Common use of Real Estate Taxes Clause in Contracts

Real Estate Taxes. Real estate or ad valorem real property taxes, assessments (including installments of business improvement district charges and principal and interest installments due on any local improvement district liens, if any) and personal property taxes with respect to the Property (collectively, "Real Estate Taxes") shall be prorated based upon the latest available tax bill, such that Contributors shall be responsible for all Real Esxxxx Taxes levied against the Property for the period prior to the Adjustment Time and CBL/OP shall be responsible for all Real Estate Taxes levied against the Property for the period from and after the Adjustment Time. If the latest available tax bill is not the bill for the current tax year, then Real Estate Txxxx shall be prxxxxed based upon the latest tax information then available (including previous tax bills, current assessments and other information available from the taxing authorities) and CBL/OP and Contributors shall re-prorate the Real Estate Taxes following the Closing as soon as the current tax bill or other current information becomes available. Any increase xx Real Estate Taxes which is assessed following the Closing arising out of the sale of the Real Property to CBL/OP or a subsequent sale or change in ownership thereafter, and/or arising out of any construction or improvements to the Real Property prior to or following the Closing, shall be paid by CBL/OP when assessed. Refunds of Real Estate Taxes for the Real Estate Tax year in which the Closing occurs, net of the costs of pursuing any tax contest or protest proceedings and collecting such refunds, shall be prorated in proportion to the respective shares of such Real Estate Taxes borne by Contributors and CBL/OP hereunder. The rights of Contributors and CBL/OP to their respective shares of any refund of Real Estate Taxes shall be subject to the rights of the Tenants under the Tenant Leases in regard to Overage Rents, and any portion of any refund to which any Tenant is entitled shall be paid to CBL/OP (even if the refund pertains to a period prior to Closing) and CBL/OP covenants to promptly refund (or, in CBL/OP's case, credit) to the Tenants any refund of Real Estate Taxes due the Tenants. Notwithstanding any statement herein to the contrary, the parties agree that taxes shall be prorated on the basis that Property Owner/Contributors is/are responsible for taxes and assessments relating to periods prior to the Closing and CBL/OP is responsible for taxes and assessments relating to periods from the Closing and thereafter, and the parties further agree that this tax proration shall apply regardless of whether the taxing authority assesses taxes in arrears, currently or prospectively.

Real Estate Taxes. Real estate or ad valorem real property taxes, assessments (including installments of business improvement district charges and principal and interest installments due on any local improvement district liens, if any) and personal property taxes with respect to the Property (collectively, "Real Estate Taxes") shall be prorated based upon the latest available tax bill, such that Contributors shall be responsible for all Real Esxxxx Taxes levied against the Property on a cash basis for the period prior to the Adjustment Time and CBL/OP shall be responsible for all Real Estate Taxes levied against the Property for the period from and after the Adjustment Time. If the latest available tax bill is not the bill for the current tax year, then Real Estate Txxxx shall be prxxxxed based upon the latest tax information then available (including previous tax bills, current assessments and other information available from the taxing authorities) and CBL/OP and Contributors shall re-prorate the Real Estate Taxes following the Closing as soon as the current tax bill or other current information becomes available. Any increase xx Real Estate Taxes which is assessed following the Closing arising out of the sale of the Real Property to CBL/OP or a subsequent sale or change in ownership thereafter, and/or arising out of any construction or improvements to the Real Property prior to or following the Closing, shall be paid by CBL/OP when assessed. Refunds of Real Estate Taxes for the Real Estate Tax calendar year in which the Closing occurs, net regardless of the costs of pursuing any tax contest or protest proceedings and collecting year for which such refunds, taxes are assessed. Such proration shall be prorated calculated based upon the actual number of days in proportion to the respective shares such calendar year, with Seller being responsible for that portion of such Real Estate Taxes borne by Contributors and CBL/OP hereunder. The rights of Contributors and CBL/OP calendar year occurring prior to their respective shares of any refund of Real Estate Taxes shall be subject to the rights midnight of the Tenants under the Tenant Leases in regard to Overage Rents, and any portion of any refund to which any Tenant is entitled shall be paid to CBL/OP (even if the refund pertains to a period prior to Closing) and CBL/OP covenants to promptly refund (or, in CBL/OP's case, credit) to the Tenants any refund of Real Estate Taxes due the Tenants. Notwithstanding any statement herein to the contrary, the parties agree that taxes shall be prorated on the basis that Property Owner/Contributors is/are responsible for taxes and assessments relating to periods day prior to the Closing Date and CBL/OP is Buyer being responsible for that portion of such calendar year occurring after midnight of the day prior to the Closing Date. If the real estate tax rate and assessment has not been set for such taxes payable in the calendar year in which the Closing occurs, then the proration of such taxes shall be based upon the rate and assessments for the preceding calendar year, and such proration shall be adjusted between Seller and Buyer upon presentation of written evidence that the actual taxes paid for the calendar year in which the Closing occurs differ from the amounts used at Closing and in accordance with the provisions of Section 5.10. Seller shall pay all installments of special assessments due and payable prior to the Closing Date and Buyer shall pay all installments of special assessments due and payable on and after the Closing Date; provided, however, that Seller shall not be responsible for any installments of special assessments which have not been confirmed or which relate to projects that have not been completed on the date hereof. Notwithstanding the foregoing terms of this Section, Seller shall have no obligation to pay (and Buyer shall not receive a credit at Closing for) any real estate taxes or special assessments to the extent that Buyer is entitled after Closing to reimbursement of taxes and assessments, or the recovery of any increase in taxes and assessments, from the tenants under the Leases, regardless of whether Buyer actually collects such reimbursement or increased taxes and assessments relating to periods from such tenants, it being understood and agreed by Buyer and Seller that the burden of collecting such reimbursements shall be solely on Buyer. There shall be no proration of real estate taxes other than those payable in the calendar year in which the Closing and thereafter, and the parties further agree that this tax proration shall apply regardless of whether the taxing authority assesses taxes in arrears, currently or prospectivelyoccurs.

Real Estate Taxes. Real If with respect to any full Tax Year or fraction of a Tax Year falling within the Term, Landlord's Tax Expenses Allocable to the Premises as hereinafter defined for a full Tax Year exceed Base Taxes Allocable to the Premises then, on or before the thirtieth (30th) day following receipt by Tenant of the certified statement referred to below in this Section 2.7, then Tenant shall pay to Landlord, as Additional Rent, the amount of such excess. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Building and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in obtaining the tax refund or ad valorem abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding year or fraction thereof as the case may be the amounts of real property taxesestate taxes already paid by Tenant as Additional Rent, assessments and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (including installments 30) days after the date of business improvement district charges and principal and interest installments due on any local improvement district liensdelivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any) and personal property taxes , required to be paid pursuant to the above provisions of this Section 2.7 with respect to the Property preceding year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (collectivelyi) monthly installments of fixed rent next thereafter coming due or (ii) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In addition, "Real Estate Taxes") payments by Tenant on account of increases in real estate taxes anticipated for the then current year shall be prorated based upon made monthly at the latest available tax bill, such that Contributors shall be responsible for all Real Esxxxx Taxes levied against time and in the Property fashion herein provided for the period prior to the Adjustment Time and CBL/OP shall be responsible for all Real Estate Taxes levied against the Property for the period from and after the Adjustment Time. If the latest available tax bill is not the bill for the current tax year, then Real Estate Txxxx shall be prxxxxed based upon the latest tax information then available (including previous tax bills, current assessments and other information available from the taxing authorities) and CBL/OP and Contributors shall re-prorate the Real Estate Taxes following the Closing as soon as the current tax bill or other current information becomes available. Any increase xx Real Estate Taxes which is assessed following the Closing arising out payment of the sale of the Real Property to CBL/OP or a subsequent sale or change in ownership thereafter, and/or arising out of any construction or improvements to the Real Property prior to or following the Closing, shall be paid by CBL/OP when assessed. Refunds of Real Estate Taxes for the Real Estate Tax year in which the Closing occurs, net of the costs of pursuing any tax contest or protest proceedings and collecting such refunds, shall be prorated in proportion to the respective shares of such Real Estate Taxes borne by Contributors and CBL/OP hereunderfixed rent. The rights of Contributors and CBL/OP amount so to their respective shares of any refund of Real Estate Taxes shall be subject to the rights of the Tenants under the Tenant Leases in regard to Overage Rents, and any portion of any refund to which any Tenant is entitled shall be paid to CBL/OP (even if the refund pertains Landlord shall be an amount reasonably estimated by Landlord to a period prior be sufficient to Closing) and CBL/OP covenants to promptly refund (orprovide Landlord, in CBL/OPthe aggregate, a sum equal to Tenant's caseshare of such increases, creditat least ten (10) to days before the Tenants any refund of Real Estate Taxes due day on which such payments by Landlord would become delinquent. To the Tenants. Notwithstanding any statement herein to the contrary, the parties agree extent that real estate taxes shall be prorated on the basis that Property Owner/Contributors is/are responsible for taxes and assessments relating payable to periods prior to the Closing and CBL/OP is responsible for taxes and assessments relating to periods from the Closing and thereafter, and the parties further agree that this tax proration shall apply regardless of whether the taxing authority assesses taxes in arrearsinstallments with respect to periods less than a Tax Year, currently the foregoing statement shall be rendered and payments made on account of such installments. Notwithstanding the foregoing provisions, no decrease in Landlord's Tax Expenses with respect to any Tax Year shall result in a reduction of the amount otherwise payable by Tenant if and to the extent said decrease is attributable to vacancies in the Building or prospectively.partial completion of the Building rather than to any other causes. Terms used herein are defined as follows:

