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. (b) The Operating Partnership shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Contributed Entities, the Property Entities or the Subsidiary Entities that are due after the Closing Date. To the extent such returns relate to a period ending on or prior to the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. (c) For purposes of allocating items of income, gain, loss and deduction with respect to the Property and/or the Contributed Interests in the manner required by Section 704(c) of the Code, the Operating Partnership shall employ, and shall cause any entity controlled by the Operating Partnership which holds title to the Property or the Contributed Interests to employ, the “traditional method” (without curative allocations) as set forth in Treasury Regulations section 1.704-3(b)(1).

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. (b) The Operating Partnership shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Contributed Entities, the Property Entities or the Subsidiary Entities their subsidiaries and their subsidiaries that are due after the Closing Date. To the extent such returns relate to a period ending on or prior to the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. (c) For purposes of allocating items of income, gain, loss and deduction with respect to the Property and/or the Contributed Interests in the manner required by Section 704(c) of the Code, the Operating Partnership shall employ, and shall cause any entity controlled by the Operating Partnership which holds title to the Property or the Contributed Interests to employ, the “traditional method” (without curative allocations) as set forth in Treasury Regulations section 1.704-3(b)(1).

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. (b) The Operating Partnership shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Contributed Entities, the Property Entities or the Subsidiary Entities that are due after the Closing Date. To the extent such returns relate to a period ending on or prior to the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. (c) For purposes of allocating items of income, gain, loss and deduction with With respect to the Property and/or Contributed Assets contributed to the Contributed Interests in the manner required by Section 704(c) of the CodeOperating Partnership pursuant to this Agreement, the Operating Partnership shall employ, and shall cause any entity controlled by Contributor agree that the Operating Partnership which holds title to the Property or the Contributed Interests to employ, shall use the “traditional method,” (without curative allocationsas described in Section 1.704-3(b) as set forth in of the Treasury Regulations section 1.704-3(b)(1)promulgated under the Code, to make allocations of taxable income and loss among the partners of the Operating Partnership and therefore shall not make any curative or remedial allocations unless the Operating Partnership and the parties to the Tax Protection Agreement agree otherwise in the Tax Protection Agreement.

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. (b) The Operating Partnership shall prepare or cause to be prepared and file or cause to be filed all Tax Returns tax returns of the Contributed Entities, the Property Entities Partnerships or the Subsidiary Entities that their subsidiaries which are due after the Closing Date. To the extent such returns relate to a period prior to or ending on or prior to the Closing Date, such Tax Returns tax returns (including, for the avoidance of doubt, any amended Tax Returnstax returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. To the extent such tax returns relate to income taxes attributable to a period prior to or ending on the Closing Date, no later than thirty (30) days prior to the due date (including extensions) for filing such returns, the Operating Partnership shall deliver such income tax returns to the Contributors for their review and approval, which approval shall not be unreasonably conditioned or withheld. (c) For purposes of allocating items of income, gain, loss and deduction with With respect to each Property that is contributed to the Property and/or the Contributed Interests in the manner required by Section 704(c) of the CodeOperating Partnership pursuant to this Agreement, the Operating Partnership shall employ, and shall cause any entity controlled by each Contributor agree that the Operating Partnership which holds title to the Property or the Contributed Interests to employ, shall use the “traditional method,” (without curative allocationsas described in Section 1.704-3(b) as set forth in of the Treasury Regulations section 1.704-3(b)(1)promulgated under the Code, to make allocations of taxable income and loss among the partners of the Operating Partnership.

