Common use of Taxes and Assessments Clause in Contracts

Taxes and Assessments. All real estate and personal property taxes and assessments pertaining to the Property that are due and payable for any period prior to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior to the Closing. All real estate and personal property taxes and assessments on the Property for the current year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period). If the amount of any such taxes has not been determined as of Closing, such credit will be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then the installment for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). Upon the Closing Date and subject to the adjustment provided above, Buyer will be responsible for real estate taxes and assessments on the Property payable following the Closing Date. In no event will Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reason. With respect to the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth herein.

Taxes and Assessments. All current real estate and personal property taxes and assessments pertaining to the Property that are due all payments on general and payable for any period prior to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior to the Closing. All real estate and personal property taxes special bonds and assessments on the Property for the current year (the "CURRENT TAX YEAR") will Land shall be prorated through Escrow between Buyer and Seller and Buyer as of Closing based upon the latest available tax information, using the customary escrow procedures. Any taxes levied under the Supplemental Tax Roll and attributable to the period prior to Closing Date (on shall be paid by Seller, and any such taxes attributable to the basis of the actual number of days elapsed over the applicable period)period from and after Closing shall be paid by Buyer. If the amount Land is part of a larger tax parcel which remains unsegregated on the San Diego, California Tax Assessors' Rolls for the coming fiscal tax year and any installment of tax becomes due before such segregation is made, then, prior to the later of (i) thirty (30) days after notice from Seller, or (ii) two (2) business days prior to the date such taxes become due and payable, Buyer shall pay Seller for the percentage of taxes and assessments as regards the Land on an acreage basis which is equal to the percentage obtained by dividing the acreage of the Land by the acreage for the entire tax parcel. Notwithstanding the foregoing, Buyer shall be fully and solely responsible for the payment of all taxes levied under the Supplemental Tax Roll relating to the Land, and if Seller pays for any such taxes, Buyer shall reimburse Seller for such amounts upon thirty (30) days notice from Seller. Additionally, if any portion of such tax parcel is reassessed due to improvements constructed thereon, the owner of the portion of such tax parcel upon which such improvements are constructed shall be fully and solely responsible for such increased assessment, and if Seller pays for any such taxes has which are Buyer's responsibility, Buyer shall reimburse Seller for such amounts upon thirty (30) days notice from Seller. If the Land is not been determined as of separately assessed and segregated at Closing, such credit will Buyer and Seller agree to cause the Land thereafter to be based separately assessed and segregated in Buyer's name on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual current tax bills. If any assessments on the Property are payable in installments, then the installment for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). Upon the Closing Date and subject to the adjustment roll as provided above, Buyer will be responsible for real estate taxes and assessments on the Property payable following the Closing Date. In no event will Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reason. With respect to the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth hereinapplicable statutes.

Taxes and Assessments. All General real estate and personal property taxes and assessments pertaining to imposed by governmental authority and any assessments imposed by private covenant constituting a lien or charge on the Property that are for the then current calendar year or other current tax period (collectively, “Taxes”) not yet due and payable shall be prorated at Closing. Taxes for any period all years prior to the Current Tax Year (as hereinafter defined) will year in which Closing occurs shall be paid solely by Seller at or prior to the Closing. All real estate and personal property taxes and assessments on the Property for the current year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period). If the amount Closing occurs prior to the receipt by Seller of any the tax xxxx for the calendar year or other applicable tax period in which the Closing occurs, Purchaser and Seller shall prorate Taxes for such taxes has not been determined as of Closing, such credit will be calendar year or other applicable tax period based on upon the most recent ascertainable taxes, subject to readjustment after Closing upon receipt assessed value of actual the Property and most recently available tax billsrates. If any assessments on the Property are has not been assessed on an “as completed” basis, but will be assessed on an “as completed” basis and will also be due and payable in installments, then the installment for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after year in which the Closing Date). Upon occurs, the parties shall complete the proration of Taxes at Closing Date and subject to the adjustment as provided above, Buyer will be responsible for real estate taxes and assessments on the Property payable following the Closing Date. In no event will Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting immediately preceding sentence, and Seller agrees to escrow at Closing a portion of Seller’s net proceeds from the sale of the Property or from any improvements made or leases entered into at any time or for any reason. With respect in an amount equal to its portion of such Taxes as reasonably determined by the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, andparties’ in good faith, in order to secure payment by Seller of its sole discretion portion of such Taxes. Any refund or rebate of Taxes resulting from a tax protest, challenge or appeal (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net an “Appeal”) for a tax refunds and credits attributable to any period year ending prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will shall belong to Seller, whether received before or after Closing, and be Seller shall have the property sole authority to prosecute such Appeals. Any refund or rebate of Seller. All net Taxes, less costs incurred in connection therewith, resulting from an Appeal for the tax refunds and credits attributable to any period subsequent to year in which the Closing Date will belong to occurs shall be prorated between the parties as of the Closing Date, whether received before or after Closing, and be the property of Buyer. Seller and Buyer agree to Purchaser shall mutually cooperate with one another in connection with the prosecution of any such proceedings Appeal prior to the Closing Date and to take all steps, whether before or after the Closing Date, as may be necessary to carry out Date Seller and Purchaser shall mutually cooperate in the intention of this subparagraph, including the delivery to the other party, upon demand, prosecution of any relevant books and records, including receipted tax bills and cancelled checks used in payment such Appeal. All real estate taxes imposed because of such taxes, the execution a change of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer use of the Property by Buyer, Buyer will cause any transferee prior to assume Closing shall be the obligations set forth hereinresponsibility and obligation of Seller.

Taxes and Assessments. All non-delinquent real estate property taxes, assessments and personal property taxes and other governmental impositions of any kind or nature, including, without limitation, any special assessments pertaining or similar charges (collectively, “Taxes”), which relate to the Property that are due and payable for any period prior to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior to the Closing. All real estate and personal property taxes and assessments on the Property for the current tax year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as of within which the Closing Date (on the basis of occurs based upon the actual number of days elapsed over in the applicable period)tax year. If With respect to any portion of the amount of Taxes which are payable by any such taxes has not been determined as of ClosingTenant directly to the authorities, such credit will no proration or adjustment shall be made. The proration for Taxes shall be based on upon the most recent ascertainable taxesrecently issued tax xxxx for the Property, subject to readjustment after Closing and shall be calculated based upon receipt of actual the maximum early payment discount available. In the event that the most recently issued tax bills. If any assessments on xxxx for the Property are payable in installmentsdoes not relate to the tax year within which the Closing occurs, then the installment parties shall adjust the proration of Taxes within one hundred eighty (180) days after Buyer receives the tax xxxx for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after tax year within which the Closing Date)occurs; otherwise the proration for Taxes which are made at Closing shall be final and not subject to reproration. Upon the Closing Date and subject to the adjustment provided aboveClosing, Buyer will shall be responsible for real estate taxes Taxes payable from and assessments on after the Property payable following the Closing DateClosing. In no event will shall Seller be charged with or be responsible for any increase in the taxes or assessments on the Property Taxes resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reasonafter the Closing. With respect to the Current Tax Year and all prior periodsperiods for which Seller has paid Taxes, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its 8 - AGREEMENT FOR PURCHASE AND SALE sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer)discretion, to settle the same. Seller will shall have the sole authority to control the progress of, and to make all decisions with respect to, such proceedingsproceedings but shall provide Buyer with copies of all communications with the taxing authorities. All net tax refunds and credits which are attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will shall belong to and be the property of Seller; provided, however, that any such refunds and credits that are the property of Tenants under Leases shall be promptly remitted by Seller directly to such Tenants or to Buyer for the credit of such Tenants. All net tax refunds and credits attributable to any period subsequent to the Closing Date will shall belong to and be the property of Buyer. Seller and Buyer agree agrees to cooperate with one another Seller in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing DateClosing, as may be necessary to carry out the intention of this subparagraphSubsection 7.7.1.1, including the delivery to the other partySeller, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxesTaxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other partySeller. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth herein.

Taxes and Assessments. All Buyer assumes and agrees to pay all assessments for municipal improvements made after the Close of Escrow, and all real estate and personal property taxes and assessments pertaining to the Property that are (“Taxes”) due and payable for any period prior after Close of Escrow. The parties intend to prorate Taxes on a cash basis not an accrual basis. Consequently, at the time of Close of Escrow Buyer shall receive as a credit on the cash payment required at Close of Escrow an amount equal to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior percentage of the Taxes payable in 2008 after the Close of Escrow equivalent to the Closingportion of 2008 (after any tax payment date) that the Property was owned by Seller. All real estate By way of example, if the Taxes payable in 2008 are $60,000, none of which have been paid at the Close of Escrow, and personal property taxes and assessments on the Seller has owned the Property for the current year ninety (the "CURRENT TAX YEAR"90) will be prorated between Seller and days in 2008 then Buyer as shall receive a credit of the Closing Date (on the basis of the actual number of days elapsed over the applicable period)90/365 x $60,000 or $14,794.52. If the amount of any such taxes has not been determined as of Closing, such credit will be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments rate is not known on the Property are payable in installments, then the installment for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). Upon , the Closing Date Taxes shall be prorated based upon the prior years tax rate and subject to re-prorated within thirty (30) days after the adjustment provided above, Buyer will be responsible for real estate taxes and assessments on actual tax rate is published by the Property payable following the Closing Dateappropriate governmental authority. In no event will shall Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time after the Close of Escrow. The foregoing notwithstanding, Tenant reimbursements for Taxes paid by Seller prior to the Close of Escrow or for which Buyer receives a credit from Seller hereunder shall by payable to Seller and if received by Buyer from a Tenant shall be promptly accounted for and remitted to Seller. Seller shall be responsible for all Taxes due prior to the Close of Escrow, including any reasonincreases in the Taxes assessed in 2006, payable in 2007, as a result of a pending reassessment of the Property. Escrow Holder shall withhold Twenty Thousand Dollars ($20,000) of the Purchase Price and place such money into an escrow (“Tax Escrow”) with Escrow Holder pursuant to a separate escrow agreement, the terms of which shall be mutually satisfactory to Seller, Buyer and Escrow Holder, which shall be used solely to pay the potential increase in the Taxes assessed in 2006 and payable in 2007. Buyer shall promptly xxxx Tenants who occupied space in the Property in 2007 for their pro-rata share of any such increased amount of Taxes and shall remit such amounts collected from Tenants to Seller. With respect to the Current Tax Year and all prior periodsperiods for which Seller has paid Taxes, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer)discretion, to settle the same. Seller will shall have sole authority to control the progress of, and to make all decisions with respect to, such proceedingsproceedings but shall provide Buyer with copies of all communications with the taxing authorities. All net tax refunds and credits attributable to any period prior to the Closing Date Close of Escrow which Seller has paid or for which Seller has given a credit to Buyer will shall belong to and be the property of Seller, provided, however, that any such refunds and credits that are the property of Tenants under Leases shall be promptly remitted by Seller directly to such Tenants or to Buyer for the credit of such Tenants. All net tax refunds and credits attributable to any period subsequent to the Closing Date will Close of Escrow shall belong to and be the property of Buyer. Seller and Buyer agree agrees to cooperate with one another Seller in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing DateClose of Escrow, as may be necessary to carry out the intention of this subparagraphsubsection, including the delivery to the other partySeller, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other partySeller. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth herein.

Taxes and Assessments. All To the extent not covered by amounts collected from the Tenants pursuant to Section 6.4 of the Leases and paid or credited to Buyer at Closing (“Tax Escrow Funds”) for payment of real estate and or personal property taxes and assessments pertaining taxes, sales tax applicable to the Property that are due Leases, assessments and payable for other governmental impositions of any period prior kind or nature, including, without limitation, any special assessments or similar charges (collectively, “Taxes”), all non-delinquent Taxes which relate to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior to tax year within which the Closing. All real estate and personal property taxes and assessments on the Property for the current year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as Close of the Closing Date (on the basis of Escrow occurs based upon the actual number of days elapsed over in the applicable period)tax year. With respect to any portion of the Taxes which are payable by any Tenant directly to the authorities, no proration or adjustment shall be made. The proration for Taxes shall be based upon the most recently issued tax xxxx for the Property. If the amount of any such taxes has not been determined as of Closing, such credit will be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on xxxx is not for the Property are payable in installmentscurrent tax year, then the installment parties shall reprorate within thirty (30) days of the receipt of the tax xxxx for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date)tax year. Upon the Closing Date Close of Escrow and subject to the adjustment provided above, Buyer will shall be responsible for real estate taxes and assessments on the Property payable following from and after the Closing DateClose of Escrow. In no event will shall Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reasonafter the Close of Escrow. With respect to the Current Tax Year and all prior periodsperiods for which Seller has paid Taxes, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer)discretion, to settle the same. Seller will shall have sole authority to control the progress of, and to make all decisions with respect to, such proceedingsproceedings but shall provide Buyer with copies of all communications with the taxing authorities. All net tax refunds and credits attributable to any period prior to the Closing Date Close of Escrow which Seller has paid or for which Seller has given a credit to Buyer will shall belong to and be the property of Seller, provided, however, that any such refunds and credits that are the property of Tenants under Leases shall be promptly remitted by Seller directly to such Tenants or to Buyer for the credit of such Tenants. All net tax refunds and credits attributable to any period subsequent to the Closing Date will Close of Escrow shall belong to and be the property of Buyer. Seller and Buyer agree agrees to cooperate with one another Seller in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing DateClose of Escrow, as may be necessary to carry out the intention of this subparagraphsubsection, including the delivery to the other partySeller, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other partySeller. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth herein.

Taxes and Assessments. All non-delinquent real estate property taxes, assessments and personal property taxes and other governmental impositions of any kind or nature, including, without limitation, any special assessments pertaining or similar charges (collectively, "Taxes"), which relate to the Property that are due and payable for any period prior to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior to the Closing. All real estate and personal property taxes and assessments on the Property for the current tax year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as of within which the Closing Date (on the basis of occurs based upon the actual number of days elapsed over in the applicable period)tax year. If With respect to any portion of the amount of Taxes which are payable by any such taxes has not been determined as of ClosingTenant directly to the authorities, such credit will no proration or adjustment shall be made. The proration for Taxes shall be based on upon the most recent ascertainable taxesrecently issued tax bill for the Property, and shall be cxxxxlated based upon the maximum early payment discount available. The prorations for taxes and assessments which are made at Closing shall be final, and not subject to readjustment reproration after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then the installment for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date)Closing. Upon the Closing Date and subject to the adjustment provided aboveClosing, Buyer will shall be responsible for real estate taxes and assessments on the Property payable following from and after the Closing DateClosing. In no event will shall Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reasonafter the Closing. With respect to the Current Tax Year and all prior periodsperiods for which Seller has paid Taxes, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer)discretion, to settle the same. Seller will shall have sole authority to control the progress of, and to make all decisions with respect to, such proceedingsproceedings but shall provide Buyer with copies of all communications with the taxing authorities. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will shall belong to and be the property of Seller, provided, however, that any such refunds and credits that are the property of Tenants under Leases shall be promptly remitted by Seller directly to such Tenants or to Buyer for the credit of such Tenants. All net tax refunds and credits attributable to any period subsequent to the Closing Date will shall belong to and be the property of Buyer. Seller and Buyer agree agrees to cooperate with one another Seller in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing DateClosing, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other partySeller, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other partySeller. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth herein.

Taxes and Assessments. All Seller shall pay or credit against the Purchase Price (a) all delinquent real estate taxes, front foot benefit charges or similar charges (the “Real Estate Taxes”), together with penalties and personal property taxes and interest thereon, (b) all assessments pertaining to which are a lien against the Property that as of the date of closing, both current and reassessed, which are due and payable on or before closing, (c) all use recoupment taxes (agriculture or otherwise) for any period years through the year of closing, if any, and (d) all real estate taxes for years prior to the Current Tax Year (as hereinafter defined) closing. The proration of undetermined taxes shall be based on a 365-day year and on the last available tax rate and valuations, giving effect to applicable exemptions, recently voted millage, change in tax rate or valuation, etc., whether or not officially certified. It is the intention of the parties in making this tax proration for Purchaser to pay to Seller at closing the amount which Seller remitted, or will be paid by Seller at or prior required to remit, to the Closingappropriate collector of taxes for the period of time after the closing date hereof. All real estate and personal property taxes and assessments on Should the Property for be taxed as part of a larger parcel, the current year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period). If the amount of any such taxes has not been determined as of Closing, such credit will proration shall be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then the installment for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). Upon the Closing Date and subject to the adjustment provided above, Buyer will be responsible for real estate taxes and assessments on the Property payable following the Closing Date. In no event will Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale acreage of the Property or from any improvements made or leases entered into at any time or versus the acreage of the larger parcel. Upon making the proration provided for any reason. With respect to the Current Tax Year and all prior periodsherein, Seller and Purchaser agree that the amount so computed shall be subject to later adjustments should the amount credited at closing be incorrect based upon actual tax bills received by Purchaser after closing. Seller hereby reserves represents and warrants to Purchaser that (i) all assessments now a lien are shown on the right to institute or continue any proceeding or proceedings for the reduction public records of the collector of real property taxes, (ii) no improvements have been installed by public authority or Seller, the costs of which are to be assessed valuation against the Property in the future, and (iii) Seller has not been notified orally or in writing of possible future improvements by public authority, any part of the cost of which would or might be assessed against the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth herein.

Taxes and Assessments. All (i) General real estate and personal property taxes and assessments pertaining to and (ii) sales and use taxes payable during the Property that are due and payable for any period prior to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior to the Closing. All real estate and personal property taxes and assessments on the Property for the current tax year (the "CURRENT TAX YEAR") in which Closing occurs will be prorated between Seller and Buyer as of at the Closing Date (on an accrual basis on the basis of the actual taxes and assessments that accrue and are due and payable during the tax year in which the Closing occurs. Specifically, (i) Seller shall be responsible for that portion of such taxes and assessments equal to (A) the total such taxes due and payable during the tax year in which the Closing occurs, multiplied by (B) a fraction, the numerator of which shall be the number of days elapsed over the applicable period). If the amount of any in such taxes has not been determined as of Closing, such credit will be based on the most recent ascertainable taxes, subject tax year prior to readjustment after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then the installment for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). Upon , and the Closing Date denominator of which shall be 365 (provided, however, that sales and subject to the adjustment provided above, Buyer will be responsible for real estate use taxes and assessments on the Property payable following the Closing Date. In no event will Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from imposed as a result of the sale of the Property or from on the Closing Date and any improvements made or leases entered into at any time or sale and use taxes for any reason. With respect years prior to the Current Tax Year Closing shall be the sole responsibility of Seller); and (ii) Buyer shall be responsible for that portion of such taxes and assessments equal to (A) the total such taxes due and payable during the tax year in which the Closing occurs, multiplied by (B) a fraction, the numerator of which shall be the number of days in such tax year subsequent to and including the Closing Date, and the denominator of which shall be 365. Notwithstanding anything to the contrary herein, Seller shall be entitled to any and all prior periodstax refunds relating to the period before the Closing Date (less any out-of-pocket costs and expenses incurred by Buyer to obtain such refunds), Seller hereby reserves regardless of when the right refunds are received, except if and to institute or continue any proceeding or proceedings for the reduction extent that such refunds are payable to tenants of the assessed valuation Property at the time such refunds are received under the terms of the Property, and, in its sole discretion (except as to the Current Tax Yeartheir respective Leases, in which event case the refundable portion of the amount received shall be paid to such decisions will be made in cooperation with Buyer)tenants. Buyer shall pay any such refund received by Buyer to Seller, less amounts paid to settle the sametenants as describe above, within two (2) business days of receipt by Buyer or its successors-in-interest. Seller will shall have the sole authority to control the progress ofprosecute any tax protest, and to make all decisions with respect to, such proceedings. All net challenge or appeal for a tax refunds and credits attributable to any period year ending prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another shall cooperate, at Seller’s sole cost and expense, in connection with the prosecution of any such proceedings and to take all stepsprotest, whether before challenge or after the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth hereinappeal.

Taxes and Assessments. All Throughout the Lease Term, Tenant shall pay, as and when due, all real property taxes, assessments, special or otherwise, water and sewer rents and charges, and all other charges of every kind and description that may be levied against the Leased Premises, any building or improvement thereon or any use or enjoyment thereof, by any governmental authority. Tenant also shall pay, as and when due, all taxes, license fees and all other charges of every kind and description that may be imposed by any governmental authority on the Tenant's leasehold interest or on any fixtures, equipment, appliances, goods, inventory and any other personal property placed upon the Leased Premises by Tenant. Landlord shall cause all bills relating to the real property taxes to be forwarded to Tenant upon receipt. Tenant shall, upon Landlord's request, deliver to Landlord sufficient receipts or other evidence of payment. If any such taxes paid by Tenant shall cover any period of time prior to or after the expiration of the Term, Tenant's share of such taxes shall be equitably prorated to cover only the period of time within the tax fiscal year during which this Lease shall be in effect and Landlord shall reimburse Tenant to the extent required. If Tenant shall fail to pay any such taxes, Landlord shall have the right to pay the same, in which case Tenant shall repay such amount to Landlord with Tenant's next rent installment together with interest as provided in Paragraph 35. It is expressly agreed, however, that Tenant shall not be required to pay or discharge any real estate and personal property taxes and assessments pertaining or assessments, either general or special, or other charges for which Tenant, pursuant to the Property above, may be liable, so long as Tenant shall in good faith contest the same, or the validity thereof, by appropriate legal proceedings that are due shall operate to prevent the collection of the tax or assessment and payable for the sale of the Leased Premises or any period part thereof to satisfy the same. Pending any such legal proceedings Landlord shall not have the right to pay, discharge or remove the tax or assessments thereby contested, provided Tenant shall, prior to the Current Tax Year (date such tax or assessment is due and payable, have given such reasonable security as hereinafter defined) will may be paid demanded in writing by Seller at Landlord to insure such payment and to prevent any sale or prior to the Closing. All real estate and personal property taxes and assessments on the Property for the current year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as forfeiture of the Closing Date (on the basis Leased Premises by reason of the actual number of days elapsed over the applicable period). If such nonpayment not to exceed, however, one and one-half times the amount of any such taxes has not been determined as of Closing, such credit will be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then the installment for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). Upon the Closing Date and subject to the adjustment provided above, Buyer will be responsible for real estate taxes and assessments on the Property payable following the Closing Date. In no event will Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reason. With respect to the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of this subparagraphassessment, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund penalties and/or interest charges thereon imposed by the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth hereinlaw.

