Common use of Tax Covenants Clause in Contracts

Tax Covenants. (a) Contributor and the Operating Partnership shall provide each other with such cooperation and information relating to any of the Contributed Interests, the Contributed Entities, the Subsidiary Entities, the Property Entities or the Properties as the parties reasonably may request in (i) filing any Tax Return, amended Tax Return or claim for tax refund, (ii) determining any liability for taxes or a right to a tax refund, (iii) conducting or defending any proceeding in respect of taxes, or (iv) performing tax diligence, including with respect to the impact of this transaction on the REIT’s tax status as a REIT. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership shall promptly notify Contributor upon receipt by the Operating Partnership or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect to the income, properties or operations of any of the Contributed Entities, the Subsidiary Entities, the Property Entities or their subsidiaries or with respect to any Property and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership or any of its affiliates, in each case, which may affect the liabilities for taxes of Contributor with respect to any tax period ending before or as a result of the Closing. Contributor shall promptly notify the Operating Partnership in writing upon receipt by Contributor or any of its affiliates of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties or operations of any of the Contributed Entities, the Property Entities or the Subsidiary Entities or with respect to any Property. Each of the Operating Partnership and Contributor may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; provided, that Contributor shall have the right to control the conduct of any such audit or proceeding or portion thereof for which Contributor has acknowledged liability (except as a partner of the Operating Partnership) for the payment of any additional tax liability, and the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership nor Contributor may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax effect on the other party or its affiliates (other than on Contributor or any of its affiliates as a partner of the Operating Partnership) without the consent of the other party, such consent not to be unreasonably withheld. Contributor and the Operating Partnership shall retain all Tax Returns, schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, and the Properties, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns and other documents relate and until the final determination of any tax in respect of such years.

Tax Covenants. (a) Each Contributor and the Operating Partnership shall provide each other with such cooperation and information relating to any of the Contributed Interests, the Contributed Entities, the Subsidiary Entitiestheir subsidiaries, the Property Entities or the Properties as the parties reasonably may request in (i) filing any Tax Return, amended Tax Return or claim for tax refund, (ii) determining any liability for taxes or a right to a tax refund, (iii) conducting or defending any proceeding in respect of taxes, or (iv) performing tax diligence, including with respect to the impact of this transaction on the REIT’s tax status as a REIT. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership shall promptly notify Contributor upon receipt by the Operating Partnership or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect to the income, properties or operations of any of the Contributed Entities, the Subsidiary Entitiestheir subsidiaries, the Property Entities or their subsidiaries or with respect to any Property and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership or any of its affiliates, in each case, which may affect the liabilities for taxes of Contributor with respect to any tax period ending before or as a result of the Closing. Each Contributor shall promptly notify the Operating Partnership in writing upon receipt by Contributor or any of its affiliates of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties or operations of any of the Contributed Entities, the Property Entities or the Subsidiary Entities their subsidiaries or with respect to any Property. Each of the Operating Partnership and Contributor Contributors may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; provided, that a Contributor shall have the right to control the conduct of any such audit or proceeding or portion thereof for which such Contributor has acknowledged liability (except as a partner of the Operating Partnership) for the payment of any additional tax liability, and the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership nor a Contributor may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax effect on the other party or its affiliates (other than on a Contributor or any of its affiliates as a partner of the Operating Partnership) without the consent of the other party, such consent not to be unreasonably withheld. Each Contributor and the Operating Partnership shall retain all Tax Returns, schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entitiestheir subsidiaries, and the Properties, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns and other documents relate and until the final determination of any tax in respect of such years.

Tax Covenants. (a) Contributor and the Operating Partnership shall provide each other with such reasonable cooperation and information relating to any of the Contributed Interests, the Contributed Entities, the Subsidiary Entities, the Property Entities or the Properties Assets as the parties reasonably may request require in (i) filing any Tax Returnreturn, amended Tax Return return or claim for tax Tax refund, (ii) determining any liability for taxes or a right to a tax refund, (iii) conducting or defending any proceeding in respect of taxes, taxes or (iv) performing tax diligence, including with respect to the impact of this transaction on the REITCompany’s tax status qualification as a REIT. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderREIT for U.S. federal income Tax purposes. The Operating Partnership shall promptly notify Contributor upon receipt by the Operating Partnership or any of its affiliates Affiliates of written notice of (iA) any pending or threatened tax audits or assessments with respect to the income, properties or operations of any of the Contributed Entities, the Subsidiary Entities, the Property Entities or their subsidiaries or with respect to any Property and (iiB) any pending or threatened U.S. federal, state, local or foreign tax audits or assessments of the Operating Partnership or any of its affiliatesAffiliates, in each case, case which may would affect the liabilities for taxes Taxes of Contributor with respect to any tax period taxable period, or portion thereof, ending before on or as a result of prior to the ClosingClosing Date. Contributor shall promptly notify the Operating Partnership in writing upon receipt by Contributor or any of its affiliates Subsidiaries of written notice of any pending or threatened U.S. federal, state, local or foreign tax Tax audits or assessments relating to the income, properties or operations of any of the Contributed Entities, the Property Entities or the Subsidiary Entities Contributor or with respect to any the Property. Each of the The Operating Partnership and shall be responsible for the prosecution of any claim or audit instituted after the Closing Date with respect to Taxes attributable to any taxable period, or portion thereof, ending on or before the Closing Date, provided, that the Contributor may participate at its own expense and the Operating Partnership shall cooperate with Contributor in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; provided, that Contributor shall have the right to control the conduct of any such audit or proceeding or portion thereof for which Contributor has acknowledged liability (except as a partner of the Operating Partnership) for the payment of any additional tax liability, and the Operating Partnership shall have the right to control any other audits and proceedingsthereof. Notwithstanding the foregoing, neither if Contributor has not liquidated, the Operating Partnership nor Contributor may not settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax effect on the other party Contributor or its affiliates Affiliates (other than on Contributor or any of its affiliates their Affiliates as a partner of the Operating Partnership) without the consent of the other partyContributor, such consent not to be unreasonably withheld, conditioned or delayed. Contributor and shall deliver to the Operating Partnership shall retain all Tax Returnstax returns, schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, and the PropertiesProperty, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns and other documents relate and until the final determination of any tax in respect of such years.

Tax Covenants. (a) Contributor From the date hereof and subsequent to the Closing, each Owner and the Operating Partnership Acquirer shall provide each other with such cooperation and information relating to any of the Contributed Interests, the Contributed Entities, the Subsidiary Entities, the Property Entities or the Properties Company as the parties reasonably may request in (i) filing any Tax Returntax return, amended Tax Return tax return or claim for tax refund, (ii) determining any liability for taxes or a right to a tax refund, or (iii) conducting or defending any proceeding in respect of taxes, or (iv) performing tax diligence, including with respect to the impact of this transaction on the REIT’s tax status as a REIT. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership Acquirer shall promptly notify Contributor the Owners in writing upon receipt by the Operating Partnership Acquirer or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect to the income, properties or operations of any of the Contributed Entities, the Subsidiary Entities, the Property Entities or their subsidiaries or with respect to any Property Company and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership Acquirer or any of its affiliates, in each case, case which may affect the liabilities for taxes of Contributor any Owner with respect to any tax period ending on or before or as a result of the ClosingClosing Date. Contributor Each Owner shall promptly notify the Operating Partnership Acquirer in writing upon receipt by Contributor or any of its affiliates such Owner of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties or operations of any of the Contributed Entities, the Property Entities or the Subsidiary Entities or with respect to any PropertyCompany. Each of the Operating Partnership Acquirer and Contributor each Owner may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; , provided, that Contributor such Owners shall have the right to control the conduct of any such audit or proceeding or portion thereof for which Contributor the Owners (or its owners) has acknowledged liability (except as a partner of the Operating Partnership) for the payment of any additional tax liability, and the Operating Partnership Acquirer shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership Acquirer nor Contributor any Owner may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax effect on the other party or its affiliates (other than on Contributor or any of its affiliates as a partner of the Operating Partnership) owners without the consent of the other party, such consent not to be unreasonably withheld. Contributor Each Owner and the Operating Partnership Acquirer shall retain all Tax Returnstax returns, schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, and the Propertiespapers, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns tax returns and other documents relate to and until the final determination of any tax in respect of such years.

Tax Covenants. (a) Contributor The Contributors and the Operating Partnership shall provide each other with such cooperation and information relating to any of the Contributed Interests, the Contributed Entities, the Subsidiary Entities, the Property Entities Partnership Interests or the Properties as the parties reasonably may request in (i) filing any Tax Returntax return, amended Tax Return tax return or claim for tax refund, (ii) determining any liability for taxes or a right to a tax refund, or (iii) conducting or defending any proceeding in respect of taxes, or (iv) performing tax diligence, including with respect to the impact of this transaction on the REIT’s tax status as a REIT. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership shall promptly notify each Contributor upon receipt by the Operating Partnership or any of its affiliates of notice of (ix) any pending or threatened tax audits or assessments with respect to the income, properties or operations of any of the Contributed Entities, the Subsidiary Entities, the Property Entities or their subsidiaries Partnerships or with respect to any Property and (iiy) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership or any of its affiliates, in each case, case which may affect the liabilities for taxes of Contributor any of the Contributors with respect to any tax period ending before or as a result of the Closing. Each Contributor shall promptly notify the Operating Partnership in writing upon receipt by such Contributor or any of its affiliates of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties or operations of any of the Contributed Entities, the Property Entities or the Subsidiary Entities Partnerships or with respect to any Property. Each of the Operating Partnership and Contributor the Contributors may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; , provided, that Contributor the Contributors shall have the right to control the conduct of any such audit or proceeding or portion thereof for which Contributor has acknowledged liability (except as a partner of with respect to income taxes attributable to periods, or portions thereof, ending on or prior to the Operating Partnership) for the payment of any additional tax liabilityClosing Date, and the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership nor Contributor may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax effect on the other party or its affiliates (other than on Contributor or any of its affiliates as a partner of the Operating Partnership) without the consent of the other party, such consent not to be unreasonably withheld. Contributor and the Operating Partnership shall retain all Tax Returns, schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, and the Properties, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns and other documents relate and until the final determination of any tax in respect of such years.

Tax Covenants. (a) Each Contributor and the Operating Partnership shall provide each other with such cooperation and information relating to any of the Contributed Interests, the Contributed Entities, the Subsidiary Entities, the Property Entities or the Properties Partnership Interests as the parties reasonably may request in (i) filing any Tax Returntax return, amended Tax Return tax return or claim for tax refund, (ii) determining any liability for taxes or a right to a tax refund, or (iii) conducting or defending any proceeding in respect of taxes, or (iv) performing tax diligence, including with respect to the impact of this transaction on the REIT’s tax status as a REIT. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership shall promptly notify the applicable Contributor in writing upon receipt by the Operating Partnership or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect to the income, properties or operations of any of the Contributed Entities, the Subsidiary Entities, the Property Entities or their subsidiaries or with respect to any Property Partnerships and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership or any of its affiliates, in each case, case which may affect the liabilities for taxes of such Contributor with respect to any tax period ending on or before or as a result of the ClosingClosing Date. Each Contributor shall promptly notify the Operating Partnership in writing upon receipt by such Contributor or any of its affiliates of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties or operations of any of the Contributed Entities, the Property Entities or the Subsidiary Entities or with respect to any PropertyPartnerships. Each of the Operating Partnership Partnership, and each Contributor may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; , provided, that such Contributor shall have the right to control the conduct of any such audit or proceeding or portion thereof for which such Contributor (or its owners) has acknowledged liability (except as a partner of the Operating Partnership) for the payment of any additional tax liability, and the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership nor any Contributor may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax effect on the other party or its affiliates (other than on Contributor or any of its affiliates as a partner of the Operating Partnership) owners without the consent of the other party, such consent not to be unreasonably withheld. Each Contributor and the Operating Partnership shall retain all Tax Returnstax returns, schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, and the Propertiespapers, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns tax returns and other documents relate and until the final determination of any tax in respect of such years.