Real Estate Taxes. Real Landlord shall pay all real estate or ad valorem taxes on Landlord's Property, including all general real property estate taxes, assessments (including installments of business improvement district charges and principal and interest installments due on any local improvement district liens, if any) and personal property taxes with respect on Landlord's Property and installments for special assessments arising during the term of the Lease. Tenant agrees to reimburse Landlord for Tenant's Proportionate Share of such taxes and assessments. "Proportionate Share" for purposes of this Lease shall be the Property (collectivelyratio obtained by dividing the leasable square feet of the Leased Premises by the leasable square feet of all buildings constructed from time to time on Landlord's Property. Tenant may pay its Proportionate Share of such taxes in installments at least ten days prior to when such installment is due the treasurer, "Real Estate Taxes") unless the escrow of taxes is required as provided below. Landlord shall elect the longest payment schedule possible for special assessments arising during the term of this Lease. Landlord shall contest real estate tax assessments upon request of Tenant, subject to Tenant's payment of its Proportionate Share of reasonable attorneys' fees and costs incurred in such contest. Tenant's Proportionate Share shall be adjusted each time there is any change in the area of the Leased Premises or of all buildings constructed from time to time on Landlord's Property. Any adjustment shall take place on the first day of the first calendar month following the change in either of those areas. Tenant's obligation for each tax described in this section shall be prorated for the first year of this Lease as of the Commencement Date of this Lease. Tenant shall, upon notice from Landlord, pay in escrow to Landlord one-twelfth (1/12) its Proportionate Share of the estimated annual real estate taxes, personal property taxes and installments for special assessments for Landlord's Property on the first day of each month after such request, provided, however, that if the sum of such installments shall be less than the total amount of Tenant's Proportionate Share of such taxes, Tenant shall pay such deficiency at least ten (10) days in advance of the due date of such taxes, taking into account any installment payment arrangements offered by the taxing authority without the imposition of any finance charge, penalty or other cost. Tenant's escrow payment shall be applied by Landlord to the payment of the taxes on the Landlord's Property. At the termination of this Lease, Tenant shall promptly pay Landlord for Tenant's Proportionate Share of the estimated taxes based upon that portion of the termination year this Lease is in effect. Such estimate shall be based upon the latest available taxes for the preceding year. Any payment by Tenant in excess of its Proportionate Share of taxes for any tax bill, such that Contributors year shall be responsible for all Real Esxxxx Taxes levied against the Property for the period prior refunded to the Adjustment Time and CBL/OP shall be responsible for all Real Estate Taxes levied against the Property for the period from and after the Adjustment Time. If the latest available tax bill is not the bill for the current tax year, then Real Estate Txxxx shall be prxxxxed based upon the latest tax information then available (including previous tax bills, current assessments and other information available from the taxing authorities) and CBL/OP and Contributors shall re-prorate the Real Estate Taxes following the Closing Tenant as soon as the current tax bill or other current information becomes available. Any increase xx Real Estate Taxes which is assessed following the Closing arising out of the sale of the Real Property to CBL/OP or a subsequent sale or change in ownership thereafter, and/or arising out of any construction or improvements to the Real Property prior to or following the Closing, shall be paid by CBL/OP when assessed. Refunds of Real Estate Taxes for the Real Estate Tax year in which the Closing occurs, net of the costs of pursuing any tax contest or protest proceedings and collecting such refunds, shall be prorated in proportion to the respective shares of such Real Estate Taxes borne by Contributors and CBL/OP hereunder. The rights of Contributors and CBL/OP to their respective shares of any refund of Real Estate Taxes shall be subject to the rights of the Tenants under the Tenant Leases in regard to Overage Rents, and any portion of any refund to which any Tenant is entitled shall be paid to CBL/OP (even if the refund pertains to a period prior to Closing) and CBL/OP covenants to promptly refund (or, in CBL/OP's case, credit) to the Tenants any refund of Real Estate Taxes due the Tenants. Notwithstanding any statement herein to the contrary, the parties agree that taxes shall be prorated on the basis that Property Owner/Contributors is/are responsible for taxes and assessments relating to periods prior to the Closing and CBL/OP is responsible for taxes and assessments relating to periods from the Closing and thereafter, and the parties further agree that this tax proration shall apply regardless of whether the taxing authority assesses taxes in arrears, currently or prospectivelyreasonably practicable.

Real Estate Taxes. Real estate If Taxes (as hereinafter defined) assessed against the Property (or ad valorem real property taxesestimated to be due by governmental authority) for any fiscal tax period (a “Tax Year”) during the term of this Lease shall exceed Base Taxes, assessments whether due to increase in rate or reassessment of the Property, or both, Tenant shall reimburse Landlord, as Additional Rent, in an amount equal to Tenant’s Percentage of any such excess (such amount being hereinafter referred to as the “Tax Excess”). Except as otherwise provided in the immediately following paragraph, Tenant shall pay the Tax Excess to Landlord within thirty (30) days after delivery to Tenant of a year-end statement of the Taxes and Tax Excess for the preceding Tax Year. Tenant shall pay to Landlord, as Additional Rent commencing on the Rent Commencement Date and thereafter on the first day of each calendar month during the term but otherwise in the manner provided for the payment of Annual Fixed Rent, estimated payments on account of the Tax Excess, such monthly amounts to be sufficient to provide Landlord by the time Tax payments are due or are to be made by Landlord a sum equal to the Tax Excess, as reasonably estimated by Landlord from time to time on account of Taxes for the then current Tax Year. If the total of such monthly remittances for any Tax Year is greater than the Tax Excess for such Tax Year, Landlord shall credit such overpayment against Tenant’s subsequent obligations on account of Taxes (or promptly refund such overpayment if the term of this Lease has ended and Tenant has no further obligations to Landlord); if the total of such remittances is less than the Tax Excess for such Tax Year, Tenant shall pay the difference to Landlord within ten (10) days after being so notified by Landlord. If, after Tenant shall have made all payments due to Landlord pursuant to this Subsection 4.2.1, Landlord shall receive a refund of any portion of Taxes as a result of an abatement of such Taxes by legal proceedings, settlement or otherwise (without either party having any obligation to undertake any such proceedings), Landlord shall pay or credit to Tenant Tenant’s Percentage of that percentage of the refund (after first deducting any reasonable expenses, including installments attorneys’, consultants’ and appraisers’ fees, incurred in connection with obtaining any such refund) which equals the percentage of business improvement district charges and principal and interest installments due the applicable Tax Year included in the term hereof, provided however, in no event shall Tenant be entitled to receive more than the sum of payments actually made by Tenant on any local improvement district liens, if any) and personal property taxes account of Taxes with respect to such Tax Year or to receive any payment if Taxes for any Tax Year are less than Base Taxes. In the Property event that Tenant’s obligation to pay Additional Rent for Taxes shall commence, or the term of this Lease shall expire or be terminated during any Tax Year, or should the Tax Year or period of assessment of real estate taxes be changed or be more or less than one (collectively1) year, "Real Estate Taxes") or should Tenant’s Percentage be modified during any Tax Year due to a change in the rentable area of the Building and/or the Premises or otherwise, as the case may be, then the amount of Tax Excess which may be otherwise payable by Tenant as provided in this Subsection 4.2.1 shall be prorated pro-rated on a daily basis based upon the latest available tax bill, such that Contributors shall be responsible for all Real Esxxxx Taxes levied against the Property for the period prior to the Adjustment Time and CBL/OP shall be responsible for all Real Estate Taxes levied against the Property for the period from and after the Adjustment Time. If the latest available tax bill is not the bill for the current tax year, then Real Estate Txxxx shall be prxxxxed based upon the latest tax information then available (including previous tax bills, current assessments and other information available from the taxing authorities) and CBL/OP and Contributors shall re-prorate the Real Estate Taxes following the Closing as soon as the current tax bill or other current information becomes available. Any increase xx Real Estate Taxes which is assessed following the Closing arising out of the sale of the Real Property to CBL/OP or on a subsequent sale or change in ownership thereafter, and/or arising out of any construction or improvements to the Real Property prior to or following the Closing, shall be paid by CBL/OP when assessed. Refunds of Real Estate Taxes for the Real Estate 360 day Tax year in which the Closing occurs, net of the costs of pursuing any tax contest or protest proceedings and collecting such refunds, shall be prorated in proportion to the respective shares of such Real Estate Taxes borne by Contributors and CBL/OP hereunder. The rights of Contributors and CBL/OP to their respective shares of any refund of Real Estate Taxes shall be subject to the rights of the Tenants under the Tenant Leases in regard to Overage Rents, and any portion of any refund to which any Tenant is entitled shall be paid to CBL/OP (even if the refund pertains to a period prior to Closing) and CBL/OP covenants to promptly refund (or, in CBL/OP's case, credit) to the Tenants any refund of Real Estate Taxes due the Tenants. Notwithstanding any statement herein to the contrary, the parties agree that taxes shall be prorated on the basis that Property Owner/Contributors is/are responsible for taxes and assessments relating to periods prior to the Closing and CBL/OP is responsible for taxes and assessments relating to periods from the Closing and thereafter, and the parties further agree that this tax proration shall apply regardless of whether the taxing authority assesses taxes in arrears, currently or prospectivelyYear.

