Common use of Apportionments Clause in Contracts

Apportionments. Except as provided in Section 2.3, the following shall be apportioned between Purchaser and Seller as of the Effective Time (on a per diem basis): (i) real and personal property taxes and assessments in respect of the Property with respect to the Tax period in which the Effective Time occurs; (ii) revenue from the Real Property Leases, including hunting and other recreational lease revenue; (iii) all annual payments/revenues under any Assumed Contract or Timberland Leases being assigned to Purchaser at Closing, which are applicable to the year in which Closing occurs, as listed on Schedule 1.7(iii) shall be prorated as of the date of Closing; and (iv) all annual payments for mineral activities or payments received by Seller which are attributable to the year in which Closing occurs and periods following the Closing Date; provided, however, (a) no advance payments or prepayments received by Seller for any year prior to the year of Closing shall be prorated except for any payments under any Assumed Contracts and advance payments or prepayments for mineral activities or surface damage payments received by Seller attributable to periods following the Closing Date, which are identified on Schedule 1.7(iii)(a) attached hereto, and (b) Seller shall retain [****]. Seller shall assign and pay over to Purchaser all security and other deposits, if any, held by Seller under any Assumed Contracts. Subject to the limitations set forth in (iii) above, all other items of income and expense due under any Assumed Contracts shall be prorated between Purchaser and Seller as of the Closing Date. If all applicable Tax rates have not been fixed or the value assessments have not been made and finally determined for the Timberlands for the applicable Tax periods in which the Effective Time occurs or if all Apportionments are not known as of the Closing Date, then not later than [****] days after the date that all applicable Tax rates have been fixed or the value assessments have been made and finally determined with respect to all of the Timberlands for the applicable tax periods in which the Effective Time occurs, or the applicable Apportionments are known and determined, as appropriate, Seller and Purchaser shall reapportion the Apportionments (Purchaser acknowledging that Seller has instituted or may, at its option, institute before the Closing protests of certain Taxes pursuant to certain Assumed Contracts, the final resolution of which protests may occur after the Closing), and the Purchase Price shall be increased or decreased, as applicable, by the aggregate amount of such reapportionments; provided, however, if the net aggregate amount of such reapportionments relating is [****] or less, no adjustment shall be made. Any adjustment to be made pursuant to this Section 1.7 shall be made no later than [****] Business Days following the determination of the aggregate amount of the Apportionments. Seller and Xxxxxxxxx agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 1.7. If Seller and Purchaser cannot agree as to Apportionments, the dispute will be resolved pursuant to Section 7.4. Purchaser and Seller shall work together in good faith to apportion any payments received by Seller under any agreements entered into after the Effective Date.

Apportionments. Except as provided in Section 2.3, the The following apportionments shall be apportioned made between Purchaser the Assignor and Seller Assignee as of the Effective Time close of business on the day prior to the Commencement Date and paid on the Commencement Date: Fixed Rent, Tenant's Tax Payment and Tenant's Operating Payment. Such apportionments shall be made based upon the actual number of days in the calendar month in which the Commencement Date shall occur, with Assignor entitled to a reimbursement for such amounts prepaid and Assignee entitled to payment for any such amounts in arrears owed to Landlord (on the net amount of such reimbursement to Assignor or payment to Assignee. the "Apportionment Amount"). The apportionment amount may be paid by good corporate check of the party required to pay same. Assignee shall, within ten (10) days of receipt, provide a per diem basis): copy of any notices from Landlord (i) real and personal property taxes and assessments adjusting Taxes or Tenant's Tax Payment which relate to Taxes for the Tax Year in which the Commencement Date occurs or (ii) related to an overpayment or underpayment of Taxes with respect to such Tax Year. To the extent that there is an overpayment of the Property Taxes to Landlord with respect to the Tax period Year in which the Effective Time Commencement Date occurs; , the portion of any overpayment attributable to the period prior to the Commencement Date shall be paid by Assignee to Assignor promptly after receipt (iiwhether in cash, by rent credit or otherwise) revenue from by Assignee. To the Real Property Leasesextent that there is an underpayment of Taxes to Landlord with respect to the Tax Year in which the Commencement Date occurs, including hunting and other recreational lease revenue; the portion of any underpayment attributable to the period prior to the Commencement Date shall be paid by Assignor to Assignee promptly after Assignee's delivery to Assignor of a copy of Landlord's demand therefor. Assignee shall, within ten (iii10) all annual payments/revenues under days of receipt, provide to Assignor a copy of Landlord's Operating Statement with respect to the Operating Year in which the Commencement Date occurs. To the extent that there is an overpayment of Tenant's Operating Payments to Landlord with respect to the Operating Year in which the Commencement Date occurs, the portion of any Assumed Contract overpayment attributable to the period prior to the Commencement Date shall be paid by Assignee to Assignor promptly after receipt (whether in cash, by rent credit or Timberland Leases being assigned otherwise) by Assignee. To the extent that there is an underpayment of Tenant's Operating Payments to Purchaser at ClosingLandlord with respect to the Operating Year in which the Commencement Date occurs, which are applicable the portion of any underpayment attributable to the period prior to the Commencement Date shall be paid by Assignor to Assignee promptly after Assignee's delivery to Assignor of a copy of Landlord's demand therefor. If Assignee exercises its rights to audit Landlord's Operating Statement pursuant to Section 4.5 of the Lease for the year in which Closing the Commencement Date occurs, Assignee shall promptly notify Assignor thereof. To the extent that any such audit determines that there has been an overpayment or underpayment, such overpayment or underpayment shall also be apportioned by Assignor and Assignee in accordance with the foregoing provisions. Any refund of overpayments payable to Assignor or Assignee received by the party not entitled to the same as listed on Schedule 1.7(iii) provided in this Section shall be prorated as of held in trust by the date of Closing; and (iv) all annual payments for mineral activities or payments received by Seller which are attributable receiving party until paid to the year in which Closing occurs and periods following the Closing Date; provided, however, (a) no advance payments or prepayments received by Seller for any year prior party entitled to the year of Closing shall be prorated except for any payments same as provided in this Section. The parties' respective obligations under any Assumed Contracts and advance payments or prepayments for mineral activities or surface damage payments received by Seller attributable to periods following the Closing Date, which are identified on Schedule 1.7(iii)(a) attached hereto, and (b) Seller shall retain [****]. Seller shall assign and pay over to Purchaser all security and other deposits, if any, held by Seller under any Assumed Contracts. Subject to the limitations set forth in (iii) above, all other items of income and expense due under any Assumed Contracts shall be prorated between Purchaser and Seller as of the Closing Date. If all applicable Tax rates have not been fixed or the value assessments have not been made and finally determined for the Timberlands for the applicable Tax periods in which the Effective Time occurs or if all Apportionments are not known as of the Closing Date, then not later than [****] days after the date that all applicable Tax rates have been fixed or the value assessments have been made and finally determined with respect to all of the Timberlands for the applicable tax periods in which the Effective Time occurs, or the applicable Apportionments are known and determined, as appropriate, Seller and Purchaser shall reapportion the Apportionments (Purchaser acknowledging that Seller has instituted or may, at its option, institute before the Closing protests of certain Taxes pursuant to certain Assumed Contracts, the final resolution of which protests may occur after the Closing), and the Purchase Price shall be increased or decreased, as applicable, by the aggregate amount of such reapportionments; provided, however, if the net aggregate amount of such reapportionments relating is [****] or less, no adjustment shall be made. Any adjustment to be made pursuant to this Section 1.7 shall be made no later than [****] Business Days following survive the determination of the aggregate amount of the Apportionments. Seller and Xxxxxxxxx agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 1.7. If Seller and Purchaser cannot agree as to Apportionments, the dispute will be resolved pursuant to Section 7.4. Purchaser and Seller shall work together in good faith to apportion any payments received by Seller under any agreements entered into after the Effective Commencement Date.