Tax Covenants. (a) The Contributor and the Operating Partnership shall provide each other with such cooperation and information relating to any of the Contributed Interests, the Contributed Entities, the Subsidiary Entities, the Property Entities Partnership Interests or the Properties as the parties reasonably may request in (i) filing any Tax Return, amended Tax Return or claim for tax Tax refund, (ii) determining any liability for taxes Taxes or a right to a tax Tax refund, (iii) conducting or defending any proceeding in respect of taxesTaxes, or (iv) performing tax Tax diligence, including with respect to the impact of this transaction on the REITCompany’s tax Tax status as a REIT. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership shall promptly notify the Contributor upon receipt by the Operating Partnership or any of its affiliates of notice of (i) any pending or threatened tax Tax audits or assessments with respect to the income, properties or operations of any of the Contributed Entities, the Subsidiary Entities, the Property Entities or their subsidiaries Partnerships or with respect to any Property and (ii) any pending or threatened federal, state, local or foreign tax Tax audits or assessments of the Operating Partnership or any of its affiliates, in each case, case which may affect the liabilities for taxes Taxes of the Contributor (or its owners) with respect to any tax period ending before or as a result of the Closing. The Contributor shall promptly notify the Operating Partnership in writing upon receipt by the Contributor or any of its affiliates of notice of any pending or threatened federal, state, local or foreign tax non-U.S. Tax audits or assessments relating to the income, properties or operations of any of the Contributed Entities, the Property Entities or the Subsidiary Entities Partnerships or with respect to any PropertyProperty that may impact or otherwise effect the liability for Taxes of the Operating Partnership other than as a result of the Closing. Each Subject to Section 2.6(b)(iii), each of the Operating Partnership and the Contributor may participate at its own expense in the prosecution of any claim or audit with respect to taxes Taxes attributable to any taxable period ending on or before the Closing Date; , provided, that the Contributor shall have the right to control the conduct of any such audit or proceeding or portion thereof for which the Contributor (or its owners) has acknowledged liability (except as a partner of the Operating Partnership) for the payment of any additional tax Tax liability, and the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership nor the Contributor may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax Tax effect on the other party or its affiliates (other than on the Contributor or any of its affiliates as a partner of the Operating Partnership) without the consent of the other party, such consent not to be unreasonably withheld. The Contributor and the Operating Partnership shall retain all Tax Returns, schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, Partnerships and the Properties, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns and other documents relate and until the final determination of any tax Tax in respect of such years.

Tax Covenants. (a) From the date hereof and subsequent to the Closing, each Contributor and the Operating Partnership Acquirer shall provide each other with such cooperation and information relating to any of the Contributed Interests, the Contributed Entities, the Subsidiary Entities, the Property Entities or the Properties Company as the parties reasonably may request in (i) filing any Tax Returntax return, amended Tax Return tax return or claim for tax refund, (ii) determining any liability for taxes or a right to a tax refund, or (iii) conducting or defending any proceeding in respect of taxes, or (iv) performing tax diligence, including with respect to the impact of this transaction on the REIT’s tax status as a REIT. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership Acquirer shall promptly notify Contributor the Contributors in writing upon receipt by the Operating Partnership Acquirer or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect to the income, properties or operations of any of the Contributed Entities, the Subsidiary Entities, the Property Entities or their subsidiaries or with respect to any Property Company and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership Acquirer or any of its affiliates, in each case, case which may affect the liabilities for taxes of any Contributor with respect to any tax period ending on or before or as a result of the ClosingClosing Date. Each Contributor shall promptly notify the Operating Partnership Acquirer in writing upon receipt by such Contributor or any of its affiliates of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties or operations of any of the Contributed Entities, the Property Entities or the Subsidiary Entities or with respect to any PropertyCompany. Each of the Operating Partnership Acquirer and each Contributor may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; , provided, that Contributor such Contributors shall have the right to control the conduct of any such audit or proceeding or portion thereof for which Contributor the Contributors (or its owners) has acknowledged liability (except as a partner of the Operating Partnership) for the payment of any additional tax liability, and the Operating Partnership Acquirer shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership Acquirer nor any Contributor may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax effect on the other party or its affiliates (other than on Contributor or any of its affiliates as a partner of the Operating Partnership) owners without the consent of the other party, such consent not to be unreasonably withheldwithheld or delayed. Each Contributor and the Operating Partnership Acquirer shall retain all Tax Returnstax returns, schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, and the Propertiespapers, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns tax returns and other documents relate to and until the final determination of any tax in respect of such years.

Tax Covenants. (a) From the date hereof and subsequent to the Closing, each Contributor and the Operating Partnership Acquirer shall provide each other with such cooperation and information relating to any of the Contributed Interests, the Contributed Entities, the Subsidiary Entities, the Property Entities or the Properties Company as the parties reasonably may request in (i) filing any Tax Returntax return, amended Tax Return tax return or claim for tax refund, (ii) determining any liability for taxes or a right to a tax refund, or (iii) conducting or defending any proceeding in respect of taxes, or (iv) performing tax diligence, including with respect to the impact of this transaction on the REIT’s tax status as a REIT. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership Acquirer shall promptly notify Contributor the Contributors in writing upon receipt by the Operating Partnership Acquirer or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect to the income, properties or operations of any of the Contributed Entities, the Subsidiary Entities, the Property Entities or their subsidiaries or with respect to any Property Company and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership Acquirer or any of its affiliates, in each case, case which may affect the liabilities for taxes of any Contributor with respect to any tax period ending on or before or as a result of the ClosingClosing Date. Each Contributor shall promptly notify the Operating Partnership Acquirer in writing upon receipt by such Contributor or any of its affiliates of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties or operations of any of the Contributed Entities, the Property Entities or the Subsidiary Entities or with respect to any PropertyCompany. Each of the Operating Partnership Acquirer and each Contributor may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; , provided, that such Contributor shall have the right to control the conduct of any such audit or proceeding or portion thereof for which Contributor the Contributors (or its owners) has acknowledged liability (except as a partner of the Operating PartnershipAcquirer) for the payment of any additional tax liability, and the Operating Partnership Acquirer shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership Acquirer nor any Contributor may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax effect on the other party or its affiliates (other than on Contributor or any of its affiliates as a partner of the Operating Partnership) owners without the consent of the other party, such consent not to be unreasonably withheld. Each Contributor and the Operating Partnership Acquirer shall retain all Tax Returnstax returns, schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, and the Propertiespapers, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns tax returns and other documents relate to and until the final determination of any tax in respect of such years.

Tax Covenants. (a) From the date hereof and subsequent to the Closing, the Contributor and the Operating Partnership Acquirer shall provide each other with such cooperation and information relating to any of the Contributed Interests, Company and the Contributed Entities, the Subsidiary Entities, the Property Entities or the Properties Entity as the parties reasonably may request in (i) filing any Tax Returntax return, amended Tax Return tax return or claim for tax refund, (ii) determining any liability for taxes or a right to a tax refund, or (iii) conducting or defending any proceeding in respect of taxes, or (iv) performing tax diligence, including with respect to the impact of this transaction on the REIT’s tax status as a REIT. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership Acquirer shall promptly notify the Contributor in writing upon receipt by the Operating Partnership Acquirer or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect to the income, properties Company or operations of any of the Contributed Entities, the Subsidiary Entities, the Property Entities or their subsidiaries or with respect to any Property Entity and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership Acquirer or any of its affiliates, in each case, case which may affect the liabilities for taxes of the Contributor with respect to any tax period ending on or before or as a result of the ClosingClosing Date. The Contributor shall promptly notify the Operating Partnership Acquirer in writing upon receipt by the Contributor or any of its affiliates of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties or operations of any of the Contributed Entities, the Property Entities Company or the Subsidiary Entities or with respect to any PropertyEntity. Each of the Operating Partnership Acquirer and the Contributor may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; , provided, that the Contributor shall have the right to control the conduct of any such audit or proceeding or portion thereof for which the Contributor has acknowledged liability (except as a partner of the Operating PartnershipAcquirer) for the payment of any additional tax liability, and the Operating Partnership Acquirer shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership Acquirer nor the Contributor may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax effect on the other party or its affiliates (other than on Contributor or any of its affiliates as a partner of the Operating Partnership) owners without the consent of the other party, such consent not to be unreasonably withheld. The Contributor and the Operating Partnership Acquirer shall retain all Tax Returnstax returns, schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, and the Propertiespapers, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns tax returns and other documents relate to and until the final determination of any tax in respect of such years.

Tax Covenants. (a) The Contributor and the beneficial owners of Contributor shall provide (but at no out-of-pocket expense to the Contributor or such beneficial owners) the Operating Partnership shall provide each other with such cooperation and information with respect to taxes relating to any or all of the Contributed Interests, the Contributed Entities, the Subsidiary Entities, the Property Entities or the Properties as the parties reasonably may request in (i) filing any Tax Return, amended Tax Return or claim for tax refundthe Property LLCs, (ii) determining any liability for taxes the LLC Interests, or a right to a tax refund, (iii) conducting the Real Property as is reasonably requested by the Operating Partnership and as is reasonably in the control or defending any proceeding in respect possession of taxesthe Contributor; and shall cooperate (but, again, at no out-of-pocket expense to the Contributor or (ivits beneficial owners) performing tax diligence, including with the Operating Partnership with respect to the impact its filing of this transaction on the REIT’s tax status as a REIT. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderreturns. The Operating Partnership shall promptly notify the Contributor in writing upon receipt by the Operating Partnership or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect relating to the income, properties or operations of any of the Contributed Entities, the Subsidiary EntitiesContributor, the Property Entities LLCs or their subsidiaries any part of the LLC Interests or with respect to any the Real Property and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership or any of its affiliates, in each case, case which may affect the liabilities for taxes of the Contributor with respect to any tax period ending on or before or as a result the Closing Date. The Contributor and any beneficial owners of the Closing. Contributor shall promptly notify the Operating Partnership in writing upon receipt by such Contributor or any its beneficial owners, as applicable, of its affiliates of written notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the incomeProperty LLCs, properties or operations of any part of the Contributed EntitiesLLC Interests, the Property Entities or the Subsidiary Entities or with respect to any Real Property. Each of the The Operating Partnership and the Contributor or its beneficial owners, as applicable, may participate participate, each at its own expense expense, in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; , provided, that the Contributor or its beneficial owners, as applicable, shall have the right to control the conduct of any such audit or proceeding or portion thereof for which and the Contributor has acknowledged or its beneficial owners shall have potential liability (except as a partner of the Operating Partnership) for the payment of any additional tax liabilitytaxes attributable to any taxable period ending on or before the Closing Date, and the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership nor the Contributor or any of the beneficial owners of Contributor may settle or otherwise resolve any such claim, suit or to proceeding which could have an adverse tax effect on the other party or its affiliates (other than on Contributor or any of its affiliates as a partner of the Operating Partnership) owners without the consent of the other party, such consent not to be unreasonably withheldwithheld or delayed. The Contributor and the Operating Partnership beneficial owners of Contributor shall retain all Tax Returnstax returns, schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, and the Propertiespapers, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns tax returns and other documents relate and until the final determination of any tax in respect of such years.