Taxes and Assessments. All non-delinquent real estate property taxes, assessments and personal property taxes and other governmental impositions of any kind or nature, including, without limitation, any special assessments pertaining or similar charges (collectively, “Taxes”), which relate to the Property that are due and payable for any period prior to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior to the Closing. All real estate and personal property taxes and assessments on the Property for the current tax year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as of within which the Closing Date (on the basis of occurs based upon the actual number of days elapsed over in the applicable period)tax year. With respect to any portion of the Taxes which are payable by any Tenant directly to the authorities, no proration or adjustment shall be made. The proration for Taxes shall be based upon the most recently issued tax xxxx for the Property. If the amount of any such taxes has not been determined as of Closing, such credit will be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on xxxx is not for the Property are payable in installmentscurrent tax year, then the installment parties shall reprorate within thirty (30) days of the receipt of the tax xxxx for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date)tax year. Upon the Closing Date Close of Escrow and subject to the adjustment provided above, Buyer will shall be responsible for real estate taxes and assessments on the Property payable following from and after the Closing Date. In no event will Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale Close of the Property or from any improvements made or leases entered into at any time or for any reasonEscrow. With respect to the Current Tax Year and all prior periodsperiods for which Seller has paid Taxes, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer)discretion, to settle the same. Seller will shall have sole authority to control the progress of, and to make all decisions with respect to, such proceedingsproceedings but shall provide Buyer with copies of all communications with the taxing authorities. All net tax refunds and credits attributable to any period prior to the Closing Date Close of Escrow which Seller has paid or for which Seller has given a credit to Buyer will shall belong to and be the property of Seller, provided, however, that any such refunds and credits that are the property of Tenants under Leases shall be promptly remitted by Seller directly to such Tenants or to Buyer for the credit of such Tenants. All net tax refunds and credits attributable to any period subsequent to the Closing Date will Close of Escrow shall belong to and be the property of Buyer. Seller and Buyer agree agrees to cooperate with one another Seller in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing DateClose of Escrow, as may be necessary to carry out the intention of this subparagraphsubsection, including the delivery to the other partySeller, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other partySeller. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth herein.

Taxes and Assessments. All non-delinquent real estate property taxes, assessments and personal property taxes and other governmental impositions of any kind or nature, including, without limitation, any special assessments pertaining or similar charges (collectively, “Taxes”), which relate to the Property that are due and payable for any period prior to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior to the Closing. All real estate and personal property taxes and assessments on the Property for the current tax year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as of within which the Closing Date (on the basis of occurs based upon the actual number of days elapsed over in the applicable period)tax year. With respect to any portion of the Taxes which are payable by any Tenant directly to the authorities, no proration or adjustment shall be made. The proration for Taxes shall be based upon the most recently issued tax xxxx for the Property, and shall be calculated based upon the full non-delinquent amount thereof. If the amount of any such taxes has Closing occurs in calendar year 2009, the prorations for Taxes which are made at Closing shall be final and not been determined as of subject to reproration after Closing. Upon Closing, such credit will be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then the installment for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). Upon the Closing Date and subject to the adjustment provided above, Buyer will shall be responsible for real estate taxes Taxes payable for the calendar year in which Closing occurs and assessments on periods accruing from and after the Property payable following the Closing DateClosing. In no event will shall Seller be charged with or be responsible for any increase in the taxes or assessments on the Property Taxes resulting from the sale of the Property or from any improvements made or leases entered into at any time after the Closing. In no event shall Seller, upon or for any reason. With respect to following the Current Tax Year and all prior periodsClosing, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits which are attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will shall belong to and be the property of Seller; provided, however, that any such refunds and credits that are the property of Tenants under Leases shall be promptly remitted by Seller directly to such Tenants or to Buyer for the credit of such Tenants. All net tax refunds and credits attributable to any period subsequent to the Closing Date will shall belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth herein.

Taxes and Assessments. All real estate As additional rent the Lessee agrees to pay to proper authority or to reimburse Lessor for any such payments made by Lessor, as the Lessor may designate, promptly as the same become due and personal payable, all taxes and general and special assessments levied upon or assessed against the leased property or any part thereof which are assessed and are, or become, a lien during the term of this Lease. Unless and until the Lessor gives the Lessee written notice that it elects to have such payments made by the Lessee direct the Lessor shall itself first pay all such taxes and assessments pertaining to and the Property that are due and payable for any period prior to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior to the Closing. All real estate and personal property taxes and assessments Lessee shall, on the Property for the current year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as written notice of the Closing Date (on the basis of the actual number of days elapsed over the applicable period). If the amount of any such taxes has not been determined as payment, reimburse the Lessor therefor in full within ten (10) days after such notice. If and in the event the Lessor gives the Lessee written notice that it elects to have such payments made by the Lessee direct the Lessee shall make all such payments directly to the proper tax collecting authority prior to delinquency and forthwith thereafter shall deliver to the Lessor original or duplicate receipts evidencing such payments. If the Lessee fails to make any such payment within such time, the Lessor may, at its option, make the same and in such event the Lessee shall, on demand, repay to the Lessor within ten days the amount so paid by Lessor. The Lessee shall be entitled to protest or challenge any such tax or assessment or the validity thereof in the name of Closingthe Lessor or otherwise, but any such credit will action shall be based on at its own cost and expense and without cost or expense to the most recent ascertainable taxesLessor or the demised premises, subject and no such action shall be taken or maintained without first delivering an indemnity agreement from a solvent licensed surety company in an appropriate sum guaranteeing to readjustment after Closing upon receipt hold the Lessor and the demised premises free and harmless from loss, cost, expense or liability in connection with or arising out of actual tax billsany such action. If any assessments on special assessment made against the Property are property covered by this Lease may, at option of the owner of the property, be paid in installments or covered by bond which is payable in installments, then the installment Lessee shall be entitled to require that the assessment be paid in installments or that the bond be issued, and in such case the Lessee shall be liable only for the current period will be prorated (with Buyer assuming payment of such installments, or the obligation to pay any installments due after prorate thereof, as become payable during the Closing Date)term of this Lease. Upon the Closing Date and subject to the adjustment provided above, Buyer will be responsible for real estate The first at such taxes and assessments on to be paid by the Property Lessee, either directly or by reimbursement to Lesser shall be those payable following for the Closing Date. In no event will Seller fiscal tax year in which the term of this Lease begins and the last of such tax and assessments shall be charged those for the fiscal year in which the term of this Lease ends; provided however the amount of such payments for the first and last fiscal years shall be pro-rated to coincide with or be responsible for any increase in the taxes or assessments on beginning and the Property resulting from the sale end of the Property or from any improvements made or leases entered into at any time or for any reasonterm hereof. With respect to the Current Tax Year The Lessee shall pay and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether discharge before or after the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of delinquency any and all consent taxes and assessments against property of any kind or other documents, nature belonging to Lessee or placed or kept upon or about the demised premises and agrees to save and hold the Lessor and the undertaking of demised premises free and harmless from any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth hereinliability therefor or in lien thereof.

Taxes and Assessments. All real estate and personal property taxes and assessments pertaining The Tenant, in addition to the Property Net Rent, shall pay --------------------- as Additional Rent 56% of all taxes, assessments and other governmental charges ("Impositions") upon the premises, including any buildings and improvements thereon as of the date hereof, which Impositions are assessed or become payable during the Lease Term, together with any interest or penalties thereon assessed because of action or inaction of Tenant. Tenant shall pay to Landlord each month, together with the monthly installments of rent, one-twelfth (1/12) of Tenant's pro-rata portion of the Impositions as estimated by Landlord to be required to enable Landlord to pay the Impositions as they become due. Upon demand of Landlord, Tenant shall pay to Landlord such additional sums that are due may be necessary to make up any deficiency in the amount needed to enable Landlord to pay the Impositions. All Impositions assessed prior to the commencement of the Lease Term, but which become payable in whole or in part during the Lease Term, and all Impositions assessed during the Lease Term, but which become payable in whole or in part after the termination of the Lease Term, shall be adjusted and prorated so that the Landlord shall pay its pro-rated share for any the period prior to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior and subsequent to the Closing. All real estate Lease Term, and personal property taxes and assessments on the Property Tenant shall pay its pro-rated share for the current year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period)Lease Term. If the amount of any such taxes has not been determined as of ClosingThe Tenant may, such credit will be based on the most recent ascertainable taxesif it shall so desire, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then the installment for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). Upon the Closing Date and subject to the adjustment provided above, Buyer will be responsible for real estate taxes and assessments on the Property payable following the Closing Date. In no event will Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into endeavor at any time to contest the validity of any assessment, or for any reason. With respect to the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction obtain a lowering of the assessed valuation upon the Demised Premises for the purpose of reducing any assessment. In such event, the PropertyLandlord shall offer no objection, andand at the request of Tenant, but without expense to the Landlord, the Landlord will cooperate with the Tenant. If requested by the Tenant, and provided the Landlord will not, in its sole discretion (except as to reasonable judgment, incur any expense or liability thereby, the Current Tax Year, in Landlord will execute any document which event may be necessary and proper for any such decisions will be made in cooperation with Buyer), to settle proceeding. Upon the same. Seller will have sole authority to control termination of any proceeding and after the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller Tenant has paid or for which Seller has given a credit to Buyer will belong to and any such assessment together with costs, any refund shall be the property of Seller. All net tax refunds and credits attributable to any period subsequent the Tenant to the Closing Date will belong extent to and be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as which it may be necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in based on a payment of an assessment made by the Tenant. The certificate, advice, xxxx or receipt made by any officer, person or corporation legally authorized to give such taxescertificate, advice, xxxx or receipt, showing that any Imposition was due and payable or had been paid at the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection date of such refund by certificate, advice, xxxx or receipt, shall be prima facie evidence that such Imposition is due and payable, or has been paid and discharged as the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth hereincase may be.

Taxes and Assessments. All real estate Seller and personal property taxes Buyer acknowledge and assessments pertaining to agree that, (a) as of the Property that are due and payable date hereof, Buyer, as “Lessee” under the Tenant Leases, is solely responsible for any period prior to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior to the Closing. All payment of all real estate and personal property taxes and assessments on the Property for (including any assessments payable with respect to the current year that certain bond financing facility pursuant to the CFD 2001-1 Xxxxx Xxxx Bond (the "CURRENT TAX YEAR"“Xxxxx Xxxx Facility”)) will be prorated between Seller and Buyer as all taxes of the Closing Date (any kind imposed on the basis of the actual number of days elapsed over the applicable period). If the amount of any such taxes has not been determined as of ClosingProperty, such credit will be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then the installment for the current period will be prorated and (with Buyer assuming the obligation to pay any installments due b) from and after the Closing Date), Buyer, as owner of the Property, shall continue to be solely responsible for the payment of all such taxes and assessments. Upon Accordingly, there will be no prorations pursuant to this Agreement for taxes and assessments; provided, however, that Seller shall cause its mortgage lender to pay, out of funds previously deposited by or on behalf of Seller with such lender, if any, the current real estate tax xxxx for the Property due and payable on or before December 10, 2011. Notwithstanding the foregoing or any termination of the Tenant Leases on or after the Closing Date Date, Seller and subject Buyer agree that from and after the Closing the covenants, conditions and provisions of the Tenant Leases and the rights, obligations and liabilities of Buyer, as “Lessee”, and Seller, as “Lessor”, applicable to the adjustment provided above, Buyer will be responsible for real estate payment of taxes and assessments on (including, without limitation, in connection with the Property payable following the Closing Date. In no event will Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale reconciliation and true up of the Property or from any improvements made or leases entered into at any time or for any reason. With respect to the Current Tax Year such amounts and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the PropertyProperty and the proration of such amounts as of the expiration or earlier termination of the Tenant Leases), andshall continue to govern and control with respect to all such real estate, in its sole discretion (except as personal property and other taxes and assessments imposed on or related to the Current Tax Year, in which event Property to the extent such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, taxes and to make all decisions with respect to, such proceedings. All net tax refunds assessments were due and credits attributable to any period payable prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will belong to Date. For purposes of this Section 6D(3)(a), the aforementioned covenants, conditions and be provisions of the property of Seller. All net tax refunds and credits attributable to any period subsequent to Tenant Leases shall survive the Closing Date will belong and any termination of the Tenant Leases. Notwithstanding anything to and be the property of Buyer. Seller and contrary contained herein, if, pursuant to the Tenant Leases, Buyer agree (as “Lessee” thereunder) has directly paid the real estate taxes due December 10, 2011 prior to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment then an interim allocation of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other partyreal estate taxes shall occur at Closing. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth herein.(b)

Taxes and Assessments. All Tenant shall pay all real estate property taxes upon the Leased Premises and all personal property taxes and assessments pertaining to upon property of Tenant located upon the Property that are due and payable for any period prior to Leased Premises, promptly as the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior to the Closingsame become due. All real estate and personal Real property taxes and assessments on the Property for the current last partial fiscal year (the "CURRENT TAX YEAR") will of this lease shall be prorated between Seller Lessor and Buyer Tenant as at the commencement date and termination date of this lease. Tenant shall pay all assessments hereafter levied against the Leased Premises, or a portion thereof, during the term of this lease, including assessments coming due to any special purpose governmental district; provided that Tenant shall have the right to xxxxxxxx any such assessments for improvements and, in the event such assessments are bancrofted, Tenant shall be responsible for payment only of the Closing Date (on payments coming due during the basis term of this lease. In modification of this provision, in the event Tenant requests or initiates any such improvement, in any manner now or hereafter provided by law, Tenant shall have the right to xxxxxxxx any assessment for such improvement only if Tenant has obtained the written consent of Lessor to such improvement; provided that such consent shall not be unreasonably withheld. If a new charge or fee relating to the ownership or use of the actual number of days elapsed over Leased Premises or the applicable period). If the amount of any such taxes has not been determined as of Closing, such credit will be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax billsrental therefrom or in lieu of property taxes is assessed or imposed, then, to the extent permitted by law, Tenant shall pay such charge or fee. If any assessments on the Property are payable in installmentsTenant, then the installment for the current period will be prorated (with Buyer assuming the however, shall have no obligation to pay any installments due after the Closing Date). Upon the Closing Date and subject to the adjustment provided aboveincome, Buyer will be responsible for real estate taxes and assessments profits, or franchise tax levied on the Property payable following the Closing Date. In no event will Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting net income derived by Lessor from the sale of the Property or from any improvements made or leases entered into at any time or for any reason. With respect to the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth hereinlease.

Taxes and Assessments. All real Real estate taxes, ad valorem taxes, taxes in lieu, pilot payments, assessments and personal similar property taxes and assessments pertaining to the (“Real Property that are due and payable for any period prior to the Current Tax Year (as hereinafter definedTaxes”) will shall be paid by Seller at or prior to the Closing. All real estate and personal property taxes and assessments on the Property for the current year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer apportioned as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period). If the amount of any such taxes has not been determined Cut-Off Time as of Closing, such credit will follows:(A) Seller shall be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on the allocated and bear all liability for Real Property are payable in installments, then the installment for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). Upon the Closing Date and subject Taxes relating to the adjustment provided above, Buyer will be responsible for real estate taxes and assessments on the Property payable following the Closing Date. In no event will Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reason. With respect to the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period ending prior to the Closing Date and (B) Buyer shall be allocated and bear all liability for Real Property Taxes relating to the periods on and after the Closing Date. If the Real Property Tax xxxx for the Real Property Tax year in which Seller the Closing occurs has not been issued on or before the Closing Date, the apportionment of Real Property Taxes shall be computed based upon the most recent Real Estate Tax xxxx available. If, on the Closing Date, bills for the Real Property Taxes imposed upon the Real Property for the Real Property Tax year in which Closing occurs have been issued and are due and payable but shall not have been paid by Seller, such real property Taxes shall be paid at the time of Closing pursuant to the apportionment provided by this Section 7(a)(v). For the avoidance of doubt, any refunds of Real Property Taxes (including in the form of a direct credit or estimated Tax payments) with respect to the period up to the Cut-Off Time (any such refund, a “Pre-Closing Tax Refund”) shall be for which Seller has given a credit to Buyer will belong to and be the property account of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller , and Buyer agree shall pay over to Seller any such Pre-Closing Tax Refund (including any interest received with respect thereto) within ten (10) Business Days after receipt, or if the Pre-Closing Tax Refund is in the form of a direct credit, within ten (10) Business Days after the date on which the Tax Return claiming such credit is filed. Buyer shall cooperate with one another Seller in obtaining such Pre-Closing Tax Refunds, including through the filing of amended Tax Returns or refund claims, provided Seller shall reimburse Buyer for all reasonable and actual third party associated costs and expenses incurred in connection with the prosecution collection of any such proceedings and to take all steps, whether before or after the Pre-Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery Tax Refunds related to the other partyperiod prior to the Cut-Off Time. Notwithstanding anything to the contrary set forth in this clause (v), upon demand, for U.S. federal income Tax purposes (and any comparable provision of any relevant books state and records, including receipted tax bills and cancelled checks used in payment of such taxeslocal income Tax Law), the execution of any parties agree to treat the transactions contemplated by this Agreement as purchases and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer sales of the Property assets owned by Buyer, Buyer will cause any transferee to assume Seller and no income Taxes shall be prorated between the obligations set forth hereinparties.

Taxes and Assessments. All real estate Seller and personal property taxes Buyer acknowledge and assessments pertaining to agree that, (a) as of the Property that are due and payable date hereof, Buyer, as “Lessee” under the Tenant Leases, is solely responsible for any period prior to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior to the Closing. All payment of all real estate and personal property taxes and assessments on the Property for (including any assessments payable with respect to the current year that certain bond financing facility pursuant to the CFD 2001-1 Xxxxx Xxxx Bond (the "CURRENT TAX YEAR"“Xxxxx Xxxx Facility”)) will be prorated between Seller and Buyer as all taxes of the Closing Date (any kind imposed on the basis of the actual number of days elapsed over the applicable period). If the amount of any such taxes has not been determined as of ClosingProperty, such credit will be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then the installment for the current period will be prorated and (with Buyer assuming the obligation to pay any installments due b) from and after the Closing Date), Buyer, as owner of the Property, shall continue to be solely responsible for the payment of all such taxes and assessments. Upon Accordingly, there will be no prorations pursuant to this Agreement for taxes and assessments; provided, however, that Seller shall cause its mortgage lender to pay, out of funds previously deposited by or on behalf of Seller with such lender, if any, the current real estate tax xxxx for the Property due and payable on or before December 10, 2011. Notwithstanding the foregoing or any termination of the Tenant Leases on or after the Closing Date Date, Seller and subject Buyer agree that from and after the Closing the covenants, conditions and provisions of the Tenant Leases and the rights, obligations and liabilities of Buyer, as “Lessee”, and Seller, as “Lessor”, applicable to the adjustment provided above, Buyer will be responsible for real estate payment of taxes and assessments on (including, without limitation, in connection with the Property payable following the Closing Date. In no event will Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale reconciliation and true up of the Property or from any improvements made or leases entered into at any time or for any reason. With respect to the Current Tax Year such amounts and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the PropertyProperty and the proration of such amounts as of the expiration or earlier termination of the Tenant Leases), andshall continue to govern and control with respect to all such real estate, in its sole discretion (except as personal property and other taxes and assessments imposed on or related to the Current Tax Year, in which event Property to the extent such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, taxes and to make all decisions with respect to, such proceedings. All net tax refunds assessments were due and credits attributable to any period payable prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will belong to Date. For purposes of this Section 6D(3)(a), the aforementioned covenants, conditions and be provisions of the property of Seller. All net tax refunds and credits attributable to any period subsequent to Tenant Leases shall survive the Closing Date will belong and any termination of the Tenant Leases. Notwithstanding anything to and be the property of Buyer. Seller and contrary contained herein, if, pursuant to the Tenant Leases, Buyer agree (as “Lessee” thereunder) has directly paid the real estate taxes due December 10, 2011 prior to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment then an interim allocation of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth hereinreal estate taxes shall occur at Closing.

Taxes and Assessments. All non-delinquent real estate property taxes, assessments and personal property taxes and other governmental impositions of any kind or nature, including, without limitation, any special assessments pertaining to or similar charges (collectively, “Real Estate Taxes”), which are payable during the Property that are due and payable for any period prior to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior to the Closing. All real estate and personal property taxes and assessments on the Property for the current calendar year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as of within which the Closing Date (on regardless of when such taxes are levied or assessed or the basis of calendar year, tax year or other period to which such taxes may be attributable) occurs based upon the actual number of days elapsed over in the applicable period)calendar year. If With respect to any portion of the amount of Real Estate Taxes which are payable by any such taxes has not been determined as of ClosingTenant directly to the authorities, such credit will no proration or adjustment shall be made. The proration for Real Estate Taxes shall be based on upon the most recent ascertainable taxesrecently issued tax xxxx for the Property, and shall be calculated based upon the maximum early payment discount available, if applicable. The prorations for taxes and assessments which are made at Closing shall be final, and not subject to readjustment reproration after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then the installment for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date)Closing. Upon the Closing Date and subject to the adjustment provided aboveClosings, Buyer will shall be responsible for real estate taxes and assessments on the Property payable following from and after the Closing DateClosing. In no event will Seller shall Parent be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reasonafter the Closing. With respect to the Current Tax Year and all prior periodsperiods for which Seller has paid Real Estate Taxes, Seller Parent hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer)discretion, to settle the same. Seller will Parent shall have sole authority to control the progress of, and to make all decisions with respect to, such proceedingsproceedings but shall provide Buyer with copies of all communications with the taxing authorities. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller Parent has given a credit to Buyer will shall belong to and be the property of SellerParent, including, without limitation, the installment tax credit in the amount of $214,201.16 partially evidencing the prior overpayment of real estate taxes on the Property which is to be credited to Seller on its July 2009 tax xxxx affecting the Property (the “July Tax Credit”), the amount of which July Tax Credit shall be reimbursed to Parent by Buyer or Xxxx Xxxxxx, as the principal of Buyer, by wire transfer within seven (7) days after the tax xxxx reflecting such credit is issued; provided, however, that any such refunds and credits that are the property of Tenants under Leases shall be promptly remitted by Parent directly to such Tenants or to Buyer for the credit of such Tenants. All net tax refunds and credits attributable to any period subsequent to the Closing Date will shall belong to and be the property of Buyer. Seller and Buyer agree agrees to cooperate with one another Parent in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing DateClosing, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other partyParent, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other partyParent. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth herein.

