Common use of Tax Appeals Clause in Contracts

Tax Appeals. Purchaser acknowledges that certain of the Sellers, as identified on the Seller Information Schedule (the “Tax Appeal Sellers”) have filed appeals (each, an “Appeal”) with respect to real estate ad valorem or other similar property taxes applicable to the Tax Appeal Properties (the “Property Taxes”). (a) If such Appeal relates to any Tax Year (defined below) prior to the Tax Year in which the Closing occurs, each Tax Appeal Seller shall be entitled, in such Tax Appeal Seller’s sole discretion, to continue to pursue such Appeal after the Closing Date, and, in the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to any such prior Tax Year, each Tax Appeal Seller shall be entitled to the full amount of any rebate, refund or reduction (collectively, a “Refund”) resulting from the Appeal. No Tax Appeal Seller shall be obligated to continue to pursue any Appeal with respect to the applicable Tax Appeal Property, including, without limitation, any Appeal that relates to a Tax Year during or after the Tax Year in which Closing occurs. (b) If such Appeal relates to the Tax Year in which Closing occurs, then Purchaser shall be entitled to take over and continue such Appeal from and after Closing, at Purchaser’s sole discretion and cost and expense, to reasonably process the Appeal to conclusion with the applicable taxing authority (including any further appeals which Purchaser deems reasonable to pursue). In the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to the Tax Year in which Closing occurs, then Purchaser and each Tax Appeal Seller shall share any Refund on a pro rata basis (in accordance with the number of days in the Tax Year of Closing that each held title to the applicable Tax Appeal Property) after first reimbursing each of Purchaser and each Tax Appeal Seller for their respective Third-Party Costs incurred in connection with the Appeal. If Third-Party Costs equal or exceed the amount of the Award, then the Award shall be applied to such Third-Party Costs on a pro rata basis, with each of Purchaser and the applicable Tax Appeal Seller receiving a portion of the Award equal to the product of (i) a fraction, the numerator of which is the respective party’s Third-Party Costs, and the denominator of which is the total of both parties’ Third-Party Costs, and (ii) the amount of the Award. (c) Purchaser shall notify each Tax Appeal Seller within five (5) Business Days after receipt of any Refund check, and agrees to pay the applicable Tax Appeal Seller its Third-Party Costs plus such Tax Appeal Seller’s pro rata share of the Refund no later than ten (10) Business Days after Purchaser’s receipt of the Refund. (d) Each Seller agrees that after the Effective Date, such Seller will not initiate any new Tax Appeal with respect to its Property without the consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. (e) For purposes of this Section 6.5.13, “Tax Year” shall mean each 12-month period for which the applicable taxing authority assesses Property Taxes, which may or may not be a calendar year.

Tax Appeals. Purchaser acknowledges that certain of the Sellers, as identified on the Seller Information Schedule Sellers may have filed (or may file) an appeal (the “Tax Appeal Sellers”) have filed appeals (each, an “"Appeal”") with respect to real estate ad valorem or other similar property taxes applicable to the Tax Appeal Properties Property (the “"Property Taxes”"). The following provisions shall survive the Closing and delivery of the Deeds to Purchaser. (a) 7.4.1 If such Appeal relates to any Tax Year (defined below) prior to the Tax Year in which the Closing occurs, each Tax Appeal such Seller shall be entitled, in such Tax Appeal Seller’s 's sole discretion, to continue to pursue such Appeal after the Closing Date, and, in the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to any such prior Tax Year, each Tax Appeal the applicable Seller shall be entitled to the full amount of any rebate, refund or reduction (collectively, a “"Refund”") resulting from the Appeal. No Tax Appeal Seller shall not be obligated to continue to pursue any Appeal with respect to the applicable Tax Appeal Property, including, without limitation, any Appeal that relates to a Tax Year during or after the Tax Year in which Closing occurs. If Purchaser receives any refund of Property Taxes for a prior Tax Year, Purchaser promptly shall remit the same to the applicable Seller. (b) 7.4.2 If such Appeal relates to the Tax Year in which Closing occurs, then, prior to the Closing, the applicable Seller shall notify Purchaser whether such Seller desires to continue to process the Appeal from and after the Closing Date. If such Seller fails to notify Purchaser of its election to continue the Appeal, such Seller will be deemed to have elected not to continue the Appeal from and after the Closing Date and the provisions of Section 7.4.2.2 shall apply. 7.4.2.1 If Seller elects to continue the Appeal, then, from and after the Closing Date, Seller agrees that it will continue, at such Seller’s sole cost and expense, to reasonably process the Appeal to conclusion with the applicable taxing authority (including any further appeals which such Seller deems reasonable to pursue). In the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to the Tax Year in which Closing occurs, then Purchaser and such Seller shall share any Refund on a pro rata basis (in accordance with the number of days in the Tax Year of Closing that each held title to the Property) after first reimbursing such Seller for its actual, reasonable and documented third-party costs (collectively, the "Third-Party Costs") incurred in connection with the Appeal. If Third-Party Costs equal or exceed the amount of the Award, then such Seller shall be entitled to take over and the full amount of the Award. 7.4.2.2 If a Seller does not elect to continue such Appeal the Appeal, then, from and after Closingthe Closing Date, it shall be at the sole discretion of Purchaser whether to continue, at Purchaser’s 's sole discretion and cost and expense, to reasonably process the Appeal to conclusion with the applicable taxing authority (including any further appeals which Purchaser deems reasonable to pursue). In the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to the Tax Year in which Closing occurs, then Purchaser and each Tax Appeal the applicable Seller shall share any Refund on a pro rata basis (in accordance with the number of days in the Tax Year of Closing that each held title to the applicable Tax Appeal Property) after first reimbursing each of Purchaser and each Tax Appeal the applicable Seller for their respective Third-Party Costs incurred in connection with the Appeal. If Third-Party Costs equal or exceed the amount of the Award, then the Award shall be applied to such Third-Party Costs on a pro rata basis, with each of Purchaser and the applicable Tax Appeal Seller receiving a portion of the Award equal to the product of (i) a fraction, the numerator of which is the respective party’s 's Third-Party Costs, and the denominator of which is the total of both parties’ ' Third-Party Costs, and (ii) the amount of the Award. (c) Purchaser shall notify each Tax Appeal Seller within five (5) Business Days after receipt of any Refund check, and agrees to pay the applicable Tax Appeal Seller its Third-Party Costs plus such Tax Appeal Seller’s pro rata share of the Refund no later than ten (10) Business Days after Purchaser’s receipt of the Refund. (d) Each Seller agrees that after the Effective Date, such Seller will not initiate any new Tax Appeal with respect to its Property without the consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. (e) For purposes of this Section 6.5.13, “Tax Year” shall mean each 12-month period for which the applicable taxing authority assesses Property Taxes, which may or may not be a calendar year.

Tax Appeals. Subject to the rights of tenants under Leases, following the Closing, (i) Purchaser acknowledges that certain shall have the right to pursue all tax appeals in progress as of the Sellers, Closing Date which relate to the year of Closing and all subsequent years and (ii) Seller shall have the right to pursue all tax appeals in progress as identified on of the Seller Information Schedule Closing Date which relate to all years prior to the year of Closing (the “Pre-Closing Tax Appeal SellersAppeals”) have filed appeals (each, an “Appeal”) with respect and any proceeds of the Pre-Closing Tax Appeals shall be the property of Seller unless such proceeds are required to real estate ad valorem or other similar property taxes applicable be paid to the Tax Appeal Properties (tenant under the “Property Taxes”). (a) If such Appeal relates to any Tax Year (defined below) prior to the Tax Year applicable Lease, in which the Closing occurscase, each Tax Appeal Seller shall be entitled, in promptly upon receipt of such Tax Appeal proceeds remit to Purchaser such proceeds less Seller’s sole discretion, to continue to pursue such Appeal after the Closing Date, and, in the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to any such prior Tax Year, each Tax Appeal Seller shall be entitled to the full amount of any rebate, refund or reduction (collectively, a “Refund”) resulting from the Appeal. No Tax Appeal Seller shall be obligated to continue to pursue any Appeal with respect to the applicable Tax Appeal Propertyout-of-pocket costs, including, without limitation, any Appeal that relates to a Tax Year during or after the Tax Year in which Closing occurs. (b) If such Appeal relates to the Tax Year in which Closing occursreasonable attorney’s fees, then Purchaser shall be entitled to take over and continue such Appeal from and after Closing, at Purchaser’s sole discretion and cost and expense, to reasonably process the Appeal to conclusion with the applicable taxing authority (including any further appeals which Purchaser deems reasonable to pursue). In the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to the Tax Year in which Closing occurs, then Purchaser and each Tax Appeal Seller shall share any Refund on a pro rata basis (in accordance with the number of days in the Tax Year of Closing that each held title to the applicable Tax Appeal Property) after first reimbursing each of Purchaser and each Tax Appeal Seller for their respective Third-Party Costs incurred in connection with such Pre-Closing Tax Appeal, but in no event less than the Appeal. If Third-Party Costs equal or exceed amounts owed to the amount of the Award, then the Award shall be applied to such Third-Party Costs on a pro rata basis, with each of Purchaser and tenant under the applicable Lease. Notwithstanding the foregoing, in no event shall Seller settle any Pre-Closing Tax Appeal Seller receiving a portion of the Award equal to the product of (i) a fraction, the numerator of which is the respective party’s Third-Party Costs, and the denominator of which is the total of both parties’ Third-Party Costs, and (ii) the amount of the Award. (c) Purchaser shall notify each Tax Appeal Seller within five (5) Business Days after receipt of any Refund check, and agrees to pay the applicable Tax Appeal Seller its Third-Party Costs plus such Tax Appeal Seller’s pro rata share of the Refund no later than ten (10) Business Days after Purchaser’s receipt of the Refund. (d) Each Seller agrees that after the Effective Date, such Seller will not initiate any new Tax Appeal with respect to its Property without the prior consent of Purchaser, which consent shall not to be unreasonably withheld, conditioned or delayed. , unless Seller is required to settle such Pre-Closing Tax Appeal pursuant to the terms of the applicable Lease. If Seller elects not to pursue any Pre-Closing Tax Appeal, Seller shall so notify Purchaser within a reasonable period after the Closing, and Purchaser, at its option, may elect to pursue such Pre-Closing Tax Appeal, unless Purchaser is required to pursue such Pre-Closing Tax Appeal pursuant to the terms of the applicable Leases, in which case Purchaser shall pursue such Pre-Closing Tax Appeal. With respect to (ei) For purposes any Pre-Closing Tax Appeal which Seller elects not to pursue and which Purchaser elects or is obligated to pursue, and (ii) any tax appeal in progress as of the Closing Date with respect to the year of Closing, Seller shall cooperate with Purchaser, including, without limitation, substituting counsel, making Seller’s experts available to Purchaser and providing Purchaser with copies of such appeals and any relevant documentation. The provisions of this Section 6.5.13, “Tax Year” 8.10 shall mean each 12-month period for which survive the applicable taxing authority assesses Property Taxes, which may or may not be a calendar yearClosing.”

Tax Appeals. Purchaser acknowledges that certain If any tax reduction proceedings, tax protest proceedings or tax assessment appeals for the Property, relating to any calendar years through and including the calendar year of Closing are pending at the Sellerstime of Closing, as identified on Seller reserves and shall have the right to continue to prosecute and/or settle the same without the consent of Purchaser. Seller Information Schedule (hereby reserves and shall have the “Tax Appeal Sellers”) have filed appeals (eachexclusive right, an “Appeal”) at any time after the Closing Date, to institute a tax reduction proceeding, tax protest proceeding or tax assessment appeal for the Property with respect to real estate ad valorem or other similar property taxes applicable attributable to calendar years 2007, 2008, 2009, 2010 and any subsequent year through the Tax Appeal Properties (the “Property Taxes”). (a) If such Appeal relates to any Tax Year (defined below) prior to the Tax Year in which the Closing occurs, each Tax Appeal Seller shall be entitled, in such Tax Appeal Seller’s sole discretion, to continue to pursue such Appeal after the Closing Date, and, in the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to any such prior Tax Year, each Tax Appeal Seller shall be entitled to the full amount of any rebate, refund or reduction (collectively, a “Refund”) resulting from the Appeal. No Tax Appeal Seller shall be obligated to continue to pursue any Appeal with respect to the applicable Tax Appeal Property, including, without limitation, any Appeal that relates to a Tax Year during or after the Tax Year in which Closing occurs. (b) If such Appeal relates to the Tax Year year in which Closing occurs, then Purchaser shall be entitled to take over and continue such Appeal from and after Closing, at Purchaser’s sole discretion and cost and expense, to reasonably process the Appeal to conclusion with the applicable taxing authority (including any further appeals which Purchaser deems reasonable to pursue). In the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to the Tax Year in which Closing occurs, then Purchaser and each Tax Appeal Seller shall share any Refund on a pro rata basis (in accordance with have the number of days in right to prosecute and/or settle the Tax Year of Closing that each held title to the applicable Tax Appeal Property) after first reimbursing each of Purchaser and each Tax Appeal Seller for their respective Third-Party Costs incurred in connection with the Appeal. If Third-Party Costs equal or exceed the amount of the Award, then the Award shall be applied to such Third-Party Costs on a pro rata basis, with each of Purchaser and the applicable Tax Appeal Seller receiving a portion of the Award equal to the product of (i) a fraction, the numerator of which is the respective party’s Third-Party Costs, and the denominator of which is the total of both parties’ Third-Party Costs, and (ii) the amount of the Award. (c) Purchaser shall notify each Tax Appeal Seller within five (5) Business Days after receipt of any Refund check, and agrees to pay the applicable Tax Appeal Seller its Third-Party Costs plus such Tax Appeal Seller’s pro rata share of the Refund no later than ten (10) Business Days after Purchaser’s receipt of the Refund. (d) Each Seller agrees that after the Effective Date, such Seller will not initiate any new Tax Appeal with respect to its Property same without the consent of Purchaser. Purchaser agrees that it shall not independently institute any tax reduction proceedings, tax protest proceedings, or tax assessment appeals for the Property with respect to the 2007, 2008, 2009, 2010 or any subsequent year through the year in which consent Closing occurs. Purchaser agrees that it (a) shall provide Seller with written notice and a copy of any and all correspondence related to any tax reduction proceedings, tax protest proceedings, or tax assessment appeals for the Property initiated by any taxing entity with respect to the 2007, 2008, 2009, 2010 or any subsequent year through the year in which Closing occurs tax years within 5 days of receipt of the same, and (b) shall permit Seller to defend and control the defense of Seller against such taxing entity during any such proceeding or appeal. Purchaser shall cooperate with Seller in connection with the prosecution and/or settlement of any such tax reduction proceedings, tax protest proceedings or tax assessment appeals, whether initiated by Seller or any taxing entity, including executing such documents as Seller may reasonably request in order for Seller to prosecute and/or settle any such proceedings or appeals; provided, however, Purchaser shall not be unreasonably withheldobligated to expend any third‑party, conditioned out‑of‑pocket expenses in connection with such cooperation. Any refunds or delayed. savings in the payment of taxes resulting from any tax reduction proceedings, tax protest proceedings or tax assessment appeals attributable to the period prior to the Closing Date shall belong to Seller (eexcept to the extent that Purchaser gives Seller a proration credit therefore in which event the parties shall ratably share in the refunds or savings) For purposes and any refunds or savings in the payment of taxes attributable to the period from and after the Closing Date shall belong to Purchaser. All attorneys' fees and other expenses incurred in obtaining such refunds or savings shall be apportioned between Seller and Purchaser in proportion to the gross amount of such refunds or savings payable to Seller and Purchaser in accordance with the prior sentence of this Section 6.5.137.4, “Tax Year” shall mean each 12-month period for which the applicable taxing authority assesses Property Taxes, which may or may not be a calendar yearrespectively.