Tax Covenants. (a) The Contributor and the Operating Partnership shall provide each other with such cooperation and information relating to any of the Contributed Interests, the Contributed Entities, the Subsidiary Entities, Partnership Interests or the Property Entities or the Properties as the parties reasonably may request in (i) filing any Tax Returntax return, amended Tax Return tax return or claim for tax refund, (ii) determining any liability for taxes or a right to a tax refund, (iii) conducting or defending any proceeding in respect of taxes, or (iv) performing tax diligence, including with respect to the impact of this transaction on the REITCompany’s tax status as a REIT. Such reasonable cooperation shall include making employees representatives available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership shall promptly notify the Contributor upon receipt by the Operating Partnership or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect to the income, properties or operations of any of the Contributed Entities, the Subsidiary Entities, the Property Entities or their subsidiaries Partnership or with respect to any the Property and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership or any of its affiliates, in each case, case which may affect the liabilities for taxes of the Contributor (or its owners) with respect to any tax period ending before or as a result of the Closing. The Contributor shall promptly notify the Operating Partnership in writing upon receipt by the Contributor or any of its affiliates of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties or operations of any of the Contributed Entities, the Property Entities or the Subsidiary Entities Partnership or with respect to any the Property. Each Subject to Section 2.6(b)(iii), each of the Operating Partnership and the Contributor may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; , provided, that the Contributor shall have the right to control the conduct of any such audit or proceeding or portion thereof for which the Contributor (or its owners) has acknowledged liability (except as a partner of the Operating Partnership) for the payment of any additional tax liability, and the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership nor the Contributor may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax effect on the other party or its affiliates (other than on the Contributor or any of its affiliates as a partner of the Operating Partnership) without the consent of the other party, such consent not to be unreasonably withheld. The Contributor and the Operating Partnership shall retain all Tax Returnstax returns, schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, Partnership and the PropertiesProperty, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns tax returns and other documents relate and until the final determination of any tax in respect of such years.

Tax Covenants. (a) The Contributor and the Operating Partnership shall provide each other with such cooperation and information relating to any of the Contributed Interests, the Contributed Entities, the Subsidiary Entities, the Property Entities Partnership Interests or the Properties as the parties reasonably may request in (i) filing any Tax Returntax return, amended Tax Return tax return or claim for tax refund, (ii) determining any liability for taxes or a right to a tax refund, (iii) conducting or defending any proceeding in respect of taxes, or (iv) performing tax diligence, including with respect to the impact of this transaction on the REITCompany’s tax status as a REIT. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership shall promptly notify the Contributor in writing upon receipt by the Operating Partnership or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect to the income, properties or operations of any of the Contributed Entities, the Subsidiary Entities, the Property Entities or their subsidiaries or with respect to any Property Partnerships and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership or any of its affiliates, in each case, case which may affect the liabilities for taxes of the Contributor with respect to any tax period ending before or as a result of the Closing. The Contributor shall promptly notify the Operating Partnership in writing upon receipt by the Contributor or any of its affiliates of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties or operations of any of the Contributed Entities, the Property Entities or the Subsidiary Entities or with respect to any PropertyPartnerships. Each of the Operating Partnership and the Contributor may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; , provided, that the Contributor shall have the right to control the conduct of any such audit or proceeding or portion thereof for which the Contributor (or its owners) has acknowledged liability (except as a partner of the Operating Partnership) for the payment of any additional tax liability, and the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership nor the Contributor may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax effect on the other party or its affiliates (other than on Contributor or any of its affiliates as a partner of the Operating Partnership) without the consent of the other party, such consent not to be unreasonably withheld. The Contributor and the Operating Partnership shall retain all Tax Returnstax returns, schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, and the Propertiespapers, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns tax returns and other documents relate and until the final determination of any tax in respect of such years.

Tax Covenants. (a) Contributor The Contributors and the Operating Partnership shall provide each other with such cooperation and information relating to any of the Contributed Interests, the Contributed Entities, the Subsidiary Entities, the Property Entities Partnership Interests or the Properties as the parties reasonably may request in (i) filing any Tax Returntax return, amended Tax Return tax return or claim for tax refund, (ii) determining any liability for taxes or a right to a tax refund, (iii) conducting or defending any proceeding in respect of taxes, or (iv) performing tax diligence, including with respect to the impact of this transaction on the REITCompany’s tax status as a REIT. Such reasonable cooperation shall include making employees representatives available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership shall promptly notify each Contributor upon receipt by the Operating Partnership or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect to the income, properties or operations of any of the Contributed Entities, the Subsidiary Entities, the Property Entities or their subsidiaries Partnerships or with respect to any Property and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership or any of its affiliates, in each case, case which may affect the liabilities for taxes of Contributor any of the Contributors (or its owners) with respect to any tax period ending before or as a result of the Closing. Each Contributor shall promptly notify the Operating Partnership in writing upon receipt by such Contributor or any of its affiliates of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties or operations of any of the Contributed Entities, the Property Entities or the Subsidiary Entities Partnerships or with respect to any Property. Each Subject to Section 2.6(b)(iii), each of the Operating Partnership and any applicable Contributor may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; , provided, that such Contributor shall have the right to control the conduct of any such audit or proceeding or portion thereof for which such Contributor (or its owners) has acknowledged liability (except as a partner of the Operating Partnership) for the payment of any additional tax liability, and the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership nor such Contributor may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax effect on the other party or its affiliates (other than on such Contributor or any of its affiliates as a partner of the Operating Partnership) without the consent of the other party, such consent not to be unreasonably withheld. Contributor The Contributors and the Operating Partnership shall retain all Tax Returnstax returns, schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, Partnerships and the Properties, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns tax returns and other documents relate and until the final determination of any tax in respect of such years.

Tax Covenants. (a) Contributor and the Operating Partnership shall provide each other with such cooperation and information relating to any of the Contributed Interests, the Contributed Entities, the Subsidiary Entities, Entity or their subsidiaries or the Property Entities or the Properties as the parties to this Agreement reasonably may request in (i) filing any Tax Return, amended Tax Return or claim for tax Tax refund, (ii) determining any liability for taxes Taxes or a right to a tax Tax refund, (iii) conducting or defending any proceeding in respect of taxesTaxes, or (iv) performing tax Tax diligence, including with respect to the impact of this transaction on the REIT’s tax status as a REITreal estate investment trust for U.S. federal income tax purposes. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership shall promptly notify Contributor upon receipt by the Operating Partnership or any of its affiliates of notice of (i) any pending or threatened tax Tax audits or assessments with respect to the income, properties or operations of any of the Contributed Entities, the Subsidiary Entities, the Property Entities Entity or their its subsidiaries or with respect to any the Property and (ii) any pending or threatened federal, state, local or foreign tax Tax audits or assessments of the Operating Partnership or any of its affiliates, in each case, which may affect the liabilities for taxes Taxes of Contributor with respect to any tax Tax period ending on or before or as a result of the ClosingClosing Date. Contributor shall promptly notify the Operating Partnership in writing upon receipt by Contributor or any of its affiliates of notice of any pending or threatened federal, state, local or foreign tax Tax audits or assessments relating to the income, properties or operations of any of the Contributed Entities, the Property Entities Entity or the Subsidiary Entities its subsidiaries or with respect to any the Property. Each of the Operating Partnership and Contributor may participate at its own expense in the prosecution of any claim or audit with respect to taxes Taxes attributable to any taxable period ending on or before the Closing Date; provided, provided that Contributor shall have the right to control the conduct of any such audit or proceeding or portion thereof for which such Contributor has acknowledged liability (except as a partner of the Operating Partnership) for the payment of any additional tax Tax liability, and the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership nor Contributor may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax Tax effect on the other party or its affiliates (other than on Contributor or any of its affiliates as a partner of the Operating Partnership) without the consent of the other party, such consent not to be unreasonably withheld. Contributor and the Operating Partnership shall retain all Tax Returns, schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, Entity or its subsidiaries and the PropertiesProperty, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns and other documents relate and until the final determination of any tax Tax in respect of such years.

Tax Covenants. (a) Contributor The Contributors, the REIT and the Operating Partnership shall provide each other with such cooperation and information relating to any of the Contributed Interests, the Contributed Entities, the Subsidiary Entities, the Property Entities Entity or the Properties its subsidiaries as the parties reasonably may request in (i) filing any Tax Return, amended Tax Return or claim for tax refund, (ii) determining any liability for taxes or a right to a tax refund, (iii) conducting or defending any proceeding in respect of taxes, or (iv) performing tax diligence, including with respect to the impact of this transaction on each of the REIT’s tax status and NYMT’s ability to qualify and maintain its qualification as a REIT. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership REIT shall promptly notify Contributor the Contributors upon receipt by the Operating Partnership REIT or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect to the income, properties property or operations of any of the Contributed Entities, the Subsidiary Entities, the Property Entities Entity or their its subsidiaries or with respect to any Property and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership REIT or any of its affiliates, in each case, which may affect the liabilities for taxes of Contributor the Contributors with respect to any tax period ending before or as a result of the Closing. Each Contributor shall promptly notify the Operating Partnership REIT in writing upon receipt by the applicable Contributor or any of its affiliates of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties or operations of any of the Contributed Entities, the Property Entities Entity or the Subsidiary Entities or with respect to any Propertyits subsidiaries. Each of the REIT, the Operating Partnership and each Contributor may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; provided, that Contributor the Contributors shall have the right to control the conduct of any such audit or proceeding or portion thereof for which Contributor has they have acknowledged liability (except as a partner of the Operating Partnership) for the payment of any additional tax liability, and the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership nor any Contributor may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax effect on the other party or its affiliates (other than on Contributor or any of its affiliates as a partner of the Operating Partnership) without the consent of the other partyparties, such consent not to be unreasonably withheld. Contributor and The Contributors, the Operating Partnership and the REIT shall retain all Tax Returns, schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, and the PropertiesEntity or its subsidiaries, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns and other documents relate and until the final determination of any tax in respect of such years.