Taxes and Assessments. All real estate and personal property taxes and assessments pertaining to the Property that are due and payable for any period prior to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior to the Closing. All real estate and personal property taxes and assessments on the Property for payable in respect to the current fiscal year of the applicable taxing authority in which the Closing Date occurs (the "CURRENT TAX YEARCurrent Tax Year") will ). Such real estate taxes and assessments shall be prorated between Seller and Buyer as on a per diem basis based upon the number of days in the Current Tax Year prior to the Closing Date (on which shall be allocated to Seller) and the basis of the actual number of days elapsed over in the applicable periodCurrent Tax Year on and after the Closing Date (which shall be allocated to Buyer). If Upon the amount of any such Closing Date and subject to the adjustment provided for above, Buyer shall be responsible for real estate taxes has not been determined as of Closing, such credit will be based and assessments on the most recent ascertainable taxes, subject Property payable in respect to readjustment the Current Tax Year and al periods after Closing upon receipt of actual tax billsthe Current Tax Year. If In the event that any assessments on the Property are payable in installments, then the installment for the current period will Current Tax Year shall be prorated in the manner set forth above (with Buyer assuming the obligation to pay any installments due after the Closing Date). Upon the Closing Date and subject to the adjustment provided above, Buyer will be responsible for real estate taxes and assessments on the Property payable following the Closing Date. In no event will Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reason. With respect to the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer)discretion, to settle the same. Seller will shall have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will Current Tax Year shall belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will Current Tax Year shall belong to and be the property of Buyer. Seller All net tax refunds and credits attributable to the Current Tax Year shall be apportioned in the same manner as provided above for taxes and assessments for such Current Tax Year, after deducting all expenses, including attorneys' and consultants' fees and costs and disbursements, incurred in obtaining such refund, and if applicable, all amounts payable in connection therewith to tenants pursuant to tenant leases. Buyer agree agrees to reasonably cooperate with one another Seller in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth hereinproceedings.

Taxes and Assessments. All real estate and personal property Grantor shall pay all taxes and assessments pertaining to against or affecting the Mortgaged Property that are as the same become due and payable (except those being contested in Good Faith, as defined in the Loan Agreement), and, upon request by Beneficiary, Grantor shall deliver to Beneficiary such evidence of the payment thereof as Beneficiary may require, and, if Grantor fails to do so, Beneficiary may pay them, together with all costs and penalties thereon, at Grantor's expense. RESERVE FOR INSURANCE, TAXES AND ASSESSMENTS. Upon request of Beneficiary, Grantor will deposit with Beneficiary a sum equal to ad valorem taxes, assessments and charges (which charges for the purpose of this paragraph shall include without limitation any period prior to recurring charge which could result in a lien against the Current Tax Year (as hereinafter definedMortgaged Property) will be paid by Seller at or prior to against the Closing. All real estate and personal property taxes and assessments on the Mortgaged Property for the current year (and the "CURRENT TAX YEAR") will be premiums for such policies of insurance for the current year, all as estimated by Beneficiary and prorated between Seller and Buyer as to the end of the Closing Date (calendar month following the month during which Beneficiary's request is made, and thereafter will deposit with Beneficiary, on the basis first day of each month, sufficient funds (as estimated from time to time by Beneficiary) to permit Beneficiary to pay at least fifteen (15) days prior to the actual number due date thereof, the next maturing ad valorem taxes, assessments and charges and premiums for such policies of days elapsed over insurance. Beneficiary shall have the right to rely upon tax information furnished by applicable period). If taxing authorities in the amount payment of such taxes or assessments and shall have no obligation to make any protest of any such taxes has not been determined as of Closingor assessments. Any excess over the amounts required for such purposes shall be held by Beneficiary for future use, applied to any Indebtedness or refunded to Grantor, at Beneficiary's option, and any deficiency in such credit will be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then the installment for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). Upon the Closing Date and subject to the adjustment provided above, Buyer will be responsible for real estate taxes and assessments on the Property payable following the Closing Date. In no event will Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reason. With respect to the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will funds so deposited shall be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedingsup by Grantor upon demand of Beneficiary. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will belong to and such funds so deposited shall bear no interest, may be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection mingled with the prosecution general funds of any such proceedings Beneficiary and to take all steps, whether before or after shall be applied by Beneficiary toward the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, assessments, charges and premiums when statements therefor are presented to Beneficiary by Grantor (which statements shall be presented by Grantor to Beneficiary a reasonable time before the execution applicable amount is due); provided, however, that, if a default shall have occurred hereunder, such funds may at Beneficiary's option be applied to the payment of the Indebtedness in the order determined by Beneficiary in its sole discretion, and that Beneficiary may (but shall have no obligation) at any time, in its discretion, apply all or any part of such funds toward the payment of any such taxes, assessments, charges or premiums which are past due, together with any penalties or late charges with respect thereto. The conveyance or transfer of Grantor's interest in the Mortgaged Property for any reason (including without limitation the foreclosure of a subordinate lien or security interest or a transfer by operation of law) shall constitute an assignment or transfer of Grantor's interest in and all consent or other documents, and the undertaking of any acts necessary for the collection of rights to such refund funds held by the other party. Buyer agrees that, as a condition Beneficiary under this paragraph but subject to the transfer rights of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth hereinBeneficiary hereunder.

Taxes and Assessments. All In addition to the payments herein above provided for, and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency all real estate and personal property taxes and assessments pertaining to the Property that are due and payable for any period prior to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior to the Closing. All real estate and personal property taxes and assessments on the Property for the current year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period). If the amount of any such taxes has not been determined as of Closing, such credit will be based on the most recent ascertainable taxes, subject to readjustment after Closing all general and special assessments, and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then the installment for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). Upon the Closing Date and subject to the adjustment provided above, Buyer will be responsible for real estate taxes and assessments on the Property payable following the Closing Date. In no event will Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of against the Property or from any improvements made or leases entered into at any time or for any reason. With respect the use thereof to the Current Tax Year and all prior periods, Seller hereby reserves extent the right to institute same or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as installments thereof are attributable to the Current Tax Yearperiod following the date of this contract. The prorated portion of said taxes, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress ofassessments, and to make all decisions with respect to, such proceedings. All net tax refunds and credits charges which are attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention date of this subparagraphcontract, including excluding taxes for such period assessed because of the delivery to reclassification of the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer use of the Property by Buyerthe Purchaser or any successors of the Purchaser, Buyer will cause shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more t xxxx during the termof this contract, the Seller may, for the remaining termof this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for in terest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any transferee insurance reserve account under this contract. The provisions of this paragraph to assume the obligations set forth hereincontrary notwithstanding, either party shall have the right to contest in good faith any taxor assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve payments.

Taxes and Assessments. All real Real estate and personal property taxes and assessments pertaining to the Property that are due and payable imposed by any governmental authority for any period calendar year 2014 shall be paid in full by Seller prior to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior to the Closing. All real Real estate and personal property taxes and assessments on the Property imposed by any governmental authority (and any assessments imposed by private covenant) for the current calendar year (the "CURRENT TAX YEAR") will 2015 shall be prorated between Seller and Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period). If the amount of any such taxes has not been determined as of Closing, such credit will be based on upon the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If The Seller shall receive a credit for any taxes and assessments on paid by Seller and applicable to any period after the Property are payable in Closing. Special assessments shall be prorated according to the due dates of installments, then the installment with Seller being responsible for the current period will be prorated (with Buyer assuming the obligation to pay any installments that become due after and payable before the Closing Date). Upon the Closing Date , and subject to the adjustment provided above, Buyer will be Purchaser being responsible for real estate taxes installments that become due and assessments payable on the Property payable following the Closing Date. In no event will Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reason. With respect to the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date. If, for the fiscal tax year prior to the tax year in which the Closing is held, there are any tax protests filed, or abatement application proceedings pending at any time prior to the Closing with reference to the Property, Seller shall have the right to settle such protests or proceedings as long as such settlement does not include any agreement as to the increase of the valuation of the Property for real estate tax purposes for the period after the Closing. Otherwise, Seller shall not settle the same without Purchaser’s prior written consent. Purchaser shall control the filing of any tax protests with respect to calendar year 2015 and periods thereafter. All amounts recovered as a result of any tax protests hereunder, whether by settlement or otherwise, shall, net of attorneys’ fees and other expenses, and after reimbursements due to Tenants pursuant to the Leases, be apportioned as of the Closing for the fiscal tax year in which the Closing is held, and paid, when received, to the parties entitled thereto. The parties agree to execute any papers or take such steps, either before or after any Closing, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth hereinforegoing.

Taxes and Assessments. All The Mortgagor shall pay or cause to be paid, not later than the last day upon which payment may be made without penalty or interest, all taxes, charges for water, sewer and other municipal services and assessments and any other charges or assessments that might become a lien prior to the lien of this Mortgage, whether or not assessed against the Mortgagor or the Mortgagee, and whether or not assessed pursuant to authority adopted before or after the date of this Mortgage if applicable or related in any way to the Mortgaged Property, any interest in the Mortgaged Property of the Mortgagor or the Mortgagee or the debt, obligations or performance secured hereby, or the disbursement or application of the proceeds therefrom (collectively, the "Impositions"), excluding, however, any income or corporation excise tax of the Mortgagee. If at any time the Mortgagee does not require the escrow of payments for Impositions, the Mortgagor shall furnish to the Mortgagee receipted real estate and personal property taxes and assessments pertaining tax bills for the Mortgaged Property not later than ten (10) days after the date from which any interest or penalty would accrue for nonpayment thereof. The Mortgagor shall also furnish to the Property that are Mortgagee evidence of payment of all other Impositions within fifteen (15) days after written request therefor by the Mortgagee. If the Mortgagor is not permitted by applicable law to pay any Imposition or the payment of such Imposition would violate any usury law applicable to the transaction contemplated by this Mortgage, at the option of the Mortgagee, the principal sum secured by this Mortgage shall become due and payable upon the date specified by written notice given by the Mortgagee to the Mortgagor, which date shall be at least thirty days after the date of such notice. The Mortgagor shall require all tenants of the Mortgaged Property to pay, when due, all taxes assessed against personal property and trade fixtures of each said tenant. If requested by the Mortgagee, after an Event of Default (as herein defined), the Mortgagor shall pay to the Mortgagee monthly, on the first day of each month, a sum reasonably determined by the Mortgagee to be sufficient to provide in the aggregate a fund adequate to pay each Imposition at least thirty (30) days before it becomes delinquent, and, in addition, shall pay to the Mortgagee on demand any balance necessary to pay in full each Imposition at least thirty (30) days before the date on which it becomes due and payable. Such sums shall not bear interest and may be commingled with the general assets of the Mortgagee. The Mortgagee shall not be required to account for any period prior profits resulting from its use thereof. Such sums may be applied by the Mortgagee to the Current Tax Year (as hereinafter defined) will be paid by Seller at payment of the Impositions or prior any other obligation of the Mortgagor hereunder. The Mortgagor shall furnish to the ClosingMortgagee all original bills relating to any Imposition promptly upon issuance. All real estate and personal property taxes and assessments on The Mortgagor shall have the Property for right, after giving written notice to the current year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period). If the amount of any such taxes has not been determined as of Closing, such credit will be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then the installment for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). Upon the Closing Date Mortgagee and subject to the adjustment provided aboveconditions stated below, Buyer will be responsible for real estate taxes and assessments on to contest by appropriate legal proceedings the Property payable following the Closing Dateamount or validity of any Imposition. In no event will Seller shall the Mortgagor be charged with or be responsible for entitled to delay payment of any increase Imposition if the delay in the taxes or assessments on the Property resulting from the sale payment could subject any portion of the Mortgaged Property to possible foreclosure or from in any improvements made event unless the Mortgagor deposits with Mortgagee a sum of money or leases entered into at any time or for any reason. With respect such other security as the Mortgagee deems reasonable to cover the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment amount of such taxes, the execution of Imposition plus any and all consent interest or other documents, and the undertaking of any acts necessary for the collection penalty that may become due as a result of such refund by the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth hereincontest.

Taxes and Assessments. All non-delinquent real estate property taxes, assessments and personal property taxes and other governmental impositions of any kind or nature, including, without limitation, any special assessments pertaining or similar charges (collectively, "Taxes"), which relate to the Property that are due and payable for any period prior to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior to the Closing. All real estate and personal property taxes and assessments on the Property for the current tax year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as of within which the Closing Date (on the basis of occurs based upon the actual number of days elapsed over in the applicable period)tax year. If With respect to any portion of the amount of Taxes which are payable by any such taxes has not been determined as of ClosingTenant directly to the authorities, such credit will no proration or adjustment shall be made. The proration for Taxes shall be based on upon the most recent ascertainable taxesrecently issued tax xxxx for the Property, and shall be calculated based upon the maximum early payment discount available. The prorations for taxes and assessments which are made at Closing shall be final, and not subject to readjustment reproration after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then the installment for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date)Closing. Upon the Closing Date and subject to the adjustment provided aboveClosing, Buyer will shall be responsible for real estate taxes and assessments on the Property payable following from and after the Closing DateClosing. In no event will shall Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reasonafter the Closing. With respect to the Current Tax Year and all prior periodsperiods for which Seller has paid Taxes, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer)discretion, to settle the same. Seller will shall have sole authority to control the progress of, and to make all decisions with respect to, such proceedingsproceedings but shall provide Buyer with copies of all communications with the taxing authorities. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will shall belong to and be the property of Seller, provided, however, that any such refunds and credits that are the property of Tenants under Leases shall be promptly remitted by Seller directly to such Tenants or to Buyer for the credit of such Tenants. All net tax refunds and credits attributable to any period subsequent to the Closing Date will shall belong to and be the property of Buyer. Seller and Buyer agree agrees to cooperate with one another Seller in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing DateClosing, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other partySeller, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other partySeller. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth herein.

Taxes and Assessments. All non-delinquent real estate property taxes, assessments and personal property taxes and other governmental impositions of any kind or nature, including, without limitation, any special assessments pertaining or similar charges (collectively, “Taxes”), which relate to the Property that are due and payable for any period prior to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior to the Closing. All real estate and personal property taxes and assessments on the Property for the current tax year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as of within which the Closing Date (on the basis of occurs based upon the actual number of days elapsed over in the applicable period)tax year. If Seller shall be responsible for all taxes relating to prior years. With respect to any portion of the amount of Taxes which are payable by any such taxes has not been determined as of ClosingTenant directly to the authorities, such credit will no proration or adjustment shall be made. The proration for Taxes shall be based on upon the most recent ascertainable taxesrecently issued tax xxxx for the Property, and shall be calculated based upon the maximum early payment discount available. The prorations for taxes and assessments which are made at Closing shall be final, and not subject to readjustment reproration after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then the installment for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date)Closing. Upon the Closing Date and subject to the adjustment provided aboveClosing, Buyer will shall be responsible for real estate taxes and assessments on the Property payable following from and after the Closing DateClosing. In no event will shall Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reasonafter the Closing. With respect to the Current Tax Year and all prior periodsperiods for which Seller has paid Taxes, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer)discretion, to settle the same. Seller will shall have sole authority to control the progress of, and to make all decisions with respect to, such proceedingsproceedings but shall provide Buyer with copies of all communications with the taxing authorities. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will shall belong to and be the property of Seller, provided, however, that any such refunds and credits that are the property of Tenants under Leases shall be promptly remitted by Seller directly to such Tenants or to Buyer for the credit of such Tenants. All net tax refunds and credits attributable to any period subsequent to the Closing Date will shall belong to and be the property of Buyer. Seller and Buyer agree agrees to cooperate with one another Seller in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing DateClosing, as may be necessary to carry out the intention of this subparagraphsubsection, including the delivery to the other partySeller, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other partySeller. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth herein.

Taxes and Assessments. Owner shall at all times keep insurable Collateral insured against any and all risks, including, without limitation, fire, and such other insurance, including but not limited to flood insurance, as may be required by SunTrust from time to time, and in such amounts as may be satisfactory to SunTrust. Insurance may be purchased from an insurer of Owner’s choice, except as otherwise required by law. All real estate such insurance policies are to be made payable to SunTrust, in the event of loss, under a standard non-contributory “mortgagees”, “lenders”, or “secured party” clause and personal property taxes shall contain a breach of warranty provision acceptable to SunTrust which shall establish SunTrust’s right to be paid the insurance proceeds irrespective of any action, inaction, breach of warranty or conditions, or negligence of Owner or any other person or entity with respect to such policies. All such insurance policies shall provide for a minimum of thirty days written notice to SunTrust prior to cancellation. Owner appoints SunTrust attorney-in-fact to file claims under any insurance policies, to receive, receipt and assessments pertaining to the Property that are due and payable give acquittance for any period payments that may be payable to Owner hereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments, or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies, which power of attorney shall be deemed coupled with an interest and irrevocable so long as SunTrust has a security interest in any of the Collateral. Owner shall provide proof of such insurance as requested by SunTrust. Owner shall pay and discharge all taxes, assessments and charges of every kind prior to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior to the Closing. All real estate and personal property taxes and assessments on the Property for the current year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period). If the amount of any date when such taxes has not been determined as of Closing, such credit will be based on the most recent ascertainable taxes, subject assessments or charges shall become delinquent and provide proof of such payments to readjustment after Closing SunTrust, upon receipt of actual tax billsrequest. If any assessments on the Property are payable However, nothing contained in installments, then the installment for the current period will be prorated (with Buyer assuming the obligation this Security Agreement shall require Owner to pay any installments due after such taxes, assessments and charges so long as it shall contest its validity in good faith and shall post any bond or security required by SunTrust against the Closing Date)payment. Upon the Closing Date failure of Owner to purchase required insurance or to pay such required amounts, SunTrust, at its option, and subject to the adjustment provided aboveat Owner’s expense, Buyer will be responsible for real estate taxes may obtain such insurance or pay such taxes, assessments, and assessments on the Property payable following the Closing Datecharges. In no event will Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting addition, SunTrust may from the sale of the Property or from any improvements made or leases entered into at any time or for any reason. With respect to the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, andtime, in its sole discretion (except as discretion, perform any undertakings of Owner which Owner shall fail to perform and take any other action which SunTrust deems necessary for the Current Tax Yearmaintenance or preservation of any of the Collateral. Any amounts so paid shall be included in the Obligations secured by the Collateral. At SunTrust’s request, in which event Owner agrees to promptly reimburse SunTrust on demand for all such decisions reasonable expenses incurred by SunTrust, together with interest thereon from the date paid by SunTrust at the highest rate payable on the Obligations. Any insurance obtained by SunTrust, at its option, may be single or dual interest, protecting its rights, rights of Owner or joint rights. Any insurance obtained by SunTrust may provide, at its option, that such insurance will be made in cooperation with Buyer)pay the lesser of the unpaid balance of the Obligations or the repair or replacement value of the Collateral. SunTrust may use the proceeds of any insurance obtained by Owner or by SunTrust to repair or replace the Collateral or, if SunTrust elects to do so, to settle repay part or all of the same. Seller will have sole authority to control the progress ofObligations, whether or not then due, and to make all decisions with respect to, in such proceedings. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, order as SunTrust may be necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documentsdetermine, and the undertaking Borrower will still be responsible to repay any remaining unpaid balance of the Obligations. The whole or partial loss or destruction of all or any part of the Collateral shall not affect or impair the obligation of any acts necessary for person or entity liable under the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth hereinObligations.

Taxes and Assessments. All non-delinquent real estate property taxes, assessments and personal property taxes and other governmental impositions of any kind or nature, including, without limitation, any special assessments pertaining or similar charges, unless the same do not constitute Permitted Exceptions hereunder (collectively, "TAXES"), which relate to the Property that are due and payable for any period prior to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior to the Closing. All real estate and personal property taxes and assessments on the Property for the current tax year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as of within which the Closing Date (on the basis of occurs based upon the actual number of days elapsed over in the applicable period)tax year. With respect to any portion of the Taxes which are payable by any Tenant directly to the authorities, no proration or adjustment shall be made. The proration for Taxes shall be based upon the most recently issued tax xxxx for the Property. If the amount of any such taxes has not been determined as of Closing, such credit will be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on xxxx is not for the Property are payable in installmentscurrent tax year, then the installment parties shall reprorate within thirty (30) days of the receipt of the tax xxxx for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date)tax year. Upon the Closing Date Close of Escrow and subject to the adjustment provided above, Buyer will shall be responsible for real estate taxes and assessments on the Property payable following from and after the Closing DateClose of Escrow. In no event will shall Seller be charged with or be responsible for any increase in the taxes or assessments Taxes on the Property resulting from the sale of the Property to Buyer or from any improvements made or leases entered into at after the Close of Escrow. Notwithstanding the foregoing, Seller will be responsible for and will indemnify and hold Buyer harmless from and against any reassessed or supplemental tax bills to the extent they relate to the period of time or for any reasonprior to the Close of Escrow (e.g., related to Seller's purchase of the Property in the year 2004). With respect to the Current Tax Year and all prior periodsperiods for which Seller has paid Taxes, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer)discretion, to settle the same. Seller will shall have sole authority to control the progress of, and to make all decisions with respect to, such proceedingsproceedings but shall provide Buyer with copies of all communications with the taxing authorities. All net tax refunds and credits attributable to any period prior to the Closing Date Close of Escrow which Seller has paid or for which Seller has given a credit to Buyer will shall belong to and be the property of Seller, provided, however, that any such refunds and credits that are the property of Tenants under Leases shall be promptly remitted by Seller directly to such Tenants or to Buyer for the credit of such Tenants. All net tax refunds and credits attributable to any period subsequent to the Closing Date will Close of Escrow shall belong to and be the property of Buyer. Seller and Buyer agree agrees to cooperate with one another Seller as may be reasonably necessary in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing DateClose of Escrow, as may be reasonably necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demandSeller promptly following receipt of Seller's request therefor, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxesTaxes, the execution of any and all consent or other documents, and the undertaking of any acts reasonably necessary for the collection of such refund by the other party. Seller; provided, however, Buyer agrees thatshall not be obligated to incur any liability, cost or expense as a condition to the transfer result of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth hereinsuch cooperation.