Real Estate Taxes. Real All real estate or ad valorem real property taxes, assessments (including installments of business improvement district charges and principal and interest installments due on any local improvement district liens, if any) and personal property taxes with respect to levied against the Property (collectively, "Real Estate “Taxes"”) shall be prorated between Buyer and Seller on a cash basis, (i.e. those Taxes for which final bills are issued in the calendar year in which the Closing occurs and that become due and payable in the year in which the Closing occurs will be prorated between Buyer and Seller regardless of the tax, fiscal or calendar year during which such Taxes accrued). If the actual amount of Taxes due and payable in the year of Closing is not ascertainable as of the Closing Date, proration of Taxes shall be based upon the latest most currently available tax billxxxx for such Taxes, such that Contributors and shall be reprorated when the actual final xxxx is available, in accordance with Section 4.2.7. Such reproration obligation shall survive the Closing and shall not merge into any documentation delivered at Closing. Notwithstanding the foregoing, but subject to the provisions of Section 4.2.7, there will be no proration for Taxes to the extent a Project is leased to a single Tenant and such Tenant’s respective Lease requires that Tenant to pay Taxes, whether directly or by reimbursement to Seller, rather than paying estimated amounts therefor to Seller as additional rent. Buyer shall pay all Taxes due and payable after Closing, and reconciliations with Tenants for Taxes due and payable during calendar year 2005 shall be responsibility of Buyer post-Closing, pursuant to, and in accordance with, Section 4.2.7 below. In no event shall Seller be charged with or responsible for all Real Esxxxx any increase in the Taxes levied against resulting from an increase in the Property for the period prior to the Adjustment Time and CBL/OP shall be responsible for all Real Estate Taxes levied against the Property for the period from and after the Adjustment Time. If the latest available tax bill is not the bill for the current tax yearassessed valuation of any Project, then Real Estate Txxxx shall be prxxxxed based upon the latest tax information then available (including previous tax bills, current assessments and other information available from the taxing authorities) and CBL/OP and Contributors shall re-prorate the Real Estate Taxes following the Closing which increase occurs as soon as the current tax bill or other current information becomes available. Any increase xx Real Estate Taxes which is assessed following the Closing arising out a result of the sale of the Real Property or from any improvements first made or Leases first entered into on or after the Closing Date; provided, however, that Seller nevertheless acknowledges that Taxes may increase due to CBL/OP or a subsequent sale or changes in assessed valuation and/or in tax rates, without the change in ownership thereafter, and/or arising out assessed valuation being attributable to the sale of a Project or any construction post-Closing leasing or improvements to the Real Property prior to or following the Closing, shall be paid by CBL/OP when assessed. Refunds of Real Estate Taxes for the Real Estate Tax year in which the Closing occurs, net of the costs of pursuing any tax contest or protest proceedings and collecting such refunds, shall be prorated in proportion to the respective shares of such Real Estate Taxes borne by Contributors and CBL/OP hereunder. The rights of Contributors and CBL/OP to their respective shares of any refund of Real Estate Taxes shall be subject to the rights of the Tenants under the Tenant Leases in regard to Overage Rents, and any portion of any refund to which any Tenant is entitled shall be paid to CBL/OP (even if the refund pertains to a period prior to Closing) and CBL/OP covenants to promptly refund (or, in CBL/OP's case, credit) to the Tenants any refund of Real Estate Taxes due the Tenants. Notwithstanding any statement herein to the contrary, the parties agree that taxes shall be prorated on the basis that Property Owner/Contributors is/are responsible for taxes and assessments relating to periods prior to the Closing and CBL/OP is responsible for taxes and assessments relating to periods from the Closing and thereafter, and the parties further agree that this tax proration shall apply regardless of whether the taxing authority assesses taxes in arrears, currently or prospectivelythereon.

Real Estate Taxes. Real estate or ad valorem real property taxes, assessments (including installments of business improvement district charges and principal and interest installments due on any local improvement district liens, if any) taxes and personal property taxes which are a lien upon or levied against any portion of the Property prior to the Closing Date, and all pre-Closing Date Current Taxes levied prior to the Closing Date (to the extent of installments thereof due prior to the Closing Date), shall be the obligation of and paid by or on behalf of Target and the Target Subsidiaries on or prior to the Closing Date. Further, all taxes in the nature of rollback or similar taxes charged, assessed or levied based on the prior use or any change in use of the Land or Improvements prior to Closing shall be the obligation of and paid by Target and the Target Subsidiaries. All real estate taxes and personal property taxes (the “Current Taxes”) levied against any portion of the Property with respect to the applicable tax year (determined, as set forth in Exhibit 9(a)(i)(A) in accordance with the custom in the county where the Property (collectively, "Real Estate Taxes"is located) in which the Closing occurs shall be prorated based upon and adjusted between the latest available tax bill, Parties such that Contributors Target is responsible for that portion of the Current Taxes allocable to the period from the beginning of such tax year to and including the day prior to the Closing Date, and Merger Sub is responsible for that portion of the Current Taxes allocable to the period commencing on the Closing Date through the end of the tax year. Merger Sub shall pay all installments of special assessments due on and after the Closing Date. In addition, if Target or any Target Subsidiary has paid any taxes or assessments for or in respect of tax years commencing on or after the Closing Date, then Merger Sub shall be responsible for all Real Esxxxx Taxes levied against same and the Property amount thereof shall be credited to Target at Closing. If the tax bills for the period Current Taxes have not been issued by the Closing Date, Target and Merger Sub agree to use 105% of the amount of the taxes for the year immediately preceding the Closing for the purpose of computing the prorations under this Section 9(a)(i)(A). Any refund or rebate of Current Taxes which is received by or payable to Merger Sub, Target or a Target Subsidiary after the Closing shall be prorated between Target and Merger Sub, in the manner provided above, promptly upon receipt. If there are any open appeals of real estate taxes or assessments for tax years prior to the Adjustment Time and CBL/OP shall be responsible for all Real Estate Taxes levied against the Property for the period from and after the Adjustment Time. If the latest available tax bill is not the bill for the current tax year, then Real Estate Txxxx shall be prxxxxed based upon the latest tax information then available (including previous tax bills, current assessments and other information available from the taxing authorities) and CBL/OP and Contributors shall re-prorate the Real Estate Taxes following the Closing as soon as the current tax bill or other current information becomes available. Any increase xx Real Estate Taxes which is assessed following the Closing arising out of the sale of the Real Property to CBL/OP or a subsequent sale or change in ownership thereafter, and/or arising out of any construction or improvements to the Real Property prior to or following the Closing, shall be paid by CBL/OP when assessed. Refunds of Real Estate Taxes for the Real Estate Tax year in which the Closing occurs, net of the costs of pursuing any tax contest or protest proceedings then Merger Sub may continue to prosecute and collecting control such refunds, shall be prorated in proportion to the respective shares of such Real Estate Taxes borne by Contributors and CBL/OP hereunder. The rights of Contributors and CBL/OP to their respective shares of any refund of Real Estate Taxes shall be subject to the rights of the Tenants under the Tenant Leases in regard to Overage Rentsappeals at Merger Sub’s sole expense, and any portion of any refund to which any Tenant is entitled rebate or benefit from such appeals shall be paid to CBL/OP (even if solely for the refund pertains to a period prior to Closing) and CBL/OP covenants to promptly refund (or, in CBL/OP's case, credit) to the Tenants any refund of Real Estate Taxes due the Tenants. Notwithstanding any statement herein to the contrary, the parties agree that taxes shall be prorated on the basis that Property Owner/Contributors is/are responsible for taxes and assessments relating to periods prior to the Closing and CBL/OP is responsible for taxes and assessments relating to periods from the Closing and thereafter, and the parties further agree that this tax proration shall apply regardless of whether the taxing authority assesses taxes in arrears, currently or prospectivelyMerger Sub’s account.

Real Estate Taxes. In the event of Real estate Estate Tax escalation, with regard to Lessor's property located at 00000&00000 XX 00 Xxxxxx, Xxxxxxx, XX, ----------- Lessee agrees to pay its proportionate share of any escalation during the term of this Lease and any renewal or ad valorem real property taxesextension thereof, assessments (including installments of any period during which Lessee shall transact business improvement district charges and principal and interest installments due on any local improvement district liens, if any) and personal property taxes with respect in the Demised Premises prior to the Property commencement of the term of this Lease. Base year to be 2000. These charges will be considered "additional rent" and will be subject to Late Fees as defined herein if not paid within thirty (collectively30) days after receipt of a written statement from Lessor setting forth Lessee's share of such taxes and a copy of the applicable real estate tax bill. For the purposes of this Article, the term "Real Estate Taxes") " shall include all real estate taxes, assessments, water and sewer assessments, betterment assessments, sales and/or rent taxes, special assessments, other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, foreseen and unforeseen and each and every installment thereof which shall or may, during the Lease term, be levied, assessed, imposed, become due and payable, or liens upon or arising in connection with the use, occupancy or possession of, or grow due or payable out of, or for, SUNRISE 46, INC. or any part thereof, and all costs incurred by Xxxxxx in contesting, litigating or negotiating the same with the governmental authority. Lessee's proportionate share shall be prorated based upon computed by multiplying the latest available tax bill, such that Contributors shall be responsible for all Real Esxxxx Taxes levied against the Property for the period prior to the Adjustment Time and CBL/OP shall be responsible for all Real Estate Taxes levied against the Property for the period from and after the Adjustment Time. If the latest available tax bill is not the bill for the current tax year, then Real Estate Txxxx shall be prxxxxed based upon the latest tax information then available (including previous tax bills, current assessments and other information available from the taxing authorities) and CBL/OP and Contributors shall re-prorate total amount of the Real Estate Taxes following each year by a fraction, the Closing as soon as numerator of which shall be the current tax bill or other current information becomes available. Any increase xx Real Estate Taxes gross leasable area of the Demised Premises and the denominator of which is assessed following the Closing arising out gross leaseable area of all building or portions thereof (including the Demised Premises) occupied by Lessee in SUNRISE 46, INC. determined as of the sale Commencement Date of the Real Property to CBL/OP or a subsequent sale or change in ownership thereafter, and/or arising out Lease and thereafter as of any construction or improvements to the Real Property prior to or following beginning of the Closing, shall be paid by CBL/OP when assessed. Refunds of Real Estate Taxes for the Real Estate Tax calendar year in which such taxes are paid. Lessee hereby waives any right it may have by statute or otherwise to protest real estate taxes to any public taxing authority. Nothing herein contained shall be construed to include as a tax which shall be the Closing occursbasis of real estate taxes, net any inheritance, estate, succession, transfer, gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Lessor; provided, however, that if at any time after the date hereof, the methods of taxation shall be altered so that in lieu of or as a substitute for the whole or any part of the costs of pursuing taxes now levied, assessed or imposed (a) a tax on the rents received from such real estate, or (b) a license fee measured by the rents receivable by Lessor which is otherwise measured by or based in whole or in part upon SUNRISE 46, INC. or any tax contest portion thereof, or protest proceedings and collecting such refunds(c) an income or franchise tax, then the same shall be prorated included in proportion to the respective shares computation of real estate taxes hereunder, computed as if the amount of such Real Estate Taxes borne by Contributors and CBL/OP hereundertax or fee so payable were that due if SUNRISE 46, INC. The rights were the only property of Contributors and CBL/OP to their respective shares of any refund of Real Estate Taxes shall be Lessor subject to the rights of the Tenants under the Tenant Leases in regard to Overage Rents, and any portion of any refund to which any Tenant is entitled shall be paid to CBL/OP (even if the refund pertains to a period prior to Closing) and CBL/OP covenants to promptly refund (or, in CBL/OP's case, credit) to the Tenants any refund of Real Estate Taxes due the Tenants. Notwithstanding any statement herein to the contrary, the parties agree that taxes shall be prorated on the basis that Property Owner/Contributors is/are responsible for taxes and assessments relating to periods prior to the Closing and CBL/OP is responsible for taxes and assessments relating to periods from the Closing and thereafter, and the parties further agree that this tax proration shall apply regardless of whether the taxing authority assesses taxes in arrears, currently or prospectivelythereto.

