the Closing Date. Accordingly, notwithstanding any other provision of this Agreement, (i) if Seller pays such a property Tax with respect to a Post-Closing Period or the portion of Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller shall be liable for all such Property Taxes apportioned to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five (5) days after the Closing Date, Buyer shall will reimburse Seller within 15 days after receiving from Seller written demand for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. amount of such property Tax, and (ii) if Buyer shall pay all Property Taxes which become due and payable after the Closing Date pays such a property Tax with respect to a Pre-Closing Period or the portion of a Straddle Period through the Closing Date, Seller will reimburse Buyer within 15 days after receiving from Buyer written demand for the amount of such property Tax. For purposes of pro-rating property Taxes, the amount of any property Tax attributable to the portion of a Straddle Period through the Closing Date shall be deemed to be the amount of such property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period through the Closing Date and the denominator of which is the number of days in the entire Straddle Period. In determining the Straddle Period for property Taxes, the Tax period as reflected on the statement of Taxes due, property Tax bill, property "tax ticket," or any other request for payment from a ▇▇▇▇rnmental Authority will determine the taxable period.

Property Taxes. All Property Taxes real property taxes for fiscal years (October 1st to September 30th) prior to the fiscal year in which have become due and payable upon any of the Purchased Assets on or before the Closing Date occurs shall be fully paid by Seller (to the extent not already paid by each Tenant) on or before the Closing. To the extent not paid directly by the Tenants, together with any penalty or interest thereon, to real property taxes for the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable fiscal year in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on which the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes occurs shall be prorated on the assumption that an equal amount of Property Tax applies to each day basis of the relevant taxable period regardless of how installment payments are billed or mademost recent assessment and levy. If real property taxes for the actual amount fiscal year in which the Closing occurs are not available as of any such item is not known the Closing Date and prorations of real property taxes are based upon the most recently available real property tax ▇▇▇▇ as of the Closing Date, then the parties shall reprorate within sixty (60) days of the receipt of the actual real property tax ▇▇▇▇ for the fiscal year in which the Closing Occurs. If after the Closing there is any retroactive increase in the real or personal property taxes or assessments imposed on the Property, and such proration will increase relates to the tax year in which the Closing Date occurs, then such increase shall be prorated by Seller and Buyer on a per diem basis based on their respective periods of ownership during their period to which such increase applies; provided, however, if such increase relates to any tax year subsequent to the previous year’s assessment of tax year during which the Closing Date occurs, then such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller increase shall be liable for all the obligation of Buyer, and if such Property Taxes apportioned increase relates to any tax year prior to the Pre-Transfer Period and tax year in which the Closing Date occurs, then such increase shall be the obligation of Seller. Notwithstanding anything herein to the contrary, Buyer shall be liable responsible for all such any increases in property taxes or assessments that result from or are triggered by the sale of the Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to Buyer under this Agreement. Any and all refunds, credits, claims or rights to appeal respecting the amount of any Pre-Transfer Period and real property taxes or other Property Taxes taxes or assessments for which Seller is liable under this Section 5.4 and which remain unpaid any period shall be prorated as of the Closing Date. Within five (5) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Period.

Property Taxes. All Property Taxes which have become due and payable upon any of the Purchased Assets on or before the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that are due (including, without limitation, property Taxes payable as a tenant or lessee under any lease) will be pro-rated as of the Closing Date and, notwithstanding any other provision of this Agreement, the economic burden of any such property Tax will be borne by (i) the Seller for all Pre-Closing Periods and payable the portion of any Straddle Period through the Closing Date; and (ii) by the Buyer for all Post-Closing Periods and the portion of any Straddle Period after the Closing Date. Accordingly, notwithstanding any other provision of this Agreement, (i) if Seller pays such a property Tax with respect to a Post-Closing Period or the portion of Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller shall be liable for all such Property Taxes apportioned to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five (5) days after the Closing Date, Buyer shall will reimburse Seller within 15 days after receiving from Seller written demand for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. amount of such property Tax, and (ii) if Buyer shall pay all Property Taxes which become due and payable after the Closing Date pays such a property Tax with respect to a Pre-Closing Period or the portion of a Straddle Period through the Closing Date, Seller will reimburse Buyer within 15 days after receiving from Buyer written demand for the amount of such property Tax. For purposes of pro-rating property Taxes, the amount of any property Tax attributable to the portion of a Straddle Period through the Closing Date shall be deemed to be the amount of such property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period through the Closing Date and the denominator of which is the number of days in the entire Straddle Period. In determining the Straddle Period for property Taxes, the Tax period as reflected on the statement of Taxes due, property Tax ▇▇▇▇, property "tax ticket," or any other request for payment from a Governmental Authority will determine the taxable period.