Tax Covenants. (a) The Contributor and the Operating Partnership shall provide each other with such cooperation and information relating to any of the Contributed Interests, the Contributed Entities, the Subsidiary Entities, the Property Entities Partnership Interests or the Properties as the parties reasonably may request in (i) filing any Tax Returntax return, amended Tax Return tax return or claim for tax refund, (ii) determining any liability for taxes or a right to a tax refund, (iii) conducting or defending any proceeding in respect of taxes, or (iv) performing tax diligence, including with respect to the impact of this transaction on the REITCompany’s tax status as a REIT. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership shall promptly notify the Contributor upon receipt by the Operating Partnership or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect to the income, properties or operations of any of the Contributed Entities, the Subsidiary Entities, the Property Entities or their subsidiaries Partnerships or with respect to any Property and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership or any of its affiliates, in each case, case which may affect the liabilities for taxes of the Contributor (or its owners) with respect to any tax period ending before or as a result of the Closing. The Contributor shall promptly notify the Operating Partnership in writing upon receipt by the Contributor or any of its affiliates of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties or operations of any of the Contributed Entities, the Property Entities or the Subsidiary Entities Partnerships or with respect to any Property. Each Subject to Section 2.6(b)(iii), each of the Operating Partnership and the Contributor may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; , provided, that the Contributor shall have the right to control the conduct of any such audit or proceeding or portion thereof for which the Contributor (or its owners) has acknowledged liability (except as a partner of the Operating Partnership) for the payment of any additional tax liability, and the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership nor the Contributor may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax effect on the other party or its affiliates (other than on the Contributor or any of its affiliates as a partner of the Operating Partnership) without the consent of the other party, such consent not to be unreasonably withheld. The Contributor and the Operating Partnership shall retain all Tax Returnstax returns, schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, Partnerships and the Properties, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns tax returns and other documents relate and until the final determination of any tax in respect of such years.

Tax Covenants. Each party hereto (aand if any party is not a natural person, then any beneficial owners of such party) Contributor and the Operating Partnership shall provide each the other parties with such cooperation and information with respect to taxes relating to the Ownership Entities or any of the Contributed Interests, the Contributed Entities, the Subsidiary Entities, the Property Entities Ash Ownership Interests or the Properties Real Property as reasonably requested by the other parties reasonably may request in (i) filing any Tax Return, amended Tax Return or claim for tax refund, (ii) determining any liability for taxes or a right to a tax refund, (iii) conducting or defending any proceeding in respect of taxes, or (iv) performing tax diligence, including and shall cooperate with the other parties with respect to the impact their filing of this transaction on the REIT’s tax status as a REITreturns. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership Assignee shall promptly notify Contributor the applicable Transferor in writing upon receipt by the Operating Partnership Assignee or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect relating to any Transferor, the income, properties Ownership Entities or operations of any part of the Contributed Entities, Ash Ownership Interests or the Subsidiary Entities, the Property Entities or their subsidiaries or with respect to any Real Property and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership Assignee or any of its affiliates, in each case, case which may affect the liabilities for taxes of Contributor such Transferor with respect to any tax period ending on or before or as the Closing Date. Each Transferor (or, if such Transferor is not a result natural person, any beneficial owners of the Closing. Contributor such Transferor) shall promptly notify the Operating Partnership Assignee in writing upon receipt by Contributor such Transferor or any of its affiliates beneficial owners, as applicable, of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties or operations of any of the Contributed Entities, the Property Ownership Entities or any part of the Subsidiary Entities Ash Ownership Interests or with respect to any the Real Property. Each of the Operating Partnership Assignee and Contributor each Transferor or its beneficial owners, as applicable, may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; , provided, that Contributor such Transferor or its beneficial owners, as applicable, shall have the right to control the conduct of any such audit or proceeding or portion thereof for which Contributor such Transferor (or its beneficial owners) has acknowledged liability (except as a partner of the Operating PartnershipAssignee) for the payment of any additional tax liability, and the Operating Partnership Assignee shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership Assignee nor Contributor any Transferor (or, if such Transferor is not a natural person, any beneficial owners of such Transferor) may settle or otherwise resolve any such claim, suit or to proceeding which could have an adverse tax effect on the other party or its affiliates (other than on Contributor or any of its affiliates as a partner of the Operating Partnership) owners without the consent of the other party, such consent not to be unreasonably withheld. Contributor Each Transferor (or, if such Transferor is not a natural person, any beneficial owners of such Transferor) and the Operating Partnership Assignee shall retain all Tax Returnstax returns, schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, and the Propertiespapers, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns tax returns and other documents relate and until the final determination of any tax in respect of such years.

Tax Covenants. Each Contributor (aor, if such Contributor is not a natural person, any beneficial owners of such Contributor) Contributor and shall provide (but at no out-of-pocket expense to the Contributors) the Operating Partnership shall provide each other with such cooperation and information with respect to taxes relating to any or all of the Contributed Interests, the Contributed Entities, the Subsidiary Entities, the Property Entities or the Properties as the parties reasonably may request in (i) filing any Tax Return, amended Tax Return or claim for tax refundthe Property LLCs, (ii) determining any liability for taxes of the Contributors’ LLC Interests, or a right to a tax refund, (iii) conducting the Real Property as is reasonably requested by the Operating Partnership and as is reasonably in the control or defending any proceeding in respect possession of taxesthe Contributors; and shall cooperate (but, or (ivagain, at no out-of-pocket expense to the Contributors) performing tax diligence, including with the Operating Partnership with respect to the impact its filing of this transaction on the REIT’s tax status as a REIT. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderreturns. The Operating Partnership shall promptly notify the applicable Contributor in writing upon receipt by the Operating Partnership or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect relating to the income, properties or operations of any of the Contributed Entities, the Subsidiary EntitiesContributor, the Property Entities LLCs or their subsidiaries any part of the Contributors’ LLC Interests or with respect to any the Real Property and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership or any of its affiliates, in each case, case which may affect the liabilities for taxes of such Contributor with respect to any tax period ending on or before or as the Closing Date. Each Contributor (or, if such Contributor is not a result natural person, any beneficial owners of the Closing. Contributor such Contributor) shall promptly notify the Operating Partnership in writing upon receipt by such Contributor or any its beneficial owners, as applicable, of its affiliates of written notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the incomeProperty LLCs, properties or operations of any part of the Contributed EntitiesContributors’ LLC Interests, the Property Entities or the Subsidiary Entities or with respect to any Real Property. Each of the The Operating Partnership and each Contributor or its beneficial owners, as applicable, may participate participate, each at its own expense expense, in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; , provided, that such Contributor or its beneficial owners, as applicable, shall have the right to control the conduct of any such audit or proceeding or portion thereof for which and such Contributor has acknowledged (or its beneficial owners) shall have potential liability (except as a partner of the Operating Partnership) for the payment of any additional tax liabilitytaxes attributable to any taxable period ending on or before the Closing Date, and the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership nor any Contributor (or, if such Contributor is not a natural person, any beneficial owners of such Contributor) may settle or otherwise resolve any such claim, suit or to proceeding which could have an adverse tax effect on the other party or its affiliates (other than on Contributor or any of its affiliates as a partner of the Operating Partnership) owners without the consent of the other party, such consent not to be unreasonably withheldwithheld or delayed. Each Contributor (or, if such Contributor is not a natural person, any beneficial owners of such Contributor) and the Operating Partnership Contributees shall retain all Tax Returnstax returns, schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, and the Propertiespapers, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns tax returns and other documents relate and until the final determination of any tax in respect of such years.

Tax Covenants. (a) Contributor Each Contributor, on the one hand, and the Operating Partnership Partnership, on the other hand, shall provide each other with such cooperation and information relating to any of the Contributed Interests, the Contributed Entities, the Subsidiary Entities, the Property Entities Company Interests or the Properties Properties, as the parties such other party reasonably may request requests in (i) preparing and filing any Tax Return, amended Tax Return or claim for tax Tax refund, ; (ii) determining any liability for taxes Taxes or a right to a tax Tax refund, ; (iii) conducting any audit, investigation, dispute, deficiency, assessment, claim, litigation, or defending any proceeding other action in respect of taxes, Taxes; or (iv) performing tax Tax diligence, including with respect to the impact of this transaction on the REITCompany’s tax status as compliance with the requirements applicable to a REIT. Such For the sake of clarity, such reasonable cooperation shall include the reasonable provision of documents, the reasonable granting of powers of attorney, and making employees and agents available on a mutually convenient and reasonable basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership shall promptly notify each Contributor in writing upon receipt by the Operating Partnership or any of its affiliates of notice of (i) any pending or threatened tax audits Tax audit, investigation, dispute, deficiency, assessment, claim, litigation, or assessments other action with respect to the income, properties or operations liabilities for Taxes of any of the Contributed Entities, the Subsidiary Entities, the Property Entities or their subsidiaries or with respect to any Property and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership or any of its affiliates, in each case, which may affect the liabilities for taxes of Contributor with respect to any tax period ending before or as a result of the ClosingContributors. Each Contributor shall promptly notify the Operating Partnership in writing upon receipt by such Contributor or any of its affiliates of notice of any pending or threatened federalTax audit, stateinvestigation, local dispute, deficiency, assessment, claim, litigation, or foreign tax audits or assessments other action relating to the income, properties or operations of any of the Contributed Entities, the Property Entities or the Subsidiary Entities or with respect to any Property. Each of the Operating Partnership and Contributor may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; provided, that Contributor shall have the right to control the conduct of any such audit or proceeding or portion thereof for which Contributor has acknowledged liability (except as a partner of the Operating Partnership) for the payment of any additional tax liability, and the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership nor Contributor may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax effect on the other party or its affiliates (other than on Contributor or any of its affiliates as a partner of the Operating Partnership) without the consent of the other party, such consent not to be unreasonably withheld. Contributor and the Operating Partnership The Contributors shall retain all Tax Returns, schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, Entities and the Properties, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable Taxable years to which such Tax Returns and other documents relate and until the final determination of any tax Tax in respect of such yearsyear.

Tax Covenants. (a) From the date hereof and subsequent to the Closing, the Contributor and the Operating Partnership Acquirer shall provide each other with such cooperation and information relating to any of the Contributed Interests, the Contributed Entities, the Subsidiary Entities, the Property Entities or the Properties as the parties reasonably may request in (i) filing any Tax Returntax return, amended Tax Return tax return or claim for tax refund, (ii) determining any liability for taxes or a right to a tax refund, or (iii) conducting or defending any proceeding in respect of taxes, or (iv) performing tax diligence, including with respect to the impact of this transaction on the REIT’s tax status as a REIT. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership shall promptly notify Contributor upon receipt by the Operating Partnership or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect to the income, properties or operations of any of the Contributed Entities, the Subsidiary Entities, the Property Entities or their subsidiaries or with respect to any Property and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership or any of its affiliates, in each case, which may affect the liabilities for taxes of Contributor with respect to any tax period ending before or as a result of the Closing. Contributor shall promptly notify the Operating Partnership Acquirer in writing upon receipt by such Contributor or any of its affiliates of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties or operations of any of the Contributed Entities, the Property Entities or the Subsidiary Entities or with respect to any Property. Each of the Operating Partnership Acquirer and the Contributor may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; , provided, that the Contributor shall have the right to control the conduct of any such audit or proceeding or portion thereof for which the Contributor (or its owners) has acknowledged liability (except as a partner of the Operating PartnershipAcquirer) for the payment of any additional tax liability, and the Operating Partnership Acquirer shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership Acquirer nor the Contributor may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax effect on the other party or its affiliates (other than on Contributor or any of its affiliates as a partner of the Operating Partnership) owners without the consent of the other party, such consent not to be unreasonably withheld. The Contributor and the Operating Partnership Acquirer shall retain all Tax Returnstax returns, schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, and the Propertiespapers, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns tax returns and other documents relate to and until the final determination of any tax in respect of such years.