Real Estate Taxes. Real Commencing upon the Phase I Commencement Date, Tenant shall pay, as and when due, all real estate or ad valorem real property taxes, assessments (including installments of business improvement district charges and principal and interest installments due on any local improvement district liens, if any) and personal property taxes with respect to and other ad valorem taxes, and any other levies, charges, local improvement rates, impositions and assessments whatsoever assessed or charged against the Property and/or the Building, the equipment and improvements therein contained which are part of the Building, and including any amounts assessed or charged in substitution for or in lieu of any such taxes (collectively, "“Real Estate Taxes") shall be prorated based upon the latest available tax bill”), such that Contributors shall be responsible for all Real Esxxxx Taxes levied or assessed against the Property and/or the Building by any lawful authority for each calendar year or portion thereof during the period between the Phase I Commencement Date and the expiration of the Term. Landlord shall provide Tenant with all tax bills which are the Tenant’s responsibility hereunder and such payments shall be made by Tenant directly to the taxing authorities prior to any delinquency. Tenant shall provide Landlord with paid tax receipts or, if not available, other proof of payment reasonably acceptable to Landlord, on or before the Adjustment Time and CBL/OP shall be responsible for all Real Estate Taxes levied against the Property for the period from and after the Adjustment Time. If the latest available tax bill is not the bill for the current tax year, then Real Estate Txxxx shall be prxxxxed based upon the latest tax information then available (including previous tax bills, current assessments and other information available from the taxing authorities) and CBL/OP and Contributors shall re-prorate date that the Real Estate Taxes following would be deemed to be delinquent (i.e., the Closing as soon as the current tax bill or other current information becomes availabledate that penalties would start to accrue). Any increase xx If Tenant does not pay Real Estate Taxes which is assessed following by the Closing arising out aforesaid date, Landlord shall have the right to pay the Real Estate Taxes and Tenant shall reimburse Landlord within thirty (30) days of receipt of demand for payment by Landlord. The Real Estate Taxes are to be prorated for any partial lease year occurring at the beginning or end of the sale of Term during the period in which the taxing authority assesses Real Property to CBL/OP or a subsequent sale or change in ownership thereafter, and/or arising out of any construction or improvements to Estate Taxes. In the event that Tenant does not pay Real Property Estate Taxes prior to delinquency for any calendar year due to any act or following omission of Tenant, then Landlord shall have the Closing, shall be paid by CBL/OP when assessed. Refunds of right to thereafter elect to pay the Real Estate Taxes for the Real Estate Tax year in which the Closing occurs, net remainder of the costs of pursuing any tax contest or protest proceedings and collecting such refunds, shall be prorated in proportion to the respective shares of such Real Estate Taxes borne by Contributors and CBL/OP hereunder. The rights of Contributors and CBL/OP to their respective shares of any refund of Real Estate Taxes shall be subject to the rights Term of the Tenants under the Lease; whereupon Tenant Leases in regard shall promptly reimburse Landlord within thirty (30) days after written demand therefor from Landlord to Overage Rents, and any portion of any refund to which any Tenant is entitled shall be paid to CBL/OP (even if the refund pertains to a period prior to Closing) and CBL/OP covenants to promptly refund (or, in CBL/OP's case, credit) to the Tenants any refund of Real Estate Taxes due the Tenants. Notwithstanding any statement herein to the contrary, the parties agree that taxes shall be prorated on the basis that Property Owner/Contributors is/are responsible for taxes and assessments relating to periods prior to the Closing and CBL/OP is responsible for taxes and assessments relating to periods from the Closing and thereafter, and the parties further agree that this tax proration shall apply regardless of whether the taxing authority assesses taxes in arrears, currently or prospectivelyTenant.

Real Estate Taxes. Real Tenant agrees to pay Landlord, as Additional Rent, within five (5) days from the invoice date, Tenant's Proportionate Share of the amount of all real estate or ad valorem real property taxes, assessments (including installments of business improvement district general and special), and other charges and principal and interest installments due on any local improvement district lienswhich may be levied, if any) and personal property taxes with respect to the Property (collectively, "Real Estate Taxes") shall be prorated based upon the latest available tax bill, such that Contributors shall be responsible for all Real Esxxxx Taxes levied assessed or charged against the Property for real estate and Shopping Center (hereinafter called "real estate taxes"), accruing or becoming due and payable during the period term of this Lease and any extension thereof. Tenant shall pay its Proportionate Share of such real estate taxes, whether such real estate taxes are paid by Landlord prior to the Adjustment Time and CBL/OP shall be responsible Rent Commencement Date, during the Term of this Lease or subsequent to the expiration of this Lease for all Real Estate Taxes levied against such real estate taxes which cover periods during the Property for the period from and after the Adjustment TimeTerm of this Lease. If the latest available tax bill is not the bill for the current tax year, then Real Estate Txxxx shall be prxxxxed based upon the latest tax information then available (including previous tax bills, current assessments and other information available from the taxing authorities) and CBL/OP and Contributors shall re-prorate the Real Estate Taxes following the Closing as soon as the current tax bill or other current information becomes available. Any increase xx Real Estate Taxes which is assessed following the Closing arising out of the sale of the Real Property to CBL/OP or a subsequent sale or change in ownership thereafter, and/or arising out of any construction or improvements to the Real Property prior to or following the Closing, shall be paid by CBL/OP when assessed. Refunds of Real Estate Taxes for the Real Estate Tax year in which the Closing occurs, net of the costs of pursuing any tax contest or protest proceedings and collecting such refunds, shall be prorated in proportion to the respective shares of such Real Estate Taxes borne by Contributors and CBL/OP hereunder. The rights of Contributors and CBL/OP to their respective shares of any refund of Real Estate Taxes shall be subject apportioned for the first and last years of the Term of this Lease so that Tenant's liability therefore shall be only for such portions thereof as shall be attributable to the rights Term of this Lease. Landlord will annually estimate the Tenants under the amount of such real estate taxes and will notify Tenant Leases in regard to Overage Rentsof its Proportionate Share of such estimate, and any portion of any refund to which any Tenant is entitled shall be paid by Tenant monthly along with the Minimum Rent; provided, that in the event Landlord is required under any mortgage covering the Shopping Center to CBL/OP escrow any real estate taxes, Landlord may, but shall not be required to, use the amount required to be so escrowed as a basis for its estimate of the monthly installments, due from Tenant hereunder. If the total amount paid by Tenant under this Section 4.01B, during the applicable period of any such real estate tax with respect to any real estate tax component shall be less than the actual amount due from Tenant with respect to such real estate tax component, based upon the actual taxes due, Tenant shall pay to Landlord the difference between the amount paid by Tenant and the actual amount due; such deficiency to be paid within thirty (even 30) days after demand therefor by Landlord; and if such total amount paid by Tenant hereunder with respect to any real estate tax component shall exceed such actual amount due from Tenant with respect to such real estate tax component, such excess shall be credited against the refund pertains next installment of real estate taxes due from Tenant to Landlord hereunder. Landlord may at its option seek a period prior reduction in the assessed valuation of the Shopping Center, other improvements or land adjacent thereto and/or contest any real estate taxes, assessments or other charges described in this Section. Landlord agrees to Closinguse reasonable discretion in its decision as to whether it will pursue any tax reductions) during the term of this Lease. All attorneys' fees, costs and CBL/OP covenants other expenses incurred as a result of such action by Landlord (including any surety bond, cash deposit or other security reasonably satisfactory to promptly refund Landlord) shall be deemed real estate taxes payable (or, in CBL/OP's case, credit) to the Tenants any refund extent of Real Estate Taxes due the Tenants. Notwithstanding any statement herein to the contrary, the parties agree that taxes shall be prorated on the basis that Property Owner/Contributors is/are responsible for taxes and assessments relating to periods prior to the Closing and CBL/OP is responsible for taxes and assessments relating to periods from the Closing and thereafter, and the parties further agree that this tax proration shall apply regardless of whether the taxing authority assesses taxes in arrears, currently or prospectively.Tenant's