Tax Appeals. Purchaser acknowledges that certain of the Sellers, as identified on the Seller Information Schedule has filed an appeal (the “Tax Appeal Sellers”) have filed appeals (each, an “"Appeal”") with respect to real estate ad valorem or other similar property taxes applicable to the Tax Appeal Properties Property (the “"Property Taxes”"). (a) 5.4.12.1 If such Appeal relates to any Tax Year (defined below) prior to the Tax Year in which the Closing occurs, each Tax Appeal Seller shall be entitled, in such Tax Appeal Seller’s 's sole discretion, to continue to pursue such Appeal after the Closing Date, and, in the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to any such prior Tax Year, each Tax Appeal Seller shall be entitled to the full amount of any rebate, refund or reduction (collectively, a “"Refund”") resulting from the Appeal. No Tax Appeal Seller shall not be obligated to continue to pursue any Appeal with respect to the applicable Tax Appeal Property, including, without limitation, any Appeal that relates to a Tax Year during or after the Tax Year in which Closing occurs. (b) 5.4.12.2 If such Appeal relates to the Tax Year in which Closing occurs, then then, prior to the Closing, Seller shall notify Purchaser shall be entitled to take over and continue of such Appeal prior to the Closing Date. Thereafter, Purchaser may elect to assume primary responsibility to continue the Appeal or notify Seller that Seller may continue to be primarily responsible for such Appeal. (a) If Purchaser elects to have Seller continue the Appeal, then, from and after Closingthe Closing Date, Seller agrees that it will continue, at Purchaser’s Seller's sole discretion and cost and expense, to reasonably process the Appeal to conclusion with the applicable taxing authority (including any further appeals which Purchaser Seller deems reasonable to pursue). In the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to the Tax Year in which Closing occursoccurs (the "Award"), then Purchaser and each Tax Appeal Seller shall share any Refund on a pro rata basis (in accordance with the number of days in the Tax Year of Closing that each held title to the Property) after first reimbursing Seller for its actual, reasonable and documented third-party costs (collectively, the "Third-Party Costs") incurred in connection with the Appeal. If Third-Party Costs equal or exceed the amount of the Award, then Seller shall be entitled to the full amount of the Award. (b) If Purchaser elects to assume primary responsibility for continuing the Appeal, then, from and after the Closing Date, Purchaser agrees that it will continue, at Purchaser's sole cost and expense, to reasonably process the Appeal to conclusion with the applicable taxing authority (including any further appeals which Purchaser deems reasonable to pursue). In so doing, Purchaser agrees to consult with Seller as to the status of the Appeal and with respect to any materials to be submitted to or appearances to be made in front of the taxing authority. In the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to the Tax Appeal Year in which Closing occurs, then Purchaser and Seller shall share any Refund on a pro rata basis (in accordance with the number of days in the Tax Year of Closing that each held title to the Property) after first reimbursing each of Purchaser and each Tax Appeal Seller for their respective Third-Party Costs incurred in connection with the Appeal. If Third-Party Costs equal or exceed the amount of the Award, then the Award shall be applied to such Third-Party Costs on a pro rata basis, with each of Purchaser and the applicable Tax Appeal Seller receiving a portion of the Award equal to the product of (i) a fraction, the numerator of which is the respective party’s 's Third-Party Costs, and the denominator of which is the total of both parties’ ' Third-Party Costs, and (ii) the amount of the Award. If no Appeal for the Tax Year in which the Closing occurs has been filed as of the Closing Date and Purchaser elects not to file an Appeal, Seller may file and prosecute, at its sole cost and expense, an Appeal for such Tax Year. In such event, the provisions of subsection (a) above shall control the management of such Appeal and the allocation of any Award. (c) Purchaser shall notify each Tax Appeal Seller within five (5) Business Days after receipt of any Refund check, and agrees to pay the applicable Tax Appeal Seller its Third-Party Costs plus such Tax Appeal Seller’s pro rata share of the Refund no later than ten (10) Business Days after Purchaser’s receipt of the Refund. (d) Each Seller agrees that after the Effective Date, such Seller will not initiate any new Tax Appeal with respect to its Property without the consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. (e) 5.4.12.3 For purposes of this Section 6.5.1354.12, “"Tax Year” " shall mean each 12-month period for which the applicable taxing authority assesses Property Taxes, which may or may not be a calendar year.

Tax Appeals. Purchaser acknowledges that certain of If any tax reduction proceedings, tax protest proceedings or tax assessment appeals for the SellersProperty, as identified on the Seller Information Schedule (the “Tax Appeal Sellers”) have filed appeals (each, an “Appeal”) with respect to real estate ad valorem or other similar property taxes applicable to the Tax Appeal Properties (the “Property Taxes”). (a) If such Appeal relates relating to any Tax Year (defined below) prior to tax years through and including the Tax Year tax year in which the Closing occurs, each Tax Appeal are pending at the time of Closing, Seller reserves and shall be entitled, in such Tax Appeal Seller’s sole discretion, have the right to continue to pursue such Appeal prosecute and/or settle the same without the consent of Purchaser. Seller hereby reserves and shall have the exclusive right, at any time after the Closing Date, andto institute a tax reduction proceeding, in tax protest proceeding or tax assessment appeal for the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to any such real estate taxes attributable to the tax years prior Tax Year, each Tax Appeal to and including the tax year in which the Closing occurs and Seller shall be entitled have the right to prosecute and/or settle the full amount of any rebate, refund or reduction (collectively, a “Refund”) resulting from the Appeal. No Tax Appeal Seller shall be obligated to continue to pursue any Appeal with respect to the applicable Tax Appeal Property, including, without limitation, any Appeal that relates to a Tax Year during or after the Tax Year in which Closing occurs. (b) If such Appeal relates to the Tax Year in which Closing occurs, then Purchaser shall be entitled to take over and continue such Appeal from and after Closing, at Purchaser’s sole discretion and cost and expense, to reasonably process the Appeal to conclusion with the applicable taxing authority (including any further appeals which Purchaser deems reasonable to pursue). In the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to the Tax Year in which Closing occurs, then Purchaser and each Tax Appeal Seller shall share any Refund on a pro rata basis (in accordance with the number of days in the Tax Year of Closing that each held title to the applicable Tax Appeal Property) after first reimbursing each of Purchaser and each Tax Appeal Seller for their respective Third-Party Costs incurred in connection with the Appeal. If Third-Party Costs equal or exceed the amount of the Award, then the Award shall be applied to such Third-Party Costs on a pro rata basis, with each of Purchaser and the applicable Tax Appeal Seller receiving a portion of the Award equal to the product of (i) a fraction, the numerator of which is the respective party’s Third-Party Costs, and the denominator of which is the total of both parties’ Third-Party Costs, and (ii) the amount of the Award. (c) Purchaser shall notify each Tax Appeal Seller within five (5) Business Days after receipt of any Refund check, and agrees to pay the applicable Tax Appeal Seller its Third-Party Costs plus such Tax Appeal Seller’s pro rata share of the Refund no later than ten (10) Business Days after Purchaser’s receipt of the Refund. (d) Each Seller agrees that after the Effective Date, such Seller will not initiate any new Tax Appeal with respect to its Property same without the consent of Purchaser, which consent . Purchaser agrees that it shall not be unreasonably withheldindependently institute any tax reduction proceedings, conditioned tax protest proceedings, or delayed. (e) For purposes of this Section 6.5.13, “Tax Year” shall mean each 12-month period tax assessment appeals for the Property with respect to the tax years prior to and including the tax year in which the Closing occurs. Purchaser and Seller shall cooperate with each other in connection with the prosecution and/or settlement of any tax reduction proceedings, tax protest proceedings or tax assessment appeals, including executing such documents as the other party may reasonably request in order to prosecute and/or settle any such proceedings. Any refunds or savings in the payment of taxes resulting from any tax reduction proceedings, tax protest proceedings or tax assessment appeals applicable taxing authority assesses Property Taxesto the period prior to the Closing Date shall belong to Seller and any refunds or savings in the payment of taxes applicable to the period from and after the Closing Date shall belong to Purchaser. All attorneys’ fees and other expenses incurred in obtaining such refunds or savings shall be apportioned between Seller and Purchaser in proportion to the gross amount of such refunds or savings payable to Seller and Purchaser, which may or may not be a calendar yearrespectively.

Tax Appeals. Purchaser acknowledges that certain If any tax reduction proceedings in respect of the SellersProperty, as identified on the Seller Information Schedule (the “Tax Appeal Sellers”i) have filed appeals (each, an “Appeal”) with respect to real estate ad valorem or other similar property taxes applicable to the Tax Appeal Properties (the “Property Taxes”). (a) If such Appeal relates relating to any Tax Year (defined below) fiscal years ending prior to the Tax Year fiscal year in which the Closing occurs or (ii) relating to the fiscal year in which the Closing occurs, each are pending at the time of Closing, then until the date which is two (2) years after the Closing Date (the “Tax Appeal Proceedings Cutoff Date”) the Seller reserves and shall be entitled, in such Tax Appeal Seller’s sole discretion, have the right to continue to pursue prosecute and/or settle the same, subject to Buyer’s reasonable approval and ability to participate; provided, however, that Seller shall not settle any such Appeal after proceeding that relates to the taxable year during which the Closing Date, and, in the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect occurs or which could reasonably be expected to 19 increase any such prior Tax Year, each Tax Appeal Seller shall be entitled to the full amount of any rebate, refund or reduction (collectively, a “Refund”) resulting from the Appeal. No Tax Appeal Seller shall be obligated to continue to pursue any Appeal tax liability with respect to the applicable Tax Appeal Property, including, Property in a taxable period (or portion thereof) following the Closing Date without limitation, any Appeal that relates to a Tax Year during or after the Tax Year in which Closing occurs. (b) If such Appeal relates to the Tax Year in which Closing occurs, then Purchaser shall be entitled to take over and continue such Appeal from and after Closing, at PurchaserBuyer’s sole discretion and cost and expense, to reasonably process the Appeal to conclusion with the applicable taxing authority (including any further appeals which Purchaser deems reasonable to pursue). In the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to the Tax Year in which Closing occurs, then Purchaser and each Tax Appeal Seller shall share any Refund on a pro rata basis (in accordance with the number of days in the Tax Year of Closing that each held title to the applicable Tax Appeal Property) after first reimbursing each of Purchaser and each Tax Appeal Seller for their respective Third-Party Costs incurred in connection with the Appeal. If Third-Party Costs equal or exceed the amount of the Award, then the Award shall be applied to such Third-Party Costs on a pro rata basis, with each of Purchaser and the applicable Tax Appeal Seller receiving a portion of the Award equal to the product of (i) a fraction, the numerator of which is the respective party’s Third-Party Costs, and the denominator of which is the total of both parties’ Third-Party Costs, and (ii) the amount of the Award. (c) Purchaser shall notify each Tax Appeal Seller within five (5) Business Days after receipt of any Refund check, and agrees to pay the applicable Tax Appeal Seller its Third-Party Costs plus such Tax Appeal Seller’s pro rata share of the Refund no later than ten (10) Business Days after Purchaser’s receipt of the Refund. (d) Each Seller agrees that after the Effective Date, such Seller will not initiate any new Tax Appeal with respect to its Property without the consent of Purchaserprior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. . Buyer shall reasonably cooperate with Seller in connection with the prosecution of any such tax reduction proceedings. From and after the Tax Proceedings Cutoff Date, Buyer shall have the sole right to continue and prosecute and/or settle any tax reduction proceedings in respect of the Property. Any refunds or savings (eincluding credits) For purposes in the payment of real property taxes (whether or not resulting from such tax reduction proceedings) applicable to taxes payable during the period (or portion thereof) prior to the date of the Closing shall belong to and be the property of Seller, and any refunds or savings in the payment of taxes applicable to taxes payable from and after the date of the Closing shall belong to and be the property of Buyer; provided, however, that if any refund received by the Seller pursuant to this Section 6.5.138.20 creates an obligation to reimburse any Tenants under Leases for any rents or additional rents paid or to be paid, “Tax Year” that portion of such refund equal to the amount of such required reimbursement (after deduction of allocable expenses as may be provided in the Lease to such Tenant) shall mean each 12-month period be paid by Seller directly to the Tenants entitled thereto. All attorneys’ fees and other expenses incurred in obtaining such refunds or savings shall be apportioned between Seller and Buyer in proportion to the gross amount of such refunds or savings payable to Seller and Buyer, respectively (without regard to any amounts reimbursable to Tenants); provided, however, that neither Seller nor Buyer shall have any liability for which any such fees or expenses in excess of the applicable taxing authority assesses Property Taxes, which may refund or may not savings paid to such party unless such party initiated such proceeding. All amounts payable to Buyer shall be a calendar yearpaid by Seller within ten (10) business days after receipt by Seller or its successors or assigns of such refund or savings. All amounts payable to Seller shall be paid by Buyer within ten (10) business days after receipt by Buyer or its successors or assigns of such refund or savings. [Signature page follows.] 20