Apportionments. Except as provided in Section 2.33.4, the following shall be apportioned between Purchaser the Purchasing Parties, on the one hand, and Seller Seller, on the other hand, on and as of the Effective Time Closing Date (on a per diem basis): (i) rents due from Seller under the Leasehold Interests and Timberlands II, LLC Real Property Leases; (ii) real and personal property taxes Taxes and assessments imposed on a periodic basis in respect of the Property Purchased Assets, in each case, with respect to the Tax period in which the Effective Time Closing Date occurs; (iiiii) rents paid under and other revenue from the Timberlands II, LLC Real Property Leases, including hunting and other recreational lease revenue; (iiiiv) all annual payments/revenues under any Assumed Contract or Timberland Leases being assigned to Purchaser at Closing, which are applicable applying to the year period beginning on the Closing Date, made by Seller in which Closing occursrespect of any Leasehold Interests, as listed on Schedule 1.7(iii) shall be prorated as of the date of ClosingTimberlands II, LLC Real Property Leases or Timberlands II, LLC Purchased Contracts; and (ivv) all annual payments any credit for mineral activities or payments received by Seller timber harvested to which are attributable Purchaser is entitled in accordance with this Section 2.4 (collectively, “Apportionments”). For timber that is harvested and delivered prior to Closing pursuant to the year in harvest plan attached hereto as Exhibit F (the “Harvest Plan”), all revenue therefrom shall go to Seller. Purchaser shall receive a credit against the Cash Purchase Price for all timber which Closing occurs is harvested and periods following the Closing Date; provided, however, (a) no advance payments or prepayments received by Seller for any year delivered prior to Closing and not included in the year attached Harvest Plan equal to the sum of Closing shall be prorated except the products of the volume of timber harvested (as determined by load and scale tickets for any payments under any Assumed Contracts and advance payments or prepayments each load of timber harvested) in each product class included in the Fiber Supply Agreement (each a “Product Class”) multiplied by the applicable initial unit price for mineral activities or surface damage payments received by Seller attributable to periods such Product Class in the Fiber Supply Agreement. Within thirty (30) days following the Closing Date, which are identified on Schedule 1.7(iii)(a) attached hereto, and (b) Seller shall retain [****]. Seller shall assign and pay over deliver to Purchaser all security and other deposits, if any, held by Seller under any Assumed Contracts. Subject a report certifying the total volume of additional timber per Product Class harvested prior to the limitations set forth in (iii) above, all other items of income and expense due under any Assumed Contracts shall be prorated between Purchaser and Seller as of the Closing Date. If all applicable Tax rates have not been fixed or the value assessments have not been made and finally determined for the Timberlands for the applicable Tax periods in which the Effective Time occurs or if all Apportionments are not known as of the Closing Date, then which volumes were not later than [****] days after included in the date that all applicable Tax rates have been fixed or credit to the value assessments have been made and finally determined with respect to all of the Timberlands for the applicable tax periods in which the Effective Time occurs, or the applicable Apportionments are known and determined, as appropriate, Seller and Purchase Price received by Purchaser shall reapportion the Apportionments (Purchaser acknowledging that Seller has instituted or may, at its option, institute before the Closing protests of certain Taxes pursuant to certain Assumed Contracts, the final resolution of which protests may occur after the Closing), and the Purchase Price shall be further adjusted by an amount equal to the sum of the products of the additional volume of timber harvested (as determined by load and scale tickets for each load of timber harvested) in each Product Class prior to Closing multiplied by the applicable initial unit price for such Product Class in the Fiber Supply Agreement less any revenue actually received by Purchaser or Timberlands II, LLC for such timber under the any of the Timberlands II, LLC Purchased Contracts by payment by Seller of such amount in cash by wire transfer of immediately available funds to the bank or bank accounts designated by Purchaser. For timber that is harvested and delivered after Closing, whether pursuant to the Harvest Plan or not, all revenue therefrom shall go to Purchaser. Not later than five days prior to the Closing Date, Seller and Purchaser shall determine the Apportionments, and the Installment Note Purchase Price shall be increased or decreasedreduced, as applicable (in the form of an increase or reduction of the aggregate principal amount of the Timber Note), by the aggregate amount of such Apportionments relating to the Installment Note Assets, and the Cash Purchase Price shall be increased or reduced, as applicable, by the aggregate amount of such reapportionments; providedApportionments relating to the Cash Assets. If the Closing Date occurs before the applicable Tax is assessed for the applicable Tax period, however, if the net aggregate amount of such reapportionments relating is [****] or less, no adjustment then real property Taxes and assessments imposed on a periodic basis shall be made. Any adjustment to be made pursuant to this Section 1.7 shall be made no later than [****] Business Days following apportioned on the determination basis of the aggregate amount of Tax assessed for the Apportionmentsimmediately preceding Tax period. Seller and Xxxxxxxxx Purchaser agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 1.72.4. Notwithstanding anything to the contrary contained herein, Seller shall be responsible for (i) any fines, penalties or other assessments imposed as a result of Seller’s failure to pay any Taxes due and payable prior to the Closing Date and (ii) any roll-back or greenbelt type Taxes related to any agricultural, forest or open-space exemption which is subject to recapture pursuant to state Laws (collectively, hereinafter “Roll-back Taxes”), but only to the extent that any such Roll-back Taxes relate to a pre-acquisition Tax period and result from (A) any failure by Seller to take actions required to avoid such Roll-back Taxes, prior to the transactions contemplated by this Agreement, (B) actions taken by Seller prior to Closing which result in the removal of any of the Purchased Assets from their current classification or any program or special exemption available under state Laws, (C) the change in use by Seller of any of the Purchased Assets prior to the transactions contemplated by this Agreement or (D) as a result of the consummation of the transfer of the Purchased Assets to Timberlands II, LLC described in Section 1.2. Purchaser shall otherwise be responsible for any Roll-back Taxes. Seller’s obligations with regard to Roll-back Taxes in this Section 2.4 shall survive Closing. If Purchaser and Seller and Purchaser cannot agree as to Apportionments, the dispute will be resolved pursuant to Section 7.4. Purchaser and Seller shall work together in good faith to apportion any payments received by Seller under any agreements entered into after the Effective Date10.5.

Apportionments. Except (a) Seller and Purchaser agree to adjust, as provided in Section 2.3of 11:59 p.m. on the day immediately preceding the Closing Date (the "Closing Time"), the following shall be apportioned between Purchaser and Seller as of (collectively, the Effective Time (on a per diem basis"Proration Items"): (i) real estate and personal property taxes and assessments in respect of which are required to be paid for the Property with respect to the Tax period calendar year in which the Effective Time occurs; (ii) revenue from the Real Property Leases, including hunting and other recreational lease revenue; (iii) all annual payments/revenues under any Assumed Contract or Timberland Leases being assigned to Purchaser at Closing, which are applicable to the year in which Closing occurs, utility bills (except as listed on Schedule 1.7(iiihereinafter provided), collected Rentals (subject to the terms of (c) below) and operating expenses and assessments payable by the owner of the Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be prorated as of the date of Closing; and (iv) all annual payments for mineral activities or payments received set forth on a preliminary closing statement to be prepared by Seller which are attributable and submitted to the year in which Closing occurs and periods following the Closing Date; provided, however, Purchaser for Purchaser's approval five (a5) no advance payments or prepayments received by Seller for any year days prior to the year of Closing Date (the "Closing Statement"). The Closing Statement, once agreed upon, shall be prorated except for any payments under any Assumed Contracts and advance payments or prepayments for mineral activities or surface damage payments received signed by Seller attributable to periods following the Closing Date, which are identified on Schedule 1.7(iii)(a) attached hereto, and (b) Seller shall retain [****]. Seller shall assign and pay over to Purchaser all security and other deposits, if any, held by Seller under any Assumed Contracts. Subject to the limitations set forth in (iii) above, all other items of income and expense due under any Assumed Contracts shall be prorated between Purchaser and Seller as and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Closing DatePurchase Price at the Closing. If all applicable Tax rates have not been fixed or the value assessments have not been made and finally determined for actual amounts of the Timberlands for the applicable Tax periods in which the Effective Time occurs or if all Apportionments Proration Items are not known as of the Closing DateTime, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of Operating Expense Recoveries), and Seller's insurance policies will not later than [****] days after be assigned to Purchaser. Final readings and final xxxxxxxx for utilities will be made if possible as of the date that all applicable Tax rates have been fixed or Closing Time, in which event no proration will be made at the value assessments have been made and finally determined Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all of deposits presently in effect with the Timberlands for the applicable tax periods in which the Effective Time occursutility providers, or the applicable Apportionments are known and determined, as appropriate, Seller and Purchaser shall reapportion will be obligated to make its own arrangements for deposits with the Apportionments (Purchaser acknowledging that Seller has instituted or may, at its option, institute before the Closing protests utility providers. A final reconciliation of certain Taxes pursuant to certain Assumed Contracts, the final resolution of which protests may occur after the Closing), and the Purchase Price shall be increased or decreased, as applicable, by the aggregate amount of such reapportionments; provided, however, if the net aggregate amount of such reapportionments relating is [****] or less, no adjustment shall be made. Any adjustment to be made pursuant to this Section 1.7 Proration Items shall be made no later than [****] Business Days following the determination of the aggregate amount of the Apportionments. Seller and Xxxxxxxxx agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 1.7. If Seller and Purchaser cannot agree as to Apportionments, the dispute will be resolved pursuant to Section 7.4. by Purchaser and Seller shall work together in good faith within one hundred and twenty (120) days following the Close of Escrow, subject to apportion any payments received by Seller under any agreements entered into after true-up within the Effective Datesurvival period. The provisions of this Section 7 will survive the Closing for nine (9) months.

Apportionments. Except as provided in Section 2.3, the following shall be apportioned between Purchaser and Seller as of the Effective Time (on a per diem basis): (i) real property and personal property taxes other non-Income Taxes and assessments in respect of the Property with respect to the Tax period in which the Effective Time occurs; (ii) revenue from the Real Property Leases, including hunting and other recreational lease revenue; (iii) all annual payments/revenues under , applying to the period beginning at the Effective Time, made by Seller in respect of any Assumed Contract or Timberland Leases being assigned to Purchaser at Closing, which are applicable to the year in which Closing occurs, as listed on Schedule 1.7(iii) shall be prorated as of the date of ClosingLease; and (iv) all annual payments for mineral activities or payments received by rents due from Seller which are attributable to under the year in which Closing occurs and periods following the Closing Date; providedTimberland Leases (collectively, however, “Apportionments”). Not later than sixty (a60) no advance payments or prepayments received by Seller for any year prior to the year of Closing shall be prorated except for any payments under any Assumed Contracts and advance payments or prepayments for mineral activities or surface damage payments received by Seller attributable to periods following days after the Closing Date, which are identified on Schedule 1.7(iii)(a) attached heretoSeller and Purchaser shall determine the Apportionments, and (b) Seller shall retain [****]. Seller shall assign and pay over to Purchaser all security and other deposits, if any, held by Seller under any Assumed Contracts. Subject to the limitations set forth in (iii) above, all other items of income and expense due under any Assumed Contracts Purchase Price shall be prorated between Purchaser and Seller increased or decreased, as applicable, by the aggregate amount of the Closing Date. If all such Apportionments, except where any applicable Tax rates have not been fixed or the value assessments have not been made and finally determined for with respect to all of the Timberlands for the applicable Tax periods in which the Effective Time occurs or if all Apportionments are not known as of the Closing Date, then not later than [****] days after the date that all applicable Tax rates have been fixed or the value assessments have been made and finally determined with respect to all of the Timberlands for the applicable tax periods in which the Effective Time occurs, or the applicable Apportionments are known and determined, as appropriate, Seller and Purchaser shall reapportion the Apportionments (Purchaser acknowledging that Seller has instituted or may, at its option, institute before the Closing protests of certain Taxes pursuant to certain Assumed Contracts, the final resolution of which protests may occur after the Closing), and in which case the Purchase Price shall Apportionments will be increased or decreased, as applicable, by completed promptly after resolution of the aggregate amount of such reapportionments; provided, however, if the net aggregate amount of such reapportionments relating is [****] or less, no adjustment shall be madeapplicable issues. Any adjustment to be made pursuant to this Section 1.7 1.8 shall be made no later than [****] three (3) Business Days following the determination of the aggregate amount of the Apportionments. Seller and Xxxxxxxxx Purchaser agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 1.71.8. If Seller and Purchaser cannot agree as to Apportionments, the dispute will be resolved pursuant to Section 7.4. Purchaser and Seller shall work together in good faith to apportion any payments received by Seller under any agreements entered into after the Effective Date.