Real Estate Taxes. Real estate or ad valorem real property taxes, assessments (including installments of business improvement district charges and principal and interest installments due on any local improvement district liens, if any) and personal property taxes with respect to the Property (collectively, "Real Estate Taxes") shall be prorated based upon the latest available tax bill, such that Contributors Property Owner shall be responsible for all Real Esxxxx Xxxate Taxes levied against the Property for the period prior to the Adjustment Time and CBL/OP shall be responsible for all Real Estate Taxes levied against the Property for the period from and after the Adjustment Time. If the latest available tax bill is not the bill for the current tax year, then Real Estate Txxxx Xxxxs shall be prxxxxed pxxxxted based upon the latest tax information then available (including previous tax bills, current assessments and other information available from the taxing authorities) and CBL/OP and Contributors Property Owner shall re-prorate the Real Estate Taxes following the Closing as soon as the current tax bill or other current information becomes available. Any increase xx Real Estate Taxes which is assessed following the Closing arising out of the sale of the Real Property to CBL/OP or a subsequent sale or change in ownership thereafter, and/or arising out of any construction or improvements to the Real Property prior to or following the Closing, shall be paid by CBL/OP when assessed. Refunds of Real Estate Taxes for the Real Estate Tax year in which the Closing occurs, net of the costs of pursuing any tax contest or protest proceedings and collecting such refunds, shall be prorated in proportion to the respective shares of such Real Estate Taxes borne by Contributors Property Owner and CBL/OP hereunder. The rights of Contributors and CBL/OP to their respective shares of any refund of Real Estate Taxes shall be subject to the rights of the Tenants under the Tenant Leases in regard to Overage Rents, and any portion of any refund to which any Tenant is entitled shall be paid to CBL/OP (even if the refund pertains to a period prior to Closing) and CBL/OP covenants to promptly refund (or, in CBL/OP's case, credit) to the Tenants any refund of Real Estate Taxes due the Tenants. Notwithstanding any statement herein to the contrary, the parties agree that taxes shall be prorated on the basis that Property Owner/Contributors is/are Owner is responsible for taxes and assessments relating to periods prior to the Closing and CBL/OP is responsible for taxes and assessments relating to periods from the Closing and thereafter, and the parties further agree that this tax proration shall apply regardless of whether the taxing authority assesses taxes in arrears, currently or prospectively.

Real Estate Taxes. Real estate or ad valorem real property taxes, assessments (including installments of business improvement district charges and principal and interest installments due on any local improvement district liens, if any) and personal property taxes with respect to the Property (collectively, "Real Estate Taxes") shall be prorated based upon the latest available tax bill, such that Contributors Property Owner shall be responsible for all Real Esxxxx Xxxate Taxes levied against the Property for the period prior to the Adjustment Time and CBL/OP shall be responsible for all Real Estate Taxes levied against the Property for the period from and after the Adjustment Time. If the latest available tax bill is not the bill for the current tax year, then Real Estate Txxxx Xxxxs shall be prxxxxed pxxxxted based upon the latest tax information then available (including previous tax bills, current assessments and other information available from the taxing authorities) and CBL/OP and Contributors Property Owner shall re-prorate the Real Estate Taxes following the Closing as soon as the current tax bill or other current information becomes available. Any increase xx Real Estate Taxes which is assessed following the Closing arising out of the sale of the Real Property to CBL/OP or a subsequent sale or change in ownership thereafter, and/or arising out of any construction or improvements to the Real Property prior to or following the Closing, shall be paid by CBL/OP when assessed. Refunds of Real Estate Taxes for the Real Estate Tax year in which the Closing occurs, net of the costs of pursuing any tax contest or protest proceedings and collecting such refunds, shall be prorated in proportion to the respective shares of such Real Estate Taxes borne by Contributors Property Owner and CBL/OP hereunder. The rights of Contributors Property Owner and CBL/OP to their respective shares of any refund of Real Estate Taxes shall be subject to the rights of the Tenants under the Tenant Leases in regard to Overage Rents, and any portion of any refund to which any Tenant is entitled shall be paid to CBL/OP (even if the refund pertains to a period prior to Closing) and CBL/OP covenants to promptly refund (or, in CBL/OP's case, credit) to the Tenants any refund of Real Estate Taxes due the Tenants. Notwithstanding any statement herein to the contrary, the parties agree that taxes shall be prorated on the basis that Property Owner/Contributors is/are Owner is responsible for taxes and assessments relating to periods prior to the Closing and CBL/OP is responsible for taxes and assessments relating to periods from the Closing and thereafter, and the parties further agree that this tax proration shall apply regardless of whether the taxing authority assesses taxes in arrears, currently or prospectively.

Real Estate Taxes. Real estate or ad valorem real property taxesExcept as hereinafter specifically set forth, assessments (including installments of business improvement district charges and principal and interest installments due on any local improvement district liens, if any) and personal property taxes with respect to the Property (collectively, "Real Estate Taxes") Tenant shall be prorated based upon the latest available tax bill, such that Contributors shall be responsible for obligated to pay all Real Esxxxx Taxes levied real estate taxes against the Property demised premises and due and payable for the period prior to commencing after the Adjustment Time and CBL/OP rent commencement date (September 1, 1995) or as such date may be extended in accordance with this lease. Said date shall be responsible for all Real Estate Taxes levied against adjusted if possession is delayed. A proration of the Property real estate taxes will be made at the commencement and termination of the lease to provide for the period from and after payment by Landlord for that portion of the Adjustment Time. If the latest available tax bill is applicable taxes which do not the bill relate to Tenant's obligations for the current tax yearpayment of taxes under this agreement. Land and the Building, then Real Estate Txxxx shall be prxxxxed based upon the latest tax information then available (including previous tax billssuch income, current assessments and other information available from the taxing authorities) and CBL/OP and Contributors shall re-prorate the Real Estate Taxes following the Closing as soon as the current tax bill franchise, transfer, inheritance, capital stock taxes, or other current information becomes available. Any increase xx Real Estate Taxes which is assessed following tax or charge, computed as if Landlord owned or operated no property other than the Closing arising out of Land and the sale of the Real Property to CBL/OP or a subsequent sale or change in ownership thereafter, and/or arising out of any construction or improvements to the Real Property prior to or following the ClosingBuilding, shall be paid by CBL/OP when assessed. Refunds of Real Estate deemed included in the term Taxes for the Real Estate Tax year in which purposes hereof. ----- Landlord represents that there are currently no tax abatements or tax exemptions and that the Closing occurs, net building has been fully assessed as a completed structure. Tenant shall make payment to Landlord on the first day of each month during the term of the costs lease of pursuing any tax contest or protest proceedings a sum equal to one- twelfth of the taxes levied, assessed and collecting imposed by the local taxing authorities imposed by the taxing authority for the prior 12 month period. Such payments shall be in conformity with the statement to be rendered by Landlord of the monthly amount to be paid by Tenant pursuant to this lease for such refundstaxes. Such payments, when received by Landlord, shall be prorated deposited in proportion to the respective shares of such Real Estate Taxes borne by Contributors an interest bearing account and CBL/OP hereunder. The rights of Contributors and CBL/OP to their respective shares of any refund of Real Estate Taxes shall be subject to the rights of the Tenants under the Tenant Leases in regard to Overage Rents, and any portion of any refund to which any Tenant is entitled interest earned thereon shall be paid to CBL/OP Tenant annually. Tenant's obligation to pay such taxes shall survive the termination of this lease. Payments of additional rent for any Taxes due from Tenant shall be made, and are subject to the conditions hereinafter provided in this paragraph. Within 90 days after the end of each Lease Year, Landlord shall render to Tenant a statement together with a true copy of all bills for Taxes on which any statement shall have been based, showing the amount of the Taxes for such Lease Year and adjustment, if any, in the Tax Payment due from Tenant for such Lease Year, indicating therein in reasonable detail the computation of such adjustment. Any adjustment due from Tenant for Taxes shall be paid monthly during the course of the applicable year. At the expiration of the terms of the lease, the tax amounts paid or payable by Tenant shall be apportioned based on the date of termination. Subject to the right of contest hereinafter provided, Tenant shall pay the amount of the Tax Payment shown on such statement (even or the balance or a proportionate installment thereof, if only an installment is involved) within twenty (20) days after being billed therefor by Landlord. Landlord's statement for a Tax Payment of any Lease year shall be conclusive and binding upon Tenant unless (i) within 30 days after receipt of such statement, Tenant shall notify Landlord that it disputes the correctness of the statement and tax bills, specifying the respects in which the statement is claimed to be incorrect, and (ii) if such dispute shall not have been settled by agreement, Tenant shall submit the dispute to arbitration pursuant to American Arbitration Association rules and procedures, within 90 days after notice, if such notice is given. Pending the determination of such dispute by agreement or arbitration as aforesaid, Tenant shall pay additional rent in accordance with Landlord's statement, and such payment shall be without prejudice to Tenant's position. If the dispute shall be determined in Tenant's favor, Landlord shall forthwith pay Tenant, or Tenant shall be entitled to credit against rents then or thereafter due hereunder, the amount of Tenant's overpayment of rents resulting from compliance with Landlord's statement plus interest thereon at the usual bank interest rate from the date or dates of Tenant's payment to the date of determination. Subject to the further provisions of this paragraph, Landlord shall be under no obligation to contest the Taxes or the assessed valuation of the Land and Building for any Lease Year, or to refrain from contesting the same, and may settle any such contest on such terms as Landlord, in its sole reasonable judgment, considers proper. If Tenant shall, by timely notice to Landlord, so request, Landlord shall institute appropriate proceedings to reduce the Taxes or the assessed valuation of the Land and Building for any Lease Year and use its best efforts jointly with Tenant, to effect a reduction therein. Tenant shall pay the reasonable costs and expenses of such proceedings and any litigation thereon as additional rent on Landlord's demand therefor, subject to recoupment from any refund obtained. Landlord shall not compromise, cancel or withdraw such proceedings which shall have been instituted at the request of Tenant, unless Landlord shall first notify Tenant of its proposal to do so and shall not have received, within 10 days thereafter, objections in writing from Tenant, accompanied by a written agreement to reimburse Landlord forthwith for all of its costs and expenses and relieve Landlord of all of its commitments in connection with such proceedings and to indemnify and hold Landlord harmless against all liability, loss, damage or expense connected with the past or future conduct of such proceedings for which such objector shall be liable. Upon receipt of such objection, agreement and reimbursement, Landlord shall transfer the responsibility for such proceedings to Tenant who may carry on the same in its own name or in Landlord's name, as may be appropriate, at its own expense and shall be entitled to recoupment for all of its costs and expenses from any refund obtained, but not otherwise. However, if the refund pertains to a period prior to Closing) and CBL/OP covenants to promptly refund (or, in CBL/OP's case, credit) to the Tenants any refund of Real Estate taxes for such Tax Year or an installment thereof shall be reduced before such Taxes due the Tenants. Notwithstanding any statement herein to the contraryor such installment shall be paid, the parties agree that taxes amount of the costs and expenses of obtaining such reduction (but not exceeding the amount of such reduction) shall be prorated on repaid by Landlord to said Tenant and shall be added to and be deemed a part of the basis that Property Owner/Contributors is/are responsible Taxes for taxes and assessments relating to periods prior to the Closing and CBL/OP is responsible for taxes and assessments relating to periods from the Closing and thereafter, and the parties further agree that this tax proration shall apply regardless of whether the taxing authority assesses taxes in arrears, currently or prospectivelysuch Lease Year.