Taxes and Assessments. All non-delinquent real estate property taxes, assessments and personal property taxes and other governmental impositions of any kind or nature, including, without limitation, any special assessments pertaining or similar charges (collectively, “Taxes”), which relate to the Property that are due and payable for any period prior to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior to the Closing. All real estate and personal property taxes and assessments on the Property for the current tax year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as of within which the Closing Date (on the basis of occurs based upon the actual number of days elapsed over in the applicable period)tax year. If the amount of any such taxes has not been determined as of Seller shall be responsible for all Taxes assessed with respect to periods prior to Closing, such credit will and Buyer shall be responsible for all Taxes assessed with respect to periods from and after Closing. With respect to any portion of the Taxes which are payable by any Tenant directly to the authorities, no proration or adjustment shall be made. The proration for Taxes shall be based on upon the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual recently issued tax bills. If any assessments on the Property are payable in installments, then the installment xxxx for the current period will Property, and shall be prorated (with Buyer assuming calculated based upon the obligation to pay any installments due after the Closing Date)maximum early payment discount available. Upon the Closing Date and subject to the adjustment provided aboveClosing, Buyer will shall be responsible for real estate taxes and assessments on the Property payable following from and after the Closing DateClosing. In no event will shall Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reasonafter the Closing. With respect to the Current Tax Year and all prior periodsperiods for which Seller has paid Taxes, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer)discretion, to settle the same. Seller will shall have sole authority to control the progress of, and to make all decisions with respect to, such proceedingsproceedings but shall provide Buyer with copies of all communications with the taxing authorities. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will shall belong to and be the property of Seller, provided, however, that any such refunds and credits that are the property of Tenants under Leases shall be promptly remitted by Seller directly to such Tenants or to Buyer for the credit of such Tenants. All net tax refunds and credits attributable to any period subsequent to the Closing Date will shall belong to and be the property of Buyer. Seller and Buyer agree agrees to reasonably cooperate with one another Seller in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing DateClosing, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other partySeller, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other partySeller. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth herein. Tax records need not be kept longer than seven years.

Taxes and Assessments. All real estate non-delinquent taxes, assessments and personal property taxes and other governmental impositions of any kind or nature affecting the Property, including, without limitation, any supplemental tax bills, special assessments pertaining or similar charges (collectively, “Taxes”), which relate to the Property that are due and payable for any period prior to tax year within which the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior to the Closing. All real estate and personal property taxes and assessments on the Property for the current year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as Close of the Closing Date (on the basis of Escrow occurs based upon the actual number of days elapsed over in the applicable period)tax year. With respect to any portion of the Taxes which are payable by any tenant directly to the authorities, no proration or adjustment shall be made. The proration for Taxes shall be based upon the most recently issued tax bxxx for the Property. If the amount of any such taxes has not been determined as of Closing, such credit will be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on bxxx is not for the Property are payable in installmentscurrent tax year, then the installment parties shall reprorate within thirty (30) days of the receipt of the tax bxxx for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date)tax year. Upon the Closing Date and subject to the adjustment provided above, Buyer will shall be responsible for real estate taxes and assessments on the Property payable following from and after the Closing Date. In no event will shall Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reasonafter the Closing Date. With respect to the Current Tax Year and all prior periodsperiods for which Seller has paid Taxes, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in and its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer)discretion, to settle the same. Seller will shall have sole authority to control the progress of, and to make all decisions with respect to, such proceedingsproceedings but shall provide Buyer with copies of all communications with the taxing authorities. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will shall belong to and be the property of Seller, provided, however, that any such refunds and credits that are the property of tenants under Leases shall be promptly remitted by Seller directly to such tenants or to Buyer for the credit of such tenants. All net tax refunds and credits attributable to any period subsequent to the Closing Date will shall belong to and be the property of Buyer. Seller and Buyer agree agrees to cooperate with one another Seller in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other partySeller, upon demand, of any relevant books and records, including receipted tax bills and cancelled canceled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other partySeller. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth herein.

Taxes and Assessments. All real estate and personal property (a) Except as set forth herein, Tenant shall pay prior to delinquency all taxes and assessments pertaining which may be levied upon or assessed against the Land and all the improvements located thereon (and the Appurtenant Interests to the Property that are due extent levied upon or assessed against Tenant as the direct or indirect beneficiary of such Appurtenant Interests) with respect to any Lease Year and payable for any period prior to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior to the Closing. All real estate and personal property all taxes and assessments on of every kind and nature whatsoever arising in any way from the use, occupancy or possession of the Land and all the improvements located thereon (and the Appurtenant Interests to the extent levied upon or assessed against Tenant as the direct or indirect beneficiary of such Appurtenant Interests) with respect to any Lease Year, together with all taxes levied upon or assessed against Tenant's Property with respect to any Lease Year. To that end, except as otherwise expressly provided below, Landlord shall not be required to pay any taxes or assessments whatsoever which relate to or may be assessed with respect to any Lease Year against this Lease, the Rent and other amounts due hereunder, the Premises or Tenant's Property; provided, however, that any taxes or assessments which may be levied or assessed against the Land and all the improvements located thereon (and the Appurtenant Interests to the extent levied upon or assessed against Tenant as the direct or indirect beneficiary of such Appurtenant Interests) for a period ending after the current year (the "CURRENT TAX YEAR") will termination hereof shall be prorated between Seller Landlord and Buyer Tenant as of such date. Landlord agrees to provide to Tenant, within ten (10) business days after its receipt thereof, any tax bills and other legal or governmental notices relating to the Closing Date Premises that Landlord receives. Notwithstanding any terms of this Lease to the contrary, nothing contained in this Paragraph 7 or elsewhere in this Lease shall obligate Tenant to pay (on i) any income, profit, franchise or similar tax that may be imposed upon or assessed against Landlord with respect to the basis of the actual number of days elapsed over the applicable period). If the amount of Rent and income derived from this Lease under any such taxes has not been determined as of Closinglaw now in force or hereafter enacted, such credit will be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then the installment for the current period will be prorated or (with Buyer assuming the obligation ii) to pay any installments due after the Closing Date). Upon the Closing Date and subject to the adjustment provided aboveinheritance, Buyer will estate, succession, gift or any form of property transfer tax which may be responsible for assessed or levied against Landlord (excluding any real estate taxes and assessments based on the Property payable following the Closing Date. In no event will Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reason. With respect value after a transfer to the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyera third party), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth herein.

Taxes and Assessments. All non-delinquent real estate property taxes, assessments and personal property taxes and other governmental impositions of any kind or nature, including, without limitation, any special assessments pertaining to or similar charges (collectively, “Taxes”), which are payable during the Property that are due and payable for any period prior to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior to the Closing. All real estate and personal property taxes and assessments on the Property for the current calendar year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as of within which the Closing Date (on regardless of when such taxes are levied or assessed or the basis of calendar year, tax year or other period to which such taxes may be attributable) occurs based upon the actual number of days elapsed over in the applicable period)calendar year. If With respect to any portion of the amount of Taxes which are payable by any such taxes has not been determined as of ClosingTenant directly to the authorities, such credit will no proration or adjustment shall be made. The proration for Taxes shall be based on upon the most recent ascertainable taxesrecently issued tax xxxx for the Property, and shall be calculated based upon the maximum early payment discount available, if applicable. The prorations for taxes and assessments which are made at Closing shall be final, and not subject to readjustment reproration after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then the installment for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date)Closing. Upon the Closing Date and subject to the adjustment provided aboveClosing, Buyer will shall be responsible for real estate taxes and assessments on the Property payable following from and after the Closing DateClosing. In no event will shall Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reasonafter the Closing. With respect to the Current Tax Year and all prior periodsperiods for which Seller has paid Taxes, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer)discretion, to settle the same. Seller will shall have sole authority to control the progress of, and to make all decisions with respect to, such proceedingsproceedings but shall provide Buyer with copies of all communications with the taxing authorities. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will shall belong to and be the property of Seller, provided, however, that any such refunds and credits that are the property of Tenants under Leases shall be promptly remitted by Seller directly to such Tenants or to Buyer for the credit of such Tenants. All net tax refunds and credits attributable to any period subsequent to the Closing Date will shall belong to and be the property of Buyer. Seller and Buyer agree agrees to cooperate with one another Seller in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing DateClosing, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other partySeller, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other partySeller. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth herein.

Taxes and Assessments. All real Subject to timely receipt by Tenant of all tax bills, Tenant covenants and agrees to discharge and pay before the same become delinquent and before any fine, penalty, or interest may be added for nonpayment, any and all taxes, assessments, license or permit fees, excises, imposts and charges of every nature and classification (all or anyone of which are hereinafter referred to as "Taxes") that at any time during the Term are levied, assessed, charged or imposed upon the Property, this Sublease, the leasehold estate of Tenant created hereby, and personal property taxes any improvements now or hereafter located upon the Property. Tenant shall promptly forward to Landlord copies of any xxxx or assessment respecting any Taxes upon Tenant's receipt thereof from the taxing authority. Likewise, Landlord shall promptly furnish to Tenant copies of any xxxx or assessment respecting any Taxes upon Landlord's receipt thereof from the 1:a,xing authority. Upon request of Landlord, Tenant agrees to furnish and assessments pertaining deliver to Landlord receipts evidencing the payment of any Taxes. Any Taxes for the year in which the Term of this Sublease commences and the year in which it terminates or expires shall be prorated .3- 2044792 vOS on a daily basis between Landlord and Tenant. Tenant shall be responsible for insuring that the Property that and any Improvement thereto are due separately assessed by the appropriate taxing authorities. In the event, during the Term hereof, the Property is not separately assessed, Tenant shall pay its proportionate share of any taxes or other charges, based on a fair and payable for equitable division of such taxes based on relative market valuation of the taxed properties. If Tenant fails to pay any period prior Taxes when due, Landlord, without declaring a default hereunder and without relieving Tenant of any liability hereunder, may, but shall not be obligated to, pay any such Taxes and any amount so paid by Landlord, together with all costs and expenses incurred by Landlord in connection therewith, shall constitute Rent hereunder and shall be paid immediately by Tenant to Landlord on demand with interest thereon at the Current Tax Year Default Rate (as hereinafter defined) will be paid by Seller at or prior to the Closing. All real estate and personal property taxes and assessments on the Property for the current year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable perioddefined in Section 10.3 below). If the amount of any such taxes has not been determined as of Closing, such credit will be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then the installment for the current period will be prorated (with Buyer assuming the Tenant's obligation to pay Taxes which accrue during the Term shall survive any installments due after termination of this Sublease. 4.2 Impact Fee~. Tenant shall be solely responsible for and shall pay any charges in the Closing Date). Upon the Closing Date and subject nature of impact fees attributable to the adjustment provided above, Buyer will be responsible for real estate taxes and assessments construction of improvements on the Property payable following the Closing DateProperty. In no event will Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reason. With respect to the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth herein.4.3

Taxes and Assessments. All Real property Taxes shall be apportioned on the Closing Date: (A) Seller shall be allocated and bear all liability for real estate and personal property taxes and assessments pertaining Taxes relating to the Property that are due and payable for any period prior up to the Current Tax Year Closing Date and (as hereinafter definedB) will Buyer shall be paid by Seller at or prior allocated and bear all liability for real property Taxes relating to the Closingperiods from and after the Closing Date. All real estate and personal For purposes of the foregoing, any Real property taxes and assessments Taxes for a Straddle Period shall be allocated based on the principles in Section 29(a)(ii). If the real property Tax xxxx for the Tax year in which the Closing occurs has not been issued on or before the Closing Date, the apportionment of real property Taxes shall be computed based upon the most recent Tax xxxx available. If, on the Closing Date, bills for the real property Taxes imposed upon the Real Property for the current Tax year in which Closing occurs have been issued and are due but shall not have been paid, such real property Taxes shall be paid at the time of Closing pursuant to the apportionment provided by this Section 7(f). For the avoidance of doubt, any refunds of real property Taxes (including in the "CURRENT TAX YEAR"form of a direct credit or estimated Tax payments) will be prorated between Seller and Buyer as of with respect to the period up to the Closing Date (on the basis of the actual number of days elapsed over the applicable period). If the amount of any such taxes has not been determined as of Closingrefund, such credit will a “ Pre-Closing Tax Refund”), shall be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then the installment for the current period will be prorated account of Seller, and Buyer shall pay over to Seller any such Pre-Closing Tax Refund (including any interest received with Buyer assuming respect thereto) within ten (10) Business Days after receipt, or if the obligation to pay any installments due refund is in the form of a direct credit, within ten (10) Business Days after the Closing Date)date on which the Tax Return claiming such refund is filed. Upon the Closing Date and subject to the adjustment provided above, Buyer will be responsible for real estate taxes and assessments on the Property payable following the Closing Date. In no event will Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reason. With respect to the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer agree to shall cooperate with one another Seller in obtaining such refunds, including through the filing of amended Tax Returns or refund claims, provided Seller shall reimburse Buyer for all reasonable and actual third party associated costs and expenses incurred in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth hereintherewith.

Taxes and Assessments. All real estate and personal property taxes and assessments pertaining In the event Taxes are paid directly by Tenants to the Property that are due and payable for any period prior taxing authority pursuant to the Current Tax Year Leases, Taxes shall not be prorated between Buyer and Seller. Otherwise Taxes shall be prorated as follows: All non-delinquent real property taxes, assessments and other governmental impositions of any kind or nature, including, without limitation, any special assessments or similar charges (as hereinafter defined) will collectively, "Taxes"), which relate to the tax year within which the Closing occurs based upon the actual number of days in the tax year. The proration for Taxes shall be paid by based upon the most recently issued tax xxxx for the Property, and shall be calculated based upon the maximum early payment discount available provided this is consistent with how Tenants reimburse Landlord for Taxes under the Leases. Upon the Closing, Buyer shall be responsible for Taxes payable from and after the Closing. Upon the Closing, Seller at or shall be responsible for Taxes payable with respect to the period prior to the Closing. All real estate and personal property taxes and assessments on the Property for the current year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period). If the amount of any such taxes has not been determined as of Closing, such credit will be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then the installment for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). Upon the Closing Date and subject to the adjustment provided above, Buyer will be responsible for real estate taxes and assessments on the Property payable following the Closing Date. In no event will shall Seller be charged with or be responsible for any increase in the taxes or assessments on the Property Taxes resulting from the sale of the Property to Buyer in this transaction or from any improvements made or leases entered into at any time or for any reasonafter the Closing . With respect to all periods for which Seller has paid Taxes, and subject to the Current Tax Year terms and all prior periodsconditions of the Leases, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as discretion, subject to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer)terms and conditions of the Leases, to settle the same. Subject to the terms and provisions of the Leases, Seller will shall have sole thesole authority to control the progress of, and to make all decisions with respect to, ,such proceedingsproceedings but shall provide Buyer with copies of all communications with the taxing authorities. All net tax refunds and credits which are attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will shall belong to and be the property of Seller. All net tax refunds and credits attributable to any period on the date of and subsequent to the Closing Date will shall belong to and be the property of Buyer. Seller and Buyer agree agrees to cooperate with one another Seller in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing DateClosing, as may be necessary to carry out the intention of this subparagraphSubsection 7.7.1.1, including the delivery to the other partySeller, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxesTaxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth hereinSeller.

Taxes and Assessments. All real estate and personal property Lessee shall pay, prior to the earlier of delinquency or the accrual of interest on the unpaid balance, all taxes and assessments pertaining of every type or nature assessed against or imposed upon the Property or upon Lessee and specifically relating to the Property that are due and payable for any period prior to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior to the Closing. All real estate and personal property taxes and assessments on the Property for the current year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period). If the amount of any such taxes has not been determined as of ClosingProperty, such credit will be based on the most recent ascertainable taxesincluding without limitation, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then the installment for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). Upon the Closing Date and subject to the adjustment provided above, Buyer will be responsible for real estate taxes and assessments on the Property payable following the Closing Date. In no event will Seller be charged with or be responsible for any increase in the all taxes or assessments on the Property resulting from the sale of upon the Property or from any part thereof and upon any personal property, trade fixtures and improvements made or leases entered into at any time or for any reason. With respect to the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of located on the Property, andwhether belonging to Lessor or Lessee, or any tax or charge levied in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment lieu of such taxes and assessments; all taxes, charges, license fees and or similar fees imposed by reason of the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer use of the Property by BuyerLessee; and all excise, Buyer will transaction, privilege, license, sales, use and other taxes upon the Rental or other Monetary Obligations hereunder, the leasehold estate of either party or the activities of either party pursuant to this Lease. Notwithstanding anything contained herein to the contrary, Lessee shall not be responsible for Lessor’s income taxes, mortgage taxes and filing expenses, franchise taxes, value added taxes (unless in substitution of the current method of taxing the Property) or transfer taxes. Within thirty (30) days after each tax and assessment payment is required by this Section to be paid, Lessee shall, upon prior written request of Lessor, provide Lessor with evidence reasonably satisfactory to Lessor that such payment was made in a timely fashion (or if not paid timely setting forth the reason therefor). Lessee may, at its own expense, contest or cause to be contested, by appropriate legal proceedings conducted in good faith and with due diligence, any transferee above-described item or lien with respect thereto, including, without limitation, the amount or validity or application, in whole or in part, of any such item, provided that (A) neither the Property nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings, (B) no Event of Default has occurred, and (C) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding. Any abatements or credits issued related to assume the obligations set forth hereinpayments made or required to be made by the Lessee (and not paid by Lessor on behalf of Lessee) during the Lease Term shall be paid to the Lessee, which obligation shall survive the termination of this Lease.

Taxes and Assessments. All Lessee shall pay, prior to delinquency, all real estate and personal property taxes and assessments pertaining levied on or assessed against the Premises and against improvements now or hereafter located on the Premises, prorated for the term of this lease. Lessee's obligation to pay such taxes and assessments shall not include the following, whatever they may be called: business, income, or profits taxes levied or assessed against Lessors by federal, state, or other governmental agency; estate, succession, inheritance, or transfer taxes of Lessors; or corporation, franchise or profits taxes imposed on any corporate owner of the fee title to the Property that Premises. If, however, during the term of this lease any taxes are due and payable for imposed, assessed, or levied on the rents derived from the Premises in lieu of all or any period prior to the Current Tax Year (as hereinafter defined) will be paid by Seller at part of real property taxes, personal property taxes, or prior to the Closing. All real estate and personal property taxes that Lessee would have been obligated to pay under the foregoing provisions of this paragraph, and assessments on if the Property for the current year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as purpose of the Closing Date (new taxes is more closely akin to that of an ad valorem or use tax than to an income or franchise tax on Lessors' income, Lessee shall pay the basis taxes as provided above for property taxes and assessments; provided, however, if the amount or rate of such substitute tax payable by Lessee is increased because of rents or income received by Lessors from property other than the actual number Premises, then Lessee shall be obligated to pay only that portion of days elapsed over such substitute tax as shall be applicable to the applicable period)Premises as if the Premises were the only property owned by Lessors. If Lessee may contest the legal validity or amount of any taxes or assessment for which Lessee is responsible under this lease, and may institute such taxes has not been determined proceedings as of Closing, such credit will be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax billsLessee considers necessary. If Lessee contests any assessments on such tax or assessment, Lessee may withhold or defer payment or pay under protest but shall protect Lessors and the Property are payable in installments, then the installment Premises from any lien by adequate surety bond or other appropriate security acceptable to Lessors. Lessors hereby appoint Lessee as Lessors attorney-in-fact for the current period will be prorated purpose of making all payments to taxing authorities and for the purpose of contesting any tax, assessment or charge payable by Lessee. Lessors shall, at Lessee's expense, cooperate with Lessee in the contest or adjustment of taxes payable by Lessee. Without Lessee's prior written consent, Lessors shall neither give any notice of non-renewal of any land conservation agreement (with Buyer assuming executed under the obligation to pay any installments due after the Closing DateCalifornia Land Conservation Act of 1965). Upon the Closing Date and subject , relating to the adjustment provided abovePremises, Buyer will be responsible for real estate taxes and assessments on the Property payable following the Closing Date. In no event will Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reason. With respect to the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer nor agree to cooperate with one another in connection with the prosecution County of any such proceedings and Monterey to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth hereinmutual cancellation thereof.