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. (b) The With respect to each Property that is contributed to the Operating Partnership shall prepare or cause pursuant to be prepared and file or cause to be filed all Tax Returns of the Contributed Entities, the Property Entities or the Subsidiary Entities that are due after the Closing Date. To the extent such returns relate to a period ending on or prior to the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. (c) For purposes of allocating items of income, gain, loss and deduction with respect to the Property and/or the Contributed Interests in the manner required by Section 704(c) of the Codethis Agreement, the Operating Partnership shall employ, and shall cause any entity controlled by each Contributor agrees that the Operating Partnership which holds title to shall use the Property or the Contributed Interests to employ, the “"traditional method” (without curative allocations) ", as set forth described in Treasury Regulations section Section 1.704-3(b)(13(b), to make allocations of taxable income and loss among the partners of the Operating Partnership.

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. (b) The Operating Partnership shall prepare or cause to be prepared and file or cause to be filed all any Tax Returns of the Contributed Entities, the Property Entities Partnerships or the Subsidiary Entities that their subsidiaries which are due after the Closing Date. To the extent such returns relate to a period prior to or ending on or prior to the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returnstax returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. To the extent such Tax Returns relate to income taxes attributable to a period prior to or ending on the Closing Date, no later than thirty (30) days prior to the due date (including extensions) for filing such returns, the Operating Partnership shall deliver such income Tax Returns to the Contributor for its review and approval, which approval shall not be unreasonably conditioned or withheld. The Operating Partnership shall consider in good faith any comments from the Contributor. General and special real estate taxes and assessments for all tax years (or any portion thereof) prior to the Closing shall be paid by Contributor, including, without limitation, all supplemental taxes. (c) For purposes With respect to any Tax Return relating to Taxes attributable to a period prior to or ending on the Closing Date, including the portion of allocating items of incomeany Straddle Period (as defined below) ending on the Closing Date, gain, loss and deduction the Contributor shall remit to the Operating Partnership an amount equal to the tax liability due with respect to such Taxes. For any taxable period that begins on or before and ends after the Property and/or Closing Date (a “Straddle Period”), the Contributed Interests amount of Taxes allocable to the portion of the Straddle Period ending on the Closing Date shall be deemed to be: (i) in the manner required case of Taxes imposed on a periodic basis (such as real or personal property taxes), the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such taxes for the immediately preceding period) multiplied by Section 704(ca fraction, the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period and (ii) in the case of Taxes not described in the preceding clause (i) (such as franchise taxes and Taxes that are based upon or related to income or receipts, or imposed in connection with any sale or other transfer or assignment of property), the amount of any such Taxes shall be determined as if such taxable period ended as of the Codeclose of business on the Closing Date (and for purposes hereof, the Operating Partnership tax years of any partnership or pass-through entity in which the applicable Person owns a direct or indirect interest shall employ, and shall cause any entity controlled by the Operating Partnership which holds title be deemed to the Property or the Contributed Interests to employ, the “traditional method” (without curative allocations) close as set forth in Treasury Regulations section 1.704-3(b)(1of such date). (d) The provisions of this Section 4.2 shall survive Closing.

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. (b) The Operating Partnership With respect to the Property, the Acquirer and each Owner agrees that the Acquirer shall prepare or cause use the "traditional method with "curative allocations", as described in Regulations Section 1.704-3(c), to be prepared make allocations of taxable income and file or cause to be filed all Tax Returns loss among the partners of the Contributed Entities, the Property Entities or the Subsidiary Entities that are due after the Closing Date. To the extent such returns relate to a period ending on or prior to the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. (c) For purposes of allocating items of income, gain, loss and deduction Partnership with respect to the Property and/or the Contributed Interests in the manner required by Section 704(c) of the Code, the Operating Partnership shall employ, and shall cause any entity controlled by the Operating Partnership which holds title to the Property or the Contributed Interests to employ, the “traditional method” (without curative allocations) as set forth in Treasury Regulations section 1.704-3(b)(1)Property.