Real Estate Taxes. Real The real estate or ad valorem real property taxes, assessments (including installments Taxes in respect of business improvement district charges and principal and interest installments due on any local improvement district liens, if any) and personal property taxes the Properties assessed with respect to any Straddle Period (the “Current Year Property (collectively, "Real Estate Taxes"”) shall be prorated allocated between Seller, on one hand, and Purchaser, on the other hand, by proration (based upon the latest available number of days from the beginning of such taxable year until the end of the Pre-Closing Tax Period, with respect to Seller, and from the beginning of the Post-Closing Tax Period until the end of such taxable year, with respect to Purchaser). Any unpaid real estate Taxes in respect of the Properties relating solely to a tax bill, such that Contributors shall be responsible for all Real Esxxxx Taxes levied against the Property for the period year prior to the Adjustment Time then Current Year Property Taxes (to the extent not paid as of the Closing Date), and CBL/OP any Current Year Property Taxes allocated to Seller in accordance with the preceding sentence shall be responsible for all Real Estate Taxes levied the responsibility of Seller and shall be treated as a credit to Purchaser against the Purchase Price at the Closing (if not paid prior to Closing). The Current Year Property Taxes may be determined by the actual tax xxxx or any other reasonable evidence thereof (including evidence of settlement issued by the applicable governmental authority); however, if the Current Year Property Taxes with respect to any Property cannot be determined at the Closing Date, the present Tax rate and the 2018 assessed valuation shall be used for the period from purposes of making adjustments to the Purchase Price at the Closing under this Section and after the Adjustment Time. If the latest available tax bill is not the bill for the current tax year, then Real Estate Txxxx shall be prxxxxed based upon the latest tax information then available (including previous tax bills, current assessments and other information available from the taxing authorities) and CBL/OP and Contributors parties shall re-prorate determine the Real Estate amount of Current Year Property Taxes allocable to Seller in accordance with this Section within 30 days following receipt of the actual final Tax xxxx. If any real estate Taxes are assessed after the Closing Date for Current Year Property Taxes or real estate Taxes for any Pre-Closing Tax Period due to an increase in the assessed value of the Properties (or otherwise), or if any rebates for Current Year Property Taxes or real estate Taxes for any Pre-Closing Tax Period are received after the Closing Date, such additional real estate Taxes or rebates, as soon as applicable, shall be allocated between Seller, on the current tax bill or one hand, and Purchaser, on the other current information becomes availablehand, in accordance with this Section. Any increase xx Real Estate in real estate Taxes which is assessed following the Closing arising out resulting from a reassessment of any Property as a result of the sale conveyance of the Real such Property to CBL/OP or a subsequent sale or change in ownership thereafter, and/or arising out of any construction or improvements to the Real Property prior to or following the Closing, Purchaser shall be paid by CBL/OP when assessed. Refunds the sole responsibility of Real Estate Taxes for the Real Estate Tax year in which the Closing occurs, net of the costs of pursuing any tax contest or protest proceedings and collecting such refunds, shall be prorated in proportion to the respective shares of such Real Estate Taxes borne by Contributors and CBL/OP hereunder. The rights of Contributors and CBL/OP to their respective shares of any refund of Real Estate Taxes shall be subject to the rights of the Tenants under the Tenant Leases in regard to Overage Rents, and any portion of any refund to which any Tenant is entitled shall be paid to CBL/OP (even if the refund pertains to a period prior to Closing) and CBL/OP covenants to promptly refund (or, in CBL/OP's case, credit) to the Tenants any refund of Real Estate Taxes due the Tenants. Notwithstanding any statement herein to the contrary, the parties agree that taxes shall be prorated on the basis that Property Owner/Contributors is/are responsible for taxes and assessments relating to periods prior to the Closing and CBL/OP is responsible for taxes and assessments relating to periods from the Closing and thereafter, and the parties further agree that this tax proration shall apply regardless of whether the taxing authority assesses taxes in arrears, currently or prospectivelyPurchaser.

Real Estate Taxes. Real Seller shall pay all real estate or ad valorem real property taxes, assessments (including installments of business improvement district charges and principal and interest installments due on any local improvement district liens, if any) and personal property taxes with respect for the Real Property which accrue prior to the Property (collectively, "Real Estate Taxes") Closing. All such taxes payable on or before the Closing shall be prorated based upon paid by Seller at or before the latest available tax bill, such that Contributors shall be responsible for all Real Esxxxx Taxes levied against the Property Closing. All real estate taxes which accrued for the period prior to the Adjustment Time and CBL/OP shall be responsible for all Real Estate Taxes levied against the Property for the period from and after the Adjustment Time. If the latest available tax bill is not the bill for the current tax yearClosing, then Real Estate Txxxx shall be prxxxxed based upon the latest tax information then available (including previous tax bills, current assessments and other information available from the taxing authorities) and CBL/OP and Contributors shall re-prorate the Real Estate Taxes following but are payable as of the Closing as soon as the current tax bill or other current information becomes available. Any increase xx Real Estate Taxes which is assessed following the Closing arising out of the sale of the Real Property to CBL/OP or a subsequent sale or change in ownership thereafter, and/or arising out of any construction or improvements to the Real Property prior to or following the Closing, shall be paid by CBL/OP when assessed. Refunds Seller and prorated as of Real Estate Taxes for the Real Estate Tax Closing based on the actual number of days in the calendar year in which the Closing occurs. If the actual amount(s) of such taxes is not ascertainable at the Closing (because the Real Property is being taxed together with other property, net or for any other reason), such proration shall be on the basis of the costs most recently ascertainable bill(s) therefor (whxxxxr whole or installment, actual or estimated) and, if applicable, on the basis of pursuing the actual size of the Real Property, and without deduction for any tax contest conditional factors such as vacancy, destruction or protest proceedings homestead and collecting such refunds, a reproration shall be prorated in proportion made upon the issuance of the actual bill(s) therefor; prxxxxed, however, that all taxes allocable to the respective shares of such Real Estate Taxes borne Property attributable to improvements made to the Real Property by Contributors and CBL/OP hereunder. The rights of Contributors and CBL/OP to their respective shares of any refund of Real Estate Taxes Purchaser shall be subject borne entirely by Purchaser; and provided further, however, under no circumstances shall a reproration of real estate ad valorem taxes be made where such taxes have been reduced through the efforts of Purchaser. Seller shall not make nor suffer there to be made any material improvements to the rights Real Property from and after the date of this Agreement until this Agreement is terminated unless explicitly provided elsewhere herein or approved by Purchaser. Seller shall assist Purchaser in causing local tax and assessment rolls, listings, and records to be revised accordingly to reflect Purchaser's ownership of the Tenants under Real Property. In the Tenant Leases in regard to Overage Rentsevent that at the time of the Closing, and the Real Property or any portion thereof shall be or shall have been affected by any assessment, levy, charge, or other imposition that is or may become payable in installments, then for purposes of any refund to which any Tenant is entitled this Agreement, all of the unpaid installments thereof shall be considered due and payable and liens upon the Real Property affected thereby and shall be paid to CBL/OP (even if and discharged by Seller at the refund pertains to a period prior to Closing) and CBL/OP covenants to promptly refund (, or, in CBL/OP's casecredited by Seller at the Closing against and reduce the Real Property Purchase Price. Payment of any real estate ad valorem taxes by Seller, credit) may be made under protest. All ad valorem taxes relating to the Tenants any refund of Real Estate Taxes due Property accruing after the Tenants. Notwithstanding any statement herein to the contrary, the parties agree that taxes Closing shall be prorated on the basis that Property Owner/Contributors is/are responsible for taxes and assessments relating to periods prior to the Closing and CBL/OP is responsible for taxes and assessments relating to periods from the Closing and thereafter, and the parties further agree that this tax proration shall apply regardless of whether the taxing authority assesses taxes in arrears, currently or prospectivelypaid by Purchaser.