Tax Appeals. 5.4.10.1 Purchaser acknowledges that certain of the Sellers, as identified on the Seller Information Schedule has filed an appeal (the “Tax Appeal Sellers”) have filed appeals (each, an “Appeal”) with respect to real estate ad valorem or other similar property taxes applicable to the Tax Appeal Properties Property (the “Property Taxes”). (a) If such Appeal relates to any Tax Year (defined below) prior to the Tax Year in which the Closing occurs, each Tax Appeal Seller shall be entitled, in such Tax Appeal Seller’s sole discretion, to continue to pursue such Appeal after the Closing Date, and, in the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to any such prior Tax Year, each Tax Appeal Seller shall be entitled to the full amount of any rebate, refund or reduction (collectively, a “Refund”) resulting from the Appeal. No Tax Appeal Seller shall be obligated to continue to pursue any Appeal with respect to the applicable Tax Appeal Property, including, without limitation, any Appeal that relates to a Tax Year during or after the Tax Year in which Closing occurs. (b) If such Appeal relates to the Tax Year in which Closing occurs, then Purchaser shall be entitled to take over and continue such Appeal from 5.4.10.2 From and after Closing, Xxxxxxxxx agrees that it will continue, at Purchaser’s sole discretion and cost and expense, to reasonably process the Appeal to conclusion with the applicable taxing authority (including any further appeals which Purchaser deems reasonable to pursue). Seller shall, at Purchaser’s request, cooperate with Purchaser to continue the Appeal and shall have the right to reasonably consult with Purchaser with respect to such Appeal. In the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to the Tax Year in which Closing occurs, then Purchaser and each Tax Appeal Seller shall share any Refund rebate, refund or reduction (collectively, a “Refund”) resulting from the Appeal on a pro rata basis (in accordance with the number of days in the Tax Year of Closing that each held title to the applicable Tax Appeal Property) after first reimbursing each of Purchaser and each Tax Appeal Seller for their respective actual, reasonable and documented third-party costs (collectively, the “Third-Party Costs Costs”) incurred in connection with the Appeal. If Third-Third- Party Costs equal or exceed the amount of the AwardRefund, then the Award Refund shall be applied to such Third-Party Costs on a pro rata basis, with each of Purchaser and the applicable Tax Appeal Seller receiving a portion of the Award Refund equal to the product of (i) a fraction, the numerator of which is the respective party’s Third-Party Costs, and the denominator of which is the total of both parties’ Third-Party Costs, and (ii) the amount of the AwardRefund. 5.4.10.3 Notwithstanding anything to the contrary contained in this Section 5.4.10, in the event either party obtains a Refund, the parties shall comply with any and all obligations of the landlord under the Leases (cor any prior leases for which the tenant thereunder is no longer in occupancy) Purchaser shall notify each Tax Appeal Seller within five (5) Business Days after receipt of any Refund check, and agrees in order to pay the applicable Tax Appeal Seller its Third-Party Costs plus such Tax Appeal Seller’s pro rata share pass through a portion of the Refund no later than ten to Tenants thereunder (10) Business Days after Purchaser’s receipt of or the Refundtenants under the prior leases). (d) Each Seller agrees that after the Effective Date, such Seller will not initiate any new Tax Appeal with respect to its Property without the consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. (e) For purposes of this Section 6.5.13, “Tax Year” shall mean each 12-month period for which the applicable taxing authority assesses Property Taxes, which may or may not be a calendar year.

Tax Appeals. Purchaser acknowledges that certain of the Sellers, as identified on the Seller Information Schedule (the “Tax Appeal Sellers”) have filed appeals (each, an “Appeal”) with respect to real estate ad valorem or other similar property taxes applicable to the Tax Appeal Properties (the “Property Taxes”). (a) If such Appeal relates any tax reduction proceedings in respect of the Property, (i) relating to any Tax Year (defined below) fiscal years ending prior to the Tax Year fiscal year in which the Closing occurs or (ii) relating to the fiscal year in which the Closing occurs, each are pending at the time of Closing, then until the date which is two (2) years after the Closing Date (the “Tax Appeal Proceedings Cutoff Date”) the Seller reserves and shall be entitled, in such Tax Appeal Seller’s sole discretion, have the right to continue to pursue prosecute and/or settle the same, subject to Buyer’s reasonable approval and ability to participate; provided, however, that Seller shall not settle any such Appeal after proceeding that relates to the taxable year during which the Closing Date, and, in the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect occurs or which could reasonably be expected to increase any such prior Tax Year, each Tax Appeal Seller shall be entitled to the full amount of any rebate, refund or reduction (collectively, a “Refund”) resulting from the Appeal. No Tax Appeal Seller shall be obligated to continue to pursue any Appeal tax liability with respect to the applicable Tax Appeal Property, including, Property in a taxable period (or portion thereof) following the Closing Date without limitation, any Appeal that relates to a Tax Year during or after the Tax Year in which Closing occurs. (b) If such Appeal relates to the Tax Year in which Closing occurs, then Purchaser shall be entitled to take over and continue such Appeal from and after Closing, at PurchaserBuyer’s sole discretion and cost and expense, to reasonably process the Appeal to conclusion with the applicable taxing authority (including any further appeals which Purchaser deems reasonable to pursue). In the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to the Tax Year in which Closing occurs, then Purchaser and each Tax Appeal Seller shall share any Refund on a pro rata basis (in accordance with the number of days in the Tax Year of Closing that each held title to the applicable Tax Appeal Property) after first reimbursing each of Purchaser and each Tax Appeal Seller for their respective Third-Party Costs incurred in connection with the Appeal. If Third-Party Costs equal or exceed the amount of the Award, then the Award shall be applied to such Third-Party Costs on a pro rata basis, with each of Purchaser and the applicable Tax Appeal Seller receiving a portion of the Award equal to the product of (i) a fraction, the numerator of which is the respective party’s Third-Party Costs, and the denominator of which is the total of both parties’ Third-Party Costs, and (ii) the amount of the Award. (c) Purchaser shall notify each Tax Appeal Seller within five (5) Business Days after receipt of any Refund check, and agrees to pay the applicable Tax Appeal Seller its Third-Party Costs plus such Tax Appeal Seller’s pro rata share of the Refund no later than ten (10) Business Days after Purchaser’s receipt of the Refund. (d) Each Seller agrees that after the Effective Date, such Seller will not initiate any new Tax Appeal with respect to its Property without the consent of Purchaserprior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Buyer shall reasonably cooperate with Seller in connection with the prosecution of any such tax reduction proceedings. From and after the Tax Proceedings Cutoff Date, Buyer shall have the sole right to continue and prosecute and/or settle any tax reduction proceedings in respect of the Property. (eb) For purposes Any refunds or savings (including credits) in the payment of real property taxes (whether or not resulting from such tax reduction proceedings) applicable to taxes payable during the period (or portion thereof) prior to the date of the Closing shall belong to and be the property of Seller, and any refunds or savings in the payment of taxes applicable to taxes payable from and after the date of the Closing shall belong to and be the property of Buyer; provided, however, that if any refund received by the Seller pursuant to this Section 6.5.1310.1 creates an obligation to reimburse any Tenants under Leases for any rents or additional rents paid or to be paid, “Tax Year” that portion of such refund equal to the amount of such required reimbursement (after deduction of allocable expenses as may be provided in the Lease to such Tenant) shall mean each 12-month period be paid by Seller directly to the Tenants entitled thereto. All attorneys’ fees and other expenses incurred in obtaining such refunds or savings shall be apportioned between Seller and Buyer in proportion to the gross amount of such refunds or savings payable to Seller and Buyer, respectively (without regard to any amounts reimbursable to Tenants); provided, however, that neither Seller nor Buyer shall have any liability for which any such fees or expenses in excess of the applicable taxing authority assesses Property Taxes, which may refund or may not savings paid to such party unless such party initiated such proceeding. All amounts payable to Buyer shall be a calendar yearpaid by Seller within ten (10) business days after receipt by Seller or its successors or assigns of such refund or savings. All amounts payable to Seller shall be paid by Buyer within ten (10) business days after receipt by Buyer or its successors or assigns of such refund or savings.

Tax Appeals. Purchaser acknowledges that certain of the Sellers, as identified on the Seller Information Schedule (the “Tax Appeal Sellers”) have filed appeals (each, an “Appeal”) with respect to real estate ad valorem or other similar property taxes applicable to the Tax Appeal Properties (the “Property Taxes”). (a) If such Appeal relates any tax reduction proceedings in respect of a Property relating to any Tax Year (defined below) fiscal years prior to the Tax Year fiscal year in which the Closing occurs are pending at the time of Closing, Seller reserves and shall have the right to continue to prosecute and/or settle the same. (b) If any tax reduction proceedings in respect of a Property relating to the fiscal year in which the Closing occurs, each Tax Appeal are pending at the time of Closing, then the following provisions shall apply: (i) If such Closing shall occur in the first six (6) months of the tax fiscal year of the Property, Seller reserves and shall be entitled, in such Tax Appeal Seller’s sole discretion, have the right to continue to pursue such Appeal after prosecute and/or settle the same; (ii) If the Closing Date, and, in the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to any such prior Tax Year, each Tax Appeal Seller shall be entitled to the full amount of any rebate, refund or reduction (collectively, a “Refund”) resulting from the Appeal. No Tax Appeal Seller shall be obligated to continue to pursue any Appeal with respect to the applicable Tax Appeal Property, including, without limitation, any Appeal that relates to a Tax Year during occur on or after the Tax Year in which Closing occurs.first six (6) months of the tax fiscal year of the Property, Seller shall assign to Purchaser at the closing all of Seller’s right and interest therein; (biii) If Purchaser or Seller, as the case may be, shall prosecute and/or settle any proceeding it controls under this Section 21(b), provided, however, that neither party shall settle any such Appeal relates to proceeding without the Tax Year in which Closing occurs, then Purchaser shall be entitled to take over and continue such Appeal from and after Closing, at Purchaser’s sole discretion and cost and expense, to reasonably process the Appeal to conclusion with the applicable taxing authority (including any further appeals which Purchaser deems reasonable to pursue). In the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to the Tax Year in which Closing occurs, then Purchaser and each Tax Appeal Seller shall share any Refund on a pro rata basis (in accordance with the number of days in the Tax Year of Closing that each held title to the applicable Tax Appeal Property) after first reimbursing each of Purchaser and each Tax Appeal Seller for their respective Third-Party Costs incurred in connection with the Appeal. If Third-Party Costs equal or exceed the amount of the Award, then the Award shall be applied to such Third-Party Costs on a pro rata basis, with each of Purchaser and the applicable Tax Appeal Seller receiving a portion of the Award equal to the product of (i) a fraction, the numerator of which is the respective other party’s Third-Party Costs, and the denominator of which is the total of both parties’ Third-Party Costs, and (ii) the amount of the Award. (c) Purchaser shall notify each Tax Appeal Seller within five (5) Business Days after receipt of any Refund check, and agrees to pay the applicable Tax Appeal Seller its Third-Party Costs plus such Tax Appeal Seller’s pro rata share of the Refund no later than ten (10) Business Days after Purchaser’s receipt of the Refund. (d) Each Seller agrees that after the Effective Date, such Seller will not initiate any new Tax Appeal with respect to its Property without the consent of Purchaserprior written consent, which consent shall not be unreasonably withheld, conditioned or withheld of delayed. (ec) For purposes Any refunds or savings in the payment of taxes resulting from such tax reduction proceedings applicable to the period prior to the date of the applicable Closing shall belong to and be the property of Seller, and any refunds or savings in the payment of taxes applicable to the period from and after the date of the closing shall belong to and be the property of Purchaser; provided, however, that if any such refund creates an obligation to reimburse any tenants under Leases for any rents or additional rents paid or to be paid, that portion of such refund equal to the amount of such required reimbursement (after deduction of allocable expenses as may be provided in the Lease to such tenant) shall, at Seller’s election, either (a) be paid to Purchaser and Purchaser shall disburse the same to such tenants or (b) be paid by Seller directly to the tenants entitled thereto. All attorneys’ fees and other expenses incurred in obtaining such refunds or savings shall be apportioned between Seller and Purchaser in proportion to the gross amount of such refunds or savings payable to Seller and Purchaser, respectively (without regard to any amounts reimbursable to tenants). (d) The provisions of this Section 6.5.13, “Tax Year” 21 shall mean each 12-month period for which survive the applicable taxing authority assesses Property Taxes, which may or may not be a calendar yearClosing.