Apportionments. Except as provided in Section 2.3Representatives of the Purchaser, Tenant and the following Seller shall make and perform any and all of the adjustments and apportionments which are appropriate and usual for a transaction of this nature, taking into account the applicable provisions of the Lease and this Agreement. The adjustments hereunder shall be apportioned between Purchaser calculated or paid in an amount based upon a fair and Seller as reasonable estimated accounting performed and agreed to by representatives of the Effective Time Seller and the Purchaser at the applicable Closing. Subsequent final adjustments and payments shall be made in cash or other immediately available funds as soon as practicable after the Closing Date, and in any event within ninety (on a per diem basis): (i90) real and personal property taxes and assessments in respect days after the Closing Date, based upon an agreed accounting performed by representatives of the Property Seller, Tenant and the Purchaser. In the event the parties have not agreed with respect to the Tax period in which the Effective Time occurs; (ii) revenue from the Real Property Leases, including hunting and other recreational lease revenue; (iii) all annual payments/revenues under any Assumed Contract or Timberland Leases being assigned to Purchaser at Closing, which are applicable to the year in which Closing occurs, as listed on Schedule 1.7(iii) shall be prorated as of the date of Closing; and (iv) all annual payments for mineral activities or payments received by Seller which are attributable to the year in which Closing occurs and periods following the Closing Date; provided, however, (a) no advance payments or prepayments received by Seller for any year prior to the year of Closing shall be prorated except for any payments under any Assumed Contracts and advance payments or prepayments for mineral activities or surface damage payments received by Seller attributable to periods following the Closing Date, which are identified on Schedule 1.7(iii)(a) attached hereto, and (b) Seller shall retain [****]. Seller shall assign and pay over to Purchaser all security and other deposits, if any, held by Seller under any Assumed Contracts. Subject to the limitations set forth in (iii) above, all other items of income and expense due under any Assumed Contracts shall be prorated between Purchaser and Seller as of the Closing Date. If all applicable Tax rates have not been fixed or the value assessments have not been made and finally determined for the Timberlands for the applicable Tax periods in which the Effective Time occurs or if all Apportionments are not known as of the Closing Date, then not later than [****] days after the date that all applicable Tax rates have been fixed or the value assessments have been made and finally determined with respect to all of the Timberlands for the applicable tax periods in which the Effective Time occurs, or the applicable Apportionments are known and determined, as appropriate, Seller and Purchaser shall reapportion the Apportionments (Purchaser acknowledging that Seller has instituted or may, at its option, institute before the Closing protests of certain Taxes pursuant to certain Assumed Contracts, the final resolution of which protests may occur after the Closing), and the Purchase Price shall be increased or decreased, as applicable, by the aggregate amount of such reapportionments; provided, however, if the net aggregate amount of such reapportionments relating is [****] or less, no adjustment shall be made. Any adjustment adjustments required to be made pursuant to this Section 1.7 9.1 within such ninety-day period, upon application by either party, a certified public accountant reasonably acceptable to the Purchaser and the Seller shall determine any such adjustments which have not theretofore been agreed to between the Seller and the Purchaser. The charges of such accountant shall be made no later than [****] Business Days following borne fifty percent (50%) by the determination of Seller and fifty percent (50%) by the aggregate Purchaser. Seller shall pay the entire amount of the Apportionmentscalendar year 1999 real estate taxes after the bill for such real estate taxes is receixxx after the Closing Date and prior to the date such real estate taxes become delinquent. Seller shall pay (on or before the due date) that portion of the calendar year 2000 real estate taxes allocable (on a daily basis) to the period commencing on January 1, 2000 and Xxxxxxxxx agree to furnish each other with such documents ending on the Closing Date and other records as may be reasonably requested in order to confirm all Apportionment calculations made Tenant shall, pursuant to this Section 1.7. If Seller and Purchaser cannot agree as the Lease, pay (on or before the due date) that portion of the calendar year 2000 real estate taxes allocable (on a daily basis) to Apportionments, the dispute will be resolved pursuant to Section 7.4. Purchaser and Seller shall work together in good faith to apportion any payments received by Seller under any agreements entered into period commencing on the day after the Effective DateClosing Date and ending on December 31, 2000.

Apportionments. (a) Except as provided in Section 2.3, the following shall be apportioned between Purchaser Pre-Closing and Seller as of the Effective Time Post-Closing Periods (on a per diem basis): (i) real and personal property taxes and assessments in respect of the rents due from Seller under Personal Property with respect to the Tax period in which the Effective Time occursLeases; (ii) Taxes (other than Income Taxes) and assessments arising or resulting from or in connection with the ownership of any of the Property, including without limitation all property Taxes; (iii) revenue from the Real Property Leases, including agricultural, grazing, hunting and other recreational lease revenue; (iiiiv) all annual payments/revenues under any Assumed Contract or Timberland Leases being assigned to Purchaser at Closing, which are applicable applying to the year period beginning at the Effective Time, made by Seller in which Closing occurs, as listed on Schedule 1.7(iii) shall be prorated as respect of the date of Closingany Personal Property Lease or Assumed Contract; and (ivv) all annual payments for mineral activities or payments received by Seller which are attributable utilities provided to the year in which Closing occurs and periods following the Closing Date; providedTimberlands (if any) (collectively, however, (a) no advance payments or prepayments received by Seller for any year prior “Apportionments”). Prior to the year of Closing shall be prorated except for any payments under any Assumed Contracts and advance payments or prepayments for mineral activities or surface damage payments received by Seller attributable to periods following the Closing Date, which are identified on Schedule 1.7(iii)(a) attached heretoSeller and Buyer shall determine the Apportionments, and payment shall be made in cash by Buyer to Seller (bif the Apportionments result in a net credit to Seller) Seller shall retain [****]. Seller shall assign and pay over to Purchaser all security and other deposits, if any, held or by Seller under any Assumed Contractsto Buyer (if the Apportionments result in a net credit to Buyer). Subject to If the limitations set forth in (iii) aboveactual amount of Apportionment item is not known at such time, all other items the determination of income and expense due under any Assumed Contracts such Apportionment shall be prorated between Purchaser completed (and Seller as of the Closing Date. If all applicable Tax rates have not been fixed or the value assessments have not been made and finally determined for the Timberlands for the applicable Tax periods in which the Effective Time occurs or if all Apportionments any associated payments made) when actual figures are not known as of the Closing Date, then not later than [****] days after the date that all applicable Tax rates have been fixed or the value assessments have been made and finally determined with respect to all of the Timberlands for the applicable tax periods in which the Effective Time occurs, or the applicable Apportionments are known and determined, as appropriate, Seller and Purchaser shall reapportion the Apportionments (Purchaser acknowledging that Seller has instituted or may, at its option, institute before the Closing protests of certain Taxes pursuant to certain Assumed Contracts, the final resolution of which protests may occur after the Closing), and the Purchase Price shall be increased or decreased, as applicable, by the aggregate amount of such reapportionments; provided, however, if the net aggregate amount of such reapportionments relating is [****] or less, no adjustment shall be madeavailable. Any adjustment payments to be made pursuant to this Section 1.7 1.8 shall be treated as an adjustment to the Purchase Price for the Property to the extent permitted by law, and be made no later than [****] three (3) Business Days following the determination of the aggregate amount of the applicable Apportionments. Seller and Xxxxxxxxx Buyer agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 1.7. If 1.8 Notwithstanding the foregoing, Buyer shall be responsible for any additional or supplemental Taxes (including, for the avoidance of doubt, Taxes attributable to Pre-Closing Periods) that may result from a reassessment of the Timberlands (other than due to a failure of Seller to maintain the current use valuation of the Timberlands that has occurred or occurs on or after the establishment of a current use valuation and Purchaser cannot agree as prior to Apportionmentsthe Closing), and, to the extent caused by Buyer’s removing the Property from or failure of Buyer to timely apply for maintenance of, the dispute will be resolved Property’s present classification or changes subsequent to the Closing Date in use, (i) any potential roll-back or greenbelt type Taxes related to any agricultural, forest or open space exemption that is subject to recapture pursuant to Section 7.4. Purchaser applicable Law and Seller shall work together (ii) any recapture, reassessment, roll-back Taxes or changes in good faith to apportion any payments received by Seller under any agreements entered into after the Effective DateTax assessments.