Real Estate Taxes. Real All real estate or ad valorem real property taxes, taxes and assessments (including installments of business improvement district charges and principal and interest installments due on any local improvement district liens, if any) and personal property taxes with respect to affecting the Property (collectively, "Real Estate TaxesTax") shall be prorated based upon becoming due and payable in the latest available tax bill, such that Contributors shall be responsible for all Real Esxxxx Taxes levied against the Property for the period prior to the Adjustment Time and CBL/OP shall be responsible for all Real Estate Taxes levied against the Property for the period from and after the Adjustment Time. If the latest available tax bill is not the bill for the current tax year, then Real Estate Txxxx shall be prxxxxed based upon the latest tax information then available (including previous tax bills, current assessments and other information available from the taxing authorities) and CBL/OP and Contributors shall re-prorate the Real Estate Taxes following the Closing as soon as the current tax bill or other current information becomes available. Any increase xx Real Estate Taxes which is assessed following the Closing arising out of the sale of the Real Property to CBL/OP or a subsequent sale or change in ownership thereafter, and/or arising out of any construction or improvements to the Real Property prior to or following the Closing, shall be paid by CBL/OP when assessed. Refunds of Real Estate Taxes for the Real Estate Tax year in which the Closing occurs, net of the costs of pursuing any tax contest or protest proceedings and collecting such refunds, occurs shall be prorated in proportion between Buyer and Seller to the respective shares Closing Date. As of such Real Estate Taxes borne by Contributors and CBL/OP hereunder. The rights the Closing Date, if the Tax bxxx is not available for the year of Contributors and CBL/OP to their respective shares Closing, the proration of any refund of Real Estate Taxes Tax shall be subject based upon the most recently issued Tax bxxx. Promptly after the new Tax bxxx is issued, the Tax shall be reprorated pursuant to Section 4.2.10 below, and any discrepancy resulting from such reproration and any errors shall be promptly corrected by the parties. Notwithstanding the foregoing, if Tenants pay Tax directly to the rights taxing authority, the portion of the Tenants under Tax paid directly by the Tenant Leases to the taxing authority shall not be prorated. Buyer shall pay all Tax due and payable after Closing and reconciliations with Tenants shall be the responsibility of Buyer post-Closing pursuant to Section 4.2.10 below. In no event shall Seller be charged with or be responsible for any increase in regard to Overage Rents, and the Tax on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any portion of any refund to which any Tenant is entitled shall be assessments against the Property other than Tax that are and have been paid to CBL/OP (even if the refund pertains to a period prior to Closing) and CBL/OP covenants to promptly refund (or, in CBL/OP's case, credit) by Seller with respect to the Tenants any refund of Real Estate Taxes due the Tenants. Notwithstanding any statement herein to the contrary, the parties agree that taxes shall be prorated on the basis that Property Owner/Contributors is/are responsible for taxes and assessments relating to periods at or prior to the Closing and CBL/OP is responsible for taxes and assessments relating Closing, determined on a cash (rather than accrual) basis relate to periods from any time including or after the Closing Date, Buyer shall pay to Seller at the Closing the amount of such other assessments paid prorated for the number of days, from, including and thereafterafter the Closing. Any appeal of the Tax for calendar year 2014 shall be in Buyer's sole discretion and at Buyer's sole cost following Closing. Seller hereby agrees, and at no cost to Seller, to cooperate reasonably with Buyer in connection with any appeal of the parties further agree that this tax proration shall apply regardless of whether the taxing authority assesses taxes in arrears, currently or prospectivelyTax for calendar year 2014.

Real Estate Taxes. Real LESSEE shall pay LESSOR during the term hereof as additional rent a proportionate share ("LESSEE's Proportionate Share") of any increase in (x) the real estate taxes levied against the land and building of which the leased premises are a part (hereinafter called the "building"), over (y) "Base Taxes" (as hereinafter defined), whether such increase is caused by an increase in the tax rate or ad valorem the assessment of the property, or a change in method of determining real property estate taxes. For purposes of this Lease, assessments LESSEE's Proportionate Share shall be based on a fraction, the numerator of which is the rentable square footage leased by LESSEE, and the denominator of which is the total rentable square footage of the building of which the leased premises are a part. LESSEE shall make payment within thirty (including installments 30) days of business improvement district charges written notice from LESSOR (which shall include a copy of the applicable tax xxxx and principal a calculation of LESSEE's Proportionate Share) that such increased taxes are payable, and interest installments due any additional rent shall be prorated should the lease terminate before the end of any tax year. LESSEE shall make such payments on any local improvement district liens, if any) and personal property taxes with respect to the Property (collectively, "account of Real Estate Taxes, at the option of LESSOR, on a monthly basis on the days on which the rent under Paragraph 1 of this lease is payable, in amounts reasonably estimated by LESSOR (or as otherwise billed by LESSOR, but not more frequently than monthly), so that LESSOR shall have received from LESSEE, by February 1, May 1, August 1, and November 1st of each year (or other applicable dates, if the present real estate tax payment dates are modified) LESSEE's full share of the real estate tax. For purposes of this Lease, ") Base Taxes" shall be prorated based upon the latest available tax bill, such rate and the assessment in effect as of the date of this lease. In the event that Contributors shall be responsible for all Real Esxxxx Taxes levied against the Property for building was not assessed as a completed structure as of the period prior to the Adjustment Time and CBL/OP shall be responsible for all Real Estate Taxes levied against the Property for the period from and after the Adjustment Time. If the latest available tax bill is not the bill for the current tax yearaforementioned date, then Real Estate Txxxx shall be prxxxxed based upon the latest tax information then available (including previous tax bills, current assessments and other information available from the taxing authorities) and CBL/OP and Contributors shall re-prorate the Real Estate Taxes following the Closing as soon as the current tax bill or other current information becomes available. Any increase xx Real Estate Taxes which is assessed following the Closing arising out of the sale of the Real Property to CBL/OP or a subsequent sale or change in ownership thereafter, and/or arising out of any construction or improvements to the Real Property prior to or following the Closing, shall be paid by CBL/OP when assessed. Refunds of Real Estate Taxes for the Real Estate Tax year in which the Closing occurs, net of the costs of pursuing any tax contest or protest proceedings and collecting such refunds, shall be prorated in proportion to the respective shares of such Real Estate Taxes borne by Contributors and CBL/OP hereunder. The rights of Contributors and CBL/OP to their respective shares of any refund of Real Estate Base Taxes shall be subject to the rights as of the Tenants under first date when the Tenant Leases building and supporting facilities are assessed as a completed office building. LESSOR shall have the exclusive right to pursue an abatement in regard to Overage Rentsthe real estate taxes, and any portion of any if such abatement is obtained a proportionate adjustment or refund to which any Tenant is entitled shall be paid to CBL/OP (even if made in LESSEE's favor, less the refund pertains to a period prior to Closing) and CBL/OP covenants to promptly refund (or, in CBL/OP's case, credit) to the Tenants any refund cost of Real Estate Taxes due the Tenants. Notwithstanding any statement herein to the contrary, the parties agree that taxes shall be prorated on the basis that Property Owner/Contributors is/are responsible for taxes and assessments relating to periods prior to the Closing and CBL/OP is responsible for taxes and assessments relating to periods from the Closing and thereafter, and the parties further agree that this tax proration shall apply regardless of whether the taxing authority assesses taxes in arrears, currently or prospectivelyobtaining such abatement.

Real Estate Taxes. Real All non-delinquent real estate or ad valorem real property taxes, assessments (including installments of business improvement district charges and principal and interest installments due on any local improvement district liens, if any) and personal property or similar taxes with respect to the Property (collectively, "Real Estate Taxes") shall be prorated based upon the latest available tax bill, such that Contributors shall be responsible for all Real Esxxxx Taxes levied against the Property for the period prior to the Adjustment Time and CBL/OP shall be responsible for all Real Estate Taxes levied against the Property for the period from and after the Adjustment Time. If the latest available tax bill is not the bill for the current tax year, then Real Estate Txxxx shall be prxxxxed based upon the latest tax information then available (including previous tax bills, current assessments and other information available from the taxing authorities) and CBL/OP and Contributors shall re-prorate the Real Estate Taxes following the Closing as soon as the current tax bill or other current information becomes available. Any increase xx Real Estate Taxes which is assessed following the Closing arising out year of the sale of the Real Property to CBL/OP or a subsequent sale or change in ownership thereafter, and/or arising out of any construction or improvements to the Real Property prior to or following the Closing, shall be paid by CBL/OP when assessedprorated to the date of Closing, based upon actual days involved. Refunds The proration of Real Estate Taxes real property taxes shall be based upon the assessed valuation and tax rate figures (assuming payment at the earliest time to allow for the Real Estate Tax maximum possible discount) for the year in which the Closing occurs to the extent the same are available. In the event that actual figures (whether for the assessed value of the Property or for the tax rate) for the year of Closing are not available at the Closing Date, the proration shall be made using figures from the preceding year (assuming payment at the earliest time to allow for the maximum possible discount) and the proration of real property taxes shall be subject to re-adjustment after Closing and Seller and Purchaser shall promptly pay to the other any amount required as a result of such adjustments. In the event supplemental taxes for the year of Closing are assessed, such taxes shall also be subject to proration and re-adjustment after Closing. With respect to any property tax appeals or reassessments filed by Seller for tax years prior to the year in which the Closing occurs, net of the costs of pursuing any tax contest or protest proceedings and collecting such refunds, Seller shall be prorated entitled to the full amount of any refund or rebate resulting therefrom (subject to any requirement under any Leases to pay to the tenants thereunder a share of any such refund or rebate, which Seller shall promptly pay to Purchaser for refunding to such tenants), and with respect to any property tax appeals or reassessments filed by Seller for the taxes that accrued during the year in which the Closing occurs, Seller and Purchaser shall share the amount of any rebate or refund resulting therefrom (after first paying to Seller reasonable costs and expenses incurred by Seller in pursuing such appeal or reassessment) in proportion to the respective shares of such Real Estate Taxes borne by Contributors and CBL/OP hereunder. The rights of Contributors and CBL/OP to their respective shares periods of ownership of the Property for such taxes (subject to any requirement under the Leases to pay to the tenants thereunder a share of any such refund of Real Estate Taxes or rebate, which Seller shall be subject promptly pay to the rights of the Tenants under the Tenant Leases in regard Purchaser for refunding to Overage Rents, and any portion of any refund to which any Tenant is entitled shall be paid to CBL/OP (even if the refund pertains to a period prior to Closing) and CBL/OP covenants to promptly refund (or, in CBL/OP's case, credit) to the Tenants any refund of Real Estate Taxes due the Tenants. Notwithstanding any statement herein to the contrary, the parties agree that taxes shall be prorated on the basis that Property Owner/Contributors is/are responsible for taxes and assessments relating to periods prior to the Closing and CBL/OP is responsible for taxes and assessments relating to periods from the Closing and thereafter, and the parties further agree that this tax proration shall apply regardless of whether the taxing authority assesses taxes in arrears, currently or prospectivelysuch tenants).