Tax Covenants. (a) Contributor and the Operating Partnership Dubins shall provide each other Assignee with such cooperation and information with respect to taxes relating to the Ownership Entities or any of the Contributed Interests, the Contributed Entities, the Subsidiary Entities, the Property Entities Xxxxx Ownership Interests or the Properties Real Property as the parties reasonably may request in (i) filing any Tax Return, amended Tax Return or claim for tax refund, (ii) determining any liability for taxes or a right to a tax refund, (iii) conducting or defending any proceeding in respect of taxes, or (iv) performing tax diligence, including requested by Assignee and shall cooperate with Assignee with respect to the impact its filing of this transaction on the REIT’s tax status as a REITreturns. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership Assignee shall promptly notify Contributor Dubins in writing upon receipt by the Operating Partnership Assignee or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect relating to Dubins, the income, properties Ownership Entities or operations of any part of the Contributed Entities, Xxxxx Ownership Interests or the Subsidiary Entities, the Property Entities or their subsidiaries or with respect to any Real Property and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership Assignee or any of its affiliates, in each case, case which may affect the liabilities for taxes of Contributor Dubins with respect to any tax period ending on or before or as a result of the ClosingClosing Date. Contributor Dubins shall promptly notify the Operating Partnership Assignee in writing upon receipt by Contributor Dubins or any of its affiliates beneficial owners, as applicable, of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties or operations of any of the Contributed Entities, the Property Ownership Entities or any part of the Subsidiary Entities Xxxxx Ownership Interests or with respect to any the Real Property. Each of the Operating Partnership Assignee and Contributor Dubins, as applicable, may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; , provided, that Contributor Dubins shall have the right to control the conduct of any such audit or proceeding or portion thereof for which Contributor Dubins has acknowledged liability (except as a partner of the Operating PartnershipAssignee) for the payment of any additional tax liability, and the Operating Partnership Assignee shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership Assignee nor Contributor Dubins may settle or otherwise resolve any such claim, suit or to proceeding which could have an adverse tax effect on the other party or its affiliates (other than on Contributor or any of its affiliates as a partner of the Operating Partnership) owners without the consent of the other party, such consent not to be unreasonably withheld. Contributor Dubins and the Operating Partnership Assignee shall retain all Tax Returnstax returns, schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, and the Propertiespapers, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns tax returns and other documents relate and until the final determination of any tax in respect of such years.

Tax Covenants. (a) Each Contributor and the Operating Partnership shall provide each other with such cooperation and information relating to any of the Contributed Interests, the Contributed Entities, the Subsidiary Entities, the Property Entities or the Properties Participating Interests as the parties reasonably may request in (i) filing any Tax Returntax return, amended Tax Return tax return or claim for tax refund, (ii) determining any liability for taxes or a right to a tax refund, or (iii) conducting or defending any proceeding in respect of taxes, or (iv) performing tax diligence, including with respect to the impact of this transaction on the REIT’s tax status as a REIT. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership shall promptly notify the applicable Contributor in writing upon receipt by the Operating Partnership or any of its affiliates Affiliates of notice of (i) any pending or threatened tax audits or assessments with respect to the income, properties or operations of any of the Contributed Entities, the Subsidiary Entities, the Property Entities or their subsidiaries or with respect to any Property Intermediary Owners and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership or any of its affiliatesAffiliates, in each case, case which may affect the liabilities for taxes of such Contributor with respect to any tax period ending on or before or as a result of the ClosingClosing Date. Each Contributor shall promptly notify the Operating Partnership in writing upon receipt by such Contributor or any of its affiliates of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties or operations of any of the Contributed Entities, the Property Entities or the Subsidiary Entities or with respect to any PropertyIntermediary Owners. Each of the Operating Partnership Partnership, and each Contributor may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; , provided, that such Contributor shall have the right to control the conduct of any such audit or proceeding or portion thereof for which such Contributor (or its owners) has acknowledged liability (except as a partner of the Operating Partnership) for the payment of any additional tax liability, and the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership nor any Contributor may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax effect on the other party or its affiliates (other than on Contributor or any of its affiliates as a partner of the Operating Partnership) owners without the consent of the other party, such consent not to be unreasonably withheld. Each Contributor and the Operating Partnership shall retain all Tax Returns, tax returns. schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, and the Propertiespapers, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns tax returns and other documents relate and until the final determination of any tax in respect of such years.

Tax Covenants. Venice Ltd. has in effect an election pursuant to Code Section 754 for its taxable year in which the Closing takes place and will not revoke such election for such year. Each Contributor (aor, if such Contributor is not a natural person, any beneficial owners of such Contributor) Contributor and shall provide the Operating Partnership shall provide each other with such cooperation and information with respect to taxes relating to Venice Ltd. or any of the Contributed Interests, the Contributed Entities, the Subsidiary Entities, the Property Entities Contributors’ Entire Partnership Interest or the Properties Real Property as reasonably requested by the parties reasonably may request in (i) filing any Tax Return, amended Tax Return or claim for tax refund, (ii) determining any liability for taxes or a right to a tax refund, (iii) conducting or defending any proceeding in respect of taxes, or (iv) performing tax diligence, including Operating Partnership and shall cooperate with the Operating Partnership with respect to the impact its filing of this transaction on the REIT’s tax status as a REIT. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderreturns. The Operating Partnership shall promptly notify the applicable Contributor in writing upon receipt by the Operating Partnership or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect relating to the incomeany Contributor, properties Venice Ltd. or operations of any part of the Contributed Entities, Contributors’ Entire Partnership Interest or the Subsidiary Entities, the Property Entities or their subsidiaries or with respect to any Real Property and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership or any of its affiliates, in each case, case which may affect the liabilities for taxes of such Contributor with respect to any tax period ending on or before or as the Closing Date. Each Contributor (or, if such Contributor is not a result natural person, any beneficial owners of the Closing. Contributor such Contributor) shall promptly notify the Operating Partnership in writing upon receipt by such Contributor or any of its affiliates beneficial owners, as applicable, of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties Venice Ltd. or operations of any part of the Contributed Entities, the Property Entities Contributors’ Entire Partnership Interest or the Subsidiary Entities or with respect to any Real Property. Each of the The Operating Partnership and each Contributor or its beneficial owners, as applicable, may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; , provided, that such Contributor or its beneficial owners, as applicable, shall have the right to control the conduct of any such audit or proceeding or portion thereof for which such Contributor (or its beneficial owners) has acknowledged liability (except as a partner of the Operating Partnership) for the payment of any additional tax liability, and the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership nor any Contributor (or, if such Contributor is not a natural person, any beneficial owners of such Contributor) may settle or otherwise resolve any such claim, suit or to proceeding which could have an adverse tax effect on the other party or its affiliates (other than on Contributor or any of its affiliates as a partner of the Operating Partnership) owners without the consent of the other party, such consent not to be unreasonably withheld. Each Contributor (or, if such Contributor is not a natural person, any beneficial owners of such Contributor) and the Operating Partnership shall retain all Tax Returnstax returns, schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, and the Propertiespapers, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns tax returns and other documents relate and until the final determination of any tax in respect of such years.

Tax Covenants. (a) Contributor Contributor, NYMT, RBMI and the Operating Partnership shall provide each other with such cooperation and information relating to any of the Contributed InterestsAssets, the Contributed Entities, the Subsidiary Entities, the Property Entities or the Properties their subsidiaries as the parties reasonably may request in (i) filing any Tax Return, amended Tax Return or claim for tax refund, (ii) determining any liability for taxes or a right to a tax refund, (iii) conducting or defending any proceeding in respect of taxes, or (iv) performing tax diligence, including with respect to the impact of this transaction on the REITeach of RBMI’s tax status and NYMT’s ability to qualify and maintain its qualification as a REIT. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership RBMI shall promptly notify Contributor upon receipt by the Operating Partnership RBMI or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect to the income, properties property or operations of any of the Contributed Entities, the Subsidiary Entities, the Property Entities or their subsidiaries or with respect to any Property and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership RBMI or any of its affiliates, in each case, which may affect the liabilities for taxes of Contributor with respect to any tax period ending before or as a result of the Closing. Contributor shall promptly notify the Operating Partnership RBMI in writing upon receipt by Contributor or any of its affiliates of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties or operations of any of the Contributed Entities, the Property Entities or the Subsidiary Entities or with respect to any Propertytheir subsidiaries. Each of RBMI, the Operating Partnership and Contributor may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; provided, that Contributor shall have the right to control the conduct of any such audit or proceeding or portion thereof for which Contributor has acknowledged liability (except as a partner of the Operating Partnership) for the payment of any additional tax liability, and the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership nor Contributor may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax effect on the other party or its affiliates (other than on Contributor or any of its affiliates as a partner of the Operating Partnership) without the consent of the other party, such consent not to be unreasonably withheld. Contributor and Contributor, the Operating Partnership and RBMI shall retain all Tax Returns, schedules and work papers within their custody, if any, with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, and the PropertiesEntities or their subsidiaries, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns and other documents relate and until the final determination of any tax in respect of such years.

Tax Covenants. (a) Contributor Contributor, NYMT, RBMI and the Operating Partnership shall provide each other with such cooperation and information relating to any of the Contributed Interests, the Contributed Entities, the Subsidiary Entities, the Property Entities or the Properties their subsidiaries as the parties reasonably may request in (i) filing any Tax Return, amended Tax Return or claim for tax refund, (ii) determining any liability for taxes or a right to a tax refund, (iii) conducting or defending any proceeding in respect of taxes, or (iv) performing tax diligence, including with respect to the impact of this transaction on the REITeach of RBMI’s tax status and NYMT’s ability to qualify and maintain its qualification as a REIT. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership RBMI shall promptly notify Contributor upon receipt by the Operating Partnership RBMI or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect to the income, properties property or operations of any of the Contributed Entities, the Subsidiary Entities, the Property Entities or their subsidiaries or with respect to any Property and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership RBMI or any of its affiliates, in each case, which may affect the liabilities for taxes of Contributor with respect to any tax period ending before or as a result of the applicable Closing. Contributor shall promptly notify the Operating Partnership RBMI in writing upon receipt by Contributor or any of its affiliates of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties or operations of any of the Contributed Entities, the Property Entities or the Subsidiary Entities or with respect to any Propertytheir subsidiaries. Each of RBMI, the Operating Partnership and Contributor may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the applicable Closing Date; provided, that Contributor shall have the right to control the conduct of any such audit or proceeding or portion thereof for which Contributor has acknowledged liability (except as a partner of the Operating Partnership) for the payment of any additional tax liability, and the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership nor Contributor may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax effect on the other party or its affiliates (other than on Contributor or any of its affiliates as a partner of the Operating Partnership) without the consent of the other party, such consent not to be unreasonably withheld. Contributor and Contributor, the Operating Partnership and RBMI shall retain all Tax Returns, schedules and work papers within their custody, if any, with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, and the PropertiesEntities or their subsidiaries, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns and other documents relate and until the final determination of any tax in respect of such years.