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. (b) The Operating Partnership With respect to the Property, the Acquirer and each Owner agrees that the Acquirer shall prepare or cause use the "traditional method" with "curative allocations", as described in Regulations Section 1.704-3(c), to be prepared make allocations of taxable income and file or cause to be filed all Tax Returns loss among the partners of the Contributed Entities, the Property Entities or the Subsidiary Entities that are due after the Closing Date. To the extent such returns relate to a period ending on or prior to the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. (c) For purposes of allocating items of income, gain, loss and deduction Partnership with respect to the Property and/or the Contributed Interests in the manner required by Section 704(c) of the Code, the Operating Partnership shall employ, and shall cause any entity controlled by the Operating Partnership which holds title to the Property or the Contributed Interests to employ, the “traditional method” (without curative allocations) as set forth in Treasury Regulations section 1.704-3(b)(1)Property.

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. (b) The Operating Partnership shall prepare or cause With respect to be prepared and file or cause to be filed all Tax Returns of the Contributed EntitiesProperty, the Property Entities or Acquirer, A&O and the Subsidiary Entities Designees agree that are due after the Closing Date. To Acquirer shall use the extent such returns relate "traditional method" with "curative allocations", as described in Regulations Section 1.704-3(c), to a period ending on or prior make allocations of taxable income and loss to Contributor and the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. (c) For purposes of allocating items of income, gain, loss and deduction Designees with respect to the Property and/or the Contributed Interests in the manner required by Section 704(c) of the Code, the Operating Partnership shall employ, and shall cause any entity controlled by the Operating Partnership which holds title to the Property or the Contributed Interests to employ, the “traditional method” (without curative allocations) as set forth in Treasury Regulations section 1.704-3(b)(1)Property.