Real Estate Taxes. The total of all taxes and assessments now or hereafter imposed, levied or assessed by any lawful authority upon or against the land, buildings and all other appurtenant improvements constituting the Building (whether such taxes and assessments are general, special or otherwise, ordinary or extraordinary, foreseen or unforeseen), including (without limitation) assessments for public and quasi-public improvements and any tax or excise hereafter imposed specifically upon the rents or gross receipts from the Building, but excluding any penalties, interest or other charges assessed as a result of delinquent payment or non-payment of all such aforesaid taxes and assessments. It is expressly understood and agreed that "increases" in such Real estate Estate Taxes shall include any increase resulting from a higher tax rate, from an increase in assessed valuation, from the imposition of special assessments, or ad valorem from any other cause whatsoever. "Tax Year" shall mean the period (whether 12 months or less) with respect to which assessments of Real Estate Taxes are made by the taxing authorities having jurisdiction. Real Estate Taxes for each Tax Year shall be deemed to be the Real Estate Taxes payable in respect of such Tax Year, even though the levy or assessment thereof may be made during different Tax Years. Reasonable expenses, including attorneys' fees and expert witness fees, incurred by Landlord in attempting to obtain a reduction of real property taxesEstate Taxes shall be added to and included in the amount of Real Estate Taxes, assessments (including installments however, Landlord shall have no obligation to contest any levy or imposition of business improvement district charges any Real Estate Taxes and principal and interest installments due on may settle, compromise or abandon any local improvement district liens, if any) and personal property taxes contest with respect to the Property (collectively, "Real Estate Taxes") shall be prorated based upon the latest available tax bill, such that Contributors shall be responsible for all Real Esxxxx Taxes levied against the Property for the period prior to the Adjustment Time and CBL/OP shall be responsible for all amount of any Real Estate Taxes levied against the Property for the period from and after the Adjustment Time. If the latest available tax bill is not the bill for the current tax year, then Real Estate Txxxx shall be prxxxxed based upon the latest tax information then available (including previous tax bills, current assessments and other information available from the taxing authorities) and CBL/OP and Contributors shall re-prorate the Real Estate Taxes following the Closing as soon as the current tax bill or other current information becomes available. Any increase xx Real Estate Taxes which is assessed following the Closing arising out of the sale of the Real Property to CBL/OP or a subsequent sale or change in ownership thereafter, and/or arising out of any construction or improvements to the Real Property prior to or following the Closing, shall be paid by CBL/OP when assessedits sole discretion. Refunds of Real Estate Taxes received by Landlord, if any, shall accrue proportionately to Tenant's benefit in accordance with Tenant's space fraction in the Building. Tenant is responsible for the paying its portion of Real Estate Tax year in which the Closing occurs, net of the costs of pursuing any tax contest or protest proceedings and collecting such refunds, shall be prorated in proportion to the respective shares of such Real Estate Taxes borne by Contributors and CBL/OP hereunderTaxes. The rights of Contributors and CBL/OP to their respective shares of any refund Tenants' portion of Real Estate Taxes shall will be subject to based upon the rights of Tenants' Space Fraction times the Tenants under the Tenant Leases in regard to Overage Rents, and any portion of any refund to which any Tenant is entitled shall be paid to CBL/OP (even if the refund pertains to a period prior to Closing) and CBL/OP covenants to promptly refund (or, in CBL/OP's case, credit) to the Tenants any refund of Real Estate Taxes due assessed against the Tenants. Notwithstanding any statement herein to Building pro-rated for the contrary, the parties agree that taxes shall be prorated on the basis that Property Owner/Contributors is/are responsible for taxes and assessments relating to periods prior to the Closing and CBL/OP is responsible for taxes and assessments relating to periods from the Closing and thereafter, and the parties further agree that this tax proration shall apply regardless of whether the taxing authority assesses taxes in arrears, currently or prospectivelyLease Term.

Real Estate Taxes. Real Impositions (other than water and sewer charges, which shall be apportioned in accordance with Section 9.03(b) below, but including all Impositions charged to the sublessee under the Sears Ground Subleases) shall be apportioned on the basis of the tax fiscal year ending on June 30, whether or not yet due and payable as of the Closing Date. If an Imposition is not due and payable until after the Closing Date and the assessed valuation or the tax rate or any other factor upon which the amount of the Imposition will be based has not been fixed at the Closing Date, then the parties shall at the Closing apportion such Imposition based on the most recently available assessed valuation and tax rate, and shall make a final adjustment of such item within thirty (30) days following the date on which the actual assessed valuation and tax rate becomes known. In the case of special assessments payable in installments specified in Schedule 9.03-A hereto, the installment for the fiscal year in which the Closing Date occurs shall be apportioned as at the Adjustment Point and Purchaser shall be responsible for paying all subsequent installments. If any Tenant in occupancy at the Closing Date or Adjoining Owner is obligated to pay any Impositions directly to the applicable taxing authority, such Impositions shall not be apportioned. Any refund obtained by either Seller or Purchaser of real estate or ad valorem real property taxestaxes for which an apportionment is made pursuant to this Section 9.03(a), assessments (including installments net of business improvement district charges the costs of obtaining such refund and principal the amount thereof payable to Tenants and interest installments due on any local improvement district liensAdjoining Owners, if any) and personal property taxes shall be apportioned as of the Adjustment Point. Purchaser shall have the right to control and/or settle all tax protest proceedings. Notwithstanding the foregoing, no settlement with respect to the Property (collectively, "Real Estate Taxes") tax fiscal year in which the Adjustment Point occurs shall be prorated based upon made without the latest available tax billprior written approval of Seller, such that Contributors approval not to be unreasonably withheld or delayed. Any refunds of Impositions resulting from any such tax protest proceeding shall be responsible for all Real Esxxxx Taxes levied against paid to Purchaser. Purchaser shall pay any portion of any such refund due to Tenants and/or Adjoining Owners to such Tenants or Adjoining Owners and shall apportion any balance of any such refund (net of the Property for costs of obtaining such refund) between Seller and Purchaser in the same manner as the Impositions to which such refund relates and pay any remaining portion thereof relating to the period prior to the Adjustment Time Date to Seller, in each case promptly after such refund is received. Seller will reasonably cooperate with Purchaser in transferring control of any such tax protest proceeding to Purchaser; provided, however, that such cooperation shall not require Seller to incur any expense or liability (except for reasonable expenses as to which Purchaser agrees to reimburse and CBL/OP indemnify Seller) or to materially interrupt Seller’s business, alter any right or benefit of Seller hereunder or cause any adverse tax consequence to Seller (or any of its direct or indirect partners). Notwithstanding anything to the contrary contained herein, in no event shall Seller be liable or responsible for all Real Estate Taxes levied against any increase in Impositions based on a reassessment of the Property for resulting from the transactions contemplated hereunder. In the event any such reassessment is made or is applicable to the period from and after the Adjustment Time. If the latest available tax bill is not the bill for the current tax year, then Real Estate Txxxx shall be prxxxxed based upon the latest tax information then available (including previous tax bills, current assessments and other information available from the taxing authorities) and CBL/OP and Contributors shall re-prorate the Real Estate Taxes following the Closing as soon as the current tax bill or other current information becomes available. Any increase xx Real Estate Taxes which is assessed following the Closing arising out of the sale of the Real Property to CBL/OP or a subsequent sale or change in ownership thereafter, and/or arising out of any construction or improvements to the Real Property prior to or following the Closing, Purchaser shall be paid by CBL/OP when assessed. Refunds of Real Estate Taxes for the Real Estate Tax year in which reimburse Seller at the Closing occurs, net of the costs of pursuing for any tax contest or protest proceedings and collecting payment made by Seller representing any increase in Impositions based on such refunds, shall be prorated in proportion to the respective shares of such Real Estate Taxes borne by Contributors and CBL/OP hereunder. The rights of Contributors and CBL/OP to their respective shares of any refund of Real Estate Taxes shall be subject to the rights of the Tenants under the Tenant Leases in regard to Overage Rents, and any portion of any refund to which any Tenant is entitled shall be paid to CBL/OP (even if the refund pertains to a period prior to Closing) and CBL/OP covenants to promptly refund (or, in CBL/OP's case, credit) to the Tenants any refund of Real Estate Taxes due the Tenants. Notwithstanding any statement herein to the contrary, the parties agree that taxes shall be prorated on the basis that Property Owner/Contributors is/are responsible for taxes and assessments relating to periods prior to the Closing and CBL/OP is responsible for taxes and assessments relating to periods from the Closing and thereafter, and the parties further agree that this tax proration shall apply regardless of whether the taxing authority assesses taxes in arrears, currently or prospectivelyreassessment.