Apportionments. Except as provided in Section 2.3, the (a) The following shall be apportioned and/or addressed between Seller and Purchaser and Seller at the Closing as of 11:59 p.m. of the Effective Time day preceding the Closing Date (on a per diem basisthe "Cut-Off Time"): (i) real Property Taxes, assessments billed together with Property Taxes, water charges, sewer rents and personal property taxes and assessments in respect vault charges, if any, on the basis of the Property with respect to the Tax period in fiscal years, respectively, for which the Effective Time occurssame have been assessed; (ii) revenue from charges and payments under the Real Property Leases, including hunting and other recreational lease revenueContracts or permitted renewals or replacements thereof assumed by Purchaser; (iii) all any prepaid items, including, without limitation, fees for Licenses which are transferred to Purchaser at the Closing and annual payments/revenues under permit and inspection fees; (iv) utilities, including, without limitation, telephone, steam, electricity and gas, on the basis of the most recently issued bills therefor, subject to adjustment after the Closing when the next bills are available, or if current meter readings are available, on the basis of such readings; (v) deposits with telephone and other utility companies, and any Assumed Contract other persons or Timberland Leases being entities who supply goods or services in connection with Property if same are assigned to Purchaser at the Closing, which shall be credited in their entirety to Seller; (vi) trade association dues and trade subscriptions, if any; and (vii) such other items as are applicable customarily apportioned between sellers and purchasers of real properties of a type similar to the year Property and located in the jurisdiction in which the Property is located. (b) If the Closing occursshall occur before a new Property Tax rate is fixed, as listed on Schedule 1.7(iii) the apportionment of Property Taxes at the Closing shall be prorated upon the basis of the old tax rate for the preceding fiscal year applied to the latest assessed valuation. (c) At Closing, Purchaser shall purchase all unopened food and beverage inventory from Seller at Seller's actual cost. (d) If as of the date of Closing; and (iv) all annual payments for mineral activities Closing Date the Property or payments received any part thereof shall be affected by Seller any assessment or assessments other than Property Taxes, which are attributable or may become payable in installments, but which are not included on the Property Tax xxxx, of which the first installment is a charge or lien, then (A) Seller shall be obligated to the year in pay all installments of any such assessment which Closing occurs are due and periods following the Closing Date; provided, however, (a) no advance payments or prepayments received by Seller for any year payable prior to the year of Closing shall be prorated except for any payments under any Assumed Contracts and advance payments or prepayments for mineral activities or surface damage payments received by Seller attributable to periods following the Closing Date, and (B) for the purposes of this Agreement, all the unpaid installments of any such assessment which are identified to become due and payable on Schedule 1.7(iii)(a) attached hereto, or after the Closing Date shall not be deemed to be liens upon Property and (b) Seller shall retain [****]. Seller shall assign and pay over to Purchaser all security and other deposits, if any, held by Seller under any Assumed Contracts. Subject to the limitations set forth in (iii) above, all other items of income and expense due under any Assumed Contracts payment thereof shall be prorated between assumed by Purchaser and Seller as without abatement of the Closing DatePurchase Price. If all applicable Tax rates have not been fixed or the value assessments have not been made and finally determined for the Timberlands for the applicable Tax periods in which the (e) Effective Time occurs or if all Apportionments are not known as of the Closing Date, then not later than [****] days Seller shall (or cause Manager to) terminate Seller's employer/employee relationship, if any, with all persons employed (the "Hotel Employees") at the Property (and wages of such employees working as of the Cut-Off Time will be prorated as of the end of their respective 8-hour shifts with all such wages before the Cut-Off Time for account of Seller and all wages from and after the date Cut-Off Time for account of Purchaser). As of the Closing Date, Purchaser will hire or will cause its manager to hire a sufficient number of the Hotel Employees to prevent from occurring an event requiring notice under the Worker Adjustment and Retraining Notification Act (29 U.S.C. 2101 et seq.) or similar state or local statutes, if any (collectively, "WARN"). Purchaser agrees to be responsible for and hereby indemnifies and agrees to hold Seller, Manager and their affiliates harmless from and against claims and liabilities arising from violations by Purchaser of its obligations hereunder that create any liability under WARN. (f) At Closing, Seller shall provide, or shall cause the Manager to provide, Purchaser with a schedule (the "Seller's Accounts Receivable Schedule") of all applicable Tax rates have been fixed guest room, food, beverage and other charges (including, without limitation, telephone and other items charged to transient guests, parking charges, revenues arising from telephone booths, coin-operated laundry equipment, vending machines and games, check rooms, and any and all other charges and revenues relating to goods and services provided by Seller or the value assessments have been made Manager in connection with Property) owing to Seller for services rendered and finally determined any payments due or payable or credits receivable with respect to the operation of Property for any period prior to the Closing Date (collectively "Seller's Accounts Receivable"). Purchaser shall purchase all of Seller's Accounts Receivable from Seller that are no older than fifteen (15) days past due at Closing. Purchaser shall use reasonable efforts to collect Seller's Accounts Receivable that were more than fifteen (15) days past due as of the Timberlands Closing Date on behalf of Seller (without any obligation on the part of Purchaser to (i) undertake litigation to collect such amounts due to Seller or (ii) expend funds), and Purchaser shall deliver to Seller, in accordance with this Section 1.4, any collected accounts receivable that belong to Seller. Purchaser's repayment obligations set forth in this Section shall survive Closing for the applicable tax periods in which the Effective Time occursa period of six (6) months. (g) All deposits or advances from guests or others on account of advance bookings or reservations, and prepaid commissions received by Seller (or the applicable Apportionments Manager) from credit and referral organizations, for periods from and after the Closing Date (collectively, the "Advance Booking Deposits") shall be turned over to Purchaser at Closing and Purchaser agrees to honor the bookings related thereto and related to the Hotel after Closing. (h) With respect to the following items, all such items accruing prior to 12:01 AM on the Closing Date shall belong to Seller, and all such items accruing from and after 12:01 AM on the Closing Date shall belong to Purchaser: (i) charges to transient guests for rooms, food, beverage, telephone and other charges (it being the intent that Seller retains the final night room revenue); (ii) revenues, if any, arising from telephone booths, vending machines (including coin-operated laundry equipment) and check rooms; and (iii) such other items as are known and determined, customarily treated in this manner upon the sale of similar hotel businesses (except as appropriateotherwise specifically provided herein). (i) As of the Cut-Off Time, Seller and Purchaser shall reapportion determine the Apportionments amount of all cash on hand money then held in connection with the operation of the hotel at Property for use as house banks, and all other cash, cash equivalents, deposits and accounts relating to the operation of the Hotel, whether in the possession of Seller or Manager, and (except as to Advance Booking Deposits) the aggregate amount thereof shall be purchased by Purchaser. (j) Subject to Purchaser's obligation pursuant to Section 1.4(c) above, Seller shall be responsible for payments of amounts owing to third parties in respect of inventory and supplies ordered by Seller in respect of the Property prior to the Closing Date to the extent such items have been delivered to the Property prior to the Closing Date. To the extent the same are delivered to the Property on or after the Closing Date, Purchaser acknowledging that Seller has instituted or mayshall be responsible for payment of the same. (k) Purchaser, at its optionPurchaser's sole expense, institute before shall be responsible for the Closing protests transfer or acquisition of certain Taxes pursuant to certain Assumed Contractsaccounts and licenses (including liquor licenses, if transferable) regarding the final resolution of which protests may occur after the Closing)Property, and the Purchase Price establishment of all utility services to the Property, in the name of Purchaser as of Closing. Such transfers or acquisitions shall not be a condition or requirement of Closing. (l) Purchaser shall be increased or decreasedcredited, in the form of a decrease in Purchase Price, an amount equal to the product of (i) the face value gift certificates sold, but not redeemed as applicable, by of the aggregate amount Closing times (ii) ninety percent (90%). (m) The provisions of such reapportionments; provided, however, if the net aggregate amount of such reapportionments relating is [****] or less, no adjustment shall be made. Any adjustment to be made pursuant to this Section 1.7 1.4 shall be made no later than [****] Business Days following survive the determination of the aggregate amount of the ApportionmentsClosing. Seller and Xxxxxxxxx agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 1.7. If Seller and Purchaser cannot agree as to Apportionments, the dispute will be resolved pursuant to Section 7.4. Purchaser and Seller shall work together in good faith to apportion any payments received by Seller under any agreements entered into after the Effective Date.ARTICLE 2

Apportionments. Except as provided in Section 2.3, the The following apportionments shall be apportioned made between Purchaser and Seller the parties at the Closing as of 11:59 pm local time at each Hotel on the Effective Time day immediately prior to the Closing Date (the “Apportionment Date”) based upon a 365 day year, such that all items of income and expense for the Hotels on a per diem basis): the Closing Date shall be for the account of Buyer, and the net amount thereof under this Article XIV shall be paid together with (iif such net amount is in Seller’s favor) or credited against (if such net amount is in Buyer’s favor) the Purchase Price payable at Closing: (a) all non-delinquent real and estate taxes, personal property taxes taxes, special assessments and assessments in respect vault charges, if any, on the basis of the Property with respect to the Tax fiscal period in for which the Effective Time occurs; (ii) revenue from the Real Property Leasesassessed, including hunting and other recreational lease revenue; (iii) all annual payments/revenues under any Assumed Contract or Timberland Leases being assigned to Purchaser at Closing, which are applicable to the year in which Closing occurs, as listed on Schedule 1.7(iii) shall be prorated as of the date of Closing; Apportionment Date between Seller and Buyer (iv) it being understood that all annual payments for mineral activities or payments received by Seller which are attributable Taxes relating to the year in which Closing occurs and periods following the Closing Date; provided, however, (a) no advance payments or prepayments received by Seller for any year period prior to the year of Closing Date which constitute exceptions to title which would be delinquent if unpaid at Closing are Mandatory Cure Items) giving effect the maximum discount allowed by law for early payment. If any assessments on any Hotel are payable in installments, then the installment for the current period shall be prorated except (with Buyer assuming the obligation to pay any installments due and payable with respect to the period after Closing Date and Buyer receiving a credit for any payments under any Assumed Contracts installments due and advance payments or prepayments for mineral activities or surface damage payments received by Seller attributable payable with respect to periods following the period prior to the Closing Date, Date which are identified on Schedule 1.7(iii)(a) attached hereto, and (b) Seller shall retain [****]. Seller shall assign and pay over to Purchaser all security and other deposits, if any, held by Seller under any Assumed Contracts. Subject to the limitations set forth in (iii) above, all other items of income and expense due under any Assumed Contracts shall be prorated between Purchaser and Seller as of the Closing Date. If all applicable Tax rates have not been fixed or the value assessments have not been made and finally determined for the Timberlands for the applicable Tax periods paid in which the Effective Time occurs or if all Apportionments are not known full as of Closing). If the Closing Dateamount of any of the foregoing taxes not ascertainable on the Closing, then not later than [****] the proration shall be based on the most recent available xxxx giving effect the maximum discount allowed by law for early payment and shall be re-prorated at the request of either party made within thirty (30) days after the date that all applicable Tax rates have been fixed or the value assessments have been made and finally determined with respect to all of the Timberlands for the applicable tax periods in which the Effective Time occurs, or the applicable Apportionments bills are known and determined, as appropriate, Seller and Purchaser shall reapportion the Apportionments (Purchaser acknowledging that Seller has instituted or may, at its option, institute before the Closing protests of certain Taxes pursuant to certain Assumed Contracts, the final resolution of which protests may occur after the Closing), and the Purchase Price shall be increased or decreased, as applicable, by the aggregate amount of such reapportionments; provided, however, if the net aggregate amount of such reapportionments relating is [****] or less, no adjustment shall be made. Any adjustment to be made pursuant to this Section 1.7 shall be made no later than [****] Business Days following the determination of the aggregate amount of the Apportionments. Seller and Xxxxxxxxx agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 1.7. If Seller and Purchaser cannot agree as to Apportionments, the dispute will be resolved pursuant to Section 7.4. Purchaser and Seller shall work together in good faith to apportion any payments received by Seller under any agreements entered into after the Effective Date.rendered;