Taxes and Assessments. All real estate and Lessee agrees to pay any taxes, documentary stamps or assessments of any nature imposed or assessed upon the Demised Premises or Lessee’s occupancy of the Demised Premises or upon Lessee’s furniture, furnishings, trade fixtures, equipment, machinery, inventory, merchandise or other personal property located on the Demised Premises and owned by or in the custody of Lessee promptly as all such taxes and or assessments pertaining to the Property that are may become due and payable without any delinquency. If applicable in the jurisdiction where the Demised Premises are located, Lessee shall pay and be liable for any period prior all rental tax (only to the Current Tax Year (as hereinafter defined) will extent such rental tax is levied in lieu of ad valorem property taxes against the Demised Premises), sales, use and inventory taxes, fees in lieu of taxes, or other similar taxes, if any, levied or imposed by any city, state, county or other governmental body having authority, such payments to be in addition to all other payments required to be paid by Seller Lessor by Lessee under the terms of this Lease. Such payment shall be made by Lessee directly to such governmental body if billed to Lessee, or if billed to Lessor, such payment shall be paid concurrently with the payment of monthly rent, Additional Rent, or such other charge upon which the tax is based, all as set forth herein. Notwithstanding the foregoing, Lessee shall have the right, at or prior its sole cost and expense, to the Closing. All real estate contest such taxes, and personal property taxes and assessments on the Property for the current year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period). If upon contesting the amount of any such taxes. Lessee shall deposit the amount of such taxes has not been determined as of Closing, such credit will be based on the most recent ascertainable taxes, subject into an escrow account reasonably acceptable to readjustment after Closing upon receipt of actual tax billsLessor. If any assessments on the Property are payable in installments, then the installment for the current period will be prorated (with Buyer assuming the obligation to Lessee shall timely pay any installments due after the Closing Date). Upon the Closing Date and subject directly to the adjustment provided aboveapplicable governmental taxing authorities any and all taxes with respect to any and all of Lessee’s personal property, Buyer will be responsible for real estate taxes and assessments on the Property payable following the Closing Date. In no event will Seller be charged with leasehold improvements, trade fixtures, inventory or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into other personal property which shall at any time be situated at the Demised Premises or for any reason. With respect to on the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth herein.Common Improvements..

Taxes and Assessments. All real estate and personal Ad valorem property taxes that are or will be assessed against and assessments pertaining attributable to the existing tax parcel(s) that include any part of the Property (“Taxes”) and special assessments, including drainage assessments, if any, that are due or will be assessed against and payable for any period prior attributable to the Current Tax Year (as hereinafter definedexisting tax parcel(s) will be paid by Seller at or prior to the Closing. All real estate and personal property taxes and assessments on that include any part of the Property for (“Assessments”) shall be allocated and paid in accordance with this Section unless otherwise mutually agreed by the current year (parties in writing. At the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period). If the amount of any such taxes has not been determined as time of Closing, such Seller shall pay (i) any unpaid balance of the 2020 Taxes due in 2021, (ii) any unpaid Taxes for any earlier period, and (iii) any unpaid Assessments last payable without a penalty on or before the day of Closing, all of which shall be paid directly to the appropriate tax collection office out of Seller’s proceeds at Closing. Seller shall further pay at Closing, via credit will against the sums due from Buyer at Closing, 2021 Taxes due in 2022 (“2021 Taxes”), which 2021 Taxes shall be estimated by Seller based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then the installment for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). Upon the Closing Date and subject to the adjustment provided above, Buyer will be responsible for real estate taxes and assessments on the Property payable following the Closing Date. In no event will Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale 100% of the Property or from any improvements made or leases entered into at any time or for any reason. With respect to the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and2020 Taxes due in 2021 (as may be adjusted by Seller, in its sole discretion (except as discretion, for any tax parcel split which may be applicable to the Current Tax YearPurchased Tract(s) following Closing), and Buyer shall then pay (and indemnify Seller for) all Taxes and Assessments due after Closing to the extent attributable to the Property. If the conveyance of the Property involves a tax parcel split and any Taxes and/or Assessments are billed after Closing in a manner which does not reflect the split, Buyer shall cooperate with the other owner(s) of land from the same parent parcel to facilitate the timely payment of such Taxes and/or Assessments, and Buyer shall pay (and indemnify Seller for) the portion attributable to the Property. SELLER’S ESTIMATE OF THE 2021 TAXES AND ANY ADJUSTMENT MADE BY SELLER FOR ANY APPLICABLE TAX PARCEL SPLIT SHALL BE CONCLUSIVE. AS BETWEEN BUYER AND SELLER, THE ESTIMATED CREDIT FOR 2021 TAXES AT CLOSING SHALL NOT BE SUBJECT TO ANY FURTHER SETTLEMENT OR ADJUSTMENT AFTER CLOSING EVEN THOUGH THE AMOUNT ESTIMATED AT CLOSING MAY VARY FROM THE ACTUAL AMOUNT DUE ONCE THE TAX RATES, ASSESSMENTS AND/OR PARCEL SPLITS ARE FINALIZED. AFTER CLOSING, NEITHER SELLER, AUCTION COMPANY NOR CLOSING AGENT SHALL HAVE ANY LIABILITY, RESPONSIBILITY OR OBLIGATION WHATSOEVER FOR ANY TAXES OR ASSESSMENTS THAT ARE OR WILL BE ASSESSED AGAINST AND ATTRIBUTABLE TO THE PROPERTY. Notwithstanding the foregoing provisions, in which event such decisions will be made in cooperation with lieu of a credit to Buyer), Seller may elect to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior deliver to the Closing Date Agent, at the time of or prior to Closing, the entire amount of the 2021 Taxes to be: (a) held in escrow and applied towards the payment of the 2021 Taxes when billed after Closing; or (b) paid directly to the county as an estimated prepayment of the 2021 Taxes. In any event, having received the benefit of Seller’s estimated payment via credit, escrow or direct prepayment as provided above, Xxxxx shall then pay all Taxes and Assessments which Seller has become due after Closing to the extent attributed to the Property (and to the extent not paid via escrow or direct prepayment as provided above). When the 2021 Taxes are billed after Closing, any shortage or surplus with respect to the estimated amount paid by Xxxxxx (whether via credit, escrow or direct prepayment) shall be paid or for which Seller has given a credit retained by or refunded to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent (to the extent attributed to the Property). Further notwithstanding the foregoing provisions, if and to the extent that Closing Date will belong to and does not occur until after January 1, 2022, there shall be the property no proration of Buyer. Seller Taxes and Buyer agree to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may shall be necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in entirely responsible for payment of such taxes, the execution of any (and shall indemnify Seller for) all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth herein2022 Taxes due in 2023.

Taxes and Assessments. All real Real estate and personal property taxes and assessments pertaining payable in the year in which each Closing occurs shall be, with respect to the Property that are due is the subject of said Closing, based on (a) the periods of ownership of the Asset by the Sellers and Buyer during such year and (b) the amount of real property tax actually payable during that year (i.e., on a cash basis rather than an accrual or lien year basis). In the event that the Property or any part thereof shall be or shall have been affected by an assessment or assessments, whether or not the same become payable in annual installments, the Sellers shall be responsible at the Closing for any period installments due prior to the Current Tax Year (as hereinafter defined) will Closing and the Buyer shall be responsible for any installments due on or after the Closing subject to the foregoing proration. In the event that there is a refund of any real estate taxes and/or assessments paid by Seller at Sellers or City Center hereunder prior to the Closing. All real estate date hereof, such refund shall be deemed to be the property of Sellers and personal property taxes if Buyer receives any such refund, Buyer shall promptly notify Sellers and assessments on the Property for the current year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period). If deliver to Sellers the amount of any such taxes has not been determined as refund less (x) amounts that Buyer is required, pursuant to Space Leases, to return to tenants of Closing, such credit will be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installmentsand (y) Buyer's reasonable costs of collection. Notwithstanding anything to the contrary contained herein, then the installment Buyer shall be responsible for the current period will be prorated payment of all real estate taxes which become payable (in accordance with Buyer assuming the obligation to pay determination set forth in this Section 11.4) any installments due time from or after the Closing Date). Upon the Closing Date and subject to the adjustment provided above, Buyer will be responsible for real estate taxes hereby indemnifies and assessments on the Property payable following the Closing Date. In no event will Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting holds Sellers harmless from the sale of the Property or from any improvements made or leases entered into at any time or for any reason. With respect to the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of against any and all consent loss, damage, charge, liability or other documents, expense (including court costs and reasonable attorneys' fees) which the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, Sellers may sustain or incur as a condition to the transfer result of the Property by failure of Buyer to timely pay the aforementioned taxes and assessments. Buyer, Buyer will cause any transferee to assume 's obligation under the obligations set forth hereinprevious sentence shall survive the applicable Closing Date.

Taxes and Assessments. All For purposes hereof, “Taxes” shall mean all real estate and/or property taxes, rates, levies, charges and personal property taxes assessments, general and assessments pertaining special, ordinary and extraordinary, of every kind and nature whatsoever, whether now known to the Property that law or hereafter created, which are levied, assessed, imposed or become due and payable for any during the Term (and, if attributable to a period prior of time, to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior extent attributed to the ClosingTerm) upon: (a) the Land; (b) the Buildings and the other improvements located on the Land; (c) the Property; (d) the leasehold estate hereby created; and/or (e) or arising with respect to the occupancy, use, or possession of the Premises, and/or the use and possession of the Personal Property, by Tenant. All Landlord shall use commercially reasonable efforts to minimize, reduce, protest, negotiate or otherwise adjust Taxes. Any cost incurred by Landlord in an effort to minimize, reduce, protest, negotiate or otherwise adjust any real estate tax bxxx, tax assessment or assessed valuation, including the cost of appraisals, witness fees and personal property taxes and assessments on attorneys’ fees related thereto, shall be included in the Property for definition of Taxes (provided, however, that such costs shall not result in a net overall increase to the current year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as amount of the Closing Date (on the basis of the actual number of days elapsed over the applicable periodTaxes). If the amount of any such taxes has not been determined as of Closing, such credit will be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on the Property are a special assessment is payable in installments, Taxes for any year shall include the installment of such assessment for that year to the extent of the length of the Term that occurs during such year. If at any time during the Term, the methods of taxation prevailing at the commencement of the Term shall be changed or altered so that in lieu of, in addition to, or as a substitute for the whole or any part of the taxes now levied, assessed or imposed on real estate, there shall be levied, assessed or imposed a different method of taxation, then the installment for same shall be included in the current period will definition and computation of Taxes hereunder. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not be prorated (with Buyer assuming obligated to pay, and Operating Expenses shall not include, any succession, transfer, gift, franchise, income, estate, or inheritance taxes or impositions which may be levied upon, required to be collected by, or assessed against Landlord. Expiration of the Term shall not affect Tenant’s obligation to pay any installments due after the Closing Date). Upon the Closing Date and subject to the adjustment provided above, Buyer will be responsible for real estate taxes and assessments on the Property payable following the Closing Date. In no event will Seller be charged Taxes with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reason. With respect to the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings deficiency in Tenant’s payment thereof for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax final Lease Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth herein.

Taxes and Assessments. All real estate Lessee covenants to pay and personal property taxes discharge punctually as and assessments pertaining to when the Property that are same shall become due and payable without penalty, all real estate taxes, water charges and governmental impositions and charges in the nature of real estate taxes of every kind and description, and each and every installment thereof, which, during the Lease Term, are charged, levied, etc. for or upon, or become due and payable with respect to or become liens upon, the Premises and each and every part thereof, or any period prior tax levied, assessed or imposed instead of and in lieu of the foregoing, together with interest and penalties thereon, pursuant to present or future law, rules, regulation, etc. of all governmental authorities. Lessee shall make payment of such real estate taxes to Lessor within thirty (30) days after the presentation by the Lessor to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior Lessee of a copy of the relevant bill xxxdered to the ClosingLessor. All Lessee shall have the right, at its own cost and expense after giving prior written notice of its intention so to do to Lessor and after depositing with Lessor security which is adequate in Lessor's judgment to pay amounts which may finally be adjudged to be due from Lessor on account of real estate tax relief proceedings, to initiate and personal property taxes and assessments on the Property prosecute any proceedings permitted by law for the current year (purpose of obtaining abatement or reduction of any real estate taxes assessed against the "CURRENT TAX YEAR") Premises so long as Lessee's occupancy or Lessor's title to the Premises will not be prorated between Seller and Buyer as disturbed or threatened thereby. With respect to any fiscal period of the Closing Date (on taxing authority entirely or partially included in the basis term of this Lease, if required by law, Lessee may take such action in the name of the actual number Lessor, who shall cooperate with Lessee to such extent Lessee may reasonably require, to the end that such proceedings may be brought to a successful conclusion; provided, however, that Lessee, upon making any request for assistance or cooperation by Lessor, shall indemnify and save Lessor harmless from all loss, costs, expenses or charges with respect to such proceedings. Any reduction or abatement effected by such proceedings shall accrue to the benefit of days elapsed over Lessee and Lessor as their respective interests may appear according to their respective contributions to the applicable period). If taxes involved in any such proceedings and in the event any such taxes are abated or reduced, the expenses incurred in connection therewith (but not the amount of any costs, interest charges or penalties relating to untimely payment of any real estate taxes which shall, notwithstanding such taxes has not been determined as respective contributions be borne entirely by Lessee) shall be borne between Lessor and Lessee in proportion to the benefit obtained respectively by reason of Closingsuch reduction or abatement. In any event, such credit will be based on Lessee expressly agrees that it will, forthwith after a final determination of any proceedings initiated for the most recent ascertainable purpose of securing an abatement or reduction of real estate taxes, as aforesaid, pay the amount of any charges which may have been the subject to readjustment after Closing upon receipt of actual tax bills. If such proceedings, together with any assessments on the Property are interest and penalties, and costs and charges which may be payable in installmentsconnection therewith. Lessee shall pay all taxes which may be lawfully charged, then assessed or imposed upon the installment for personal property (fixtures and equipment) located upon the current period will Premises, and Lessee shall pay all license fees which may be prorated (with Buyer assuming lawfully imposed upon the obligation business of Lessee conducted upon the Premises. Except as aforesaid, if Lessee fails to pay any installments due after taxes, assessments or other governmental charges levied against the Closing Date). Upon Premises as the Closing Date and subject to become due, Lessor shall have the adjustment provided above, Buyer will be responsible for real estate taxes and assessments on the Property payable following the Closing Date. In no event will Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reason. With respect to the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, andright, in its sole discretion (except as addition to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer)any other remedies available to Lessor, to settle pay such taxes, assessments or other governmental charges levied against the same. Seller will have sole authority to control the progress ofPremises as they become due, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has amount so paid or for which Seller has given a credit expended shall be immediately due from Lessee to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other party, Lessor upon demand, as additional rent. Lessee shall provide Lawrxxxx Xxxings Bank with copies of any relevant books and records, including receipted all paid tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, written evidence of payment as and the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition when payments are made to the transfer City of the Property Lawrxxxx xx reasonably requested by Buyer, Buyer will cause any transferee to assume the obligations set forth hereinLawrxxxx Xxxings Bank.

Taxes and Assessments. All real estate and personal “Taxes” refers to general property taxes and any special assessments pertaining that are or will be assessed against any tax parcel that includes any part of the Property for the calendar year in which the closing occurs and any prior year to the extent unpaid as of the time of closing. Taxes shall be prorated on a calendar year basis to the date of closing with Buyer assuming the Taxes attributed to the period after closing to the extent attributed to the Property. To the extent ascertainable and payable at the time of closing, Seller’s share of the Taxes shall be withheld from Seller’s proceeds at closing and paid by the closing agent directly to the county treasurer. For purposes of this Section, the amount of any Taxes that are not ascertainable and payable at the time of closing shall be estimated based on the amount last billed for a calendar year (“Estimated Taxes”). Seller’s share of the Estimated Taxes, to the extent attributed to the Property, shall be paid via credit against the sums due from Buyer at closing; provided, however, if this sale involves a tax parcel split, Seller may elect to have the Estimated Taxes paid pursuant to an escrow arrangement approved by Seller. If Seller so elects then, in lieu of a credit to Buyer at closing, the closing agent shall collect from Seller and Buyer at closing their respective shares of the Estimated Taxes, to be held in escrow and applied towards payment of the Taxes when billed after closing. In any event, Buyer shall then pay all Taxes when billed after closing (to the extent attributed to the Property that are due and payable for any period prior to the Current Tax Year (as hereinafter definedextent not paid via escrow) will be and any shortage or surplus with respect to the estimated amount credited or paid by Seller at closing shall be paid or prior retained by or refunded to Buyer (to the Closing. All real estate and personal property taxes and assessments on extent attributed to the Property for the current year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable periodProperty). If this sale involves a tax parcel split, the amount of extent to which any such taxes has not been determined as of Closing, such credit will Taxes are attributed to the Property shall be based on a split calculation provided by the most recent ascertainable taxesappropriate property tax official or, subject to readjustment after Closing upon receipt of actual tax billsif an official split calculation is not available, based on an estimated split calculation using available assessment data. If the billing of any assessments on Taxes after closing includes portions attributed to the Property are payable in installmentsand other real estate, then Buyer shall cooperate with the installment for owner(s) of such other real estate to facilitate timely payment of the current period will be prorated (with balance due and Buyer assuming shall pay the obligation to pay any installments due after the Closing Date). Upon the Closing Date and subject portion attributed to the adjustment provided above, Buyer will be responsible for real estate taxes and assessments on the Property payable following the Closing Date. In no event will Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reason. With respect to the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth herein.

Taxes and Assessments. All Real estate taxes shall be apportioned on the Closing Date. If the tax bxxx for the real estate tax year in which the Closing occurs has not been issued on or before the date of the Closing, the apportionment of taxes shall be computed based upon the most recent tax bxxx available and personal property shall assume payment at the maximum discounted tax amount. If, on the date of Closing, bills for the real estate taxes imposed upon the Premises for the real estate tax year in which Closing occurs have been issued and assessments pertaining are due but shall not have been paid, such taxes shall be paid at the time of Closing. Seller expressly reserves the right to continue and conduct, at its sole cost and expense, any tax certiorari or reduction proceedings currently in effect and relating to the Property that are due Premises in respect of the real estate tax year in which the Closing occurs and payable for all prior real estate tax years. Buyer shall have the right to continue, settle or prosecute any period prior tax certiorari or reduction proceedings relating to the Current Tax Year (as hereinafter defined) will Premises in respect of the real estate tax years after the year in which the Closing occurs. Seller shall have the sole right and discretion to compromise or settle any tax certiorari or reduction proceedings relating to the Premises in respect of the real estate tax year in which the Closing occurs, provided Seller obtains Buyer’s prior consent thereto, which consent shall not be paid by unreasonably withheld, and all prior real estate tax years without Buyer’s consent. Buyer agrees to reasonably cooperate with Seller at or in all such proceedings. Real estate tax refunds for periods prior to the Closing. All real estate and personal property taxes and assessments on the Property for the current year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period). If the amount of any such taxes has not been determined as of Closing, such credit will be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then the installment for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). Upon the Closing Date and subject except to the adjustment provided aboveextent any refund from such appeal must be credited to tenants under the Existing Leases, Buyer will shall be responsible for real the sole property of Seller. Real estate taxes and assessments on the Property payable following the Closing Date. In no event will Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reason. With respect to the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to received after the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will belong to and be the property of Seller. All net tax refunds and credits are attributable to any period subsequent to the fiscal tax year during which the Closing Date will belong to and occurs shall be the property of Buyer. apportioned between Seller and Buyer agree Buyer, after deducting the reasonable expenses of collection thereof, subject to cooperate the rights of tenants with one another in connection with respect to such refunds. To the prosecution of any such proceedings and to take all stepsextent received by either Seller or Buyer, whether before or after the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery sums payable to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of hereunder shall be held by the party receiving such taxes, the execution of any and all consent or other documentsfunds as a trust fund, and the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition remitted to the transfer party entitled thereto within five (5) business days of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth hereinreceipt.

Taxes and Assessments. All The Mortgagor shall pay or cause to be paid, not later than the last day upon which payment may be made without penalty or interest, all taxes, charges for water, sewer and other municipal services and assessments and any other charges or assessments that might become a lien prior to the lien of this Mortgage, whether or not assessed against the Mortgagor or the Mortgagee, and whether or not assessed pursuant to authority adopted before or after the date of this Mortgage if applicable or related in any way to the Mortgaged Property, any interest in the Mortgaged Property of the Mortgagor or the Mortgagee or the debt, obligations or performance secured hereby, or the disbursement or application of the proceeds therefrom (collectively, the “Impositions”), excluding, however, any income or corporation excise tax of the Mortgagee. If at any time the Mortgagee does not require the escrow of payments for Impositions, the Mortgagor shall furnish to the Mortgagee receipted real estate and personal property taxes and assessments pertaining tax bills for the Mortgaged Property not later than ten (10) days after the date from which any interest or penalty would accrue for nonpayment thereof. The Mortgagor shall also furnish to the Property that are Mortgagee evidence of payment of all other Impositions within fifteen (15) days after written request therefor by the Mortgagee. If the Mortgagor is not permitted by applicable law to pay any Imposition or the payment of such Imposition would violate any usury law applicable to the transaction contemplated by this Mortgage, at the option of the Mortgagee, the principal sum secured by this Mortgage shall become due and payable upon the date specified by written notice given by the Mortgagee to the Mortgagor, which date shall be at least thirty days after the date of such notice. If requested by the Mortgagee, the Mortgagor shall pay to the Mortgagee monthly, on the first day of each month, a sum reasonably determined by the Mortgagee to be sufficient to provide in the aggregate a fund adequate to pay each Imposition at least thirty (30) days before it becomes delinquent, and, in addition, shall pay to the Mortgagee on demand any balance necessary to pay in full each Imposition at least thirty (30) days before the date on which it becomes due and payable. Such sums shall not bear interest and may be commingled with the general assets of the Mortgagee. The Mortgagee shall not be required to account for any period prior profits resulting from its use thereof. Such sums may be applied by the Mortgagee to the Current Tax Year (as hereinafter defined) will be paid by Seller at payment of the Impositions or prior any other obligation of the Mortgagor hereunder. The Mortgagor shall furnish to the ClosingMortgagee all original bills relating to any Imposition promptly upon issuance. All real estate and personal property taxes and assessments on The Mortgagor shall have the Property for right, after giving written notice to the current year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period). If the amount of any such taxes has not been determined as of Closing, such credit will be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then the installment for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). Upon the Closing Date Mortgagee and subject to the adjustment provided aboveconditions stated below, Buyer will be responsible for real estate taxes and assessments on to contest by appropriate legal proceedings the Property payable following the Closing Dateamount or validity of any Imposition. In no event will Seller shall the Mortgagor be charged with or be responsible for entitled to delay payment of any increase Imposition if the delay in the taxes or assessments on the Property resulting from the sale payment could subject any portion of the Mortgaged Property to possible foreclosure or from in any improvements made event unless the Mortgagor deposits with Mortgagee a sum of money or leases entered into at any time or for any reason. With respect such other security as the Mortgagee deems reasonable to cover the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment amount of such taxes, the execution of Imposition plus any and all consent interest or other documents, and the undertaking of any acts necessary for the collection penalty that may become due as a result of such refund by the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth hereincontest.