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. (b) The Operating Partnership With respect to the Property, the Acquirer and the Contributor agree that the Acquirer shall prepare or cause use the "traditional method" with "curative allocations", as described in Regulations Section 1.704-3(c), to be prepared make allocations of taxable income and file or cause to be filed all Tax Returns loss among the partners of the Contributed EntitiesAcquirer with respect to the Property. (i) Subject to the exceptions set forth in Section 3.2(c)(ii) and any transfer(s) of any interest in the Property to the Contributor contemplated in the Term Sheet, the Property Entities or the Subsidiary Entities Acquirer covenants, agrees and guarantees that are due after the Closing Date. To the extent such returns relate to for a period ending on or prior to of five (5) years from the Closing Date, the Acquirer will not transfer or dispose of or permit or suffer the transfer or disposition of any of its interest in the Property, directly or indirectly, voluntarily or involuntarily, by operation of law, by foreclosure or otherwise (any such transfer or disposition other than those contemplated in the Term Sheet being a "Disposition") unless the Acquirer pays the Contributor the Tax Returns Damages Amount (includingas defined below), for the avoidance if any, resulting from such Disposition. A Disposition of doubt, any amended Tax Returns) shall be prepared an interest in a manner consistent with past practice, except as otherwise required by applicable law. (c) For purposes of allocating items of income, gain, loss and deduction with respect to the Property and/or the Contributed Interests shall include any event or occurrence in the manner required by which income or gain is recognized pursuant to, or as a result of, Section 704(c) of the Code directly or indirectly by the Contributor in excess of the income or gain allocable directly or indirectly to the Contributor for book purposes under Section 704(b) of the Code in accordance with the applicable statutes, regulations, and rules in effect on the date of this Agreement, including, but not limited to any voluntary or involuntary sale (including a foreclosure or transfer in lieu of foreclosure), assignment, transfer, exchange, contribution, merger, consolidation, distribution or other disposition or conveyance of all or any portion of, or of all or any portion of any direct or indirect interest in, the Property but specifically excluding any transfer of an interest in the Property to the Contributor that is contemplated in the Term Sheet. Subject to the exceptions set forth in Section 3.2(c)(ii), it shall also include income or gain allocable directly or indirectly to the Contributor due to reduction by the Acquirer in the Contributor's direct or indirect share of Non-Recourse Indebtedness (as defined in Treasury Regulation Section 1.704-2(b)(3)) under Section 731 of the Code, whether direct or indirect, voluntary or involuntary, by operation of law, by foreclosure or otherwise to an amount less than specified in Section 3.2(d). (ii) The restrictions on a Disposition under Section 3.2(c)(i), including the Operating Partnership requirement not to change the Contributor's direct or indirect share of Non-Recourse Indebtedness under Section 731 of the Code, shall employnot apply to events outside of the control of the Acquirer, the general partner of the Acquirer and their respective affiliates ("Non-Control Events"), such as a Disposition pursuant to a condemnation, eminent domain proceeding or other involuntary conversion. However, without limitation, Non-Control Events shall cause not include: (A) financial inability to pay or perform any entity controlled by obligation; (B) a bankruptcy, insolvency, receivership or similar proceeding, or any Disposition resulting therefrom or any assignment for the Operating Partnership which holds title benefit of creditors; or (C) a foreclosure. (iii) The Acquirer shall be entitled to exchange the Property in an exchange qualifying under Code Section 1031 provided that no gain is recognized for federal or state income tax purposes in or as a result of the exchange. Nothing in this Section 3.2(c) shall prevent the Acquirer from (A) pledging or encumbering any of the Property or (B) assigning, transferring or otherwise disposing of the Contributed Interests Property, as applicable to employa subsidiary 100% of the beneficial ownership interests of which is owned by the Acquirer as long as such transfer does not result in the allocation of taxable income or gain to the Contributor under Code Section 704(c). (d) Subject to future changes in applicable law or an adverse determination by applicable tax authorities, so long as the Contributor holds Units constituting at least twenty five percent (25%) of the Units received by the Contributor on account of the Contribution, the “traditional method” Acquirer shall maintain at all times during the term of this Agreement, Non-Recourse Indebtedness, without any prepayment or other reduction, in an amount so that the Contributor's allocable share from the Acquirer of such Non-Recourse Indebtedness is no less than the sum of (without curative allocationsi) Contributor's aggregate deficit capital account in the Entity as set forth of the date of the Contribution and (ii) any increase in Treasury Regulations section 1.704-3(b)(1Contributor's aggregate deficit capital account in Acquirer upon any distribution of the Property by Acquirer after the Closing Date pursuant to the Back Up Proposal. (i) If there is a Disposition described in 3.2(c) of this Agreement which requires payment of the Tax Damages Amount (a "Tax Event Disposition"), the Acquirer shall pay to the Contributor an amount (the "Tax Damages Amount") which shall be equal to the sum of X plus Y below. (A) X shall be equal to the Tax Amount (as determined below). The Tax Amount determined as follows:

Tax Covenants. (a) The Parties agree that the Contributor and shall bear the Operating Partnership shall provide each other liability for any Taxes imposed on or incurred by or with such cooperation and information relating respect to any the operation of the Business or the ownership or operation of the Contributed InterestsAssets for any taxable period or portion thereof ending on or prior to the Closing Date. The Parties further agree that the Acquirer shall bear the liability for any Taxes imposed on or incurred by or with respect to the operation of the Business or the ownership or operation of the Contributed Assets for any taxable period or portion thereof beginning after the Closing Date. (b) The Parties agree that whenever it is necessary for purposes of this Section 5.8 to determine the amount of any Taxes for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, the Contributed Entitiesdetermination shall be made, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon capital, debt or a combination of capital and debt), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances and deductions for a taxable period beginning before and ending after the Closing Date that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (c) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date with respect to VEX (or any of its Subsidiaries), the Subsidiary EntitiesBusiness or the Contributed Assets (excluding any Tax Return that is filed on a consolidated, combined, or unitary basis with any Devon Entity other than VEX or any of its Subsidiaries), the Property Entities Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction and credit required to be included therein, furnish a copy of such Tax Return to the Contributor, and cause such Tax Return to be filed timely with the appropriate Tax Authority. The Acquirer shall be responsible for the timely payment of all Taxes due from VEX or any of its Subsidiaries with respect to the Properties period covered by such Tax Return, but shall have a right to recover from the Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.8(a). (d) The Parties shall cooperate fully, and cause their Affiliates to cooperate fully, as and to the parties extent reasonably may request in requested by the other Party, (i) filing any Tax Return, amended Tax Return or claim for tax refundto accomplish the apportionment of income described pursuant to this Section 5.8, (ii) determining to respond to requests for the provision of any liability for taxes information or a right documentation within the knowledge or possession of such Party as reasonably necessary to a tax refundfacilitate compliance with financial reporting obligations arising under FASB Statement No. 109 (including compliance with Financial Accounting Standards Board Interpretation No. 48), and (iii) conducting in connection with any audit, litigation or defending any other proceeding in respect of taxes, or (iveach a “Tax Proceeding”) performing tax diligence, including with respect to the impact of this transaction on the REIT’s tax status as a REITTaxes. Such reasonable cooperation shall include access to, the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any Tax Return or Tax Proceeding, and 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 Acquirer and the Contributor will use their respective commercially reasonable efforts to retain all books and records with respect to Tax matters pertinent to the Contributed Assets relating to any taxable period beginning before the Closing Date until the later of seven (7) years after the Closing Date or the expiration of the applicable statute of limitations of the respective taxable periods (including any extensions thereof), and to abide by all record retention agreements entered into with any Tax Authority. The Acquirer and the Contributor each agree, upon receipt by the Operating Partnership request, to use their respective commercially reasonable efforts to obtain any certificate or other document from any Tax Authority or any of its affiliates of notice of (i) other Person as may be necessary to mitigate, reduce or eliminate any pending or threatened tax audits or assessments Tax that could be imposed with respect to the incometransactions contemplated by this Agreement. (e) The Parties intend that for United States federal income tax purposes, properties or operations of any (i) the VEX Contribution shall be treated as a contribution by the Contributor to the Acquirer pursuant to Section 721(a) of the Contributed EntitiesCode, subject to Section 707 of the Subsidiary EntitiesCode, 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 Debt Financed Cash Consideration 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 qualify 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“debt-financed transfer” under Section 1.707-5(b) of the taxable years Treasury Regulations pursuant to which such Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (i) as a reimbursement of the Contributor’s preformation expenditures within the meaning of Treasury Regulation sections 1.707-4(d) to the greatest extent applicable, and (ii) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by the Contributor of the VEX Contribution. The Parties agree to file all Tax Returns and other documents relate and until the final determination of any tax in respect of such years. (b) The Operating Partnership shall prepare or cause to be prepared and file or cause to be filed otherwise act at all Tax Returns of the Contributed Entities, the Property Entities or the Subsidiary Entities that are due after the Closing Date. To the extent such returns relate to a period ending on or prior to the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returns) shall be prepared times in a manner consistent with past practice, except as otherwise required by applicable law. (c) For purposes of allocating items of income, gain, loss and deduction with respect to the Property and/or the Contributed Interests in the manner required by Section 704(c) this intended treatment of the CodeVEX Contribution, the Operating Partnership shall employCash Consideration, and shall cause any entity controlled by the Operating Partnership which holds title to Acquirer Debt, including disclosing the Property or distribution of the Contributed Interests to employ, Cash Consideration in accordance with the “traditional method” (without curative allocations) as set forth in requirements of Treasury Regulations Regulation section 1.7041.707-3(b)(13(c)(2).