Tax Covenants. (a) Contributor Each Contributor, on the one hand, and the Operating Partnership Partnership, on the other hand, shall provide each other with such cooperation and information relating to any of the Contributed Interests, the Contributed Entities, the Subsidiary Entities, the Property Entities Company Interests or the Properties Properties, as the parties such other party reasonably may request requests in (i) preparing and filing any Tax Return, amended Tax Return or claim for tax Tax refund, ; (ii) determining any liability for taxes Taxes or a right to a tax Tax refund, ; (iii) conducting any audit, investigation, dispute, deficiency, assessment, claim, litigation, or defending any proceeding other action in respect of taxes, Taxes; or (iv) performing tax Tax diligence, including with respect to the impact of this transaction on the REITCompany’s tax status as compliance with the requirements applicable to a REIT. Such For the sake of clarity, such reasonable cooperation shall include the reasonable provision of documents, the reasonable granting of powers of attorney, and making employees and agents available on a mutually convenient and reasonable basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership shall promptly notify each Contributor in writing upon receipt by the Operating Partnership or any of its affiliates of notice of (i) any pending or threatened tax audits Tax audit, investigation, dispute, deficiency, assessment, claim, litigation, or assessments other action with respect to the income, properties or operations liabilities for Taxes of any of the Contributed Entities, the Subsidiary Entities, the Property Entities or their subsidiaries or with respect to any Property and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership or any of its affiliates, in each case, which may affect the liabilities for taxes of Contributor with respect to any tax period ending before or as a result of the ClosingContributors. Each Contributor shall promptly notify the Operating Partnership in writing upon receipt by such Contributor or any of its affiliates of notice of any pending or threatened federalTax audit, stateinvestigation, local dispute, deficiency, assessment, claim, litigation, or foreign tax audits or assessments other action relating to the income, properties or operations of any of the Contributed Entities, the Property Entities or the Subsidiary Entities or with respect to any Property. Each Property which could reasonably be expected to affect Tax matters of or relating to the Operating Partnership and Contributor may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; providedCompany, that Contributor shall have the right to control the conduct of any such audit or proceeding or portion thereof for which Contributor has acknowledged liability (except as a partner of the Operating Partnership) for the payment , any Entity, any subsidiary of any additional tax liability, and the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding of the foregoing, neither the Operating Partnership nor Contributor may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax effect on the other party or its affiliates (other than on Contributor or any of its affiliates as a partner of the Operating Partnership) without the consent of the other party, such consent not Property. Unless otherwise required to be unreasonably withheld. Contributor and transferred pursuant to this Agreement, the Operating Partnership Contributors shall retain all Tax Returns, schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, Entities and the Properties, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable Taxable years to which such Tax Returns and other documents relate and until the final determination of any tax Tax in respect of such yearsyear.

Tax Covenants. (a) The Contributor and the Operating Partnership shall provide each other with such cooperation and information relating to any of the Contributed Interests, the Contributed Entities, the Subsidiary Entities, Partnership Interest or the Property Entities or the Properties as the parties reasonably may request in (i) filing any Tax Returntax return, amended Tax Return tax return or claim for tax refund, (ii) determining any liability for taxes or a right to a tax refund, (iii) conducting or defending any proceeding in respect of taxes, or (iv) performing tax diligence, including with respect to the impact of this transaction on the REITCompany’s tax status as a REIT. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership shall promptly notify the applicable Contributor in writing upon receipt by the Operating Partnership or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect to the income, properties or operations of any of the Contributed Entities, the Subsidiary Entities, the Property Entities or their subsidiaries or with respect to any Property Contributor and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership or any of its affiliates, in each case, case which may affect the liabilities for taxes of the Contributor with respect to any tax period ending on or before or as a result of the ClosingClosing Date. The Contributor shall promptly notify the Operating Partnership in writing upon receipt by the Contributor or any of its affiliates of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties or operations of any of the Contributed Entities, the Property Entities or the Subsidiary Entities or with respect to any PropertyPartnership. Each of the Operating Partnership and the Contributor may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; , provided, that the Contributor shall have the right to control the conduct of any such audit or proceeding or portion thereof for which the Contributor (or its owners) has acknowledged liability (except as a partner of the Operating Partnership) for the payment of any additional tax liability, and the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership nor the Contributor may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax effect on the other party or its affiliates (other than on Contributor or any of its affiliates as a partner of the Operating Partnership) without the consent of the other party, such consent not to be unreasonably withheld. The Contributor and the Operating Partnership shall retain all Tax Returnstax returns, schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, and the Propertiespapers, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns tax returns and other documents relate and until the final determination of any tax in respect of such years.

Tax Covenants. (a) Contributor The Contributor, on the one hand, and the Operating Partnership Partnership, on the other hand, shall provide each other with such cooperation and information relating to any of the Contributed Interests, the Contributed Entities, the Subsidiary Entities, the Property Entities Company Interests or the Properties Properties, as the parties such other party reasonably may request requests in (i) preparing and filing any Tax Return, amended Tax Return or claim for tax Tax refund, ; (ii) determining any liability for taxes Taxes or a right to a tax Tax refund, ; (iii) conducting any audit, investigation, dispute, deficiency, assessment, claim, litigation, or defending any proceeding other action in respect of taxes, Taxes; or (iv) performing tax Tax diligence, including with respect to the impact of this transaction on the REITCompany’s tax status as compliance with the requirements applicable to a REIT. Such For the sake of clarity, such reasonable cooperation shall include the reasonable provision of documents, the reasonable granting of powers of attorney, and making employees and agents available on a mutually convenient and reasonable basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership shall promptly notify the Contributor in writing upon receipt by the Operating Partnership or any of its affiliates of notice of (i) any pending or threatened tax audits Tax audit, investigation, dispute, deficiency, assessment, claim, litigation, or assessments other action with respect to the income, properties or operations of any liabilities for Taxes of the Contributed Entities, the Subsidiary Entities, the Property Entities or their subsidiaries or with respect to any Property and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership or any of its affiliates, in each case, which may affect the liabilities for taxes of Contributor with respect to any tax period ending before or as a result of the ClosingContributor. The Contributor shall promptly notify the Operating Partnership in writing upon receipt by the Contributor or any of its affiliates of notice of any pending or threatened federalTax audit, stateinvestigation, local dispute, deficiency, assessment, claim, litigation, or foreign tax audits or assessments other action relating to the income, properties or operations of any of the Contributed Entities, the Property Entities or the Subsidiary Entities or with respect to any Property. Each of the Operating Partnership and The Contributor may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; provided, that Contributor shall have the right to control the conduct of any such audit or proceeding or portion thereof for which Contributor has acknowledged liability (except as a partner of the Operating Partnership) for the payment of any additional tax liability, and the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership nor Contributor may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax effect on the other party or its affiliates (other than on Contributor or any of its affiliates as a partner of the Operating Partnership) without the consent of the other party, such consent not to be unreasonably withheld. Contributor and the Operating Partnership shall retain all Tax Returns, schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, Entities and the Properties, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable Taxable years to which such Tax Returns and other documents relate and until the final determination of any tax Tax in respect of such yearsyear.

Tax Covenants. (a) Contributor The Contributor, and the Operating Partnership NSA shall provide each other with such cooperation and information relating to any of the Contributed Interests[Class A NSA Units][NSA Partnership Units][, the Contributed Entities, the Subsidiary Entities, [Property Owner][Tenant],] or the Property Entities or the Properties as the parties reasonably may request in connection with (i) filing any Tax Returntax return, amended Tax Return tax return or claim for tax refund, (ii) determining any liability for taxes or a right to a tax refund, (iii) conducting or defending any proceeding in respect of taxes, or (iv) performing determining any tax diligenceattributes related to the Property, including the Contributor or any direct or indirect owners of the Contributor with respect to the impact ownership of this transaction on the REIT’s tax status as a REIT[Class A NSA Units][NSA Partnership Units]. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership NSA shall promptly notify the Contributor upon receipt by the Operating Partnership NSA or any of its affiliates Affiliates of notice of (iA) any pending or threatened tax audits or assessments with respect to the income, properties or operations of any of the Contributed Entities, the Subsidiary Entities, the Property Entities or their subsidiaries NSA or with respect to any the [Property Owner][Tenant][Contributor] or the Property and (iiB) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership NSA or any of its affiliatestheir respective Affiliates, in each case, case which may affect the liabilities for taxes of the Contributor (or its members) [or [Property Owner][Tenant]] with respect to any tax period ending before or as a result of the Closing. The Contributor shall promptly notify the Operating Partnership NSA in writing upon receipt by Contributor the Contributor[, Property Owner,][, Tenant,] or any of its affiliates [their][its] respective Affiliates of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties or operations of any of the Contributed EntitiesNSA, the [Property Entities or the Subsidiary Entities Owner][Tenant][Contributor], or with respect to any the Property. Each of the Operating Partnership and Contributor may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; provided, that Contributor shall have the right to control the conduct of any such audit or proceeding or portion thereof for which Contributor has acknowledged liability (except as a partner of the Operating Partnership) for the payment of any additional tax liability, and the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership nor Contributor may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax effect on the other party or its affiliates (other than on Contributor or any of its affiliates as a partner of the Operating Partnership) without the consent of the other party, such consent not to be unreasonably withheld. The Contributor and the Operating Partnership NSA shall retain all Tax Returnstax returns, schedules and work papers with respect to the Contributed EntitiesNSA, the [Property Entities, the Subsidiary EntitiesOwner][Tenant][Contributor], and the PropertiesProperty, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns tax returns and other documents relate and until the final determination of any tax in respect of such years.

Tax Covenants. (a) Contributor Seller and the Operating Partnership Purchaser shall provide each other with such cooperation and information relating to any of the Contributed Interests, the Contributed Entities, the Subsidiary Entities, Company or their subsidiaries or the Property Entities or the Properties as the parties to this Agreement reasonably may request in (i) filing any Tax Return, amended Tax Return or claim for tax Tax refund, (ii) determining any liability for taxes Taxes or a right to a tax Tax refund, (iii) conducting or defending any proceeding in respect of taxesTaxes, or (iv) performing tax Tax diligence, including with respect to the impact of this transaction on the REIT’s tax status as a REITreal estate investment trust for U.S. federal income tax purposes. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership Purchaser shall promptly notify Contributor Seller upon receipt by the Operating Partnership Purchaser or any of its affiliates of notice of (i) any pending or threatened tax Tax audits or assessments with respect to the income, properties or operations of any of the Contributed Entities, the Subsidiary Entities, the Property Entities Company or their its subsidiaries or with respect to any the Property and (ii) any pending or threatened federal, state, local or foreign tax Tax audits or assessments of the Operating Partnership Purchaser or any of its affiliates, in each case, which may affect the liabilities for taxes Taxes of Contributor Seller with respect to any tax Tax period ending on or before or as a result of the ClosingClosing Date. Contributor Seller shall promptly notify the Operating Partnership Purchaser in writing upon receipt by Contributor Seller or any of its affiliates of notice of any pending or threatened federal, state, local or foreign tax Tax audits or assessments relating to the income, properties or operations of any of the Contributed Entities, the Property Entities Company or the Subsidiary Entities its subsidiaries or with respect to any the Property. Each of the Operating Partnership Purchaser and Contributor Seller may participate at its own expense in the prosecution of any claim or audit with respect to taxes Taxes attributable to any taxable period ending on or before the Closing Date; provided, provided that Contributor Seller shall have the right to control the conduct of any such audit or proceeding or portion thereof for which Contributor such Seller has acknowledged liability (except as a partner of the Operating PartnershipPurchaser) for the payment of any additional tax Tax liability, and the Operating Partnership Purchaser shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership Purchaser nor Contributor Seller may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax Tax effect on the other party or its affiliates (other than on Contributor Seller or any of its affiliates as a partner of the Operating PartnershipPurchaser) without the consent of the other party, such consent not to be unreasonably withheld. Contributor Seller and the Operating Partnership Purchaser shall retain all Tax Returns, schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, Company or its subsidiaries and the PropertiesProperty, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns and other documents relate and until the final determination of any tax Tax in respect of such years.