Taxes and Assessments. All Tenant shall pay throughout the Term, beginning as of the Commencement Date, directly to the appropriate taxing or other applicable authority at least ten (10) days before the same become delinquent, all real estate and personal property taxes and assessments pertaining of every description attributable to the Property Premises or any part thereof or improvement thereon, or for which Landlord or Tenant in respect thereof, are now or may during the Term be assessed or become liable, whether assessed to or payable by Landlord or Tenant; provided, however, that are due and payable for with respect to any period prior to the Current Tax Year (as hereinafter defined) will assessment made under any betterment or improvement law which may be paid by Seller at or prior to the Closing. All real estate and personal property taxes and assessments on the Property for the current year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period). If the amount of any such taxes has not been determined as of Closing, such credit will be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then Tenant shall be required to pay only such installments of principal and interest as shall become due and payable during the installment Term. Tenant’s covenant for the current period will payment of the taxes set forth in the preceding sentence shall include the payment of any new tax (except federal or state net income taxes) which supplements or replaces either the real property tax or increases the real property taxes and is assessed upon the Premises or any part thereof or upon the rents received under this Lease by Landlord or upon Landlord in respect of any of the preceding items. Notwithstanding the foregoing, Tenant shall pay all such taxes directly to Landlord or such other party designated by Landlord at least ten (10) days before the same become due until such time as Tenant receives written notice from Landlord that such taxes shall be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). Upon the Closing Date and subject paid directly to the adjustment provided aboveappropriate taxing or other applicable authority. Subject to all of the conditions set forth in this sentence, Buyer will Tenant may contest in good faith at Tenant’s sole expense by appropriate proceedings, as may be responsible for real estate taxes and assessments on allowed by law, the Property payable following validity or amount of any tax or assessment required in this paragraph to be paid by Tenant, which conditions are as follows: (a) such actions must be commenced before any such tax or assessment becomes delinquent, (b) the Closing Date. In no event will Seller action commenced by Tenant must be charged with an action which either stays the collectibility of such tax or be responsible for any increase in the taxes or assessments on the Property resulting from prevents the sale of the Property Premises in satisfaction of such tax or from any improvements made assessment or leases entered into at any time lien securing such tax or for any reason. With respect assessment, or in the alternative to the Current Tax Year and previous two types of actions, an action in which Tenant pays such tax or assessment while such action ensues, (c) Tenant complies with all prior periodsrequirements of such action, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as including but not limited to the Current Tax Yearposting of bond or payment of such tax or assessment while such action ensues, in which event (d) Tenant gives notice; to Landlord of Tenant’s intention to context such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress oftax or assessment not less than ten (10) days before such taxes or assessments become delinquent, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period (e) prior to the Closing Date which Seller has paid or undertaking such action, Tenant gives security to Landlord, satisfactory to Landlord in both quality and quantity, for which Seller has given a credit to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes; provided, however, that notwithstanding the execution foregoing, Tenant shall pay all such taxes, rates, assessments or charges, together with all interest, penalties or fines accrued thereon or imposed in connection therewith, immediately upon the commencement of proceedings to foreclose any lien which attached to the Premises or any part thereof as security for such taxes, rates, assessments or charges. If Tenant shall fail to pay any taxes or assessments as provided in this paragraph, Landlord may at any time thereafter pay the same, together with any interest, penalties, fines and all consent costs accrued thereon or other documentsimposed in connection therewith, and Tenant shall repay to Landlord upon demand therefor the undertaking full amount so paid by Landlord, together with interest at landlord’s Cost of any acts necessary Money accruing from the date such payment here due until Landlord is reimbursed for the collection of such refund payments by the other party. Buyer agrees that, as a condition Tenant shall pay all conveyance taxes imposed with respect to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth hereinthis Lease.

Taxes and Assessments. All real estate non–delinquent property taxes, assessments and personal property taxes and other governmental impositions of any kind or nature, including, without limitation, any special assessments pertaining or similar charges (collectively, "Taxes"), which relate to the Property that are due and payable for any period prior to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior to the Closing. All real estate and personal property taxes and assessments on the Property for the current tax year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as of within which the Closing Date (on the basis of occurs based upon the actual number of days elapsed over in the applicable period)tax year. With respect to any portion of the Taxes which are payable by any tenant directly to the taxing authorities, no proration or adjustment shall be made. The proration for Taxes shall be based upon the most recently issued tax bxxx for the Property. If the amount of any such taxes has not been determined as of Closing, such credit will be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on bxxx is not for the Property are payable in installmentscurrent tax year, then the installment parties shall reprorate within thirty (30) days of the receipt of the tax bxxx for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date)tax year. Upon the Closing Date and subject to the adjustment provided above, Buyer will shall be responsible for real estate taxes and assessments Taxes on the Property payable following from and after the Closing Date. In no event will shall Seller be charged with or be responsible for any increase in the taxes or assessments Taxes on the Property resulting from the this sale of the Property or from any improvements made or leases entered into at any time or for any reason. With respect to after the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedingsClosing Date. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will shall belong to and be the property of Seller, provided, however, that any such refunds and credits received by Seller that are the property of tenants under Leases shall be promptly remitted by Seller directly to such tenants or to Buyer for the credit of such tenants. All net tax refunds and credits attributable to any period subsequent to the Closing Date will shall belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth herein.

Taxes and Assessments. All real estate and personal property taxes and assessments pertaining In addition to the Property that are due and payable rents provided for any period prior to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior to the Closing. All real estate and personal property taxes and assessments on the Property herein, Lessee, for the current year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as term of the Closing Date (on the basis of the actual number of days elapsed over the applicable period). If the amount of any such taxes has not been determined as of Closingthis Lease, such credit will be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then the installment shall reimburse Lessor for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). Upon the Closing Date and subject to the adjustment provided above, Buyer will be responsible for all real estate taxes and assessments Lessee's percentage share of the cost of any special assessment or similar charge levied against the Demised Premises by any taxing authority (an "Imposition"). Any such costs shall be amortized over their useful lives, as determined by Lessor in accordance with generally accepted accounting principles and only the annual amortization amount shall be payable by Lessee in any calendar year. If, by law, any Imposition is payable, or may at the option of the taxpayer be paid in installments, Lessee may pay the same, together with any accrued interest on the Property payable following unpaid balance of the Closing DateImposition, in installments, as the same respectively become due and payable, before a fine, penalty, interest or cost may be added thereto for nonpayment thereof. In no event will Seller be charged with or be responsible Lessee shall reimburse Lessor for such payments subject to amortization provisions herein. Further, if any increase Imposition relating to a fiscal period of a taxing authority, a part of which period is included within the term hereof, any part of which is included in the taxes period of time either prior to the Commencement Date or assessments on the Property resulting from the sale end of the Property term hereof, then such Imposition shall be adjusted between Lessor and Lessee as of the Commencement Date or from the end of the term hereof, as the case may be. Lessee shall not be required to pay any improvements made taxes imposed upon the income, receipts or leases entered into at any time or for any reasonprofits of Lessor. With respect to the Current Tax Year and all prior periods, Seller hereby reserves Lessee shall have the right to institute contest the amount or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection with the prosecution validity of any Imposition by appropriate legal proceedings; provided, however, that this right shall not relieve, modify or extend the THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Lessee's obligation to pay such proceedings Imposition at the time and to take all steps, whether before or after in the Closing Date, as may be necessary to carry out manner provided in the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth hereinpreceding paragraph.

Taxes and Assessments. All real estate and personal property Any taxes and assessments pertaining to the Property that are due and payable for any period prior to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior to Closing shall be prorated based upon the Closingamounts actually paid. All real estate and personal property If taxes and assessments on due and payable during the Property tax year of Closing have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing, and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current tax year of Closing differ from the amounts apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves within thirty (30) days after such amounts are determined following Closing. In the "CURRENT TAX YEAR"event of any reduction in the assessed valuation of the Premises for any tax year, the net amount of any tax savings, after deduction of reasonable expenses and tax service fees shall (a) will with respect to tax years ending prior to the tax year in which the Closing Date shall occur, be prorated payable to Seller, (b) with respect to the tax year in which the Closing Date occurs, be adjusted between Seller and Buyer Purchaser as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period). If so that the amount of any such taxes has not been determined as of Closing, such credit will be based on savings with respect to the most recent ascertainable taxes, subject period up to readjustment after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then the installment for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). Upon the Closing Date shall be payable to Seller and subject the remaining amount shall be payable to Purchaser, and (c) with respect to all tax years after the tax year in which the Closing Date occurs, be payable to Purchaser. Notwithstanding the foregoing, Purchaser shall not adjust or settle any such protest or proceeding with respect to any tax year ending prior to the adjustment provided above, Buyer will be responsible for real estate taxes and assessments on the Property payable following tax year in which the Closing DateDate shall occur without Seller’s prior written consent, which consent shall not be unreasonably withheld or delayed. In no event will Seller be charged with Any such protest or be responsible for any increase proceeding which relates in the taxes whole or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reason. With respect to the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable party to any period after (and including) the Closing shall be prosecuted by Purchaser. Any such protest or proceeding which relates in whole or in party to periods prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will belong to and may be prosecuted by Seller, provided any settlement of the property of Seller. All net tax refunds and credits attributable to any period subsequent same shall be subject to the Closing Date will belong to and consent of Purchaser, which consent shall not be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth hereinunreasonably withheld.

Taxes and Assessments. All real estate and personal property taxes and assessments pertaining Subject to the Property provisions of Section 14.01 hereof (concerning "Permitted Contests"), Tenant covenants and agrees to discharge and pay before the same become delinquent and before any fine, penalty, or interest may be added for nonpayment, any and all taxes, assessments, license or permit fees, special district or community improvement district assessments, excises, imposts and charges of every nature and classification (all or any one of which are hereinafter referred to as "Taxes") that are due at any time during the Term (and payable for during any period prior to the Current Tax Year commencement of the Term after possession of the Premises has been tendered by Landlord to Tenant) are levied, assessed, charged or imposed upon Landlord's fee simple and/or reversionary interest in the Premises, the Premises themselves, the Improvements, this Lease, the leasehold estate of Tenant created hereby or any Rent or Additional Rent reserved or payable hereunder (including any gross receipts or other taxes levied upon, assessed against or measured by the Rent or Additional Rent); provided, however, Tenant shall not be obligated to pay any municipal, state or federal income tax imposed on Landlord, and Tenant shall not be obligated to pay any amounts levied upon Landlord as hereinafter defined) will a franchise, estate, gift, inheritance, succession or capital levy tax. In addition to any other amounts to be paid by Seller at or prior Tenant pursuant to the Closingterms of the Lease, Tenant acknowledges that Tenant shall be required to pay the State of Florida sales and use tax which is measured by the Rent payable by Tenant under this Lease on a monthly basis, which amount shall be reimbursed by Tenant to Landlord on a monthly basis with payments of Rent and Landlord shall thereupon remit the same to the State of Florida. All Landlord will determine the amount of such tax which is payable by Xxxxxx and will advise Tenant in writing of the same during the Lease Term, as the same may be adjusted from time to time as such tax is imposed by the State of Florida. Notwithstanding the foregoing to the contrary, if at any time after the execution of this Lease the methods of taxation prevailing at the execution of this Lease shall be altered so that any imposition, which at the date hereof or during the Term is or shall be levied, assessed or imposed on real estate and personal property taxes the improvements thereon, is thereafter levied, assessed or imposed wholly or partially on the rents received from real estate or the improvements thereon, or as a tax assessment, levy or license fee (regardless of the form and regardless of the taxing authority) upon Landlord measured by Rent payable under this Lease, then all such substitute or additional taxes, assessments, levies or license fees shall be deemed to be included within the meaning of the term "Taxes" for purposes hereof. Tenant's obligations to discharge and pay such Taxes shall commence on the date Landlord tenders possession of the Premises for construction of Improvements. Landlord shall use reasonable efforts to obtain from the taxing authorities a separate tax parcel assessment for the Premises (and Improvements located thereon) and to cause Tenant to be named as the party to whom all such bills and assessments should be sent. If such separate assessment shall be obtained, Tenant shall pay the Taxes directly to the taxing authority. If such separate assessment shall not be obtained, the valuation placed on the Property Premises and the Improvements by the applicable taxing authority shall be used as the appropriate standard for determining the current year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as Taxes payable by Tenant. If this valuation is not available, Tenant shall pay a share of the Closing Date (Taxes included in Landlord's tax bill, which share shall be determined in a fair and equitable manner, giving consideration to the value of the various improvements on the basis of the actual number of days elapsed over the applicable period)real property covered by such tax bill. If the amount Premises are not separately assessed, Landlord shall notify Tenant of any such taxes has Tenant's proportionate share of the Taxes and will furnish Tenant with a copy of the tax bill within fifteen (15) days after receipt by Landlord thereof. Tenant shall pay its share of the Taxes as set forth above to Landlord not been determined as of Closing, such credit will be based on later than ten (10) days before the most recent ascertainable taxes, subject to readjustment taxing authority's delinquency date or ten (10) days after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installmentsa bill from Landlord, then the installment for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). Upon the Closing Date and subject to the adjustment provided above, Buyer will be responsible for real estate taxes and assessments on the Property payable following the Closing Datewhichever is later. In no event will Seller shall Tenant be charged with liable for interest or be responsible penalties for any increase in Landlord's failure to pay the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reason. With respect to the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period Taxes prior to the Closing Date which Seller has paid or for which Seller has given a credit delinquency, unless Tenant fails to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment timely pay its share of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, Taxes as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth hereinprovided above.

Taxes and Assessments. All 6.01. Applicable Taxes shall include: (a) ad valorem real estate property taxes; and personal (b) charges made for specific benefits and which are spread against all real property taxes and in a legally constituted taxing unit in the proportion that the assessed value of each parcel of property subject to such charges or assessments pertaining bears to the Property that are due total assessed value of real (or real and payable for any period prior to the Current Tax Year (as hereinafter definedpersonal) will be paid by Seller at or prior to the Closingproperty within such taxing unit. All real estate and personal property taxes and assessments on the Property for the current year (the "CURRENT TAX YEAR") will Applicable Taxes shall be prorated between Seller and Buyer as of the Closing Date (based on the ad valorem tax bills for the Property, if then available, or if not, then on the basis of the actual number latest available tax figures and information. Should such proration be based on such latest available tax figures and information and prove to be inaccurate on receipt of days elapsed over the applicable period). If ad valorem tax bills for the amount of any such taxes has not been determined as Property for the year of Closing, such credit will be based on either Seller or Purchaser, as the most recent ascertainable taxescase may be, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then the installment for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). Upon the Closing Date and subject to the adjustment provided above, Buyer will be responsible for real estate taxes and assessments on the Property payable following the Closing Date. In no event will Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into may demand at any time after Closing a payment from the other correcting such malapportionment. In addition, if after Closing there is an adjustment or for reassessment by any reason. With respect to the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole governmental authority to control the progress of, and to make all decisions with respect to, or affecting, any ad valorem taxes for the Property for the year of Closing or any prior year, any additional tax payment for the Property required to be paid with respect the year of Closing shall be prorated between Purchaser and Seller and any such proceedings. All net additional tax refunds and credits attributable to payment for the Property for any period year prior to the year of Closing Date which Seller has shall be paid or for which Seller has given a credit to Buyer will belong to and be the property of by Seller. All net tax refunds and credits attributable to Also in addition, if any period subsequent to Tenant pays, or reimburses Seller or Purchaser for, any portion of the Closing Date will belong to and Applicable Taxes, appropriate payment shall be the property of Buyer. made by Seller and Buyer agree to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing DatePurchaser, as may be necessary to carry out the intention of this subparagraphappropriate, including the delivery to the other party, upon demand, to ensure that each of any relevant books Seller and records, including receipted tax bills and cancelled checks used in payment Purchaser receives reimbursement for that portion of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary Applicable Taxes for the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth hereinwhich it is entitled.

Taxes and Assessments. All real Real estate and personal property taxes taxes, water and sewer charges (if any), vault charges (if any), and any and all other municipal or governmental assessments pertaining of any and every nature levied or imposed by any governmental authority (“Taxes”) with respect to such Property for the relevant tax year in which such Property is being sold and that are not yet due and payable for any period prior to the Current Tax Year (as hereinafter defined) will be or that have not yet been paid by Seller at or prior to the Closing. All real estate and personal property taxes and assessments on the Property for the current year (the "CURRENT TAX YEAR") will shall be prorated between Seller and Buyer as of the such Closing Date (on the basis of the actual number of days elapsed over the applicable period). If the amount of any such taxes has not been determined as of Closing, such credit will be based on upon the most recent ascertainable taxesassessed values and tax rates and based upon the number of days Purchaser and the applicable Seller will have owned such Property during such relevant tax year. Sellers shall receive a credit for any Taxes paid by Sellers and applicable to any period after such Closing. If, subject as of such Closing Date any Seller is protesting or has notified Purchaser, in writing, that it has elected to readjustment after Closing upon receipt of actual tax bills. If protest any assessments on the Property are payable in installmentsTaxes (a “Tax Appeal”), then Purchaser agrees that such Seller shall have the installment right (but not the obligation), after such Closing Date to continue such Tax Appeal. Purchaser further agrees to reasonably cooperate with Sellers and execute any documents reasonably requested by Sellers to the extent reasonably satisfactory to Purchaser in connection with such Tax Appeals. Any tax savings received (“Tax Refunds”) for the current period will relevant tax year under any Tax Appeal, whether filed by any Seller or Purchaser, shall be prorated (with Buyer assuming between the parties based upon the number of days, if any, such Seller and Purchaser respectively owned the applicable Property during such relevant tax year; any payment of Tax Refunds to Purchaser or such Seller shall be net of any fees and expenses payable to any third party for processing such Tax Appeal, including attorneys’ fees. Sellers shall have the obligation to pay refund to any installments due after the Closing Date). Upon the Closing Date and subject tenants any portion of such Tax Refund paid to Sellers which may be owing to such tenants, which payment shall be paid to the adjustment provided above, Buyer will be responsible for real estate taxes and assessments on tenants or to Purchaser within fifteen (15) business days of delivery to Sellers by Purchaser of written confirmation of such tenants’ entitlement to such Tax Refunds. Purchaser shall have the Property payable following the Closing Date. In no event will Seller be charged with or be responsible for any increase obligation to refund to tenants in the taxes or assessments on the Property resulting from the sale good standing as of the Property or from date of such Tax Refund, any improvements made or leases entered into at any time or for any reasonportion of such Tax Refund paid to it which may be owing to such tenants. With respect to the Current Tax Year Sellers and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer Purchaser agree to cooperate with one another notify the other in connection with the prosecution writing of any receipt of a Tax Refund within fifteen (15) business days of receipt of such proceedings and to take all stepsTax Refund. To the extent either party obtains a Tax Refund, whether before or after the Closing Date, as may be necessary to carry out the intention a portion of this subparagraph, including the delivery which is owed to the other party, upon demand, the receiving party shall deliver such portion of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by Tax Refund to the other partyparty within fifteen (15) business days of its receipt. Buyer agrees thatIf Purchaser or Sellers fail to pay such amount(s) to the other as and when due, such amount(s) shall bear interest from the date any such amount is due to Sellers or Purchaser, as a condition to applicable, until paid at the transfer lesser of (a) ten percent (10%) per annum and (b) the Property maximum amount permitted by Buyer, Buyer will cause any transferee to assume the law. The obligations set forth hereinherein shall survive the applicable Closing.

Taxes and Assessments. All real estate and personal property Borrower shall pay all taxes and assessments pertaining relating to the Property that are due and payable for any period Collateral prior to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior delinquency thereof, and shall deliver to the Closing. All real estate and personal property Lender receipted bills for taxes and assessments on promptly upon Borrower's receipt thereof. Notwithstanding the Property for foregoing, Borrower shall not be required to pay any taxes or assessments as long as Borrower shall contest, in good faith and at its expense, the current year existence, the amount or the validity thereof by appropriate proceedings; provided that such proceedings shall operate during the pendency thereof to prevent (A) the "CURRENT TAX YEAR"collection of, or other realization upon, such taxes or assessments so contested, (B) will be prorated between Seller and Buyer as the sale, forfeiture or loss of the Closing Date Collateral to satisfy the same, (on C) any interference with the basis use or occupancy of the actual number Collateral, and (D) any interference with the payment of days elapsed over Borrower's obligations under the applicable period)Loan. Borrower agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Borrower shall, as long as the conditions of the first sentence of this paragraph are at all times complied with, have the right to attempt to settle or compromise such contest through negotiations. Borrower shall pay and save Lender harmless against any and all losses, judgments, decrees and costs (including all reasonable attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject Lender to the risk of any material civil liability or any criminal liability. If Lender reasonably believes that such contest is not in compliance with the requirements of this paragraph, then, upon written demand by Lender, Borrower promptly shall pay the amount of any such taxes has not been determined as of Closing, such credit will be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then the installment for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). Upon the Closing Date and subject to the adjustment provided above, Buyer will be responsible for real estate taxes and assessments on the Property payable following the Closing Date. In no event will Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reason. With respect to the Current Tax Year and all prior periodsso contested, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will payment may be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth hereinunder protest.