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. (b) The Operating Partnership With respect to the Property, the Acquirer and each Contributor agrees that the Acquirer shall prepare or cause use the "traditional method" with "curative allocations", as described in Regulations Section 1.704-3(c), to be prepared make allocations of taxable income and file or cause to be filed all Tax Returns loss among the partners of the Contributed EntitiesAcquirer with respect to the Property. (i) Subject to the exceptions set forth in Section 3.2(c)(ii), the Property Entities or the Subsidiary Entities Acquirer covenants, agrees and guarantees that are due after the Closing Date. To the extent such returns relate to for a period ending on or prior to of five (5) years from the Closing Date, the Acquirer will not transfer or dispose of or permit or suffer the transfer or disposition of any of its interest in the Property, directly or indirectly, voluntarily or involuntarily, by operation of law, by foreclosure or otherwise (a "Disposition") unless the Acquirer pays the Contributors the Tax Damages Amount (as defined below), if any, resulting from such Tax Returns (including, for the avoidance Disposition. A Disposition of doubt, any amended Tax Returns) shall be prepared an interest in a manner consistent with past practice, except as otherwise required by applicable law. (c) For purposes of allocating items of income, gain, loss and deduction with respect to the Property and/or the Contributed Interests shall include any event or occurrence in the manner required by which income or gain is recognized pursuant to, or as a result of, Section 704(c) of the Code directly or indirectly by the Contributors in excess of the income or gain allocable directly or indirectly to the Contributors for book purposes under Section 704(b) of the Code in accordance with the applicable statutes, regulations, and rules in effect on the date of this Agreement, including, but not limited to any voluntary or involuntary sale (including a foreclosure or transfer in lieu of foreclosure), assignment, transfer, exchange, contribution, merger, consolidation, distribution or other disposition or conveyance of all or any portion of, or of all or any portion of any direct or indirect interest in, the Property. Subject to the exceptions set forth in Section 3.2(c)(ii), it shall also include income or gain allocable directly or indirectly to the Contributors due to reduction by the Acquirer in the Contributors' direct or indirect share of Non-Recourse Indebtedness (as defined in Treasury Regulation Section 1.704-2(b)(3)) under Section 731 of the Code, whether direct or indirect, voluntary or involuntary, by operation of law, by foreclosure or otherwise to an amount less than specified in Section 3.2(d). (ii) The restrictions on a Disposition under Section 3.2(c)(i), including the Operating Partnership requirement not to change the Contributors' direct or indirect share of Non-Recourse Indebtedness under Section 731 of the Code, shall employnot apply to events outside of the control of the Acquirer, the general partner of the Acquirer and their respective affiliates ("Non-Control Events"), such as a Disposition pursuant to a condemnation, eminent domain proceeding or other involuntary conversion. However, without limitation, Non-Control Events shall cause not include: (A) financial inability to pay or perform any entity controlled by obligation; (B) a bankruptcy, insolvency, receivership or similar proceeding, or any Disposition resulting therefrom or any assignment for the Operating Partnership which holds title benefit of creditors; or (C) a foreclosure. (iii) The Acquirer shall be entitled to exchange the Property in an exchange qualifying under Code Section 1031 provided that no gain is recognized for federal or state income tax purposes in or as a result of the exchange. Nothing in this Section 3.2(c) shall prevent the Acquirer from (A) pledging or encumbering any of the Property or (B) assigning, transferring or otherwise disposing of the Contributed Interests Property, as applicable to employa subsidiary 100% of the beneficial ownership interests of which is owned by the Acquirer as long as such transfer does not result in the allocation of taxable income or gain to any Contributor under Code Section 704(c). (d) Subject to future changes in applicable law or an adverse determination by applicable tax authorities, so long as the Contributors hold Units constituting at least twenty five percent (25%) of the Units received by such Contributor on account of the Contribution, the “traditional method” Acquirer shall maintain at all times during the term of this Agreement, Non-Recourse Indebtedness, without any prepayment or other reduction, in an amount so that the Contributors' allocable share from the Acquirer of all "excess non-recourse liability" under Treasury Regulation Section 1.752-3(c) shall be no less than the Contributors' aggregate deficit capital account in the Acquirer as of the date of the Contribution. (without curative allocationsi) If there is a Disposition described in 3.2(c) of this Agreement which requires payment of the Tax Damages Amount (a "Tax Event Disposition"), the Acquirer shall pay to each Contributor an amount (the "Tax Damages Amount") which shall be equal to the sum of X plus Y below. (A) X shall be equal to the Tax Amount (as set forth in Treasury Regulations section 1.704-3(b)(1determined below).. The Tax Amount determined as follows:

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. (b) The Operating Partnership shall prepare or cause to be prepared and file or cause to be filed all Tax Returns tax returns of the Contributed Entities, Partnership relating to the Property Entities or the Subsidiary Entities that are due period after the Closing Date. To The Contributor shall prepare or cause to be prepared and file or cause to be filed all tax returns relating to the extent such returns relate period prior to a period or ending on or prior to the Closing Date, as contemplated by the Soma Square Side Agreement; provided, however, that such Tax Returns tax returns (including, for the avoidance of doubt, any amended Tax Returnstax returns, but excluding for the purposes of this proviso any returns already filed as of the Effective Date) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. For each such tax return to be prepared by the Contributor (and which has not already been filed as of the Effective Date), no later than thirty (30) days prior to the due date (including extensions) for filing the applicable return, the Contributor shall deliver a draft of such tax return to the Operating Partnership for its review and approval, which approval shall not be unreasonably conditioned or withheld. The Contributor shall consider in good faith any comments from the Operating Partnership, so long as such comments are provided no later than fifteen (15) days prior to the due date (including extensions) for filing the applicable return (and provided that if the Operating Partnership does not provide any such comments prior to such deadline then the draft return delivered by the Contributor shall be deemed approved by the Operating Partnership). (c) For purposes of allocating items of income, gain, loss and deduction with With respect to the Property and/or that is contributed to the Contributed Interests in the manner required by Section 704(c) of the CodeOperating Partnership pursuant to this Agreement, the Operating Partnership shall employ, and shall cause any entity controlled by the Contributor agree that the Operating Partnership which holds title to the Property or the Contributed Interests to employ, shall use the “traditional method,” (without curative allocationsas described in Section 1.704-3(b) as set forth in of the Treasury Regulations section 1.704-3(b)(1)promulgated under the Code, to make allocations of taxable income and loss among the partners of the Operating Partnership.