Tax Covenants. (a) Contributor and the Operating Partnership shall provide each other with such cooperation and information relating to any of the Contributed Interests, the Contributed EntitiesEntity, the Subsidiary Entitiesits subsidiaries, the Property Entities Entity or the Properties Property as the parties reasonably may request in (i) filing any Tax Return, amended Tax Return or claim for tax refund, (ii) determining any liability for taxes or a right to a tax refund, (iii) conducting or defending any proceeding in respect of taxes, or (iv) performing tax diligence, including with respect to the impact of this transaction on the REIT’s tax status as a REIT. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership shall promptly notify Contributor upon receipt by the Operating Partnership or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect to the income, properties or operations of any of the Contributed EntitiesEntity, the Subsidiary Entitiesits subsidiaries, the Property Entities Entity or their its subsidiaries or with respect to any the Property and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership or any of its affiliates, in each case, which may affect the liabilities for taxes of Contributor with respect to any tax period ending before or as a result of the Closing. Contributor shall promptly notify the Operating Partnership in writing upon receipt by Contributor or any of its affiliates of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties or operations of any of the Contributed EntitiesEntity, the Property Entities Entity or the Subsidiary Entities or with respect to any Propertyits subsidiaries. Each of the Operating Partnership and Contributor Contributors may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; provided, that Contributor shall have the right to control the conduct of any such audit or proceeding or portion thereof for which Contributor has acknowledged liability (except as a partner of the Operating Partnership) for the payment of any additional tax liability, and the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership nor Contributor may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax effect on the other party or its affiliates (other than on Contributor or any of its affiliates as a partner of the Operating Partnership) without the consent of the other party, such consent not to be unreasonably withheld. Contributor and the Operating Partnership shall retain all Tax Returns, schedules and work papers with respect to the Contributed EntitiesEntity, the Property EntitiesEntity, the Subsidiary Entitiestheir subsidiaries, and the PropertiesProperty, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns and other documents relate and until the final determination of any tax in respect of such years.

Tax Covenants. (a) The Contributor and the Operating Partnership shall provide each other with such cooperation and information relating to any of the Contributed Interests, the Contributed Entities, the Subsidiary Entities, the Property Entities Assets or the Properties as the parties reasonably may request in (i) filing any Tax Return, amended Tax Return or claim for tax Tax refund, (ii) determining any liability for taxes Taxes or a right to a tax Tax refund, (iii) conducting or defending any proceeding in respect of taxesTaxes, or (iv) performing tax Tax diligence, including with respect to the impact of this transaction on the REITCompany’s tax Tax status as a REIT. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership shall promptly notify the Contributor upon receipt by the Operating Partnership or any of its affiliates of notice of (i) any pending or threatened tax Tax audits or assessments with respect to the income, properties or operations of any of the Contributed Entities, the Subsidiary Entities, the Property Entities or their subsidiaries Companies or with respect to any Property and (ii) any pending or threatened federal, state, local or foreign tax Tax audits or assessments of the Operating Partnership or any of its affiliates, in each case, case which may affect the liabilities for taxes Taxes of the Contributor (or its owners) with respect to any tax period ending before or as a result of the Closing. The Contributor shall promptly notify the Operating Partnership in writing upon receipt by the Contributor or any of its affiliates of notice of any pending or threatened federal, state, local or foreign tax non-U.S. Tax audits or assessments relating to the income, properties or operations of any of the Contributed Entities, the Property Entities or the Subsidiary Entities Companies or with respect to any PropertyProperty that may impact or otherwise effect the liability for Taxes of the Operating Partnership other than as a result of the Closing. Each of the Operating Partnership and the Contributor may participate at its own expense in the prosecution of any claim or audit with respect to taxes Taxes attributable to any taxable period ending on or before the Closing Date; , provided, that the Contributor shall have the right to control the conduct of any such audit or proceeding or portion thereof for which the Contributor (or its owners) has acknowledged liability (except as a partner of the Operating Partnership) for the payment of any additional tax Tax liability, and the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership nor the Contributor may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax Tax effect on the other party or its affiliates (other than on the Contributor or any of its affiliates as a partner of the Operating Partnership) without the consent of the other party, such consent not to be unreasonably withheld. The Contributor and the Operating Partnership shall retain all Tax Returns, schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, Companies and the Properties, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns and other documents relate and until the final determination of any tax Tax in respect of such years.

Tax Covenants. (a) Contributor The Transferor and the Operating Partnership shall provide each other with such cooperation and information relating to any of the Contributed Interests, the Contributed Entities, the Subsidiary Entities, Membership Interest or the Property Entities or the Properties as the parties reasonably may request in (i) filing any Tax Returntax return, amended Tax Return tax return or claim for tax refund, (ii) determining any liability for taxes or a right to a tax refund, (iii) conducting or defending any proceeding in respect of taxes, or (iv) performing tax diligence, including with respect to the impact of this transaction on the REITCompany’s tax status as a REIT. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership shall promptly notify Contributor the Transferor in writing upon receipt by the Operating Partnership or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect to the income, properties or operations of any of the Contributed Entities, the Subsidiary Entities, the Property Entities or their subsidiaries or with respect to any Property Transferor and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership or any of its affiliates, in each case, case which may affect the liabilities for taxes of Contributor the Transferor with respect to any tax period ending on or before or as a result of the ClosingClosing Date. Contributor The Transferor shall promptly notify the Operating Partnership in writing upon receipt by Contributor the Transferor or any of its affiliates of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties or operations of any of the Contributed Entities, the Property Entities or the Subsidiary Entities or with respect to any PropertyLLC. Each of the Operating Partnership and Contributor the Transferor may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; , provided, that Contributor the Transferor shall have the right to control the conduct of any such audit or proceeding or portion thereof for which Contributor the Transferor (or its owners) has acknowledged liability (except as a partner member of the Operating Partnership) for the payment of any additional tax liability, and the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership nor Contributor the Transferor may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax effect on the other party or its affiliates (other than on Contributor or any of its affiliates as a partner of the Operating Partnership) without the consent of the other party, such consent not to be unreasonably withheld. Contributor The Transferor and the Operating Partnership shall retain all Tax Returnstax returns, schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, and the Propertiespapers, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns tax returns and other documents relate and until the final determination of any tax in respect of such years.

Tax Covenants. (a) Contributor and the Operating Partnership shall provide each other with such cooperation and information relating to any of the Contributed Interests, the Contributed EntitiesEntity, the Subsidiary Entitiesits subsidiaries, the Property Entities Entity or the Properties Property as the parties reasonably may request in (i) filing any Tax Return, amended Tax Return or claim for tax refund, (ii) determining any liability for taxes or a right to a tax refund, (iii) conducting or defending any proceeding in respect of taxes, or (iv) performing tax diligence, including with respect to the impact of this transaction on the REIT’s tax status as a REIT. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership shall promptly notify Contributor upon receipt by the Operating Partnership or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect to the income, properties or operations of any of the Contributed EntitiesEntity, the Subsidiary Entitiesits subsidiaries, the Property Entities Entity or their its subsidiaries or with respect to any the Property and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership or any of its affiliates, in each case, which may affect the liabilities for taxes of Contributor with respect to any tax period ending before or as a result of the Closing. Contributor shall promptly notify the Operating Partnership in writing upon receipt by Contributor or any of its affiliates of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties or operations of any of the Contributed EntitiesEntity, the Property Entities Entity or the Subsidiary Entities or with respect to any Propertyits subsidiaries. Each of the Operating Partnership and Contributor may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; provided, that Contributor shall have the right to control the conduct of any such audit or proceeding or portion thereof for which Contributor has acknowledged liability (except as a partner of the Operating Partnership) for the payment of any additional tax liability, and the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership nor Contributor may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax effect on the other party or its affiliates (other than on Contributor or any of its affiliates as a partner of the Operating Partnership) without the consent of the other party, such consent not to be unreasonably withheld. Contributor and the Operating Partnership shall retain all Tax Returns, schedules and work papers with respect to the Contributed EntitiesEntity, the Property EntitiesEntity, the Subsidiary Entitiestheir subsidiaries, and the PropertiesProperty, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns and other documents relate and until the final determination of any tax in respect of such years.

Tax Covenants. (a) Each Contributor and the Operating Partnership shall provide each other with such cooperation and information relating to any of the Contributed Interests, the Contributed Entities, the Subsidiary Entities, the Property Entities or the Properties Participating Interests as the parties reasonably may request in (i) filing any Tax Returntax return, amended Tax Return tax return or claim for tax refund, (ii) determining any liability for taxes or a right to a tax refund, or (iii) conducting or defending any proceeding in respect of taxes, or (iv) performing tax diligence, including with respect to the impact of this transaction on the REIT’s tax status as a REIT. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership shall promptly notify the applicable Contributor in writing upon receipt by the Operating Partnership or any of its affiliates Affiliates of notice of (i) any pending or threatened tax audits or assessments with respect to the income, properties or operations of any of the Contributed Entities, the Subsidiary Entities, the Property Entities or their subsidiaries or with respect to any Property Intermediary Owners and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership or any of its affiliatesAffiliates, in each case, case which may affect the liabilities for taxes of such Contributor with respect to any tax period ending on or before or as a result of the ClosingClosing Date. Each Contributor shall promptly notify the Operating Partnership in writing upon receipt by such Contributor or any of its affiliates of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties or operations of any of the Contributed Entities, the Property Entities or the Subsidiary Entities or with respect to any PropertyIntermediary Owners. Each of the Operating Partnership Partnership, and each Contributor may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; , provided, that such Contributor shall have the right to control the conduct of any such audit or proceeding or portion thereof for which such Contributor (or its owners) has acknowledged liability (except as a partner of the Operating Partnership) for the payment of any additional tax liability, and the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership nor any Contributor may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax effect on the other party or its affiliates (other than on Contributor or any of its affiliates as a partner of the Operating Partnership) owners without the consent of the other party, such consent not to be unreasonably withheld. Each Contributor and the Operating Partnership shall retain all Tax Returnstax returns, schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, and the Propertiespapers, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns tax returns and other documents relate and until the final determination of any tax in respect of such years.