Tax Appeals. Purchaser acknowledges that certain of the Sellers, as identified on the Seller Information Schedule has filed an appeal (the “Tax Appeal Sellers”) have filed appeals (each, an “Appeal”) with respect to real estate ad valorem or other similar property taxes applicable to the Tax Appeal Properties Property (the “Property Taxes”). (a) 5.4.12.1 If such Appeal relates to any Tax Year (defined below) prior to the Tax Year in which the Closing occurs, each Tax Appeal Seller shall be entitled, in such Tax Appeal Seller’s sole discretion, to continue to pursue such Appeal after the Closing Date, and, in the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to any such prior Tax Year, each Tax Appeal Seller shall be entitled to the full amount of any rebate, refund or reduction (collectively, a “Refund”) resulting from the Appeal. No Tax Appeal Seller shall not be obligated to continue to pursue any Appeal with respect to the applicable Tax Appeal Property, including, without limitation, any Appeal that relates to a Tax Year during or after the Tax Year in which Closing occurs. (b) 5.4.12.2 If such Appeal relates to the Tax Year in which Closing occurs, then then, prior to the Closing, Seller shall notify Purchaser shall be entitled to take over and continue of such Appeal prior to the Closing Date. Thereafter, Purchaser may elect to assume primary responsibility to continue the Appeal or notify Seller that Seller may continue to be primarily responsible for such Appeal. (a) If Purchaser elects to have Seller continue the Appeal, then, from and after Closingthe Closing Date, Seller agrees that it will continue, at PurchaserSeller’s sole discretion and cost and expense, to reasonably process the Appeal to conclusion with the applicable taxing authority (including any further appeals which Purchaser Seller deems reasonable to pursue). In the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to the Tax Year in which Closing occursoccurs (the “Award”), then Purchaser and each Tax Appeal Seller shall share any Refund on a pro rata basis (in accordance with the number of days in the Tax Year of Closing that each held title to the Property) after first reimbursing Seller for its actual, reasonable and documented third-party costs (collectively, the “Third-Party Costs”) incurred in connection with the Appeal. If Third-Party Costs equal or exceed the amount of the Award, then Seller shall be entitled to the full amount of the Award. (b) If Purchaser elects to assume primary responsibility for continuing the Appeal, then, from and after the Closing Date, Purchaser agrees that it will continue, at Purchaser’s sole cost and expense, to reasonably process the Appeal to conclusion with the applicable taxing authority (including any further appeals which Purchaser deems reasonable to pursue). In so doing, Purchaser agrees to consult with Seller as to the status of the Appeal and with respect to any materials to be submitted to or appearances to be made in front of the taxing authority. In the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to the Tax Appeal Year in which Closing occurs, then Purchaser and Seller shall share any Refund on a pro rata basis (in accordance with the number of days in the Tax Year of Closing that each held title to the Property) after first reimbursing each of Purchaser and each Tax Appeal Seller for their respective Third-Party Costs incurred in connection with the Appeal. If Third-Party Costs equal or exceed the amount of the Award, then the Award shall be applied to such Third-Party Costs on a pro rata basis, with each of Purchaser and the applicable Tax Appeal Seller receiving a portion of the Award equal to the product of (i) a fraction, the numerator of which is the respective party’s Third-Party Costs, and the denominator of which is the total of both parties’ Third-Party Costs, and (ii) the amount of the Award. If no Appeal for the Tax Year in which the Closing occurs has been filed as of the Closing Date and Purchaser elects not to file an Appeal, Seller may file and prosecute, at its sole cost and expense, an Appeal for such Tax Year. In such event, the provisions of subsection (a) above shall control the management of such Appeal and the allocation of any Award. (c) Purchaser shall notify each Tax Appeal Seller within five (5) Business Days after receipt of any Refund check, and agrees to pay the applicable Tax Appeal Seller its Third-Party Costs plus such Tax Appeal Seller’s pro rata share of the Refund no later than ten (10) Business Days after Purchaser’s receipt of the Refund. (d) Each Seller agrees that after the Effective Date, such Seller will not initiate any new Tax Appeal with respect to its Property without the consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. (e) 5.4.12.3 For purposes of this Section 6.5.135.4.12, “Tax Year” shall mean each 12-month period for which the applicable taxing authority assesses Property Taxes, which may or may not be a calendar year.

Tax Appeals. Purchaser acknowledges that certain of the Sellers, as identified on the Seller Information Schedule has filed an appeal (the “Tax Appeal Sellers”) have filed appeals (each, an “"Appeal”") with respect to real estate ad valorem or other similar property taxes applicable to the Tax Appeal Properties Property for the 2007 calendar year (the “"Property Taxes”"). (a) 5.4.12.1 If such Appeal relates to any Tax Year (defined below) prior to the Tax Year in which the Closing occurs, each Tax Appeal Seller shall be entitled, in such Tax Appeal Seller’s 's sole discretion, to continue to pursue such Appeal after the Closing Date, and, in the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to any such prior Tax Year, each Tax Appeal Seller shall be entitled to the full amount of any rebate, refund or reduction (collectively, a “"Refund”") resulting from the Appeal. No Tax Appeal Seller shall not be obligated to continue to pursue any Appeal with respect to the applicable Tax Appeal Property, including, without limitation, any Appeal that relates to a Tax Year during or after the Tax Year in which Closing occurs. (b) If such 5.4.12.2 Purchaser shall have the right, at Purchaser’s sole cost and expense to pursue any Appeal relates with respect to the Tax Year in which the Closing occurs, then Purchaser shall be entitled to take over and continue such Appeal from and after Closing, at Purchaser’s sole discretion and cost and expense, to reasonably process the Appeal to conclusion with the applicable taxing authority (including any further appeals which Purchaser deems reasonable to pursue). In the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to the Tax Year in which the Closing occurs, then the Purchaser and each Tax Appeal Seller shall share any Refund on a pro rata basis (in accordance with the number of days in the Tax Year of Closing that each held title to the applicable Tax Appeal Property) after first reimbursing each of Purchaser and each Tax Appeal Seller for their respective its Third-Party Costs incurred in connection with the Appeal. If Third-Party Costs equal or exceed the amount of the Award, then the Award Purchaser shall be applied entitled to the full amount of the Refund. 5.4.12.3 Seller shall have the right, but not the obligation, to request from Purchaser, in writing, confirmation as to whether Purchaser will be pursuing an Appeal for the Tax Year in which the Closing occurs and, Purchaser shall respond to Seller, in writing, within 10 days following Seller’s receipt of such written request. In the event Purchaser elects not to pursue an Appeal for the Tax Year in which the Closing occurs, Purchaser shall promptly, upon Seller’s request, appoint Seller (or Seller’s counsel) as its agent for purposes of filing and processing the Appeal for the Tax Year in which the Closing occurs and shall execute any and all documentation required in connection therewith. In the event that Seller pursues the Appeal for the Tax Year in which the Closing occurs and the Appeal is successful in reducing the amount of Property Taxes payable with respect to the Tax Year in which the Closing occurs, the Purchaser and Seller shall share any Refund on a pro rata basis (in accordance with the number of days in the Tax Year of Closing that each held title to the Property) after first reimbursing Seller for its Third-Party Costs on a pro rata basis, incurred in connection with each of Purchaser and the applicable Tax Appeal Seller receiving a portion of the Award equal to the product of (i) a fraction, the numerator of which is the respective party’s Appeal. If Third-Party Costs, and the denominator of which is the total of both parties’ Third-Party Costs, and (ii) Costs equal or exceed the amount of the Award, then Seller shall be entitled to the full amount of the Refund. (c) 5.4.12.4 Purchaser shall notify each Tax Appeal Seller within five (5) 5 Business Days after receipt of any Refund check, and agrees to pay the applicable Tax Appeal Seller its Third-Third Party Costs Costs, if any, plus such Tax Appeal Seller’s pro rata share of the Refund no later than ten (10) 10 Business Days after Purchaser’s receipt of the Refund. (d) Each Seller agrees that after the Effective Date, such Seller will not initiate any new Tax Appeal with respect to its Property without the consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. (e) For purposes of this Section 6.5.13, “Tax Year” shall mean each 12-month period for which the applicable taxing authority assesses Property Taxes, which may or may not be a calendar year.

Tax Appeals. Purchaser acknowledges that certain of the Sellers, as identified on the Seller Information Schedule has filed an appeal (the “Tax Appeal Sellers”) have filed appeals (each, an “"Appeal”") with respect to real estate ad valorem or other similar property taxes applicable to the Tax Appeal Properties Property (the “"Property Taxes”"). (a) 5.4.14.1 If such Appeal relates to any Tax Year (defined below) prior to the Tax Year in which the Closing occurs, each Tax Appeal Seller shall be entitled, in such Tax Appeal Seller’s 's sole discretion, to continue to pursue such Appeal after the Closing Date, and, in the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to any such prior Tax Year, each Tax Appeal Seller shall be entitled to the full amount of any rebate, refund or reduction (collectively, a “"Refund”") resulting from the Appeal. No Tax Appeal Seller shall not be obligated to continue to pursue any Appeal with respect to the applicable Tax Appeal Property, including, without limitation, any Appeal that relates to a Tax Year during or after the Tax Year in which Closing occurs. (b) 5.4.14.2 If such Appeal relates to the Tax Year in which Closing occurs, then, prior to the Closing, Seller shall notify Purchaser whether Seller desires to continue to process the Appeal from and after the Closing Date. If Seller fails to notify Purchaser of its election to continue the Appeal, Seller will be deemed to have elected not to continue the Appeal from and after the Closing Date and the provisions of Section 5.4.14.2(b) shall apply. (a) If Seller elects to continue the Appeal, then, from and after the Closing Date, Seller agrees that it will continue, at Seller’s sole cost and expense, to reasonably process the Appeal to conclusion with the applicable taxing authority (including any further appeals which Seller deems reasonable to pursue). In the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to the Tax Year in which Closing occurs, then Purchaser and Seller shall share any Refund on a pro rata basis (in accordance with the number of days in the Tax Year of Closing that each held title to the Property) after first reimbursing Seller for its actual, reasonable and documented third-party costs (collectively, the "Third-Party Costs") incurred in connection with the Appeal. If Third-Party Costs equal or exceed the amount of the Award, then Seller shall be entitled to take over and the full amount of the Award. (b) If Seller does not elect to continue such Appeal the Appeal, then, from and after Closingthe Closing Date, Purchaser may elect to continue, at Purchaser’s 's sole discretion and cost and expense, to reasonably process the Appeal to conclusion with the applicable taxing authority (including any further appeals which Purchaser deems reasonable to pursue). In the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to the Tax Year in which Closing occurs, then Purchaser and each Tax Appeal Seller shall share any Refund on a pro rata basis (in accordance with the number of days in the Tax Year of Closing that each held title to the applicable Tax Appeal Property) after first reimbursing each of Purchaser and each Tax Appeal Seller for their respective Third-Party Costs incurred in connection with the Appeal. If Third-Party Costs equal or exceed the amount of the Award, then the Award shall be applied to such Third-Party Costs on a pro rata basis, with each of Purchaser and the applicable Tax Appeal Seller receiving a portion of the Award equal to the product of (i) a fraction, the numerator of which is the respective party’s 's Third-Party Costs, and the denominator of which is the total of both parties’ ' Third-Party Costs, and (ii) the amount of the Award. (c) 5.4.14.3 Purchaser shall notify each Tax Appeal Seller within five (5) 5 Business Days after receipt of any Refund check, and agrees to pay the applicable Tax Appeal Seller its Third-Party Costs plus such Tax Appeal Seller’s 's pro rata share of the Refund no later than ten (10) 10 Business Days after Purchaser’s 's receipt of the Refund. (d) Each Seller agrees that after the Effective Date, such Seller will not initiate any new Tax Appeal with respect to its Property without the consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. (e) For purposes of this Section 6.5.13, “Tax Year” shall mean each 12-month period for which the applicable taxing authority assesses Property Taxes, which may or may not be a calendar year.. 5.4.14.4