Apportionments. Except as provided in Section 2.3Rents, additional rent, real estate -------------- taxes, personal property taxes, water, utilities, and benefits under any Employee Benefit Plan (including accrued vacation and holidays) (the following shall be apportioned between Purchaser and Seller as of "Expenses") to the Effective Time (on a per diem basis): extent constituting Agreed Prepaid Expenses that are (i) real and personal property taxes and assessments in respect of the Property with respect to the Tax period in which the Effective Time occurs; (ii) revenue from the Real Property Leasespaid by, including hunting and other recreational lease revenue; (iii) all annual payments/revenues under any Assumed Contract or Timberland Leases being assigned to Purchaser at Closingon behalf of, which are applicable to the year in which Closing occurs, as listed ABC on Schedule 1.7(iii) shall be prorated as of the date of Closing; and (iv) all annual payments for mineral activities or payments received by Seller which are attributable to the year in which Closing occurs and periods following the Closing Date; provided, however, (a) no advance payments or prepayments received by Seller for any year prior to the year of Closing shall be prorated except for Date and allocable, in whole or in part, to any payments under any Assumed Contracts and advance payments or prepayments for mineral activities or surface damage payments received by Seller attributable to periods period following the Closing Date, which are identified on Schedule 1.7(iii)(a) attached hereto, and (b) Seller shall retain [****]. Seller shall assign and pay over be credited to Purchaser all security and other deposits, if any, held by Seller under any Assumed Contracts. Subject ABC to the limitations set forth in extent so allocable, or (iiiii) aboveunpaid by, all other items or on behalf of income and expense due under any Assumed Contracts shall be prorated between Purchaser and Seller as of ABC on or prior to the Closing Date. If all applicable Tax rates have not been fixed Date and allocable, in whole or the value assessments have not been made and finally determined for the Timberlands for the applicable Tax periods in which the Effective Time occurs or if all Apportionments are not known as of part, to any period prior to the Closing Date, then shall be credited to Purchaser (the "Credited Liabilities"). In addition, to the extent that, in connection with the assignment of any real property leases by ABC to Purchaser at the Closing, security deposits paid thereunder by ABC are to remain in place on and after Closing, Purchaser shall reimburse ABC for such amounts at Closing. Schedule 1.5(b) hereto lists the categories of prepaid Expenses of ABC expected to exist as of Closing (the "Agreed Prepaid Expenses"). Except for Agreed Prepaid Expenses, no other Expenses shall be pro rated as provided above. The parties hereto shall make apportionments as provided above on the Closing Date and corresponding adjustments to the Purchase Price to the extent possible at that time. However, because a number of the Agreed Prepaid Expenses will not later than [****] be readily determinable until after the Closing Date, final apportionments cannot be made on that date. Therefore, at such time as ABC and Purchaser reasonably believe that all of the Agreed Prepaid Expenses are sufficiently determinable so that charges and credits may be finally allocated in the manner contemplated by this Section 1.5(b), ABC and Purchaser shall agree with respect to the allocation of the Agreed Prepaid Expenses and a further adjustment shall be made between the parties hereto. To the extent the net effect of such additional adjustment results in a credit to ABC, Purchaser shall promptly pay such additional amount to ABC (plus interest on such amount at the rate of 8% per annum from the Closing Date to the date of payment), which amount shall be an adjustment to the Purchase Price. To the extent such net effect results in a credit to Purchaser, ABC and the Shareholder shall be jointly and severally liable to promptly pay such additional amount to Purchaser (plus interest on such amount at the rate of 8% per annum from the Closing Date to the date of payment), which amount shall be an adjustment to the Purchase Price. In the event that either party gives the other written notice that a dispute exists with respect to the apportionment of Agreed Prepaid Expenses and such dispute is not resolved within 20 days after the date that all applicable Tax rates have been fixed or other party receives a copy of such notice of dispute, either party may submit such dispute to arbitration in Cleveland, Ohio for final resolution in accordance with the value assessments have been made and finally determined with respect to all commercial arbitration rules of the Timberlands for American Arbitration Association then in effect. The determination of such arbitrators shall be final and binding upon the applicable tax periods in which the Effective Time occurs, or the applicable Apportionments are known and determined, as appropriate, Seller and Purchaser shall reapportion the Apportionments (Purchaser acknowledging that Seller has instituted or may, at its option, institute before the Closing protests of certain Taxes pursuant to certain Assumed Contracts, the final resolution of which protests may occur after the Closing)parties hereto, and the Purchase Price fees of such arbitrators in connection with the determination shall be increased or decreased, as applicable, paid by the aggregate amount of such reapportionments; providedparty against whom the award was made, howeveror if a compromise was made, if the net aggregate amount of such reapportionments relating is [****] or less, no adjustment shall be made. Any adjustment to be made pursuant to this Section 1.7 shall be made no later than [****] Business Days following the determination of the aggregate amount of the Apportionments. Seller and Xxxxxxxxx agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 1.7. If Seller and Purchaser cannot agree as to Apportionments, the dispute will be resolved pursuant to Section 7.4. Purchaser and Seller shall work together in good faith to apportion any payments received by Seller under any agreements entered into after the Effective Dateshared equally.

Apportionments. (a) Except as provided in Section 2.3, the following shall be apportioned between Purchaser Pre-Closing and Seller as of the Effective Time Post-Closing Periods (on a per diem basis): (i) real rents due from Seller under Personal Property Leases and personal property taxes and assessments in respect of the Property with respect to the Tax period in which the Effective Time occursTimber Lease; (ii) Taxes (other than Income Taxes) and assessments arising or resulting from or in connection with the ownership of any of the Property, including without limitation all property Taxes; (iii) revenue from the Real Property Leases, including agricultural, grazing, hunting and other recreational lease revenue; (iiiiv) all annual payments/revenues under any Assumed Contract or Timberland Leases being assigned to Purchaser at Closing, which are applicable applying to the year period beginning at the Effective Time, made by Seller in which Closing occurs, as listed on Schedule 1.7(iii) shall be prorated as respect of the date of Closingany Personal Property Lease or Assumed Contract; and (ivv) all annual payments for mineral activities or payments received by Seller which are attributable utilities provided to the year in which Closing occurs and periods following the Closing Date; providedCombined Real Property (if any) (collectively, however, (a) no advance payments or prepayments received by Seller for any year prior “Apportionments”). Prior to the year of Closing shall be prorated except for any payments under any Assumed Contracts and advance payments or prepayments for mineral activities or surface damage payments received by Seller attributable to periods following the Closing Date, which are identified on Schedule 1.7(iii)(a) attached heretoSeller and Buyer shall determine the Apportionments, and payment shall be made in cash by Buyer to Seller (bif the Apportionments result in a net credit to Seller) Seller shall retain [****]. Seller shall assign and pay over to Purchaser all security and other deposits, if any, held or by Seller under any Assumed Contractsto Buyer (if the Apportionments result in a net credit to Buyer). Subject to If the limitations set forth in (iii) aboveactual amount of Apportionment item is not known at such time, all other items the determination of income and expense due under any Assumed Contracts such Apportionment shall be prorated between Purchaser completed (and Seller as of the Closing Date. If all applicable Tax rates have not been fixed or the value assessments have not been made and finally determined for the Timberlands for the applicable Tax periods in which the Effective Time occurs or if all Apportionments any associated payments made) when actual figures are not known as of the Closing Date, then not later than [****] days after the date that all applicable Tax rates have been fixed or the value assessments have been made and finally determined with respect to all of the Timberlands for the applicable tax periods in which the Effective Time occurs, or the applicable Apportionments are known and determined, as appropriate, Seller and Purchaser shall reapportion the Apportionments (Purchaser acknowledging that Seller has instituted or may, at its option, institute before the Closing protests of certain Taxes pursuant to certain Assumed Contracts, the final resolution of which protests may occur after the Closing), and the Purchase Price shall be increased or decreased, as applicable, by the aggregate amount of such reapportionments; provided, however, if the net aggregate amount of such reapportionments relating is [****] or less, no adjustment shall be madeavailable. Any adjustment payments to be made pursuant to this Section 1.7 1.8 shall be treated as an adjustment to the Purchase Price for the Property to the extent permitted by law, and be made no later than [****] three (3) Business Days following the determination of the aggregate amount of the applicable Apportionments. Seller and Xxxxxxxxx Buyer agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 1.7. If 1.8 Notwithstanding the foregoing, Buyer shall be responsible for any additional or supplemental Taxes (including, for the avoidance of doubt, Taxes attributable to Pre-Closing Periods) that may result from a reassessment of the Combined Real Property (other than due to a failure of Seller to maintain the current use valuation of any of the Combined Real Property that has occurred or occurs on or after the establishment of a current use valuation and Purchaser cannot agree as prior to Apportionmentsthe Closing), and, to the extent caused by Buyer's removing the Property from, or failure of Buyer to timely apply for maintenance of, the dispute will be resolved Property's present classification or changes subsequent to the Closing Date in use, (i) any potential roll-back or greenbelt type Taxes related to any agricultural, forest or open space exemption that is subject to recapture pursuant to Section 7.4. Purchaser applicable Law and Seller shall work together (ii) any recapture, reassessment, roll-back Taxes or changes in good faith to apportion any payments received by Seller under any agreements entered into after the Effective DateTax assessments.