Tax Covenants. (a) Contributor Each Contributor, MacKenzie OP and the Operating Partnership MacKenzie REIT shall provide each other with such cooperation and information relating to any of the Contributed InterestsClass A OP Units, the Contributed Entities, the Subsidiary EntitiesREIT Shares, the Property Entities Owner or the Properties Property as the parties reasonably may request in connection with (i) filing any Tax Returntax return, amended Tax Return tax return or claim for tax Tax refund, (ii) determining any liability for taxes Taxes or a right to a tax Tax refund, (iii) conducting or defending any proceeding in respect of taxesTaxes, or (iv) performing determining any tax diligenceattributes related to the Property, including each Contributor or any direct or indirect owners of such Contributor with respect to the impact ownership of this transaction on the REIT’s tax status as a REITClass A OP Units and/or REIT Shares. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership MacKenzie OP shall promptly notify each Contributor upon receipt by the Operating Partnership MacKenzie OP or any of its affiliates Affiliates of notice of (iA) any pending or threatened tax audits or assessments with respect to the income, properties or operations of any of the Contributed Entities, the Subsidiary Entities, the Property Entities or their subsidiaries MacKenzie OP or with respect to any the Property Owner or the Property and (iiB) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership MacKenzie OP or any of its affiliatesAffiliates, in each case, case which may affect the liabilities for taxes of such Contributor (or any direct or indirect owners) or Property Owner with respect to any tax period ending before or as a result of the Closing. Each Contributor shall promptly notify the Operating Partnership MacKenzie OP in writing upon receipt by Contributor such Contributor, Property Owner, or any of its affiliates their respective Affiliates of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties or operations of any of the Contributed EntitiesMacKenzie OP, the Property Entities or the Subsidiary Entities Owner, or with respect to any the Property. Each of the Operating Partnership and Contributor may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; provided, that Contributor shall have the right to control the conduct of any such audit or proceeding or portion thereof for which Contributor has acknowledged liability (except as a partner of the Operating Partnership) for the payment of any additional tax liability, and the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership nor Contributor may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax effect on the other party or its affiliates (other than on Contributor or any of its affiliates as a partner of the Operating Partnership) without the consent of the other party, such consent not to be unreasonably withheld. Contributor and the Operating Partnership MacKenzie OP shall retain all Tax Returnstax returns, schedules and work papers with respect to the Contributed EntitiesMacKenzie OP, the Property Entities, the Subsidiary EntitiesOwner, and the PropertiesProperty, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns tax returns and other documents relate and until the final determination of any tax in respect of such years. This Section 8.5 shall survive the Closing.

Tax Covenants. (a) Contributor and the Operating Partnership shall provide each other with such cooperation and information relating to any of the Contributed Interests, the Contributed Entities, the Subsidiary Entities, Company or the Property Entities or the Properties as the parties reasonably may request in (i) filing any Tax Return, amended Tax Return or claim for tax refund, (ii) determining any liability for taxes or a right to a tax refund, (iii) conducting or defending any proceeding in respect of taxes, or (iv) performing tax diligence, including with respect to the impact of this transaction on the REIT’s tax status as a REIT. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership shall promptly notify Contributor upon receipt by the Operating Partnership or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect to the income, income properties or operations of any of the Contributed Entities, the Subsidiary Entities, the Property Entities or their subsidiaries Company or with respect to any the Property and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership or any of its affiliates, in each case, which may affect the liabilities for taxes of Contributor with respect to any tax period ending before or as a result of the Closing. Contributor shall promptly notify the Operating Partnership in writing upon receipt by Contributor or any of its affiliates of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties or operations of any of the Contributed Entities, the Property Entities or the Subsidiary Entities Company or with respect to any the Property. Each of the Operating Partnership and Contributor may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; provided, that Contributor shall have the right to control the conduct of any such audit or proceeding or portion thereof for which Contributor has acknowledged liability (except as a partner of the Operating Partnership) for the payment of any additional tax liability, and the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership nor Contributor may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax effect on the other party or its affiliates (other than on Contributor or any of its affiliates as a partner of the Operating Partnership) without the consent of the other party, such consent not to be unreasonably withheld. Contributor and the Operating Partnership shall retain all Tax Returns, schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, Company and the PropertiesProperty, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns and other documents relate and until the final determination of any tax in respect of such years.

Tax Covenants. Xxxxxxxxx LLC has in effect an election pursuant to Code Section 754 for its taxable year in which the Closing takes place and will not revoke such election for such year. Each Contributor (aor, if such Contributor is not a natural person, any beneficial owners of such Contributor) Contributor and shall provide the Operating Partnership shall provide each other with such cooperation and information with respect to taxes relating to Xxxxxxxxx LLC or any of the Contributed Interests, the Contributed Entities, the Subsidiary Entities, the Property Entities Contributors’ Entire LLC Interest or the Properties Real Property as reasonably requested by the parties reasonably may request in (i) filing any Tax Return, amended Tax Return or claim for tax refund, (ii) determining any liability for taxes or a right to a tax refund, (iii) conducting or defending any proceeding in respect of taxes, or (iv) performing tax diligence, including Operating Partnership and shall cooperate with the Operating Partnership with respect to the impact its filing of this transaction on the REIT’s tax status as a REIT. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderreturns. The Operating Partnership shall promptly notify the applicable Contributor in writing upon receipt by the Operating Partnership or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect relating to the incomeany Contributor, properties Xxxxxxxxx LLC or operations of any part of the Contributed Entities, Contributors’ Entire LLC Interest or the Subsidiary Entities, the Property Entities or their subsidiaries or with respect to any Real Property and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership or any of its affiliates, in each case, case which may affect the liabilities for taxes of such Contributor with respect to any tax period ending on or before or as the Closing Date. Each Contributor (or, if such Contributor is not a result natural person, any beneficial owners of the Closing. Contributor such Contributor) shall promptly notify the Operating Partnership in writing upon receipt by such Contributor or any of its affiliates beneficial owners, as applicable, of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties Xxxxxxxxx LLC or operations of any part of the Contributed Entities, the Property Entities Contributors’ Entire LLC Interest or the Subsidiary Entities or with respect to any Real Property. Each of the The Operating Partnership and each Contributor or its beneficial owners, as applicable, may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; , provided, that such Contributor or its beneficial owners, as applicable, shall have the right to control the conduct of any such audit or proceeding or portion thereof for which such Contributor (or its beneficial owners) has acknowledged liability (except as a partner of the Operating Partnership) for the payment of any additional tax liability, and the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership nor any Contributor (or, if such Contributor is not a natural person, any beneficial owners of such Contributor) may settle or otherwise resolve any such claim, suit or to proceeding which could have an adverse tax effect on the other party or its affiliates (other than on Contributor or any of its affiliates as a partner of the Operating Partnership) owners without the consent of the other party, such consent not to be unreasonably withheld. Each Contributor (or, if such Contributor is not a natural person, any beneficial owners of such Contributor) and the Operating Partnership shall retain all Tax Returnstax returns, schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, and the Propertiespapers, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns tax returns and other documents relate and until the final determination of any tax in respect of such years.

Tax Covenants. Each Transferor (aor, if such Transferor is not a natural person, any beneficial owners of such Transferor) Contributor and the Operating Partnership shall provide each other Assignee with such cooperation and information with respect to taxes relating to the Ownership Entities or any of the Contributed Interests, the Contributed Entities, the Subsidiary Entities, the Property Entities Ash Ownership Interests or the Properties Real Property as the parties reasonably may request in (i) filing any Tax Return, amended Tax Return or claim for tax refund, (ii) determining any liability for taxes or a right to a tax refund, (iii) conducting or defending any proceeding in respect of taxes, or (iv) performing tax diligence, including requested by Assignee and shall cooperate with Assignee with respect to the impact its filing of this transaction on the REIT’s tax status as a REITreturns. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership Assignee shall promptly notify Contributor the applicable Transferor in writing upon receipt by the Operating Partnership Assignee or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect relating to any Transferor, the income, properties Ownership Entities or operations of any part of the Contributed Entities, Ash Ownership Interests or the Subsidiary Entities, the Property Entities or their subsidiaries or with respect to any Real Property and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership Assignee or any of its affiliates, in each case, case which may affect the liabilities for taxes of Contributor such Transferor with respect to any tax period ending on or before or as the Closing Date. Each Transferor (or, if such Transferor is not a result natural person, any beneficial owners of the Closing. Contributor such Transferor) shall promptly notify the Operating Partnership Assignee in writing upon receipt by Contributor such Transferor or any of its affiliates beneficial owners, as applicable, of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties or operations of any of the Contributed Entities, the Property Ownership Entities or any part of the Subsidiary Entities Ash Ownership Interests or with respect to any the Real Property. Each of the Operating Partnership Assignee and Contributor each Transferor or its beneficial owners, as applicable, may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; , provided, that Contributor such Transferor or its beneficial owners, as applicable, shall have the right to control the conduct of any such audit or proceeding or portion thereof for which Contributor such Transferor (or its beneficial owners) has acknowledged liability (except as a partner of the Operating PartnershipAssignee) for the payment of any additional tax liability, and the Operating Partnership Assignee shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership Assignee nor Contributor any Transferor (or, if such Transferor is not a natural person, any beneficial owners of such Transferor) may settle or otherwise resolve any such claim, suit or to proceeding which could have an adverse tax effect on the other party or its affiliates (other than on Contributor or any of its affiliates as a partner of the Operating Partnership) owners without the consent of the other party, such consent not to be unreasonably withheld. Contributor Each Transferor (or, if such Transferor is not a natural person, any beneficial owners of such Transferor) and the Operating Partnership Assignee shall retain all Tax Returnstax returns, schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, and the Propertiespapers, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns tax returns and other documents relate and until the final determination of any tax in respect of such years.

Tax Covenants. (a) The Contributor and the Operating Partnership shall provide each other with such cooperation and information relating to any of the Contributed Interests, the Contributed Entities, the Subsidiary Entities, the Property Entities or the Properties Interests as the parties reasonably may request in (i) filing any Tax Return, amended Tax Return or claim for tax Tax refund, (ii) determining any liability for taxes Taxes or a right to a tax Tax refund, (iii) conducting or defending any proceeding in respect of taxesTaxes, or (iv) performing tax Tax diligence, including with respect to the impact of this transaction on the REITCompany’s tax Tax status as a REIT. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership shall promptly notify the Contributor upon receipt by the Operating Partnership or any of its affiliates of notice of (i) any pending or threatened tax Tax audits or assessments with respect to the income, properties or operations of any of the Contributed Entities, the Subsidiary Entities, the Property Entities or their subsidiaries or with respect to any Property Limited Liability Company and (ii) any pending or threatened federal, state, local or foreign tax Tax audits or assessments of the Operating Partnership or any of its affiliates, in each case, case which may affect the liabilities for taxes Taxes of the Contributor (or its owners) with respect to any tax period ending before or as a result of the Closing. The Contributor shall promptly notify the Operating Partnership in writing upon receipt by the Contributor or any of its affiliates of notice of any pending or threatened federal, state, local or foreign tax non-U.S. Tax audits or assessments relating to the income, properties or operations of any the Limited Liability Company that may impact or otherwise effect the liability for Taxes of the Contributed EntitiesOperating Partnership other than as a result of the Closing. Subject to Section 2.6(b)(iii), the Property Entities or the Subsidiary Entities or with respect to any Property. Each each of the Operating Partnership and the Contributor may participate at its own expense in the prosecution of any claim or audit with respect to taxes Taxes attributable to any taxable period ending on or before the Closing Date; , provided, that the Contributor shall have the right to control the conduct of any such audit or proceeding or portion thereof for which the Contributor (or its owners) has acknowledged liability (except as a partner of the Operating Partnership) for the payment of any additional tax Tax liability, and the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership nor the Contributor may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax Tax effect on the other party or its affiliates (other than on the Contributor or any of its affiliates as a partner of the Operating Partnership) without the consent of the other party, such consent not to be unreasonably withheld. The Contributor and the Operating Partnership shall retain all Tax Returns, schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, and the PropertiesLimited Liability Company, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns and other documents relate and until the final determination of any tax Tax in respect of such years.