Tax Appeals. Purchaser acknowledges that certain of the Sellers, as identified on the Seller Information Schedule (the “Tax Appeal Sellers”) have filed appeals (each, an “Appeal”) with respect to real estate ad valorem or other similar property taxes applicable to the Tax Appeal Properties (the “Property Taxes”). (a) If such Appeal relates to any Tax Year (defined below) prior to the Tax Year in which the Closing occurs, each Tax Appeal Seller shall be entitled, in such Tax Appeal Seller’s sole discretion, have the right to continue and to pursue such Appeal after control the Closing Date, and, in the event that the Appeal is successful in reducing the amount progress of Property Taxes payable and to make all decisions with respect to any such contest of the real estate taxes and personal property taxes for the Property attributable to the Closing Tax Year and all prior Tax YearYears; provided, each Tax Appeal Seller however, Buyer shall be entitled have the right to review and consent to any contest of the real estate taxes and personal property taxes for the Property attributable to the full amount of any rebate, refund or reduction (collectively, a “Refund”) resulting from the Appeal. No Closing Tax Appeal Year which Seller shall be obligated to continue elects to pursue any Appeal with respect to the applicable Tax Appeal Property, including, without limitation, any Appeal that relates to a Tax Year during or after the Tax Year in which Closing occurs. (b) If such Appeal relates to the Tax Year in which Closing occurs, then Purchaser shall be entitled to take over and continue such Appeal from and after Closing, at Purchaser’s sole discretion and cost and expense, to reasonably process the Appeal to conclusion with the applicable taxing authority (including any further appeals which Purchaser deems reasonable to pursue). In the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to the Tax Year in which Closing occurs, then Purchaser and each Tax Appeal Seller shall share any Refund on a pro rata basis (in accordance with the number of days in the Tax Year of Closing that each held title to the applicable Tax Appeal Property) after first reimbursing each of Purchaser and each Tax Appeal Seller for their respective Third-Party Costs incurred in connection with the Appeal. If Third-Party Costs equal or exceed the amount of the Award, then the Award shall be applied to such Third-Party Costs on a pro rata basis, with each of Purchaser and the applicable Tax Appeal Seller receiving a portion of the Award equal to the product of (i) a fraction, the numerator of which is the respective party’s Third-Party Costs, and the denominator of which is the total of both parties’ Third-Party Costs, and (ii) the amount of the Award. (c) Purchaser shall notify each Tax Appeal Seller within five (5) Business Days after receipt of any Refund check, and agrees to pay the applicable Tax Appeal Seller its Third-Party Costs plus such Tax Appeal Seller’s pro rata share of the Refund no later than ten (10) Business Days after Purchaser’s receipt of the Refund. (d) Each Seller agrees that after the Effective Date, Date and further provided that Seller shall make no settlement with regard to any such Seller will not initiate any new Tax Appeal with respect to its Property contest without the consent of PurchaserBuyer’s prior written consent, which such consent shall not be unreasonably withheld, conditioned or delayed. , where such settlement involves or may adversely impact real estate taxes and personal property taxes attributable to the Closing Tax Year or any subsequent Tax Years. Buyer shall have the right to control the progress of and to make all decisions with respect to any tax contest of the real estate taxes and personal property taxes for the Property attributable to all Tax Years subsequent to the Closing Tax Year. All real estate and personal property tax refunds and credits received after Closing with respect to the Property shall be applied in the following order of priority: first, to pay the costs and expenses (eincluding reasonable attorneys’ fees, expenses and disbursements and fees contingent on the amount of recovery) For purposes incurred in connection with obtaining such tax refund or credit; second, to pay any amounts due to any past or present Tenant of the Property as a result of such tax refund or credit to the extent required pursuant to the terms of the Leases; and third, apportioned between Buyer and Seller as follows: (a) any refunds or credits attributable to the Closing Tax Year shall be apportioned between Buyer and Seller in the manner provided in Section 7.1; (b) any refunds or credits attributable to any period prior to the Closing Tax Year, shall be paid to Seller; and (c) any refunds or credits attributable to any period after the Closing Tax Year shall be paid to Buyer. Buyer and Seller agree to cooperate with each other and to execute any and all documents reasonably requested in furtherance of the foregoing. The provisions of this Section 6.5.13, “Tax Year” shall mean each 12-month period for which survive the applicable taxing authority assesses Property Taxes, which may or may not be a calendar yearClosing.

Tax Appeals. Purchaser acknowledges that certain If any tax reduction proceedings, tax protest proceedings or tax assessment appeals for the Property, relating to any fiscal years through and including fiscal year 2010, are pending at the time of Closing, Seller reserves and shall have the Sellersright to continue to prosecute and/or settle the same without the consent of Purchaser. From and after the Effective Date and at any time after the Closing Date, as identified on Seller hereby reserves and shall have the Seller Information Schedule (exclusive right to institute a tax reduction proceeding, tax protest proceeding or tax assessment appeal for the “Tax Appeal Sellers”) have filed appeals (each, an “Appeal”) Property with respect to real estate ad valorem or other similar property taxes applicable attributable to the Tax Appeal Properties (the “Property Taxes”). (a) If such Appeal relates to any Tax Year (defined below) prior to the Tax Year in which the Closing occurs, each Tax Appeal fiscal year 2010 and Seller shall be entitled, in such Tax Appeal Seller’s sole discretion, have the right to continue to pursue such Appeal after prosecute and/or settle the Closing Date, and, in the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to any such prior Tax Year, each Tax Appeal Seller shall be entitled to the full amount of any rebate, refund or reduction (collectively, a “Refund”) resulting from the Appeal. No Tax Appeal Seller shall be obligated to continue to pursue any Appeal with respect to the applicable Tax Appeal Property, including, without limitation, any Appeal that relates to a Tax Year during or after the Tax Year in which Closing occurs. (b) If such Appeal relates to the Tax Year in which Closing occurs, then Purchaser shall be entitled to take over and continue such Appeal from and after Closing, at Purchaser’s sole discretion and cost and expense, to reasonably process the Appeal to conclusion with the applicable taxing authority (including any further appeals which Purchaser deems reasonable to pursue). In the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to the Tax Year in which Closing occurs, then Purchaser and each Tax Appeal Seller shall share any Refund on a pro rata basis (in accordance with the number of days in the Tax Year of Closing that each held title to the applicable Tax Appeal Property) after first reimbursing each of Purchaser and each Tax Appeal Seller for their respective Third-Party Costs incurred in connection with the Appeal. If Third-Party Costs equal or exceed the amount of the Award, then the Award shall be applied to such Third-Party Costs on a pro rata basis, with each of Purchaser and the applicable Tax Appeal Seller receiving a portion of the Award equal to the product of (i) a fraction, the numerator of which is the respective party’s Third-Party Costs, and the denominator of which is the total of both parties’ Third-Party Costs, and (ii) the amount of the Award. (c) Purchaser shall notify each Tax Appeal Seller within five (5) Business Days after receipt of any Refund check, and agrees to pay the applicable Tax Appeal Seller its Third-Party Costs plus such Tax Appeal Seller’s pro rata share of the Refund no later than ten (10) Business Days after Purchaser’s receipt of the Refund. (d) Each Seller agrees that after the Effective Date, such Seller will not initiate any new Tax Appeal with respect to its Property same without the consent of Purchaser, which consent . Purchaser agrees that it shall not independently institute any tax reduction proceedings, tax protest proceedings, or tax assessment appeals for the Property with respect to any tax year(s) up to and including the 2010 tax year. Purchaser shall cooperate with Seller in connection with the prosecution and/or settlement of any such tax reduction proceedings, tax protest proceedings or tax assessment appeals, including executing such documents as Seller may reasonably request in order for Seller to prosecute and/or settle any such proceedings. Any refunds or savings in the payment of taxes resulting from any tax reduction proceedings, tax protest proceedings or tax assessment appeals applicable to the period prior to the Closing Date shall belong to Seller and any refunds or savings in the payment of taxes applicable to the period from and after the Closing Date shall belong to Purchaser. All attorneys’ fees and other expenses incurred in obtaining such refunds or savings shall be unreasonably withheldapportioned between Seller and Purchaser in proportion to the gross amount of such refunds or savings payable to Seller and Purchaser, conditioned respectively. In no event shall the amount of attorneys’ fees and other expenses apportioned to Purchaser exceed the amount of refunds or delayedsavings apportioned to Purchaser. (e) For purposes of this Section 6.5.13, “Tax Year” shall mean each 12-month period for which the applicable taxing authority assesses Property Taxes, which may or may not be a calendar year.

Tax Appeals. Purchaser acknowledges that certain If any tax reduction proceedings, tax protest proceedings or tax assessment appeals for the Property, relating to any fiscal years through and including fiscal year 2010, are pending at the time of Closing, Seller reserves and shall have the Sellersright to continue to prosecute and/or settle the same without the consent of Purchaser. Seller hereby reserves and shall have the exclusive right, as identified on at any time after the Seller Information Schedule (Closing Date, to institute a tax reduction proceeding, tax protest proceeding or tax assessment appeal for the “Tax Appeal Sellers”) have filed appeals (each, an “Appeal”) Property with respect to real estate ad valorem or other similar property taxes applicable attributable to the Tax Appeal Properties (the “Property Taxes”). (a) If such Appeal relates to any Tax Year (defined below) prior to the Tax Year in which the Closing occurs, each Tax Appeal fiscal years 2009 and 2010 and Seller shall be entitled, in such Tax Appeal Seller’s sole discretion, have the right to continue to pursue such Appeal after prosecute and/or settle the Closing Date, and, in the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to any such prior Tax Year, each Tax Appeal Seller shall be entitled to the full amount of any rebate, refund or reduction (collectively, a “Refund”) resulting from the Appeal. No Tax Appeal Seller shall be obligated to continue to pursue any Appeal with respect to the applicable Tax Appeal Property, including, without limitation, any Appeal that relates to a Tax Year during or after the Tax Year in which Closing occurs. (b) If such Appeal relates to the Tax Year in which Closing occurs, then Purchaser shall be entitled to take over and continue such Appeal from and after Closing, at Purchaser’s sole discretion and cost and expense, to reasonably process the Appeal to conclusion with the applicable taxing authority (including any further appeals which Purchaser deems reasonable to pursue). In the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to the Tax Year in which Closing occurs, then Purchaser and each Tax Appeal Seller shall share any Refund on a pro rata basis (in accordance with the number of days in the Tax Year of Closing that each held title to the applicable Tax Appeal Property) after first reimbursing each of Purchaser and each Tax Appeal Seller for their respective Third-Party Costs incurred in connection with the Appeal. If Third-Party Costs equal or exceed the amount of the Award, then the Award shall be applied to such Third-Party Costs on a pro rata basis, with each of Purchaser and the applicable Tax Appeal Seller receiving a portion of the Award equal to the product of (i) a fraction, the numerator of which is the respective party’s Third-Party Costs, and the denominator of which is the total of both parties’ Third-Party Costs, and (ii) the amount of the Award. (c) Purchaser shall notify each Tax Appeal Seller within five (5) Business Days after receipt of any Refund check, and agrees to pay the applicable Tax Appeal Seller its Third-Party Costs plus such Tax Appeal Seller’s pro rata share of the Refund no later than ten (10) Business Days after Purchaser’s receipt of the Refund. (d) Each Seller agrees that after the Effective Date, such Seller will not initiate any new Tax Appeal with respect to its Property same without the consent of Purchaser, which consent . Purchaser agrees that it shall not independently institute any tax reduction proceedings, tax protest proceedings, or tax assessment appeals for the Property with respect to the 2009 or 2010 tax years. Purchaser shall cooperate with Seller in connection with the prosecution and/or settlement of any such tax reduction proceedings, tax protest proceedings or tax assessment appeals, including executing such documents as Seller may reasonably request in order for Seller to prosecute and/or settle any such proceedings. Any refunds or savings in the payment of taxes resulting from any tax reduction proceedings, tax protest proceedings or tax assessment appeals applicable to the period prior to the Closing Date shall belong to Seller and any refunds or savings in the payment of taxes applicable to the period from and after the Closing Date shall belong to Purchaser. All reasonable attorneys' fees and other expenses incurred in obtaining such refunds or savings shall be unreasonably withheldapportioned between Seller and Purchaser in proportion to the gross amount of such refunds or savings payable to Seller and Purchaser, conditioned or delayed. (e) For purposes of this Section 6.5.13, “Tax Year” shall mean each 12-month period for which the applicable taxing authority assesses Property Taxes, which may or may not be a calendar year.respectively. Article VIII CONDITIONS PRECEDENT TO CLOSING

Tax Appeals. Seller represents and warrants to Purchaser acknowledges that certain of the Sellers, as identified on the Seller Information Schedule has no appeal (the “Tax Appeal Sellers”) have filed appeals (each, an “Appeal”) currently pending with respect to real estate ad valorem or other similar property taxes applicable to the Tax Appeal Properties Property (the “Property Taxes”).. Om the event Seller files an Appeal from and after the date hereof, the following provisions shall apply: (a) 5.4.12.1 If such Appeal relates to any Tax Year (defined below) prior to the Tax Year in which the Closing occurs, each Tax Appeal Seller shall be entitled, in such Tax Appeal Seller’s sole discretion, to continue to pursue such Appeal after the Closing Date, and, in the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to any such prior Tax Year, each Tax Appeal Seller shall be entitled to the full amount of any rebate, refund or reduction (collectively, a “Refund”) resulting from the Appeal. No Tax Appeal Seller shall not be obligated to continue to pursue any Appeal with respect to the applicable Tax Appeal Property, including, without limitation, any Appeal that relates to a Tax Year during or after the Tax Year in which Closing occurs. (b) 5.4.12.2 If such Appeal relates to the Tax Year in which Closing occurs, then, prior to the Closing, Seller shall notify Purchaser whether Seller desires to continue to process the Appeal from and after the Closing Date. If Seller fails to notify Purchaser of its election to continue the Appeal, Seller will be deemed to have elected not to continue the Appeal from and after the Closing Date and the provisions of Section 5.4.12.2(b) shall apply. (a) If Seller elects to continue the Appeal, then, from and after the Closing Date, Seller agrees that it will continue, at Seller’s sole cost and expense, to reasonably process the Appeal to conclusion with the applicable taxing authority (including any further appeals which Seller deems reasonable to pursue). In the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to the Tax Year in which Closing occurs, then Purchaser and Seller shall share any Refund on a pro rata basis (in accordance with the number of days in the Tax Year of Closing that each held title to the Property) after first reimbursing Seller for its actual, reasonable and documented third-party costs (collectively, the “Third-Party Costs”) incurred in connection with the Appeal. If Third-Party Costs equal or exceed the amount of the Award, then Seller shall be entitled to take over and the full amount of the Award. (b) If Seller does not elect to continue such Appeal the Appeal, then, from and after Closingthe Closing Date, Purchaser agrees that it will continue, at Purchaser’s sole discretion and cost and expense, to reasonably process the Appeal to conclusion with the applicable taxing authority (including any further appeals which Purchaser deems reasonable to pursue). In the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to the Tax Year in which Closing occurs, then Purchaser and each Tax Appeal Seller shall share any Refund on a pro rata basis (in accordance with the number of days in the Tax Year of Closing that each held title to the applicable Tax Appeal Property) after first reimbursing each of Purchaser and each Tax Appeal Seller for their respective Third-Party Costs incurred in connection with the Appeal. If Third-Party Costs equal or exceed the amount of the Award, then the Award shall be applied to such Third-Party Costs on a pro rata basis, with each of Purchaser and the applicable Tax Appeal Seller receiving a portion of the Award equal to the product of (i) a fraction, the numerator of which is the respective party’s Third-Party Costs, and the denominator of which is the total of both parties’ Third-Party Costs, and (ii) the amount of the Award. (c) Purchaser shall notify each Tax Appeal Seller within five (5) Business Days after receipt of any Refund check, and agrees to pay the applicable Tax Appeal Seller its Third-Party Costs plus such Tax Appeal Seller’s pro rata share of the Refund no later than ten (10) Business Days after Purchaser’s receipt of the Refund. (d) Each Seller agrees that after the Effective Date, such Seller will not initiate any new Tax Appeal with respect to its Property without the consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. (e) 5.4.12.3 For purposes of this Section 6.5.135.4.12, “Tax Year” shall mean each 12-month period for which the applicable taxing authority assesses Property Taxes, which may or may not be a calendar year.