Taxes and Assessments. All non-delinquent real estate and personal property taxes, assessments certified to taxes and other governmental impositions of any kind or nature, including, without limitation, any special assessments pertaining or similar charges (collectively, “Taxes”), which relate to the Property that are due and payable for any period prior to tax year within which the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior to the Closing. All real estate and personal property taxes and assessments on the Property for the current year (the "CURRENT TAX YEAR") will Closing Date occurs shall be prorated between Seller and Buyer as of the Closing Date (on the basis of based upon the actual number of days elapsed over in the applicable period)tax year. Seller shall pay all taxes due and payable in the years prior to Closing, and subject to the above proration, Buyer shall pay all taxes due in the year of closing and thereafter. Buyer shall assume all special assessments levied or pending against the Property. With respect to any portion of the Taxes which are payable by any Tenant directly to the authorities, no proration or adjustment shall be made. The proration for Taxes shall be based upon the most recently issued tax xxxx or estimate for the Property. If the amount of any such taxes has not been determined as of Closing, such credit will be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on xxxx or estimate is not for the Property are payable in installmentscurrent tax year, then the installment parties shall reprorate within thirty (30) days of the receipt of the tax xxxx for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date)tax year. Upon the Closing Date and subject to the adjustment provided above, Buyer will shall be responsible for real estate taxes and assessments (subject to Section 3.1 above) on the Property payable following from and after the Closing Date. In no event will shall Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reasonafter the Closing Date. With respect to the Current Tax Year and all prior periodsperiods for which Seller has paid Taxes, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer)discretion, to settle the same. Seller will shall have sole authority to control the progress of, and to make all decisions with respect to, such proceedingsproceedings but shall provide Buyer with copies of all communications with the taxing authorities. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will shall belong to and be the property of Seller, provided, however, that any such refunds and credits that are the property of Tenants under Leases shall be promptly remitted by Seller directly to such Tenants or to Buyer for the credit of such Tenants. All net tax refunds and credits attributable to any period subsequent to the Closing Date will shall belong to and be the property of Buyer. Seller and Buyer agree agrees to cooperate with one another Seller in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of this subparagraphsubsection, including the delivery to the other partySeller, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other partySeller. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth herein.

Taxes and Assessments. All non-delinquent real estate property taxes, assessments and personal property taxes and other governmental impositions of any kind or nature, including, without limitation, any special assessments pertaining or similar charges (collectively, “Taxes”), which relate to the Property that are due and payable for any period prior to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior to the Closing. All real estate and personal property taxes and assessments on the Property for the current tax year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as of within which the Closing Date (on the basis of occurs based upon the actual number of days elapsed over in the applicable period)tax year. With respect to any portion of the Taxes which are payable by any Tenant directly to the authorities, no proration or adjustment shall be made. The proration for Taxes shall be based upon the most recently issued tax xxxx for the Property. If the amount of any such taxes has not been determined as of Closing, such credit will be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on xxxx is not for the Property are payable in installmentscurrent tax year, then the installment parties shall reprorate within thirty (30) days of the receipt of the tax xxxx for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date)tax year. Upon the Closing Date Close of Escrow and subject to the adjustment provided above, Buyer will shall be responsible for real estate taxes and assessments on the Property payable following from and after the Closing DateClose of Escrow. In no event will shall Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reasonafter the Close of Escrow. With respect to the Current Tax Year and all prior periodsperiods for which Seller has paid Taxes, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer)discretion, to settle the same. Seller will shall have sole authority to control the progress of, and to make all decisions with respect to, such proceedingsproceedings but shall provide Buyer with copies of all communications with the taxing authorities. All net tax refunds and credits attributable to any period prior to the Closing Date Close of Escrow which Seller has paid or for which Seller has given a credit to Buyer will shall belong to and be the property of Seller, provided, however, that any such refunds and credits that are the property of Tenants under Leases shall be promptly remitted by Seller directly to such Tenants or to Buyer for the credit of such Tenants. All net tax refunds and credits attributable to any period subsequent to the Closing Date will Close of Escrow shall belong to and be the property of Buyer. Seller and Buyer agree agrees to cooperate with one another Seller in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing DateClose of Escrow, as may be necessary to carry out the intention of this subparagraphsubsection, including the delivery to the other partySeller, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other partySeller. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth herein.

Taxes and Assessments. All real Real estate and personal property taxes and assessments pertaining imposed by any governmental authority (which shall be deemed to include any special assessments, which shall be calculated based on the longest permitted payment period) (collectively, the “Property Taxes”) payable during the calendar year 2021 (i.e. 2020 taxes payable in 2021) shall be prorated on a so called “cash basis.” Seller shall receive a credit from Buyer for any Property Taxes paid for Seller for the taxing period during which the Closing Date occurs from the Closing Date to the end of the applicable taxing period. There shall be no re-proration of the tax bills for 2020 taxes payable in 2021 for the Property that are or any other Property Taxes which become due and payable after the Closing Date. The parties shall reasonably cooperate with each other in any efforts to obtain a reduction in real estate taxes assessed against the Property for periods allocated to Seller’s ownership of the Property. In the event that any such appeal or petition for reduction in real estate taxes was filed before Closing, then Seller shall keep Buyer informed of all such proceedings. All refunds or tax savings relating to Property Taxes (x) shall inure to the benefit of Seller if such refunds or tax savings relate to any period prior for which Seller owned the Property and (y) shall inure to the Current Tax Year (as hereinafter defined) will benefit of Buyer if such refunds or tax savings relate to any period for which Buyer owned the Property; provided, however, each party shall pay its proportionate share of the legal and consulting fees actually incurred in connection with Seller’s application for such refunds and tax savings, which proportionate share shall be paid based on the amount of tax refunds or tax savings received by each party. Seller shall be responsible to pay at or prior to the Closing. All real estate Closing any and personal property taxes and assessments on all Property Taxes that are due or payable (including any delinquent Property Taxes) in respect of the Property for as of the current year (Closing Date. Any additional Property Taxes relating to the "CURRENT TAX YEAR"tax year(s) will in which the Closing occurs or prior years arising out of a change in the use of the Property after Closing or a change in ownership upon or after Closing shall be prorated between Seller and assumed by Buyer effective as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period). If the amount of any such taxes has not been determined as of Closing, such credit will be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then the installment for the current period will be prorated (with and paid by Buyer assuming the obligation to pay any installments when due after the Closing Date). Upon the Closing Date and subject to the adjustment provided above, Buyer will be responsible for real estate taxes and assessments on the Property payable following the Closing Date. In no event will Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reason. With respect to the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress ofpayable, and to make all decisions with respect to, such proceedings. All net tax refunds Buyer shall indemnify Seller from and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of against any and all consent or other documentssuch Property Taxes, and which indemnification obligation shall survive the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth hereinClosing.

Taxes and Assessments. All non-delinquent real estate property taxes, assessments and personal property taxes and other governmental impositions of any kind or nature, including, without limitation, any special assessments pertaining or similar charges (collectively, “Taxes”), which relate to the Property that are due and payable for any period prior to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior to the Closing. All real estate and personal property taxes and assessments on the Property for the current tax year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as of within which the Closing Date (on the basis of occurs based upon the actual number of days elapsed over in the applicable period)tax year. If the amount of any such taxes has not been determined as of Seller shall be responsible for all Taxes assessed with respect to periods prior to Closing, such credit will and Buyer shall be responsible for all Taxes assessed with respect to periods from and after Closing. With respect to any portion of the Taxes which are payable by any Tenant directly to the authorities, no proration or adjustment shall be made. The proration for Taxes shall be based on upon the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual recently issued tax bills. If any assessments on the Property are payable in installments, then the installment bxxx for the current period will Property, and shall be prorated (with Buyer assuming calculated based upon the obligation to pay any installments due after the Closing Date)maximum early payment discount available. Upon the Closing Date and subject to the adjustment provided aboveClosing, Buyer will shall be responsible for real estate taxes and assessments on the Property payable following from and after the Closing DateClosing. In no event will shall Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reasonafter the Closing. With respect to the Current Tax Year and all prior periodsperiods for which Seller has paid Taxes, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer)discretion, to settle the same. Seller will shall have sole authority to control the progress of, and to make all decisions with respect to, such proceedingsproceedings but shall provide Buyer with copies of all communications with the taxing authorities. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will shall belong to and be the [FINAL EXECUTION COPY] property of Seller, provided, however, that any such refunds and credits that are the property of Tenants under Leases shall be promptly remitted by Seller directly to such Tenants or to Buyer for the credit of such Tenants. All net tax refunds and credits attributable to any period subsequent to the Closing Date will shall belong to and be the property of Buyer. Seller and Buyer agree agrees to reasonably cooperate with one another Seller in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing DateClosing, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other partySeller, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other partySeller. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth herein. Tax records need not be kept longer than seven years.

Taxes and Assessments. All real estate and personal property Lessee agrees to pay all water, rents, taxes and assessments pertaining to general and special, sanitary and storm sewer assessments and user fees, and all other impositions ordinary and extraordinary, of every kind and nature whatsoever (“Impositions”) levied or assessed upon the Property that are due and payable for Demised Premises or any period prior to part thereof or upon any of the Current Tax Year (as hereinafter defined) will buildings or improvements at any time situated thereon or levied or assessed upon the interest of the Lessee or the Lessor in or under this Lease during the term of this Lease. The Impositions shall be paid by Seller at or the Lessee prior to delinquency. Lessee covenants and agrees to deliver to the Closing. All real estate and personal property taxes and assessments on Lessor, at the Property for place where rent is payable, documentation showing the current year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as payments of the Closing Date Impositions within thirty (on 30) days after the basis respective payments evidenced thereby. It is further agreed that the Lessor shall have the right at all times during the term of the actual number of days elapsed over the applicable period). If the amount of any such taxes has not been determined as of Closing, such credit will be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then the installment for the current period will be prorated (with Buyer assuming the obligation this Lease to pay any installments due Impositions upon the Demised Premises, the buildings at any time situated thereon or any interest therein remaining unpaid after the Closing Date). Upon same shall have become delinquent and to pay, cancel, and clear all liens, charges and claims upon or against the Closing Date Demised Premises which the Lessee is obligated by this Lease to pay and subject redeem any of them from time to time, and the amount so paid, including reasonable expenses, shall be additional rent due from the Lessee to the adjustment provided above, Buyer will be responsible for real estate taxes and assessments on Lessor the Property day rent is next payable following with interest at an annual rate equal to the Closing Date. In no event will Seller be charged with or be responsible for any increase Prime Rate as published in the taxes Wall Street Journal, plus two percent (2%) from the date of the payment thereof by the Lessor until the repayment thereof to the Lessor by the Lessee; it being expressly agreed, however (all other provisions of this Lease to the contrary notwithstanding) that the Lessee shall not be required to pay, discharge or assessments on remove any Impositions or charge upon or against the Property resulting from Demised Premises or any part thereof or the improvements at any time situated thereon so long as the Lessee shall in good faith contest the same or the validity thereof by appropriate proceedings, which shall operate to prevent the collection of the Impositions so contested or the sale of the Property Demised Premises or from any improvements made or leases entered into at any time or for any reason. With respect part thereof to satisfy the Current Tax Year same and all prior periods, Seller hereby reserves that pending the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection with the prosecution outcome of any such proceedings the Lessor shall not have the right to pay, remove, or discharge the Impositions thereby contested. The Lessee shall at all times indemnify and to take all steps, whether before or after hold the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of Lessor harmless from any and all consent legal claims arising out of Xxxxxx’s nonpayment of the Impositions, unless and except where legitimately contested or other documentsdisputed pursuant to the terms of this Lease or to the extent caused by the Lessor’s actions or omissions. Notwithstanding the exceptions to Xxxxxx’s indemnification obligation contained in this Paragraph 14, the parties do not intend, and this Paragraph 14 does not, negate or nullify any right on the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer part of the Property Pinal County to levy taxes and other assessments as provided by Buyer, Buyer will cause any transferee to assume the obligations set forth hereinand in accordance with Arizona law.

Taxes and Assessments. All non-delinquent real estate property taxes, assessments and personal property taxes and other governmental impositions of any kind or nature, including, without limitation, any special assessments pertaining or similar charges, unless the same do not constitute Permitted Exceptions hereunder (collectively, “Taxes”), which relate to the Property that are due and payable for any period prior to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior to the Closing. All real estate and personal property taxes and assessments on the Property for the current tax year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as of within which the Closing Date (on the basis of occurs based upon the actual number of days elapsed over in the applicable period)tax year. With respect to any portion of the Taxes which are payable by any Tenant directly to the authorities, no proration or adjustment shall be made. The proration for Taxes shall be based upon the most recently issued tax bxxx for the Property. If the amount of any such taxes has not been determined as of Closing, such credit will be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on bxxx is not for the Property are payable in installmentscurrent tax year, then the installment parties shall reprorate within thirty (30) days of the receipt of the tax bxxx for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date)tax year. Upon the Closing Date Close of Escrow and subject to the adjustment provided above, Buyer will shall be responsible for real estate taxes and assessments on the Property payable following from and after the Closing DateClose of Escrow. In no event will shall Seller be charged with or be responsible for any increase in the taxes or assessments Taxes on the Property resulting from the sale of the Property to Buyer or from any improvements made or leases entered into at after the Close of Escrow. Notwithstanding the foregoing, Seller will be responsible for and will indemnify and hold Buyer harmless from and against any reassessed or supplemental tax bills to the extent they relate to the period of time or for any reasonprior to the Close of Escrow (e.g., related to Seller’s purchase of the Property in the year 2004). With respect to the Current Tax Year and all prior periodsperiods for which Seller has paid Taxes, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer)discretion, to settle the same. Seller will shall have sole authority to control the progress of, and to make all decisions with respect to, such proceedingsproceedings but shall provide Buyer with copies of all communications with the taxing authorities. All net tax refunds and credits attributable to any period prior to the Closing Date Close of Escrow which Seller has paid or for which Seller has given a credit to Buyer will shall belong to and be the property of Seller, provided, however, that any such refunds and credits that are the property of Tenants under Leases shall be promptly remitted by Seller directly to such Tenants or to Buyer for the credit of such Tenants. All net tax refunds and credits attributable to any period subsequent to the Closing Date will Close of Escrow shall belong to and be the property of Buyer. Seller and Buyer agree agrees to cooperate with one another Seller as may be reasonably necessary in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing DateClose of Escrow, as may be reasonably necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demandSeller promptly following receipt of Seller’s request therefor, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxesTaxes, the execution of any and all consent or other documents, and the undertaking of any acts reasonably necessary for the collection of such refund by the other party. Seller; provided, however, Buyer agrees thatshall not be obligated to incur any liability, cost or expense as a condition to the transfer result of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth hereinsuch cooperation.

Taxes and Assessments. All real Real estate and personal property taxes and assessments pertaining to imposed by any governmental authority which are not payable by tenants either directly or reimbursable under the Property that are due and payable for any period prior to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior to the Closing. All real estate and personal property taxes and assessments on the Property for the current year (the "CURRENT TAX YEAR") will Leases shall be prorated between Seller and Buyer as of the Closing Date (on based upon the basis of tax xxxx(s) received for and applicable to the actual number of days elapsed over period(s) in which the Closing Date occurs; or, to the extent such tax xxxx(s) and applicable period). If amount(s) are not available by the amount of any such taxes has not been determined as of ClosingClosing Date, such credit will be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If Seller shall receive a credit for any taxes and assessments on the Property are payable in installments, then the installment paid by Seller for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). Upon during which the Closing Date and subject occurs from the Closing Date to the adjustment provided above, Buyer will be responsible for real estate taxes and assessments on the Property payable following the Closing Date. In no event will Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale end of the Property or from applicable taxing period, less any improvements made or leases entered into at any time or amounts that Seller has already been reimbursed by tenants for any reasonsuch period. With respect Subject to the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction rights of the assessed valuation tenants under the Leases, (i) all refunds or tax savings relating to real property taxes shall inure to the benefit of Seller if such refunds or tax savings relate to any period for which Seller owned the Property, andincluding any refunds or amounts which may be due as a result of that certain Tax Credit Agreement dated as of March 24, in its sole discretion 2011, by and among the Major Tenant, the Company, and Xxxxxx County, Maryland (except as the “Tax Credit Agreement”), and (ii) all refunds or tax savings relating to real property taxes shall inure to the Current Tax Year, in which event benefit of Buyer if such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net refunds or tax refunds and credits attributable savings relate to any period prior for which Buyer owns the Property, including any refunds or amounts which may be due as a result of the Tax Credit Agreement. Buyer shall first refund any such savings or refunds to the Closing Date which tenants, if required pursuant to the Leases or the Tax Credit Agreement, and second promptly remit the balance of such savings or refunds, to the extent applicable to Seller’s period of ownership, to Seller. Seller has paid or for which Seller has given a credit shall remit to Buyer will belong any such refund or tax savings relating to and Buyer’s period of ownership, together with any amounts required to be the property of Seller. All net tax refunds and credits attributable to any period subsequent refunded to the Closing Date will belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery tenants pursuant to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, Leases or the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition Tax Credit Agreement to the transfer extent applicable to Seller’s period of the Property by Buyerownership, Buyer will cause any transferee to assume the obligations set forth hereinpromptly upon Seller’s receipt.

Taxes and Assessments. All real estate Trustor shall pay and personal property taxes discharge or cause to be paid and assessments pertaining discharged all taxes, assessments, governmental charges of any kind whatsoever, water rates, meter charges and other utility charges that have been assessed or that may become a lien upon the Property, any part thereof or interest therein as required by Sections 2.14 and 6.02 of the Credit Agreement and Section 9.4 of the 2002 Note Purchase Agreement. Except as provided below, Trustor shall also pay, after notice and at least five (5) days prior to delinquency, all taxes, assessments, levies and charges imposed by any public authority upon Beneficiary by reason of its interest in the Property that are due and payable for any period prior to the Current Tax Year (as hereinafter defined) will be paid created hereby or by Seller at or prior to the Closing. All real estate and personal property taxes and assessments on the Property for the current year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period). If the amount reason of any such taxes has not been determined as of Closingpayment, such credit will be based on the most recent ascertainable or portion thereof, made to Beneficiary hereunder or pursuant to any obligation hereby secured; provided, however, that Trustor shall have no obligation to pay or discharge Beneficiary’s business or franchise taxes, subject to readjustment after Closing federal or state income taxes or other taxes which are measured by and imposed upon receipt Beneficiary’s net or gross income or receipts. If, by virtue of actual tax bills. If any assessments on the Property are payable in installmentsstatute, then the installment for the current period will be prorated (with Buyer assuming regulation, ordinance or non-appealable judicial decision, Trustor is prohibited from paying or is released from the obligation to pay to Beneficiary any installments of the taxes required to be paid to Beneficiary pursuant to this Paragraph A.2, or Beneficiary is prohibited or precluded from enforcing any such obligation, then, at Beneficiary’s sole option, all sums and obligations secured hereby, together with accrued interest, and without deduction or offset, shall become immediately due and payable, notwithstanding anything contained herein or in any law heretofore or hereinafter enacted. Trustor’s obligations hereunder may be discharged pursuant to Paragraph A.4. Notwithstanding the foregoing, Trustor shall have the right, in good faith, to contest any taxes, assessments, levies or charges, provided such contest shall be prosecuted diligently and in a manner not prejudicial to Beneficiary, and if a judgment adverse to Trustor is obtained, such judgment shall be fully paid or discharged within ten (10) days after the Closing Date)entry of such judgment, unless appealed. Upon demand by Beneficiary, Trustor shall defend, indemnify and hold Beneficiary harmless against any such claims so contested by Trustor, and upon demand by Beneficiary, Trustor shall make suitable provision by payment to Beneficiary or by posting a bond or other security reasonably satisfactory to Beneficiary for the Closing Date possibility that the contest will be unsuccessful. Such provision shall be made within ten (10) days after demand therefor and, if made by payment of funds to Beneficiary, the amount so deposited shall be disbursed in accordance with the resolution of the contest either to Trustor or the adverse claimant. If Trustor fails to post a suitable bond or other acceptable security as provided herein, Beneficiary may remove or pay such lien or encumbrance at Trustor’s expense, and subject any amount so advanced by Beneficiary will be secured by this Deed of Trust. Notwithstanding anything in the foregoing to the adjustment provided abovecontrary, Buyer will be responsible for real estate taxes and assessments if any such taxes, assessments, levies or charges being contested by Trustor constitute or result in a lien or encumbrance on the Property payable following the Closing Date. In no event will Seller be charged with all or be responsible for any increase in the taxes or assessments on the Property resulting from the sale portion of the Property or from any improvements made or leases entered into at any time or for any reason. With respect that is senior in priority to the Current Tax Year and all prior periodslien of this Deed of Trust, Seller hereby reserves the right to institute Trustor shall, within ten (10) days after Beneficiary’s demand, remove or continue any proceeding pay such lien or proceedings for the reduction of the assessed valuation of the Propertyencumbrance, and, in its sole discretion (except as if Trustor fails to do so, Beneficiary may do so at the Current Tax Yearexpense of Trustor, in which event such decisions and any amount so advanced by Beneficiary will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will belong to and be the property secured by this Deed of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth hereinTrust.

Taxes and Assessments. All non-delinquent real estate property taxes, assessments and personal property taxes and other governmental impositions of any kind or nature, including, without limitation, any special assessments pertaining or similar charges (collectively, “Taxes”), which relate to the Property that are due and payable for any period prior to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior to the Closing. All real estate and personal property taxes and assessments on the Property for the current tax year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as of within which the Closing Date (on the basis of occurs based upon the actual number of days elapsed over in the applicable period)tax year. With respect to any portion of the Taxes which are payable by any Tenant directly to the authorities, no proration or adjustment shall be made. The proration for Taxes shall be based upon the most recently issued tax xxxx for the Property. If the amount of any such taxes has not been determined as of Closing, such credit will be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then the installment xxxx is not for the current period will tax year then the amount of the prior year’s taxes (increased by two percent (2%)) shall be prorated used for proration purposes. The parties shall then reprorate within thirty (with Buyer assuming 30) days of the obligation to pay any installments due after receipt of the Closing Date)tax xxxx for the current tax year. Upon the Closing Date Close of Escrow and subject to the adjustment provided above, Buyer will shall be responsible for real estate taxes and assessments on the Property payable following from and after the Closing DateClose of Escrow. In no event will shall Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reasonafter the Close of Escrow. With respect to all periods prior to the Current Tax Year and all prior periodsyear of the Close of Escrow for which Seller has paid Taxes, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to shall not settle any such proceeding without Buyer’s prior written approval. Seller shall jointly with Buyer control the progress of, and to make all decisions with respect to, such proceedingsproceedings and Seller shall provide Buyer with copies of all communications with the taxing authorities. All net tax refunds and credits attributable to any period prior to the Closing Date Close of Escrow which Seller has paid or for which Seller has given a credit to Buyer will shall belong to and be the property of Seller, provided, however, that any such refunds and credits that are the property of Tenants under Leases shall be promptly remitted by Seller directly to such Tenants or to Buyer for the credit of such Tenants. All net tax refunds and credits attributable to any period subsequent to the Closing Date will Close of Escrow shall belong to and be the property of Buyer. Seller and Buyer agree agrees to cooperate with one another Seller in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing DateClose of Escrow, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other partySeller, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other partySeller. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth herein.