Apportionments. Except as provided in Section 2.33.4, Purchaser will bear all expenses which are incurred in respect of the following Purchased Assets after the Closing Date and Purchaser will receive all proceeds in respect of the Purchased Assets attributable to the period after the Closing Date, and Seller will bear all expenses which are incurred in respect of the Purchased Assets before the Closing Date and Seller will receive all proceeds collectible in respect of the Purchased Assets attributable to the period prior to the Closing Date (regardless of whether such proceeds are received or whether such expenses are paid prior to or after the Closing Date), provided that (a) for timber that is delivered after Closing, all revenue shall go to Purchaser, and Purchaser shall be apportioned between Purchaser responsible for reporting and Seller as of the Effective Time paying severance taxes with respect to such timber, and (on a per diem basis): (ib) real and personal property taxes Taxes, ad valorem Taxes and other non-Income Taxes and assessments imposed on a periodic basis, in respect of the Property each case with respect to the Tax period in which the Effective Time occurs; (ii) revenue from the Real Property Leases, including hunting and other recreational lease revenue; (iii) all annual payments/revenues under any Assumed Contract or Timberland Leases being assigned to Purchaser at Closing, which are applicable to the year in which Closing Date occurs, as listed will be apportioned on Schedule 1.7(iii) shall be prorated as of the date of Closing; a per diem basis on and (iv) all annual payments for mineral activities or payments received by Seller which are attributable to the year in which Closing occurs and periods following the Closing Date; provided, however, (a) no advance payments or prepayments received by Seller for any year prior to the year of Closing shall be prorated except for any payments under any Assumed Contracts and advance payments or prepayments for mineral activities or surface damage payments received by Seller attributable to periods following the Closing Date, which are identified on Schedule 1.7(iii)(a) attached hereto, and (b) Seller shall retain [****]. Seller shall assign and pay over to Purchaser all security and other deposits, if any, held by Seller under any Assumed Contracts. Subject to the limitations set forth in (iii) above, all other items of income and expense due under any Assumed Contracts shall be prorated between Purchaser and Seller as of the Closing DateDate (the “Apportionments”). If all the Closing Date occurs before the applicable Tax rates have not been fixed or the value assessments have not been made and finally determined for the Timberlands is assessed for the applicable Tax periods period, then real and personal property Taxes, ad valorem Taxes and other non-Income Taxes and assessments imposed on a periodic basis shall be apportioned on the basis of the Tax assessed for the immediately preceding Tax period. Assessments imposed on a non-periodic basis in which respect of the Effective Time occurs or if all Purchased Assets prior to Closing shall be borne by Seller. Assessments imposed on a non-periodic basis in respect of the Purchased Assets after Closing shall be borne by Purchaser. Seller and Purchaser shall determine the Apportionments are not known and amounts pre-paid for timber to be delivered after Closing as of the Closing Date, then not later than [****] days after the date that all applicable Tax rates have been fixed or the value assessments have been made and finally determined with respect to all of the Timberlands for the applicable tax periods in which the Effective Time occurs, or the applicable Apportionments are known and determined, as appropriate, Seller and Purchaser shall reapportion the Apportionments (Purchaser acknowledging that Seller has instituted or may, at its option, institute before the Closing protests of certain Taxes pursuant to certain Assumed Contracts, the final resolution of which protests may occur after the Closing), Date and the Purchase Price shall be increased or decreasedreduced, as applicable, by the aggregate amount of such reapportionments; provided, however, if the net aggregate amount of such reapportionments relating is [****] or less, no adjustment shall be made. Any adjustment to be made pursuant to this Section 1.7 shall be made no later than [****] Business Days following the determination of the aggregate amount of the ApportionmentsApportionments and pre-paid timber volumes. Seller and Xxxxxxxxx Purchaser agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment apportionment calculations made pursuant to this Section 1.72.3. Purchaser agrees that it shall be solely responsible for all real and personal property Taxes, ad valorem Taxes, and other non-Income Taxes and assessments due and payable in respect of the Purchased Assets for Tax periods, the first day of which is after the Tax period in which the Closing occurs. If Purchaser and Seller and Purchaser cannot agree as to Apportionments, the dispute will be resolved pursuant to Section 7.4. Purchaser and Seller shall work together in good faith to apportion any payments received by Seller under any agreements entered into after the Effective Date8.5.

Apportionments. Except as provided in Section 2.3Rents, additional rent, real -------------- estate taxes, personal property taxes, water, utilities, and benefits under any Employee Benefit Plan (including accrued vacation and holidays) (the following shall be apportioned between Purchaser and Seller as of "Expenses") to the Effective Time (on a per diem basis): extent constituting Agreed Prepaid Expenses that are (i) real and personal property taxes and assessments in respect of the Property with respect to the Tax period in which the Effective Time occurs; (ii) revenue from the Real Property Leasespaid by, including hunting and other recreational lease revenue; (iii) all annual payments/revenues under any Assumed Contract or Timberland Leases being assigned to Purchaser at Closingon behalf of, which are applicable to the year in which Closing occurs, as listed CND on Schedule 1.7(iii) shall be prorated as of the date of Closing; and (iv) all annual payments for mineral activities or payments received by Seller which are attributable to the year in which Closing occurs and periods following the Closing Date; provided, however, (a) no advance payments or prepayments received by Seller for any year prior to the year of Closing shall be prorated except for Date and allocable, in whole or in part, to any payments under any Assumed Contracts and advance payments or prepayments for mineral activities or surface damage payments received by Seller attributable to periods period following the Closing Date, which are identified on Schedule 1.7(iii)(a) attached hereto, and (b) Seller shall retain [****]. Seller shall assign and pay over be credited to Purchaser all security and other deposits, if any, held by Seller under any Assumed Contracts. Subject CND to the limitations set forth in extent so allocable, or (iiiii) aboveunpaid by, all other items or on behalf of income and expense due under any Assumed Contracts shall be prorated between Purchaser and Seller as of CND on or prior to the Closing Date. If all applicable Tax rates have not been fixed Date and allocable, in whole or the value assessments have not been made and finally determined for the Timberlands for the applicable Tax periods in which the Effective Time occurs or if all Apportionments are not known as of part, to any period prior to the Closing Date, then shall be credited to Purchaser (the "Credited Liabilities"). In addition, to the extent that, in connection with the assignment of any real property leases by CND to Purchaser at the Closing, security deposits paid thereunder by CND are to remain in place on and after Closing, Purchaser shall reimburse CND for such amounts at Closing. Schedule 1.5(b) hereto lists the categories of prepaid Expenses of CND expected to exist as of Closing (the "Agreed Prepaid Expenses"). Except for Agreed Prepaid Expenses, no other Expenses shall be pro rated as provided above. The parties hereto shall make apportionments as provided above on the Closing Date and corresponding adjustments to the Purchase Price to the extent possible at that time. However, because a number of the Agreed Prepaid Expenses will not later than [****] be readily determinable until after the Closing Date, final apportionments cannot be made on that date. Therefore, at such time as CND and Purchaser reasonably believe that all of the Agreed Prepaid Expenses are sufficiently determinable so that charges and credits may be finally allocated in the manner contemplated by this Section 1.5(b), CND and Purchaser shall agree with respect to the allocation of the Agreed Prepaid Expenses and a further adjustment shall be made between the parties hereto. To the extent the net effect of such additional adjustment results in a credit to CND, Purchaser shall promptly pay such additional amount to CND (plus interest on such amount at the rate of eight percent (8%) per annum from the Closing Date to the date of payment), which amount shall be an adjustment to the Purchase Price. To the extent such net effect results in a credit to Purchaser, CND and the Shareholders shall be jointly and severally liable to promptly pay such additional amount to Purchaser (plus interest on such amount at the rate of eight percent (8%) per annum from the Closing Date to the date of payment), which amount shall be an adjustment to the Purchase Price and shall not count against the Liability Cap. In the event that either party gives the other written notice that a dispute exists with respect to the apportionment of Agreed Prepaid Expenses and such dispute is not resolved within twenty (20) days after the date that all applicable Tax rates have been fixed or other party receives a copy of such notice of dispute, either party may submit such dispute to arbitration in the value assessments have been made and finally determined San Francisco, California metropolitan area for final resolution in accordance with respect to all the commercial arbitration rules of the Timberlands for American Arbitration Association then in effect. The determination of such arbitrators shall be final and binding upon the applicable tax periods in which the Effective Time occurs, or the applicable Apportionments are known and determined, as appropriate, Seller and Purchaser shall reapportion the Apportionments (Purchaser acknowledging that Seller has instituted or may, at its option, institute before the Closing protests of certain Taxes pursuant to certain Assumed Contracts, the final resolution of which protests may occur after the Closing)parties hereto, and the Purchase Price fees of such arbitrators in connection with the determination shall be increased or decreased, as applicable, paid by the aggregate amount of such reapportionments; providedparty against whom the award was made, howeveror if a compromise was made, if the net aggregate amount of such reapportionments relating is [****] or less, no adjustment shall be made. Any adjustment to be made pursuant to this Section 1.7 shall be made no later than [****] Business Days following the determination of the aggregate amount of the Apportionments. Seller and Xxxxxxxxx agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 1.7. If Seller and Purchaser cannot agree as to Apportionments, the dispute will be resolved pursuant to Section 7.4. Purchaser and Seller shall work together in good faith to apportion any payments received by Seller under any agreements entered into after the Effective Dateshared equally.