Tax Appeals. Purchaser acknowledges that certain of If any tax reduction proceedings, tax protest proceedings or tax assessment appeals for the SellersProperty, as identified on the Seller Information Schedule (the “Tax Appeal Sellers”) have filed appeals (each, an “Appeal”) with respect to real estate ad valorem or other similar property taxes applicable to the Tax Appeal Properties (the “Property Taxes”). (a) If such Appeal relates relating to any Tax Year (defined below) prior to through and including the Tax Year in which the Closing occurs, each Tax Appeal are pending at the time of Closing, Seller reserves and shall be entitled, in such Tax Appeal Seller’s sole discretion, have the right to continue to pursue such Appeal prosecute and/or settle the same without the consent of Purchaser including, without limitation, instituting any tax reduction proceeding, tax protest proceeding or tax assessment appeal for the Property with respect to property values determined during the Tax Year that the Closing occurs, but attributable to Tax Years after the Closing. Seller hereby reserves and shall have the exclusive right, at any time after the Closing Date, andto institute a tax reduction proceeding, in tax protest proceeding or tax assessment appeal for the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to any such prior Tax Year, each Tax Appeal Seller shall be entitled real estate taxes attributable to the full amount of any rebate, refund or reduction (collectively, a “Refund”) resulting from the Appeal. No Tax Appeal Seller shall be obligated Years prior to continue to pursue any Appeal with respect to the applicable Tax Appeal Property, including, without limitation, any Appeal that relates to a Tax Year during or after and including the Tax Year in which the Closing occurs. (b) If such Appeal relates occurs and Seller shall have the right to prosecute and/or settle the same without the consent of Purchaser. Purchaser agrees that it shall not independently institute any tax reduction proceedings, tax protest proceedings, or tax assessment appeals for the Property with respect to the Tax Years prior to and including the Tax Year in which the Closing occurs, then . Purchaser shall be entitled to take over and continue such Appeal from and after Closing, at Purchaser’s sole discretion and cost and expense, to reasonably process the Appeal to conclusion cooperate with the applicable taxing authority (including any further appeals which Purchaser deems reasonable to pursue). In the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to the Tax Year in which Closing occurs, then Purchaser and each Tax Appeal Seller shall share any Refund on a pro rata basis (in accordance with the number of days in the Tax Year of Closing that each held title to the applicable Tax Appeal Property) after first reimbursing each of Purchaser and each Tax Appeal Seller for their respective Third-Party Costs incurred in connection with the Appealprosecution and/or settlement of any such tax reduction proceedings, tax protest proceedings or tax assessment appeals, including executing such documents as Seller may reasonably request in order for Seller to prosecute and/or settle any such proceedings. If Third-Party Costs equal Any refunds or exceed savings in the payment of taxes resulting from any tax reduction proceedings, tax protest proceedings or tax assessment appeals applicable to the period prior to the Closing Date shall belong to Seller and any refunds or savings in the payment of taxes applicable to the period from and after the Closing Date shall belong to Purchaser. All attorneys’ fees and other expenses incurred in obtaining such refunds or savings shall be apportioned between Seller and Purchaser in proportion to the gross amount of the Award, then the Award shall be applied such refunds or savings payable to such Third-Party Costs on a pro rata basis, with each of Purchaser Seller and the applicable Tax Appeal Seller receiving a portion of the Award equal to the product of (i) a fraction, the numerator of which is the respective party’s Third-Party Costs, and the denominator of which is the total of both parties’ Third-Party Costs, and (ii) the amount of the Award. (c) Purchaser shall notify each Tax Appeal Seller within five (5) Business Days after receipt of any Refund check, and agrees to pay the applicable Tax Appeal Seller its Third-Party Costs plus such Tax Appeal Seller’s pro rata share of the Refund no later than ten (10) Business Days after Purchaser’s receipt of the Refund. (d) Each Seller agrees that after the Effective Date, such Seller will not initiate any new Tax Appeal with respect to its Property without the consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. (e) respectively. For purposes of this Section 6.5.137.4, “Tax Year” shall mean each 12-month period for which the applicable taxing authority assesses Property Taxes, which may or may not be a calendar year.

Tax Appeals. Purchaser acknowledges that certain of the Sellers, as identified on the Seller Information Schedule (the “Tax Appeal Sellers”) Sellers have filed appeals or may in the future file appeals (each, an “"Appeal”") with respect to real estate ad valorem or other similar property taxes applicable to the Tax Appeal Properties (the “"Property Taxes”"). (a) 5.4.13.1 If such Appeal relates to or affects the Property Taxes for any Tax Year (defined below) prior to the Tax Year in which the Closing occurs, each Tax Appeal Seller shall be entitled, in such Tax Appeal Seller’s 's sole discretion, to continue to pursue such Appeal after the Closing Date, and, in the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to any such prior Tax Year, each Tax Appeal Seller shall be entitled to the full amount of any rebate, refund or reduction (collectively, a “"Refund”") resulting from the such Appeal. No Tax Appeal Seller shall be obligated to continue to pursue any Appeal with respect to the applicable Tax Appeal Property, including, without limitation, any Appeal that relates to a Tax Year during or after the Tax Year in which Closing occurs. (b) 5.4.13.2 If such Appeal relates to or affects the Property Taxes for the Tax Year in which Closing occurs, then each Tax Appeal Seller shall notify Purchaser whether such Tax Appeal Seller desires to file and process the Appeal following the Closing Date. If a Tax Appeal Seller fails to notify Purchaser of its election to file and process such Appeal, such Tax Appeal Seller will be deemed to have elected not to file and process the Appeal following the Closing Date and the provisions of Section 5.4.13.2.2 shall apply. 5.4.13.2.1 If a Tax Appeal Seller elects pursuant to Section 5.4.13.2 to file and process the Appeal following the Closing Date, then, from and after the Closing Date, Purchaser agrees that such Tax Appeal Seller shall have the right to continue, at such Tax Appeal Seller’s sole cost and expense, to reasonably process the Appeal to conclusion with the applicable taxing authority (including any further appeals which such Tax Appeal Seller deems reasonable to pursue). In the event that the Appeal is successful in reducing the amount of Property Taxes applicable to the Tax Year in which Closing occurs, then Purchaser and such Tax Appeal Seller shall share any Refund on a pro rata basis (in accordance with the number of days in the Tax Year of Closing that each held title to the applicable Tax Appeal Property) after first reimbursing such Tax Appeal Seller for its actual, reasonable and documented third-party costs (collectively, the "Third-Party Costs") incurred in connection with the Appeal. If Third-Party Costs equal or exceed the amount of the Award, then each Tax Appeal Seller shall be entitled to take over the full amount of the Award. 5.4.13.2.2 If a Tax Appeal Seller does not elect pursuant to Section 5.4.13.2 to file and continue such Appeal process the Appeal, then, from and after Closingthe Closing Date, Purchaser may, but shall not be obligated to, file and process the Appeal, at Purchaser’s 's sole discretion and cost and expense, to reasonably process the Appeal to conclusion with the applicable taxing authority (including any further appeals which Purchaser deems reasonable to pursue). In the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to the Tax Year in which Closing occurs, then Purchaser and each Tax Appeal Seller shall share any Refund on a pro rata basis (in accordance with the number of days in the Tax Year of Closing that each held title to the applicable Tax Appeal Property) after first reimbursing each of Purchaser and each Tax Appeal Seller for their respective Third-Party Costs incurred in connection with the Appeal. If Third-Party Costs equal or exceed the amount of the Award, then the Award shall be applied to such Third-Party Costs on a pro rata basis, with each of Purchaser and the applicable Tax Appeal Seller receiving a portion of the Award equal to the product of (i) a fraction, the numerator of which is the respective party’s 's Third-Party Costs, and the denominator of which is the total of both parties’ ' Third-Party Costs, and (ii) the amount of the Award. To the extent reasonably available to a Tax Appeal Seller at Closing, such Tax Appeal Seller shall provide Purchaser with the amount of the Third-Party Costs incurred by such Tax Appeal Seller as of the date of Closing. (c) 5.4.13.3 Purchaser shall notify each Tax Appeal Seller within five (5) 5 Business Days after receipt of any Refund check, and agrees to pay the applicable Tax Appeal Seller its Third-Party Costs plus such Tax Appeal Seller’s 's pro rata share of the Refund no later than ten (10) 10 Business Days after Purchaser’s 's receipt of the Refund. (d) Each Seller agrees that after the Effective Date, such Seller will not initiate any new Tax Appeal with respect to its Property without the consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. (e) 5.4.13.4 For purposes of this Section 6.5.135.4.13, “Tax Year” shall mean each 12-month period for which the applicable taxing authority assesses Property Taxes, which may or may not be a calendar year."

Tax Appeals. Purchaser acknowledges that certain of the Sellers, as identified on the Seller Information Schedule (the “Tax Appeal Sellers”) have filed appeals (each, an “Appeal”) with respect to real estate ad valorem or other similar property taxes applicable to the Tax Appeal Properties (the “Property Taxes”). (a) If such Appeal relates Landlord shall have the right to contest any Tax Year valuation of the Project or any part thereof (defined below) prior to including the Tax Year in which the Closing occursPremises), each Tax Appeal Seller shall be entitled, in such Tax Appeal Seller’s sole discretion, to continue to pursue such Appeal after the Closing Date, and, in the event that the Appeal is successful in reducing or the amount of any Real Property Taxes, by legal proceedings, or in such other manner as it deems suitable (a “Tax Appeal”). If Landlord obtains a refund or abatement of Real Property Taxes payable with respect to any such prior Tax Yearfor the Project, each Tax Appeal Seller then Landlord shall first be entitled to the full amount of receive reimbursement from any rebate, refund or reduction (collectivelyabatement for all reasonable and customary expenses, a “Refund”) resulting from including reasonable attorneys’ fees, actually incurred by it in connection with obtaining such refund or abatement. After deduction of the Appeal. No Tax Appeal Seller reasonable and customary expenses described in the immediately preceding sentence, Landlord shall credit Tenant’s Share of the net refund or abatement of Real Property Taxes for the Project for any year in which Tenant contributed to Real Property Taxes pursuant to the terms hereof, against the next accruing payment of Rent, or if the Term shall have expired, Tenant’s Share of the net refund or abatement shall be obligated refunded to continue to pursue any Appeal with respect Tenant within thirty (30) days after receipt thereof by Landlord. Notwithstanding anything to the applicable Tax Appeal Propertycontrary contained in this Section 11.4, includingif the Term shall have expired as a result of a default by Tenant, without limitationor Tenant shall be in default of its obligations under this Lease on the Expiration Date, then Landlord shall have the right to retain Tenant’s Share of the net refund or abatement and apply it against any Appeal Base Rent or Additional Rent that relates to a Tax Year during or after the Tax Year in which Closing occursTenant owes Landlord. (b) If such Appeal relates to the Tax Year in which Closing occursNotwithstanding Section 11.4(a), then Purchaser Tenant shall be entitled permitted to take over and continue such Appeal from and after Closing, at Purchaser’s sole discretion and cost and expense, to reasonably process the Appeal to conclusion with the applicable taxing authority (including any further appeals which Purchaser deems reasonable to pursue). In the event request that the Appeal is successful in reducing the amount of Property Taxes payable with respect to the Tax Year in which Closing occurs, then Purchaser and each Landlord undertake a Tax Appeal Seller shall share any Refund on if Landlord has not conducted a pro rata basis Tax Appeal in the two (2) years immediately preceding such request. Upon request from Tenant, Landlord agrees to either (i) undertake such Tax Appeal in accordance with the number of days in the Tax Year of Closing that each held title to the applicable Tax Appeal PropertySection 11.4(a) after first reimbursing each of Purchaser and each Tax Appeal Seller for their respective Third-Party Costs incurred in connection with the Appeal. If Third-Party Costs equal or exceed the amount of the Award, then the Award shall be applied to such Third-Party Costs on a pro rata basis, with each of Purchaser and the applicable Tax Appeal Seller receiving a portion of the Award equal to the product of (i) a fraction, the numerator of which is the respective party’s Third-Party Costs, and the denominator of which is the total of both parties’ Third-Party Costs, and (ii) the amount engage a Real Property Tax expert to advise it of the Awardpropriety of a Tax Appeal. Upon receipt of such advice, Landlord and Tenant shall promptly meet to discuss such advice, and, if requested by Tenant, Landlord shall cause its Real Property Tax experts to attend such meeting. If so advised by its Real Property Tax experts, Landlord shall make such a Tax Appeal, unless same may negatively impact a filed or prospective zoning application with Hopewell Township. (c) Purchaser Notwithstanding anything to the contrary contained in this Section 11.4. Tenant shall notify each have the right to conduct a Tax Appeal Seller within five if (5i) Business Days after receipt of any Refund check, and agrees Landlord has been advised in accordance with Section 11.4(b) by its Real Property Tax experts to pay the applicable conduct a Tax Appeal Seller its Third-Party Costs plus such Tax Appeal Seller’s pro rata share and fails to do so, or (ii) at any time that all or any portion of the Refund no later than ten (10) Business Days after Purchaser’s receipt Premises is subdivided or condominiumize into one or more separate tax parcels. If Tenant obtains a refund or abatement of Real Property Taxes for the Project, then Tenant shall first be entitled to receive reimbursement from any refund or abatement for all reasonable and customary expenses, including reasonable attorneys’ fees, actually incurred by it in connection with obtaining such refund or abatement. If, at any time during the continuance of such proceedings, Landlord shall reasonably believe that there is a risk of imminent danger of loss or forfeiture of the Refund. (dProject or any part thereof, Landlord may demand that Tenant make prompt payment of the Real Property Taxes. At the request of Tenant, Landlord shall cooperate in any proceedings referred to in this Section 11.4(b) Each Seller agrees that after the Effective Date, such Seller will not initiate any new Tax Appeal with respect to its Property without the consent of Purchaser, which consent but shall not be unreasonably withheldliable for the payment of any costs or expenses in connection with any such proceedings. If the provisions of any law, conditioned rule or delayed. (e) For purposes regulation at the time in effect shall require that such proceedings be brought by and/or in the name of Landlord, Landlord shall permit the same to be brought in its name. Notwithstanding the foregoing, Tenant shall have no right to commence or continue any such proceedings if the resolution of such proceeding will establish a value for the Premises covering any period beyond the expiration of this Lease. Tenant shall be entitled to receive all refunds of Real Property Taxes applicable to the period up to the Expiration Date and, if any such refund is paid to Landlord, Landlord shall be deemed to hold such funds in trust and shall promptly pay the same to Tenant to the extent Tenant is entitled thereto. The provisions of this Section 6.5.13, “Tax Year” 11.4(c) shall mean each 12-month period for which survive the applicable taxing authority assesses Property Taxes, which may expiration or may not be a calendar yearearlier termination of this Lease.