Taxes and Assessments. All The records of the Wyandotte County Auditor and/or Treasurer reflect that the Property currently consists of all or part of Parcel No. 134200, 134201, and 134202 (+/- 1.68 acres acres). Copies of the Wyandotte County Auditor’s and/or Treasurer’s records for the above parcel(s) have been or will be provided by Seller to Buyer upon request after the Effective Date. At the Closing, Seller will pay all real estate and personal property taxes and assessments pertaining to the Property that are due and payable for any period prior to the Current Tax Year (as hereinafter defined) will be paid by Seller at or prior to the Closingpayable. All such real estate and personal property taxes and assessments on the Property for the current year (of the "CURRENT TAX YEAR") will Closing shall be prorated between Seller and Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period). If the amount of any such taxes has not been determined as of Closinga calendar year per diem basis, such credit will be based on using the most recent ascertainable taxestax and assessment records available, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then the installment for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). Upon the Closing Date and subject to the adjustment provided above, Buyer will be Seller being responsible for any and all such real estate taxes and assessments on that accrued for or with respect to the Property payable following period of time up to the Closing Date, and Xxxxx being responsible for all such real estate taxes and assessments that accrue for or with respect to the period of time from and after the Closing Date. In no event At the Closing, Buyer shall receive a credit on the Settlement Statement (as defined below) for those real estate taxes and assessments allocated to Seller for the period from January 1 of the year in which the Closing occurs up to (but not including) the Closing Date and Seller shall not be further liable for such real estate taxes and assessments. Seller will retain sole responsibility for and with respect to all personal property taxes, if any, due and payable with respect to any personal property owned by Xxxxxx and/or used in connection with the Property except such personal property that is to be transferred and conveyed hereunder to Buyer, if any, in which case the personal property taxes attributable to such personal property being transferred and conveyed hereunder to Buyer shall be prorated in the same manner as real estate taxes and any assessments are to be prorated, as provided above. Notwithstanding any other provision of this Agreement to the contrary, Seller be charged with or shall be responsible for the amount of any increase in agricultural rollback taxes, or similar taxes imposed as the taxes or assessments on the Property resulting result of any change from the sale of the Property or from any improvements made or leases entered into at any time or for any reason. With respect to the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation existing use of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or shall indemnify Buyer against liability for which Seller has given a credit to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention taxes. The provisions of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth hereinSection 8 shall survive Closing.

Taxes and Assessments. All real Real estate and personal property taxes and assessments pertaining to the Property that are due imposed by governmental authority (and payable for any period prior to the Current Tax Year (as hereinafter definedassessments imposed by private covenant) will be paid by Seller at or prior to the Closing. All real estate and personal property taxes and assessments on the Property for the current year (the "CURRENT TAX YEAR") will shall be prorated between Seller and Buyer as of the Closing Date (on based upon the basis of most recent tax bills; provided, however, that if the actual number of days elapsed over the applicable period). If the amount of any such taxes Property has not been determined as of Closing, such credit assessed on a completed basis but will be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then the installment for the current tax period, the parties shall estimate such proration based upon an assessed value equal to the Purchase Price. The Seller shall receive a credit for any taxes and assessments paid by Seller and applicable to any period will after the Closing. Special assessments shall be prorated (according to the due dates of installments, with Buyer assuming the obligation to pay any Seller being responsible for installments that become due after and payable before the Closing Date). Upon the Closing Date , and subject to the adjustment provided above, Buyer will be Purchaser being responsible for real estate taxes installments that become due and assessments payable on the Property payable following the Closing Date. In no event will Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reason. With respect to the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date. If, for the fiscal tax year in which the Closing is held, or any prior year, there are any tax protests filed, or abatement application proceedings pending at any time prior to the Closing with reference to the Property, Seller shall have the right to settle such protests or proceedings as long as such settlement does not include any agreement as to the valuation of the Property for real estate tax purposes for the period after the Closing. Otherwise, Seller shall not settle the same without Purchaser's prior written consent. All amounts recovered as a result thereof, whether by settlement or otherwise, shall, net of attorneys' fees and other expenses, be apportioned as of the Closing for the fiscal tax year in which the Closing is held, and paid, when received, to the parties entitled thereto; provided, however, that to the extent any such amounts are payable to Tenants pursuant to the terms of the Leases, such amounts shall be promptly paid over to such Tenants. The parties agree to execute any papers or take such steps, either before or after any Closing, as may be necessary to carry out the intention of this subparagraph, including the delivery foregoing. Seller shall be responsible for all taxes and assessments which have accrued prior to Closing with respect to the tenancies of Go/Xxx as to the Eastpark I Property, Prime Automotive as to the Eastpark II Property, Midline as to the Shelby 18 Property as well as any vacancies as such may have existed prior to the Closing for all periods up to and upon the Closing Date. Such taxes and assessments as to these Properties and tenancies that are known will be prorated at Closing, or reconciled post Closing upon issuance of the bills. Seller's ability to pursue collection of reimbursements for these taxes as permitted under the existing or prior leases of Go/Dann, Prime Automotive and Midline will not be limited by this Agreement or the Purchaser. This obligation shall survive Closing. Except as expressly provided herein, there shall be no other party, upon demand, of any relevant books prorations and records, including receipted tax bills Purchaser will accept the Property subject to (i) the liens for county taxes and cancelled checks used in payment of such taxes, the execution of any assessments not yet due and all consent or other documentspayable, and the undertaking of any acts necessary (ii) liens for the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth hereincity taxes whether or not due and payable.

Taxes and Assessments. All current real estate and personal property taxes and all payments and assessments pertaining on the Properties shall be prorated through Escrow between the applicable transferor and the applicable transferee, based upon the latest available tax information, using the customary escrow procedures, as of the day of the Managua Closing or the Zapote Closing, as applicable. Any taxes levied upon the Corner Pad or the Toy Store Pad applicable to the Property that are due and payable for any period prior to the Current Tax Year (as hereinafter defined) will Managua Closing shall be paid by Seller at or prior to PriceSmart. From and after the Managua Closing. All real estate and personal property taxes and assessments on the Property for the current year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period). If the amount of , PSC shall pay any such taxes has not been determined as of Closing, such credit will be based on levied upon the most recent ascertainable taxes, subject to readjustment after Closing Corner Pad or the Toy Store Pad. Any taxes levied upon receipt of actual tax bills. If any assessments on the Zapote Property are payable in installments, then the installment for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). Upon the Closing Date and subject applicable to the adjustment provided above, Buyer will be responsible for real estate taxes and assessments on the Property payable following the Closing Date. In no event will Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reason. With respect to the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to the Zapote Closing Date which Seller has shall be paid or by PSC. From and after the Zapote Closing, PriceSmart shall pay any such taxes levied upon the Zapote Property. To the extent any taxes are levied upon a Property as part of a larger tax parcel, with respect to prorations, the applicable transferor shall pay the taxes for which Seller has given a credit the period prior to Buyer will belong to the applicable closing. From and be after the property applicable closing, the applicable transferee shall pay such portion of Seller. All net tax refunds the taxes levied upon the land and credits improvements that are attributable to any period subsequent its Property. Such portion of the taxes levied upon the land (the “Land Tax”) shall be calculated by multiplying the total amount of such Land Tax by a fraction, the numerator of which shall equal the area of land occupied by such Property and the denominator of which shall equal the entire area of land within the tax parcel. Such portion of the taxes levied upon the improvements on the Property (the “Building Tax”) shall be as separately apportioned in the tax xxxx or, if not separately apportioned, then such Building Tax shall be calculated by multiplying the total amount of such Building Tax by a fraction, the numerator of which shall equal the square meters occupied by such improvements upon the Property and the denominator of which shall equal the square meters of all of the improvements within the tax parcel. From and after the applicable closing, until such Property shall become a separate tax parcel, the applicable transferee shall pay to the Closing Date will belong to applicable transferor, at least thirty (30) days before any real property taxes and be the property of Buyer. Seller all payments and Buyer agree to cooperate with one another in connection with the prosecution of any assessments become due and payable, such proceedings and to take all steps, whether before or after the Closing Dateportion, as may be necessary calculated pursuant to carry out the intention of this subparagraph, including the delivery to the other party, upon demandparagraph, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, Land Tax and the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition Building Tax attributable to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth hereinits Property.

Taxes and Assessments. All real Real estate taxes, ad valorem taxes, taxes in lieu, pilot payments, assessments and personal similar property taxes and assessments pertaining to the (“Real Property that are due and payable for any period prior to the Current Tax Year (as hereinafter definedTaxes”) will shall be paid by Seller at or prior to the Closing. All real estate and personal property taxes and assessments on the Property for the current year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer apportioned as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period). If the amount of any such taxes has not been determined Cut-Off Time as of Closing, such credit will follows:(A) Sellers shall be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on the allocated and bear all liability for Real Property are payable in installments, then the installment for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). Upon the Closing Date and subject Taxes relating to the adjustment provided above, Buyer will be responsible for real estate taxes and assessments on the Property payable following the Closing Date. In no event will Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reason. With respect to the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period ending prior to the Closing Date which Seller has paid or and (B) Buyer shall be allocated and bear all liability for which Seller has given a credit to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent Real Property Taxes relating to the periods on and after the Closing Date will belong Date. If the Real Property Tax xxxx for the Real Property Tax year in which the Closing occurs has not been issued on or before the Closing Date, the apportionment of Real Property Taxes shall be computed based upon the most recent Real Estate Tax xxxx available. If, on the Closing Date, bills for the Real Property Taxes imposed upon the Real Property for the Real Property Tax year in which Closing occurs have been issued and are due and payable but shall not have been paid by Sellers, such real property Taxes shall be paid at the time of Closing pursuant to and the apportionment provided by this Section 7(a)(v). For the avoidance of doubt, any refunds of Real Property Taxes (including in the form of a direct credit or estimated Tax payments) with respect to the period up to the Cut-Off Time (any such refund, a “Pre-Closing Tax Refund”) shall be for the property account of Buyer. Seller Sellers, and Buyer agree shall pay over to Sellers any such Pre-Closing Tax Refund (including any interest received with respect thereto) within ten (10) Business Days after receipt, or if the Pre-Closing Tax Refund is in the form of a direct credit, within ten (10) Business Days after the date on which the Tax Return claiming such credit is filed. Buyer shall cooperate with one another Sellers in obtaining such Pre-Closing Tax Refunds, including through the filing of amended Tax Returns or refund claims, provided Sellers shall reimburse Buyer for all reasonable and actual third party associated costs and expenses incurred in connection with the prosecution collection of any such proceedings and to take all steps, whether before or after the Pre-Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery Tax Refunds related to the other partyperiod prior to the Cut-Off Time. Notwithstanding anything to the contrary set forth in this clause (v), upon demand, for U.S. federal income Tax purposes (and any comparable provision of any relevant books state and records, including receipted tax bills and cancelled checks used in payment of such taxeslocal income Tax Law), the execution parties agree to treat the transactions contemplated by this Agreement as purchases and sales of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund assets owned by the other party. Buyer agrees that, as a condition to Acquired Companies and no income Taxes shall be prorated between the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth hereinparties.

Taxes and Assessments. All 8.1 Obligation to Pay Taxes and Assessments. Throughout the entire Term, Tenant shall bear, pay and discharge as Additional Charges and not later than the last day on which payment may be made without penalty or interest, any and all taxes, assessments, charges, levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees) and other impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, foreseen or unforeseen, and each and every installment thereof which shall or may during or with respect to the Term hereof be charged, laid, levied, assessed, or imposed upon, or arise in connection with, the use, occupancy, operation or possession of the Leased Property or any part thereof or the business conducted thereon, including, without limitation, ad valorem real estate and personal property taxes, all taxes charged, laid, levied, assessed or imposed in lieu of or in addition to any of the foregoing by virtue of all present or future laws, ordinances, requirements, orders, directions, rules or regulations of Governmental Agencies, and all assessments pertaining and charges imposed pursuant to the Property that are due and payable for any period prior Permitted Encumbrances or other documents of record affecting title to the Current Tax Year Leased Property (as hereinafter defined) will provided however that such documents have been approved by Tenant, which approval shall not unreasonably be paid by Seller at withheld, delayed or prior to conditioned provided that the Closing. All real estate same are appropriate and personal property taxes and assessments on the Property for the current year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period). If the amount of any such taxes has not been determined as of Closing, such credit will be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then the installment for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). Upon the Closing Date and subject to the adjustment provided above, Buyer will be responsible for real estate taxes and assessments on the Property payable following the Closing Date. In no event will Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reason. With respect to the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another reasonably necessary in connection with the prosecution normal and ordinary course of any such proceedings ownership and to take all stepsuse of the Facility), whether before or not such Additional Charges become due and payable during or after the Closing DateTerm. Notwithstanding the foregoing, as may Tenant shall not be necessary to carry out responsible for Additional Charges due and payable after the intention expiration of this subparagraph, including the delivery Term to the other partyextent that the same relate and apply to interests and benefits accruing to Landlord after the Lease Term. Upon payment, upon demand, Tenant shall promptly furnish to Landlord satisfactory evidence of any relevant books and records, including receipted tax bills and cancelled checks used in the payment of all such taxes, the execution of assessments, impositions or charges. Tenant shall have no right to approve, nor shall Tenant be obligated for any and all consent amounts due by virtue of, any Facility Mortgage or other documents, and the undertaking documents relating to indebtedness of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth hereinLandlord.

Taxes and Assessments. All Tenant shall pay, prior to delinquency, all real estate and personal property taxes and improvement liens and similar assessments pertaining levied against the Premises, assessments charged by any property owners’ association established with respect to the Property that are due and payable for any period prior Premises or otherwise levied against the Premises pursuant to the Current Tax Year Governing Documents (as hereinafter defined) will ), in any case general or special, ordinary or extraordinary, foreseen or unforeseen, including, without limitation, ad valorem taxes, personal property taxes, transit taxes, special or extraordinary assessments, government levies, substitute taxes, assessments, excises, charges or fees assessed or levied in lieu of the foregoing, and expenses and fees, but excluding income taxes, franchise taxes, inheritance taxes and gift taxes and specifically including any taxes and assessments which were to be paid by Seller at the seller of the Land (which is a Tenant Affiliate). To the extent feasible, Tenant shall have all bills for such amounts to be sent directly to Tenant. If such bills are sent to Landlord, Landlord shall promptly forward the same to Tenant. Upon request of Landlord, Tenant shall provide Landlord with evidence of Tenant’s payment of any such amounts. Tenant shall have the right to contest any such amounts in accordance with applicable law, and Tenant shall be entitled to any refund or prior rebate in any amounts that relates to the Closingperiod of the Lease Term. All real estate Landlord shall reasonably cooperate with Tenant, at no expense to Landlord, in connection with any such protest. If Landlord places a mortgage on the Premises and personal property such lender requires taxes be paid through it by means of monthly impound or otherwise, Tenant shall pay taxes payable by Tenant under this Lease to the Lender as designated by the Lender in written notice to Landlord and Tenant so long as the Lender agrees to pay such taxes to the taxing authority. Landlord shall give Lender Landlord’s written consent to communicate directly with Tenant on all matters relating to such taxes. So long as Tenant pays taxes to the Lender as provided herein, Tenant shall have no liability for the Lender’s failure to pay the taxes to the taxing authority. If Tenant has paid any such taxes and assessments on that relate to the Property period after the expiration or termination of this Lease, then Tenant shall be entitled to deduct such amount from the final installment of Rent hereunder or, at Tenant’s option, Landlord shall reimburse Tenant for the current year same within ten (the "CURRENT TAX YEAR"10) will be prorated between Seller and Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period). If the amount of any such taxes has not been determined as of Closing, such credit will be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then the installment for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). Upon the Closing Date and subject to the adjustment provided above, Buyer will be responsible for real estate taxes and assessments on the Property payable following the Closing Date. In no event will Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reason. With respect to the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund demand by the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth hereinTenant.

Taxes and Assessments. All non-delinquent real estate and personal property taxes (including assessments) for the Property shall be prorated based on the actual current tax xxxx. If current tax bills have not been issued for the Property by the Closing Date, the amount of taxes shall be estimated, using the tax bills for the Property, prorated based upon acreage. All delinquent real property taxes, if any, and assessments pertaining any supplemental or escaped real property taxes which relate to the Property that are due and payable for any period prior to the Current Tax Year (as hereinafter defined) will Closing Date shall be paid by Seller at or prior the Close of Escrow from funds accruing to the Closing. All real estate and personal property taxes and assessments on the Property for the current year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period). If the amount of any such taxes has not been determined as of Closing, such credit will be based on the most recent ascertainable taxes, subject to readjustment after Closing upon receipt of actual tax bills. If any assessments on the Property are payable in installments, then the installment for the current period will be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). Upon the Closing Date and subject to the adjustment provided above, Buyer will be responsible for real estate taxes and assessments on the Property payable following the Closing DateSeller. In no event will shall Seller be charged with or be responsible for any increase taxes relating to any period in which Seller did not own the taxes or assessments on the Property resulting from Property. Buyer acknowledges that the sale of the Property or from any improvements made or leases entered into at any time or for any reasonwill result in a reassessment of the Property and that a supplemental tax xxxx will be issued after the Close of Escrow, which shall be Buyer’s sole responsibility. With respect to If, as the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction result of an appeal of the assessed valuation of the PropertyProperty for any real estate tax year prior to (or including) the Close of Escrow, andthere is issued after the Close of Escrow an administrative ruling, in its sole discretion (except as judicial decision or settlement by which the assessed value of the Property for such tax year is reduced, and a real estate tax return issued, Seller shall be entitled to all such tax returns relating to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or Close of Escrow. No post-closing re-prorations shall occur. Notwithstanding any contrary provision of this Agreement, Buyer shall pay when due all assessments and/or taxes for the change in the use of the Property, regardless of the period for which they were assessed, and shall further indemnify, defend and hold harmless Seller has given a credit from any Claims made or any loss incurred relating to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection with the prosecution or arising out of any such proceedings and to take all steps, whether before or after change in use of the Closing Date, as may be necessary to carry out the intention Property. The provisions of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth hereinSection 13(b) are Surviving Obligations.

Taxes and Assessments. All real estate (a) TowerCo shall pay all Taxes and personal property taxes and assessments pertaining Assessments with respect to each Site applicable to all periods occurring after the Property that are due and payable Site Commencement Date for any period prior to the Current Tax Year (as hereinafter defined) will be paid by Seller at such Site on or prior to the Closing. All real estate date on which such Taxes and personal property taxes Assessments are due; provided that TowerCo shall have the right to contest, by proper legal actions or proceedings in good faith any Taxes and assessments on Assessments for which TowerCo is responsible hereunder and, if permitted under applicable law, to defer payment of such Taxes and Assessments pending the Property for outcome of such contest, provided that at the current year (the "CURRENT TAX YEAR") will be prorated between Seller and Buyer as time of the Closing Date commencement of any such action or proceeding, and during the pendency thereof, (on the basis i) no event of default by TowerCo shall have occurred and be continuing, (ii) such contest operates to suspend collection of the actual number contested Taxes and Assessments or claims and is maintained and prosecuted continuously with diligence, (iii) the Site would not be subject to forfeiture or loss by reason of days elapsed over the institution or prosecution of such contest, (iv) TowerCo, shall promptly pay or discharge such Taxes and Assessments and all additional charges, interest, penalties and expenses if such contest is terminated or discontinued adversely to TowerCo, and (v) TowerCo shall keep Sublessor reasonably informed of any such contest. Each Sublessor shall promptly forward to TowerCo upon receipt copies of all bills, invoices, statements, assessments and similar notices regarding Taxes and Assessments. TowerCo shall receive any refunds for Taxes and Assessments paid by TowerCo pursuant to this Sublease. Notwithstanding the foregoing, TowerCo shall not be required to pay any Taxes and Assessments payable with respect to a Leased Site if the applicable period)Ground Lease provides that the Ground Lessor is responsible therefor without pass-through to the ground lessee and the Ground Lessor actually pays any such Taxes and Assessments. If the amount of Ground Lessor does not pay any such taxes has not been determined as Taxes and Assessments and either Party becomes aware of Closingit, such credit will be based on the most recent ascertainable taxesParties will, subject at TowerCo's expense, cooperate and use commercially reasonable efforts to readjustment after Closing upon receipt of actual tax bills. If any assessments on cause the Property are payable in installments, then the installment for the current period will be prorated (with Buyer assuming the obligation Ground Lessor to pay any installments due after the Closing Date). Upon the Closing Date such Taxes and subject to the adjustment provided above, Buyer will be responsible for real estate taxes and assessments on the Property payable following the Closing Date. In no event will Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reason. With respect to the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion (except as to the Current Tax Year, in which event such decisions will be made in cooperation with Buyer), to settle the same. Seller will have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or for which Seller has given a credit to Buyer will belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date will belong to and be the property of Buyer. Seller and Buyer agree to cooperate with one another in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery to the other party, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by the other party. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth hereinAssessments.