Apportionments. Except as provided in Section 2.3Representatives of the Purchaser and the Seller shall make and perform any and all of the adjustments and apportionments which are appropriate and usual for a transaction of this nature, taking into account the following applicable provisions of the Leases and this Agreement. The adjustments hereunder shall be apportioned between Purchaser calculated or paid in an amount based upon a fair and Seller as reasonable estimated accounting performed and agreed to by representatives of the Effective Time Seller and the Purchaser at the applicable Closing. Subsequent final adjustments and payments shall be made in cash or other immediately available funds as soon as practicable after the Closing Date, and in any event within ninety (on a per diem basis): (i90) real and personal property taxes and assessments in respect days after such Closing Date, based upon an agreed accounting performed by representatives of the Property Seller and the Purchaser. In the event the parties have not agreed with respect to the Tax period in which the Effective Time occurs; (ii) revenue from the Real Property Leases, including hunting and other recreational lease revenue; (iii) all annual payments/revenues under any Assumed Contract or Timberland Leases being assigned to Purchaser at Closing, which are applicable to the year in which Closing occurs, as listed on Schedule 1.7(iii) shall be prorated as of the date of Closing; and (iv) all annual payments for mineral activities or payments received by Seller which are attributable to the year in which Closing occurs and periods following the Closing Date; provided, however, (a) no advance payments or prepayments received by Seller for any year prior to the year of Closing shall be prorated except for any payments under any Assumed Contracts and advance payments or prepayments for mineral activities or surface damage payments received by Seller attributable to periods following the Closing Date, which are identified on Schedule 1.7(iii)(a) attached hereto, and (b) Seller shall retain [****]. Seller shall assign and pay over to Purchaser all security and other deposits, if any, held by Seller under any Assumed Contracts. Subject to the limitations set forth in (iii) above, all other items of income and expense due under any Assumed Contracts shall be prorated between Purchaser and Seller as of the Closing Date. If all applicable Tax rates have not been fixed or the value assessments have not been made and finally determined for the Timberlands for the applicable Tax periods in which the Effective Time occurs or if all Apportionments are not known as of the Closing Date, then not later than [****] days after the date that all applicable Tax rates have been fixed or the value assessments have been made and finally determined with respect to all of the Timberlands for the applicable tax periods in which the Effective Time occurs, or the applicable Apportionments are known and determined, as appropriate, Seller and Purchaser shall reapportion the Apportionments (Purchaser acknowledging that Seller has instituted or may, at its option, institute before the Closing protests of certain Taxes pursuant to certain Assumed Contracts, the final resolution of which protests may occur after the Closing), and the Purchase Price shall be increased or decreased, as applicable, by the aggregate amount of such reapportionments; provided, however, if the net aggregate amount of such reapportionments relating is [****] or less, no adjustment shall be made. Any adjustment adjustments required to be made pursuant to this Section 1.7 9.1 within such ninety-day period, upon application by either party, a certified public accountant reasonably acceptable to the Purchaser and the Seller shall determine any such adjustments which have not theretofore been agreed to between the Seller and the Purchaser. The charges of such accountant shall be made no later than [****] Business Days following borne fifty percent (50%) by the determination of Seller and fifty percent (50%) by the aggregate amount of the ApportionmentsPurchaser. Seller and Xxxxxxxxx Purchaser acknowledge and agree to furnish each that Purchaser, in acquiring the Ownership Interests in an Owner hereunder, is acquiring the Assets owned by such Owner at the time of Closing and the Lease for the Real Property comprising a part of those Assets, and that any and all other with such documents and other records as may be reasonably requested assets, including without limitation, cash on hand or in order to confirm all Apportionment calculations made pursuant to this Section 1.7. If Seller and Purchaser cannot agree as to Apportionmentsaccounts in excess of Owner's liabilities, the dispute will be resolved pursuant distributed to Section 7.4. Purchaser and/or retained by, and Seller shall work together in good faith to apportion any payments received by Seller under any agreements entered into after be the Effective Dateproperty of, Seller.

Apportionments. Except as provided If any of the items subject to apportionment under Sections 7.2 cannot be apportioned at the Close of Escrow because of the unavailability of the information necessary to compute such apportionment, or if any errors or omissions in Section 2.3computing apportionments at the Closing are discovered subsequent to the Closing, the following then such item shall be apportioned between Purchaser reapportioned and Seller such errors and omissions corrected as soon as practicable after the Closing Date and the proper party reimbursed, which obligation shall survive the Closing for a period of one year ending on the first anniversary of the Effective Time (on Closing Date as hereinafter provided. Neither party hereto shall have the right to require a per diem basis): (i) real and personal property taxes and assessments recomputation of a Closing apportionment or a correction of an error or omission in respect a Closing apportionment unless within the aforestated one year period one of the Property with respect to the Tax period in which the Effective Time occurs; (ii) revenue from the Real Property Leases, including hunting and other recreational lease revenue; (iii) all annual payments/revenues under any Assumed Contract or Timberland Leases being assigned to Purchaser at Closing, which are applicable to the year in which Closing occurs, as listed on Schedule 1.7(iii) shall be prorated as of the date of Closing; and (iv) all annual payments for mineral activities or payments received by Seller which are attributable to the year in which Closing occurs and periods following the Closing Date; provided, however, parties hereto (a) no advance payments has obtained the previously unavailable information or prepayments received by Seller for any year prior to has discovered the year of Closing shall be prorated except for any payments under any Assumed Contracts and advance payments error or prepayments for mineral activities or surface damage payments received by Seller attributable to periods following the Closing Date, which are identified on Schedule 1.7(iii)(a) attached heretoomission, and (b) Seller shall retain [****]. Seller shall assign and pay over to Purchaser all security and other deposits, if any, held by Seller under any Assumed Contracts. Subject has given notice thereof to the limitations set forth other party together with a copy of its good faith recomputation of the apportionment and copies of all substantiating information used in (iii) above, all other items such recomputation. The failure of income a party to obtain any previously unavailable information or discover an error or omission with respect to an item subject to apportionment hereunder and expense due under any Assumed Contracts to give notice thereof as provided above within the first anniversary of the Closing Date shall be prorated between Purchaser and Seller as deemed a waiver of its right to cause a recomputation or a correction of an error or omission with respect to such item after the Closing Date. Notwithstanding the foregoing, with respect to Reconciliation Rents for fiscal year 2005 if Purchasers believe in good faith that Sellers owe Purchasers for the Reconciliation Rents for fiscal year 2005, then (i) Purchasers shall, not less than five business days prior to the first anniversary of the Closing Date, provide Sellers with a good faith estimate of the Reconciliation Rents for fiscal year 2005 with copies of all substantiating documentation and information used in calculating such estimate (the “Reconciliation Estimate”), (ii) Sellers shall prior to the first anniversary of the Closing Date advise Purchasers if Sellers agree or dispute the Reconciliation Estimate and (iii) if Sellers and Purchasers are unable to agree upon the Reconciliation Estimate, then such Reconciliation Estimate shall be determined by arbitration in accordance with Paragraph 7 of the Escrow Agreement. Once the Reconciliation Estimate has either been agreed upon by Sellers and Purchasers or determined by arbitration (as the case may be), then, if pursuant to the Reconciliation Estimate Sellers owe Purchasers for the Reconciliation Rents for fiscal year 2005, Sellers shall, within five business days after the Reconciliation Estimate has been agreed upon or determined (as the case may be), authorize Escrow Agent to disburse from the Post Closing Funds any sums owed to Purchasers. If all applicable Tax rates have not been fixed or Purchasers fail to provide Sellers with the value assessments have not been made and finally determined for Reconciliation Estimate prior to the Timberlands for date that is five business days prior to the applicable Tax periods in which the Effective Time occurs or if all Apportionments are not known as first anniversary of the Closing Date, then not later than [****] days after the date that all applicable Tax rates Purchasers shall be deemed to have been fixed or the value assessments have been made and finally determined with respect waived its right to all of the Timberlands collect any Reconciliation Rents owed by Sellers for fiscal year 2005. If Purchasers owe Sellers for the applicable tax periods in which Reconciliation Rents for fiscal year 2005, then Purchasers shall (i) cause Owners to timely calculate the Effective Time occursReconciliation Rents for fiscal year 2005 and timely xxxx the tenants under the Leases for any Reconciliation Rents due, or (ii) cause Owners to use commercially reasonable efforts to attempt to collect any Reconciliation Rents for fiscal year 2005 that are due and payable under the applicable Apportionments are known and determined, as appropriate, Seller and Purchaser shall reapportion the Apportionments Leases (Purchaser acknowledging that Seller has instituted or may, at its option, institute before the Closing protests of certain Taxes pursuant to certain Assumed Contracts, the final resolution of which protests may occur after the Closing), and the Purchase Price shall be increased or decreased, as applicable, by the aggregate amount of such reapportionments; provided, however, that Purchasers shall have no obligation hereunder to cause Owners to commence any action or proceeding to collect such Delinquent Rent or to evict any tenant (by summary proceedings or otherwise) and (iii) provide Sellers with a final statement setting forth the Reconciliation Rents for fiscal year 2005 in a timely manner on the basis of amounts actually collected by Sellers (the “Reconciliation Statement”) with any apportionment of the Reconciliation Rents being calculated on the basis of the amounts as finally determined to be owing under the Leases and as finally collected by Purchasers. Sellers shall within sixty days after they receive the Reconciliation Statement advise Purchasers if Sellers agree or dispute the net aggregate amount of Reconciliation Statement and if Sellers and Purchasers are unable to agree upon the Reconciliation Statement, then such reapportionments relating is [****] or less, no adjustment Reconciliation Statement shall be madedetermined by arbitration in accordance with Paragraph 7 of the Escrow Agreement. Any adjustment to be made Once the Reconciliation Statement has either been agreed upon by Sellers and Purchasers or determined by arbitration (as the case may be), then, if pursuant to this Section 1.7 shall be made no later than [****] Business Days following the determination of Reconciliation Statement Purchasers owe Sellers for the aggregate amount of the Apportionments. Seller and Xxxxxxxxx agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 1.7. If Seller and Purchaser cannot agree as to ApportionmentsReconciliation Rents for fiscal year 2005, the dispute will be resolved pursuant to Section 7.4. Purchaser and Seller shall work together in good faith to apportion any payments received by Seller under any agreements entered into Purchasers shall, within five business days after the Effective Date.Reconciliation Statement has been agreed upon or determined (as the case may be), pay any sums