Tax Appeals. Purchaser Buyer acknowledges that certain it has been informed that Seller is in the process of the Sellers, as identified on the Seller Information Schedule (the “Tax Appeal Sellers”) have filed appeals (each, an “Appeal”) with respect to contesting its 2009 real estate ad valorem taxes for the Property and may contest its 2010 taxes as well. If Seller is successful in obtaining a lower tax assessment for the Property, all credits, refunds or other similar property taxes applicable compensation related to the Tax Appeal Properties (the “Property Taxes”). (a) If such Appeal relates to any Tax Year (defined below) prior to the Tax Year in which prorated portion of the Closing occurs, each Tax Appeal Seller shall be entitled, in such Tax Appeal Seller’s sole discretion, to continue to pursue such Appeal after 2010 tax year ending on the Closing Date, andand (b) the 2009 and prior tax years (collectively, in the event that the Appeal is successful in reducing “Seller Tax Period”) shall belong to Seller. Buyer shall promptly pay Seller for (i) the amount of Property Taxes payable with respect to any such prior Tax Year, each Tax Appeal Seller shall be entitled refund Buyer receives related to the full amount of any rebate, refund or reduction (collectively, a “Refund”) resulting from the Appeal. No Seller Tax Appeal Seller shall be obligated to continue to pursue any Appeal with respect to the applicable Tax Appeal Property, including, without limitation, any Appeal that relates to a Tax Year during or after the Tax Year in which Closing occurs. (b) If such Appeal relates to the Tax Year in which Closing occurs, then Purchaser shall be entitled to take over and continue such Appeal from and after Closing, at Purchaser’s sole discretion and cost and expense, to reasonably process the Appeal to conclusion with the applicable taxing authority (including any further appeals which Purchaser deems reasonable to pursue). In the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to the Tax Year in which Closing occurs, then Purchaser and each Tax Appeal Seller shall share any Refund on a pro rata basis (in accordance with the number of days in the Tax Year of Closing that each held title to the applicable Tax Appeal Property) after first reimbursing each of Purchaser and each Tax Appeal Seller for their respective Third-Party Costs incurred in connection with the Appeal. If Third-Party Costs equal or exceed the amount of the Award, then the Award shall be applied to such Third-Party Costs on a pro rata basis, with each of Purchaser and the applicable Tax Appeal Seller receiving a portion of the Award equal to the product of (i) a fraction, the numerator of which is the respective party’s Third-Party Costs, and the denominator of which is the total of both parties’ Third-Party Costs, Period and (ii) the cash equivalent of any non-monetary benefit or other compensation Buyer receives related to the Seller Tax Period, including, but not limited to, tax credits applied to subsequent tax years, whereupon Buyer will be entitled to receive the benefit of such tax credits. Seller shall not be entitled to any compensation related to a lower tax assessment for the 2011 and subsequent tax years. Buyer agrees to take such other actions as may be required to fulfill the intent of the parties hereunder. Seller shall have the right to continue and to control the progress of and to make all decisions with respect to any contest of the real estate taxes and personal property taxes for the Property due and payable during the Closing Tax Year and all prior Tax Years. Seller shall keep Buyer apprised of any contest of the real estate taxes and personal property taxes for the Property due and payable during the Closing Tax Year and all prior Tax Years. Buyer shall have the right to control the progress of and to make all decisions with respect to any tax contest of the real estate taxes and personal property taxes for the Property due and payable during all Tax Years subsequent to the Closing Tax Year. All real estate and personal property tax refunds and credits received after Closing with respect to the Property shall be applied in the following order of priority: first, to pay the costs and expenses (including reasonable attorneys’ fees, expenses and disbursements and fees contingent on the amount of recovery) incurred in connection with obtaining such tax refund or credit; second, to pay any amounts due to any past or present tenant of the Award. Property as a result of such tax refund or credit to the extent required pursuant to the terms of the Leases; and third, apportioned between Buyer and Seller as follows: (a) any refunds or credits attributable to the Closing Tax Year shall be apportioned between Buyer and Seller in the manner provided in Paragraph 7.1; (b) any refunds or credits attributable to any period prior to the Closing Tax Year, shall be paid to Seller; and (c) Purchaser any refunds or credits attributable to any period after the Closing Tax Year shall notify be paid to Buyer. Buyer and Seller agree to cooperate with each Tax Appeal Seller within five (5) Business Days after receipt of other and to execute any Refund check, and agrees to pay the applicable Tax Appeal Seller its Third-Party Costs plus such Tax Appeal Seller’s pro rata share all documents reasonably requested in furtherance of the Refund no later than ten (10) Business Days after Purchaser’s receipt foregoing. The provisions of Section shall survive the RefundClosing. (d) Each Seller agrees that after the Effective Date, such Seller will not initiate any new Tax Appeal with respect to its Property without the consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. (e) For purposes of this Section 6.5.13, “Tax Year” shall mean each 12-month period for which the applicable taxing authority assesses Property Taxes, which may or may not be a calendar year.

Tax Appeals. Purchaser acknowledges that certain of the Sellers, as identified on the Seller Information Schedule has filed an appeal (the “Tax Appeal Sellers”) have filed appeals (each, an “"Appeal”") with respect to real estate ad valorem or other similar property taxes applicable to the Tax Appeal Properties Property (the “"Property Taxes”"). (a) 5.4.14.1 If such Appeal relates to any Tax Year (defined below) prior to the Tax Year in which the Closing occurs, each Tax Appeal Seller shall be entitled, in such Tax Appeal Seller’s 's sole discretion, to continue to pursue such Appeal after the Closing Date, and, in the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to any such prior Tax Year, each Tax Appeal Seller shall be entitled to the full amount of any rebate, refund or reduction (collectively, a “"Refund”") resulting from the Appeal. No Tax Appeal Seller shall not be obligated to continue to pursue any Appeal with respect to the applicable Tax Appeal Property, including, without limitation, any Appeal that relates to a Tax Year during or after the Tax Year in which Closing occurs. (b) 5.4.14.2 If such Appeal relates to the Tax Year in which Closing occurs, then, prior to the Closing, Seller shall notify Purchaser whether Seller desires to continue to process the Appeal from and after the Closing Date. If Seller fails to notify Purchaser of its election to continue the Appeal, Seller will be deemed to have elected not to continue the Appeal from and after the Closing Date and the provisions of Section 5.4.14.2.2 shall apply. 5.4.14.2.1 If Seller elects to continue the Appeal, then, from and after the Closing Date, Seller agrees that it will continue, at Seller’s sole cost and expense, to reasonably process the Appeal to conclusion with the applicable taxing authority (including any further appeals which Seller deems reasonable to pursue). In the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to the Tax Year in which Closing occurs, then Purchaser and Seller shall share any Refund on a pro rata basis (in accordance with the number of days in the Tax Year of Closing that each held title to the Property) after first reimbursing Seller for its actual, reasonable and documented third-party costs (collectively, the "Third-Party Costs") incurred in connection with the Appeal. If Third-Party Costs equal or exceed the amount of the Award, then Seller shall be entitled to take over and the full amount of the Award. 5.4.14.2.2 If Seller does not elect to continue such Appeal the Appeal, then, from and after Closingthe Closing Date, Purchaser may continue, at Purchaser’s 's sole discretion and cost and expense, to reasonably process the Appeal to conclusion with the applicable taxing authority (including any further appeals which Purchaser deems reasonable to pursue). In the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to the Tax Year in which Closing occurs, then Purchaser and each Tax Appeal Seller shall share any Refund on a pro rata basis (in accordance with the number of days in the Tax Year of Closing that each held title to the applicable Tax Appeal Property) after first reimbursing each of Purchaser and each Tax Appeal Seller for their respective Third-Party Costs incurred in connection with the Appeal. If Third-Party Costs equal or exceed the amount of the Award, then the Award shall be applied to such Third-Party Costs on a pro rata basis, with each of Purchaser and the applicable Tax Appeal Seller receiving a portion of the Award equal to the product of (i) a fraction, the numerator of which is the respective party’s 's Third-Party Costs, and the denominator of which is the total of both parties’ ' Third-Party Costs, and (ii) the amount of the Award. (c) 5.4.14.3 Purchaser shall notify each Tax Appeal Seller within five (5) 5 Business Days after receipt of any Refund check, and agrees to pay the applicable Tax Appeal Seller its Third-Party Costs plus such Tax Appeal Seller’s 's pro rata share of the Refund no later than ten (10) 10 Business Days after Purchaser’s 's receipt of the Refund. (d) Each Seller agrees that after the Effective Date, such Seller will not initiate any new Tax Appeal with respect to its Property without the consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. (e) For purposes of this Section 6.5.13, “Tax Year” shall mean each 12-month period for which the applicable taxing authority assesses Property Taxes, which may or may not be a calendar year.. 5.4.14.4

Tax Appeals. Purchaser acknowledges that certain of the SellersPrior to Closing, as identified on the Seller Information Schedule agrees to file an appeal (the “Tax Appeal Sellers”) have filed appeals (each, an “Appeal”) with respect to real estate ad valorem or other similar property taxes applicable to the Property assessed during the Tax Appeal Properties Year in which Closing occurs (the “Property Taxes”). 5.4.12.1 Prior to the Closing, Seller shall notify Purchaser whether Seller desires to continue to process the Tax Appeal from and after the Closing Date. If Seller fails to notify Purchaser of its election to continue the Tax Appeal, Seller will be deemed to have elected not to continue the Tax Appeal from and after the Closing Date and the provisions of Section 5.4.12.1(b) shall apply. (a) If such Appeal relates Seller elects to any Tax Year (defined below) prior to continue the Tax Year in which the Closing occursAppeal, each Tax Appeal Seller shall be entitledthen, in such Tax Appeal Seller’s sole discretion, to continue to pursue such Appeal from and after the Closing Date, andSeller agrees that it will continue, in at Seller’s sole cost and expense, to reasonably process the Tax Appeal to conclusion with the applicable taxing authority (including any further appeals which Seller deems reasonable to pursue). In the event that the Tax Appeal is successful in reducing the amount of Property Taxes payable with respect to any such prior the Tax YearYear in which Closing occurs, each Tax Appeal then Purchaser and Seller shall be entitled to the full amount of share any rebate, refund or reduction (collectively, a “Refund”) resulting from the Tax Appeal on a pro rata basis (in accordance with the number of days in the Tax Year of Closing that each held title to the Property) after first reimbursing Seller for its actual, reasonable and documented third-party costs (collectively, the “Third-Party Costs”) incurred in connection with the Tax Appeal. No Tax Appeal If Third-Party Costs equal or exceed the amount of the Refund, then Seller shall be obligated to continue to pursue any Appeal with respect entitled to the applicable Tax Appeal Property, including, without limitation, any Appeal that relates to a Tax Year during or after full amount of the Tax Year in which Closing occursRefund. (b) If such Appeal relates Seller does not elect to continue the Tax Year in which Closing occursAppeal, then Purchaser shall be entitled to take over and continue such Appeal then, from and after Closingthe Closing Date, Purchaser agrees that it will continue, at Purchaser’s sole discretion and cost and expense, to reasonably process the Tax Appeal to conclusion with the applicable taxing authority (including any further appeals which Purchaser deems reasonable to pursue). In the event that the Tax Appeal is successful in reducing the amount of Property Taxes payable with respect to the Tax Year in which Closing occurs, then Purchaser and each Tax Appeal Seller shall share any Refund on a pro rata basis (in accordance with the number of days in the Tax Year of Closing that each held title to the applicable Tax Appeal Property) after first reimbursing each of Purchaser and each Tax Appeal Seller for their respective Third-Party Costs incurred in connection with the Tax Appeal. If Third-Party Costs equal or exceed the amount of the AwardRefund, then the Award Refund shall be applied to such Third-Party Costs on a pro rata basis, with each of Purchaser and the applicable Tax Appeal Seller receiving a portion of the Award Refund equal to the product of (i) a fraction, the numerator of which is the respective party’s Third-Party Costs, and the denominator of which is the total of both parties’ Third-Party Costs, and (ii) the amount of the Award. (c) Purchaser shall notify each Tax Appeal Seller within five (5) Business Days after receipt of any Refund check, and agrees to pay the applicable Tax Appeal Seller its Third-Party Costs plus such Tax Appeal Seller’s pro rata share of the Refund no later than ten (10) Business Days after Purchaser’s receipt of the Refund. (d) Each Seller agrees that after the Effective Date, such Seller will not initiate any new Tax Appeal with respect to its Property without the consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. (e) 5.4.12.2 For purposes of this Section 6.5.135.4.12, “Tax Year” shall mean each 12-month period for which the applicable taxing authority assesses Property Taxes, which may or may not be a calendar year.

