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