Apportionments. Except as provided in Section 2.33.4, the following shall be apportioned between Purchaser the Buying Parties, on one hand, and Seller Seller, on the other hand, as of the Effective Time (on a per diem basis): (i) real rents due from Seller under the Timberland Leases, Real Property Leases or Personal Property Leases; (ii) property and personal property taxes other non-Income Taxes and assessments in respect of the Purchased Assets and any Timberland Leases or Real Property Leases for which Seller has the obligation to pay property or other non-Income Taxes and assessments (including property or other non-Income Taxes and assessments, if any, payable in respect of the Timber LLC Assets), in each case, with respect to the Tax period in which the Effective Time occurs; (iiiii) revenue from the Real Property Leases, including including, without limitation, hunting and other recreational lease revenue; (iii) all annual payments/revenues under any Assumed Contract or Timberland Leases being assigned to Purchaser at Closing, which are applicable to the year in which Closing occurs, as listed on Schedule 1.7(iii) shall be prorated as of the date of Closing; and (iv) all annual payments for mineral activities or payments received payments, applying to the period beginning at the Effective Time, made by Seller which are attributable to in respect of any Timberland Lease, Real Property Lease, Personal Property Lease or Purchased Contract (collectively, “Apportionments”). Not later than 60 days after the year in which Closing occurs and periods following the Closing Date; provided, however, (a) no advance payments or prepayments received by Seller for any year prior to the year of Closing shall be prorated except for any payments under any Assumed Contracts and advance payments or prepayments for mineral activities or surface damage payments received by Seller attributable to periods following the Closing Date, which are identified on Schedule 1.7(iii)(a) attached hereto, and (b) Seller shall retain [****]. Seller shall assign and pay over to Purchaser all security and other deposits, if any, held by Seller under any Assumed Contracts. Subject to the limitations set forth in (iii) above, all other items of income and expense due under any Assumed Contracts shall be prorated between Purchaser and Seller as later of the Closing Date. If all applicable Tax rates have not been fixed Date or the value assessments have not been made and finally determined for the Timberlands for the applicable Tax periods in which the Effective Time occurs or if all Apportionments are not known as of the Closing Date, then not later than [****] days after the date that all the applicable Tax rates have been fixed or the value assessments have been made and finally determined with respect to all of the Timberlands for the applicable tax Tax periods in which the Effective Time occurs, or the applicable Apportionments are known and determined, as appropriate, Seller and Purchaser Parent shall reapportion determine the Apportionments (Purchaser acknowledging that Seller has instituted or may, at its option, institute before the Closing protests of certain Taxes pursuant to certain Assumed Contracts, the final resolution of which protests may occur after the Closing)Apportionments, and the Closing Purchase Price shall be increased or decreased, as applicable, by the aggregate amount of such reapportionments; provided, however, if the net aggregate amount of such reapportionments relating is [****] or less, no adjustment shall be madeApportionments. Any adjustment payment to be made pursuant to this Section 1.7 2.4 shall be made no later than [****] Business Days three business days following the determination of the aggregate amount of the ApportionmentsApportionments by wire transfer of immediately available funds to a bank account designated by the payee. Seller and Xxxxxxxxx Parent agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 1.72.4. Except for the estimated adjustment set forth above, there shall not be any proration of property Taxes or other non-Income Taxes and assessments and, as between the Buying Parties and Seller, the Buying Parties agree that they shall be solely responsible for all such property Taxes and other non-Income Taxes and assessments due and payable in respect of the Purchased Assets after the Closing. If Seller and Purchaser Parent cannot agree as to Apportionments, the dispute will be resolved pursuant to Section 7.4. Purchaser and Seller shall work together in good faith to apportion any payments received by Seller under any agreements entered into after the Effective Date9.5.

Apportionments. Except as provided in Section 2.3(a) Minimum and additional rents from the Tenant under the Lease, the following Surviving Agreements, operating expenses and other apportionable income and expenses paid or payable by Seller shall be apportioned between Purchaser and Seller as of the Effective Time (pro rata on a per diem basis): (i) real and personal property taxes and assessments in respect of the Property with respect to the Tax period in which the Effective Time occurs; (ii) revenue from the Real Property Leases, including hunting and other recreational lease revenue; (iii) all annual payments/revenues under any Assumed Contract or Timberland Leases being assigned to Purchaser at Closing, which are applicable to the year in which Closing occurs, as listed on Schedule 1.7(iii) shall be prorated an actual basis as of the date of Closing; Settlement. Taxes, and additional rent paid on account thereof (iv) all annual payments for mineral activities or payments received by Seller which are attributable to the extent not paid directly by Tenant to the taxing authority) shall be apportioned based on the fiscal year of the taxing authority. All utilities consumed at the Property are paid by the Tenant directly to the applicable utility provider and will not be apportioned at Settlement. Each party shall separately reconcile with the Tenant the amounts paid or payable on account of operating expenses incurred by such party during its period of ownership in accordance with the terms of the Lease. If the Tenant objects to reconciling separately with Seller for operating expenses for the calendar year in which Closing Settlement occurs and periods following the Closing Date; provided, however, (a) no advance payments or prepayments received by Seller for any year prior to the year of Closing shall be prorated except for any payments under any Assumed Contracts and advance payments or prepayments for mineral activities or surface damage payments received by Seller attributable to periods following the Closing Date, which are identified on Schedule 1.7(iii)(a) attached hereto, and (b) Seller shall retain [****]. Seller shall assign and pay over to Purchaser all security and other deposits, if any, held by Seller under any Assumed Contracts. Subject to the limitations set forth in (iii) above, all other items of income and expense due under any Assumed Contracts shall be prorated between Purchaser and Seller as of the Closing Date. If all applicable Tax rates have not been fixed or the value assessments have not been made and finally determined for the Timberlands for the applicable Tax periods in which the Effective Time occurs or if all Apportionments are not known as of the Closing Date, then not later than [****] days after the date that all applicable Tax rates have been fixed or the value assessments have been made and finally determined with respect to all Seller's period of ownership, Buyer and Seller agree to cooperate in a combined year-end reconciliation with such Tenant in a manner reasonably acceptable to Buyer and Seller. Any amounts that may be due Seller as a result of such year-end reconciliations shall be paid by Buyer to Seller promptly after Buyer collects such amounts from the Tenant. Seller hereby agrees to indemnify Buyer for any refund owing to Tenant under the Lease for the period of Seller's ownership as a result of such year-end reconciliation or as a result of Tenant's audit and inspection rights under Section 7(a) of the Timberlands Lease. If Settlement occurs on a day other than the first of the month, expenses for the applicable tax periods month in which the Effective Time occurs, or the applicable Apportionments are known and determined, as appropriate, Seller and Purchaser shall reapportion the Apportionments (Purchaser acknowledging that Seller has instituted or may, at its option, institute before the Closing protests of certain Taxes pursuant to certain Assumed Contracts, the final resolution of which protests may occur after the Closing), and the Purchase Price Settlement occurs shall be increased or decreased, as applicable, by the aggregate amount of such reapportionments; provided, however, if the net aggregate amount of such reapportionments relating is [****] or less, no adjustment shall be made. Any adjustment to be made pursuant to this Section 1.7 shall be made no later than [****] Business Days following the determination of the aggregate amount of the Apportionments. Seller and Xxxxxxxxx agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 1.7. If Seller and Purchaser cannot agree as to Apportionments, the dispute will be resolved pursuant to Section 7.4. Purchaser and Seller shall work together in good faith to apportion any payments received by Seller under any agreements entered into after the Effective Dateapportioned on a per diem bases.

Apportionments. Except as provided in Section 2.3, the following shall be apportioned between Purchaser and Seller as of the Effective Time (on a per diem basis): ) with the Closing Date allocated to Purchaser: (i) real property and personal property taxes other non-Income Taxes and assessments in respect of the Property with respect to the Tax period in which the Effective Time occurs; (ii) revenue from the Real Property Leases, if any, including hunting and other recreational lease revenue; and (iii) all annual payments/revenues under payments made or received, applying to the period beginning at the Effective Time, by Seller in respect of any Assumed Contract or Timberland Leases being (collectively, “Apportionments”). At Closing, all deposits under the Real Property Leases, if any, shall be assigned to Purchaser at Closing, which are applicable to or credited against the year in which Closing occurs, as listed on Schedule 1.7(iiiPurchase Price. Not later than sixty (60) shall be prorated as of the date of Closing; and (iv) all annual payments for mineral activities or payments received by Seller which are attributable to the year in which Closing occurs and periods following the Closing Date; provided, however, (a) no advance payments or prepayments received by Seller for any year prior to the year of Closing shall be prorated except for any payments under any Assumed Contracts and advance payments or prepayments for mineral activities or surface damage payments received by Seller attributable to periods following days after the Closing Date, which are identified on Schedule 1.7(iii)(a) attached heretoSeller and Purchaser shall determine the Apportionments, and (b) Seller shall retain [****]. Seller shall assign and pay over to Purchaser all security and other deposits, if any, held by Seller under any Assumed Contracts. Subject to the limitations set forth in (iii) above, all other items of income and expense due under any Assumed Contracts Pre-Adjustment Purchase Price shall be prorated between Purchaser and Seller increased or decreased, as applicable, by the aggregate amount of the Closing Date. If all such Apportionments, except where any applicable Tax rates have not been fixed or the value assessments have not been made and finally determined for with respect to all of the Timberlands for the applicable Tax periods in which the Effective Time occurs or if all Apportionments are not known as of the Closing Date, then not later than [****] days after the date that all applicable Tax rates have been fixed or the value assessments have been made and finally determined with respect to all of the Timberlands for the applicable tax periods in which the Effective Time occurs, or the applicable Apportionments are known and determined, as appropriate, Seller and Purchaser shall reapportion the Apportionments (Purchaser acknowledging that Seller has instituted or may, at its option, institute before the Closing protests of certain Taxes pursuant to certain Assumed Contracts, the final resolution of which protests may occur after the Closing), and in which case the Purchase Price shall Apportionments will be increased or decreased, as applicable, by completed promptly after resolution of the aggregate amount of such reapportionments; provided, however, if the net aggregate amount of such reapportionments relating is [****] or less, no adjustment shall be madeapplicable issues. Any adjustment and payment to be made pursuant to this Section 1.7 shall be made no later than [****] three (3) Business Days following the determination of the aggregate amount of the Apportionments. Seller and Xxxxxxxxx Purchaser agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 1.7. Except for the adjustment set forth above, there shall not be any proration of property Taxes or other non-Income Taxes and assessments and, as between Purchaser and Seller, Purchaser agrees that Purchaser shall be solely responsible for all such property Taxes and other non-Income Taxes and assessments due and payable in respect of the Property after the Closing. If Seller and Purchaser cannot agree as to Apportionments, the dispute will be resolved pursuant to Section 7.4. Purchaser The provisions of this Section 1.7 shall survive Closing and Seller shall work together in good faith to apportion any payments received by Seller under any agreements entered into after the Effective Dateexecution and delivery of the Deeds.