Tax Appeals. Subject to the rights of tenants under Leases, following the Closing, (i) Purchaser acknowledges that certain shall have the right to pursue on behalf of the Sellers, Subsidiary all tax appeals in progress as identified of the Closing Date which relate to the year of Closing and all subsequent years and (ii) Seller shall have the right to pursue on behalf of the Seller Information Schedule Subsidiary all tax appeals in progress as of the Closing Date which relate to all years prior to the year of Closing (the “Pre-Closing Tax Appeal SellersAppeals”) have filed appeals (each, an “Appeal”) with respect and any proceeds of the Pre-Closing Tax Appeals shall be the property of Seller unless such proceeds are required to real estate ad valorem or other similar property taxes applicable be paid to the Tax Appeal Properties (tenant under the “Property Taxes”). (a) If such Appeal relates to any Tax Year (defined below) prior to the Tax Year applicable Lease, in which the Closing occurscase, each Tax Appeal Seller shall be entitled, in promptly upon receipt of such Tax Appeal proceeds remit to Purchaser such proceeds less Seller’s sole discretion, to continue to pursue such Appeal after the Closing Date, and, in the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to any such prior Tax Year, each Tax Appeal Seller shall be entitled to the full amount of any rebate, refund or reduction (collectively, a “Refund”) resulting from the Appeal. No Tax Appeal Seller shall be obligated to continue to pursue any Appeal with respect to the applicable Tax Appeal Propertyout-of-pocket costs, including, without limitation, any Appeal that relates to a Tax Year during or after the Tax Year in which Closing occurs. (b) If such Appeal relates to the Tax Year in which Closing occursreasonable attorney’s fees, then Purchaser shall be entitled to take over and continue such Appeal from and after Closing, at Purchaser’s sole discretion and cost and expense, to reasonably process the Appeal to conclusion with the applicable taxing authority (including any further appeals which Purchaser deems reasonable to pursue). In the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to the Tax Year in which Closing occurs, then Purchaser and each Tax Appeal Seller shall share any Refund on a pro rata basis (in accordance with the number of days in the Tax Year of Closing that each held title to the applicable Tax Appeal Property) after first reimbursing each of Purchaser and each Tax Appeal Seller for their respective Third-Party Costs incurred in connection with such Pre-Closing Tax Appeal, but in no event less than the Appealamounts owed to the tenant under the applicable Lease. If Third-Party Costs equal or exceed Notwithstanding the amount foregoing, in no event shall Seller on behalf of the Award, then the Award shall be applied to such ThirdSubsidiary settle any Pre-Party Costs on a pro rata basis, with each of Purchaser and the applicable Closing Tax Appeal Seller receiving a portion of the Award equal to the product of (i) a fraction, the numerator of which is the respective party’s Third-Party Costs, and the denominator of which is the total of both parties’ Third-Party Costs, and (ii) the amount of the Award. (c) Purchaser shall notify each Tax Appeal Seller within five (5) Business Days after receipt of any Refund check, and agrees to pay the applicable Tax Appeal Seller its Third-Party Costs plus such Tax Appeal Seller’s pro rata share of the Refund no later than ten (10) Business Days after Purchaser’s receipt of the Refund. (d) Each Seller agrees that after the Effective Date, such Seller will not initiate any new Tax Appeal with respect to its Property without the prior consent of Purchaser, which consent shall not to be unreasonably withheld, conditioned or delayed. , unless Seller is required to settle such Pre-Closing Tax Appeal on behalf of the Subsidiary pursuant to the terms of the applicable Lease. If Seller elects not to pursue on behalf of the Subsidiary any Pre-Closing Tax Appeal, Seller shall so notify Purchaser within a reasonable period after the Closing, and Purchaser, at its option, may elect to pursue on behalf of the Subsidiary such Pre-Closing Tax Appeal, unless Purchaser is required to pursue on behalf of the Subsidiary such Pre-Closing Tax Appeal pursuant to the terms of the applicable Leases, in which case Purchaser shall pursue on behalf the Subsidiary such Pre-Closing Tax Appeal. With respect to (ei) For purposes any Pre-Closing Tax Appeal which Seller elects on behalf of the Subsidiary not to pursue and which Purchaser elects or is obligated on behalf of the Subsidiary to pursue, and (ii) any tax appeal in progress as of the Closing Date with respect to the year of Closing, Seller shall cooperate with Purchaser and the Subsidiary, including, without limitation, substituting counsel, making Seller’s experts available to Purchaser and the Subsidiary and providing Purchaser with copies of such appeals and any relevant documentation. The provisions of this Section 6.5.13, “Tax Year” 8.10 shall mean each 12-month period for which survive the applicable taxing authority assesses Property Taxes, which may or may not be a calendar yearClosing.

Tax Appeals. Purchaser acknowledges and agrees that certain of the SellersSeller, as identified on the Seller Information Schedule in its sole discretion, may file an appeal (the “Tax Appeal Sellers”) have filed appeals (each, an “"Appeal”") with respect to real estate ad valorem or other similar property taxes applicable to the Tax Appeal Properties (the “Property Taxes”). (a) If such Appeal relates to any Tax Year (defined below) prior to for the Tax Year in which Closing occurs (the Closing occurs"Property Taxes"). Prior to the Closing, each Tax Appeal Seller shall be entitled, in such Tax Appeal Seller’s sole discretion, notify Purchaser whether Seller desires to continue to pursue such process the Appeal from and after the Closing Date. If Seller fails to notify Purchaser of its election to continue the Appeal, Seller will be deemed to have elected not to continue the Appeal from and after the Closing Date and the provisions of Section 5.4.12.2 below shall apply. 5.4.12.1 If Seller elects to continue the Appeal, then, from and after the Closing Date, andSeller agrees that it will continue, in at Seller's sole cost and expense, to reasonably process the Appeal to conclusion with the applicable taxing authority (including any further appeals which Seller deems reasonable to pursue). In the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to any such prior Tax Year, each Tax Appeal Seller shall be entitled to the full amount of any rebate, refund or reduction (collectively, a “Refund”) resulting from the Appeal. No Tax Appeal Seller shall be obligated to continue to pursue any Appeal with respect to the applicable Tax Appeal Property, including, without limitation, any Appeal that relates to a Tax Year during or after the Tax Year in which Closing occurs. (b) If such Appeal relates to the Tax Year in which Closing occurs, then Purchaser and Seller shall share any Refund on a pro rata basis (in accordance with the number of days in the Tax Year of Closing that each held title to the Property) after first reimbursing Seller for its actual, reasonable and documented third-party costs (collectively, the "Third-Party Costs") incurred in connection with the Appeal. If Third-Party Costs equal or exceed the amount of the Award, then Seller shall be entitled to take over and the full amount of the Award. 5.4.12.2 If Seller does not elect to continue such Appeal the Appeal, then, from and after Closingthe Closing Date, Purchaser agrees that it will continue, at Purchaser’s 's sole discretion and cost and expense, to reasonably process the Appeal to conclusion with the applicable taxing authority (including any further appeals which Purchaser deems reasonable to pursue). In the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to the Tax Year in which Closing occurs, then Purchaser and each Tax Appeal Seller shall share any Refund on a pro rata basis (in accordance with the number of days in the Tax Year of Closing that each held title to the applicable Tax Appeal Property) after first reimbursing each of Purchaser and each Tax Appeal Seller for their respective Third-Party Costs incurred in connection with the Appeal. If Third-Third- Party Costs equal or exceed the amount of the Award, then the Award shall be applied to such Third-Party Costs on a pro rata basis, with each of Purchaser and the applicable Tax Appeal Seller receiving a portion of the Award equal to the product of (i) a fraction, the numerator of which is the respective party’s 's Third-Party Costs, and the denominator of which is the total of both parties’ ' Third-Party Costs, and (ii) the amount of the Award. (c) Purchaser shall notify each Tax Appeal Seller within five (5) Business Days after receipt of any Refund check, and agrees to pay the applicable Tax Appeal Seller its Third-Party Costs plus such Tax Appeal Seller’s pro rata share of the Refund no later than ten (10) Business Days after Purchaser’s receipt of the Refund. (d) Each Seller agrees that after the Effective Date, such Seller will not initiate any new Tax Appeal with respect to its Property without the consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. (e) 5.4.12.3 For purposes of this Section 6.5.13Section, “"Tax Year” " shall mean each 12-month period for which the applicable taxing authority assesses Property Taxes, which may or may not be a calendar year.

Tax Appeals. Purchaser acknowledges that certain of the Sellers, as identified on the Seller Information Schedule (the “Tax Appeal Sellers”) have filed appeals (each, an “Appeal”) with respect to real estate ad valorem or other similar property taxes applicable to the Tax Appeal Properties (the “Property Taxes”). (a) If such Appeal relates to any Tax Year (defined below) prior to the Tax Year in which the Closing occurs, each Tax Appeal Seller shall be entitled, in such Tax Appeal Seller’s sole discretion, have the right to continue and to pursue such Appeal after control the Closing Date, and, in the event that the Appeal is successful in reducing the amount progress of Property Taxes payable and to make all decisions with respect to any such contest of the real estate taxes and personal property taxes for the Property due and payable during the Closing Tax Year and all prior Tax Year, each Tax Appeal Years. Buyer hereby acknowledges and agrees that Seller shall be entitled to has appealed the full amount of any rebate, refund or reduction (collectively, a “Refund”) resulting from taxes for the Appeal. No Tax Appeal Seller shall be obligated to continue to pursue any Appeal Property with respect to the applicable 2009 and 2010 Tax Appeal PropertyYears, includingsuch tax appeals remain pending, and following Closing, Seller shall continue to control such tax appeals without limitationany interference from Buyer or any of Buyer’s Representatives; provided, however, Seller will use commercially reasonable efforts to provide Buyer with periodic updates regarding of the ongoing status of such pending tax appeals. Buyer shall have the right to control the progress of and to make all decisions with respect to any Appeal that relates to a tax contest of the real estate taxes and personal property taxes for the Property due and payable during all Tax Year during or after the Tax Year in which Closing occurs. (b) If such Appeal relates Years subsequent to the Closing Tax Year in which Year. All real estate and personal property tax refunds and credits received after Closing occurs, then Purchaser shall be entitled to take over and continue such Appeal from and after Closing, at Purchaser’s sole discretion and cost and expense, to reasonably process the Appeal to conclusion with the applicable taxing authority (including any further appeals which Purchaser deems reasonable to pursue). In the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to the Tax Year in which Closing occurs, then Purchaser and each Tax Appeal Seller Property shall share any Refund on a pro rata basis (in accordance with the number of days be applied in the Tax Year following order of Closing that each held title priority: first, to pay the applicable Tax Appeal Propertyout-of pocket costs and expenses (including reasonable attorneys’ fees, expenses and disbursements and fees contingent on the amount of recovery) after first reimbursing each of Purchaser and each Tax Appeal Seller for their respective Third-Party Costs incurred in connection with obtaining such tax refund or credit; and second, apportioned between Buyer and Seller as follows: (a) any refunds or credits attributable to the Appeal. If Third-Party Costs equal or exceed the amount of the Award, then the Award Closing Tax Year shall be applied apportioned between Buyer and Seller in the manner provided in Paragraph 7.1; (b) any refunds or credits attributable to such Third-Party Costs on a pro rata basis, with each of Purchaser and the applicable Tax Appeal Seller receiving a portion of the Award equal any period prior to the product of (i) a fractionClosing Tax Year, the numerator of which is the respective party’s Third-Party Costs, shall be paid to Seller; and the denominator of which is the total of both parties’ Third-Party Costs, and (ii) the amount of the Award. (c) Purchaser any refunds or credits attributable to any period after the Closing Tax Year shall notify be paid to Buyer. Buyer and Seller agree to cooperate with each Tax Appeal Seller within five (5) Business Days after receipt of other and to execute any Refund check, and agrees to pay the applicable Tax Appeal Seller its Third-Party Costs plus such Tax Appeal Seller’s pro rata share all documents reasonably requested in furtherance of the Refund no later than ten (10) Business Days after Purchaser’s receipt of foregoing. The provisions this Paragraph shall survive the RefundClosing. (d) Each Seller agrees that after the Effective Date, such Seller will not initiate any new Tax Appeal with respect to its Property without the consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. (e) For purposes of this Section 6.5.13, “Tax Year” shall mean each 12-month period for which the applicable taxing authority assesses Property Taxes, which may or may not be a calendar year.