Tax Covenants. (a) Contributor The Parties agree that SC&C and SunCoke shall bear the liability for any Taxes imposed on or incurred by or with respect to the Operating Company or Gateway Cogeneration, the Business or the Operating Assets for any taxable period or portion therefor ending on or prior to the Closing Date. The parties hereto further agree that the Operating Company (including its members in accordance with their membership interest) shall bear the liability for any Taxes imposed on or incurred by or with respect to the Operating Company and Gateway Cogeneration, the Business or the Operating Assets for any taxable period or portion therefor beginning after the Closing Date. (b) The parties hereto agree that whenever it is necessary for purposes of this Section 6.6 to determine the amount of any Taxes imposed on or incurred by or with respect to the Operating Company and Gateway Cogeneration, the Business or the Operating Assets for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) which is allocable to the portion of the Straddle Period ending on or before the Closing Date, the determination shall be made, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon capital, debt or a combination of capital and debt), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Operating Company or Gateway Cogeneration and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances and deductions for a taxable period beginning before and ending after the Closing Date that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (c) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date with respect to the Operating Company or Gateway Cogeneration, the Business or the Operating Assets, SXCP shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction and credit required to be included therein, furnish a copy of such Tax Return to SunCoke, cause such Tax Return to be filed timely with the appropriate Tax Authority, and the Operating Partnership Company shall provide each other be responsible for the timely payment of all Taxes due with respect to the period covered by such cooperation and information relating Tax Return (but shall have a right to any recover from SunCoke the amount of Taxes attributable to the portion of the Contributed Intereststaxable period ending on or prior to the Closing Date pursuant to Section 6.6(a)). (d) The parties hereto shall cooperate fully, and cause their Affiliates to cooperate fully, as and to the Contributed Entitiesextent reasonably requested by the other party, 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 refundto accomplish the apportionment of income described pursuant to this Section 6.6, (ii) determining to respond to requests for the provision of any liability for taxes information or a right documentation within the knowledge or possession of such party as reasonably necessary to a tax refundfacilitate compliance with financial reporting obligations arising under FASB Statement No. 109 (including compliance with Financial Accounting Standards Board Interpretation No. 48), and (iii) conducting in connection with any audit, litigation or defending any other proceeding in respect of taxes, or (iveach a “Tax Proceeding”) performing tax diligence, including with respect to the impact of this transaction on the REIT’s tax status as a REITTaxes. Such reasonable cooperation shall include access to, the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any Tax Return or Tax Proceeding, and 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 SXCP and SunCoke will use their respective commercially reasonable efforts to retain all books and records with respect to Tax matters pertinent to the Business and the Operating Partnership Assets relating to any taxable period beginning before the Closing Date until the later of six years after the Closing Date or the expiration of the applicable statute of limitations of the respective taxable periods (including any extensions thereof), and to abide by all record retention agreements entered into with any Tax Authority. SXCP and SunCoke each agree, upon request, to use their respective commercially reasonable efforts to obtain any certificate or other document from any Tax Authority or any of its affiliates of notice of (i) other Person as may be necessary to mitigate, reduce or eliminate any pending or threatened tax audits or assessments Tax that could be imposed 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 transactions contemplated 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 yearsthis Agreement. (be) The Operating Partnership Gateway Cogeneration shall prepare or cause make an election on Form 8832 to be prepared and file or cause to be filed all Tax Returns of the Contributed Entitiestreated as a corporation for federal income tax purposes effective January 1, the Property Entities or the Subsidiary Entities that are due after the Closing Date. To the extent such returns relate to a period ending on or prior to the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law2015. (c) For purposes of allocating items of income, gain, loss and deduction with respect to the Property and/or the Contributed Interests in the manner required by Section 704(c) of the Code, the Operating Partnership shall employ, and shall cause any entity controlled by the Operating Partnership which holds title to the Property or the Contributed Interests to employ, the “traditional method” (without curative allocations) as set forth in Treasury Regulations section 1.704-3(b)(1).

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. (b) The Operating Partnership shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Contributed Entities, the Property Entities or the Subsidiary Entities that are due after the Closing Date. To the extent such returns relate to a period ending on or prior to the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. (c) For purposes of allocating items of income, gain, loss and deduction with respect to the Property and/or the Contributed Interests in the manner required by Section 704(c) of the Code, the Operating Partnership shall employ, and shall cause any entity controlled by the Operating Partnership which holds title to the Property or the Contributed Interests to employ, the “traditional method” (without curative allocations) as set forth in Treasury Regulations section 1.704-3(b)(1).

Tax Covenants. (a) Contributor and the Operating Partnership The Management Company 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. (b) The Operating Partnership shall prepare or cause to be prepared and timely file or cause to be timely filed when due all Tax Returns of returns required to be filed on or prior to the Contributed Entities, the Property Entities Closing Date and shall pay or the Subsidiary Entities that are cause to be paid all Taxes shown due thereon. The Equity Holders’ Representative shall timely file or cause to be timely filed when due all Tax returns required to be filed on or after the Closing Date. To the extent such returns relate Date but relating to a period periods ending on or prior to the Closing Date, Date and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns returns (including, for the avoidance of doubt, any amended Tax Returnsreturns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable lawLaw. (b) The Operating Partnership shall prepare or cause to be prepared all other Tax returns of the Management Company. (c) For purposes The Equity Holders’ Representative and the Operating Partnership shall provide each other with such reasonable cooperation and information relating to the Management Company as the parties reasonably require 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 allocating items of incomeTaxes or (iv) performing Tax diligence, gain, loss and deduction including with respect to the Property and/or impact of this transaction on the Contributed Interests Company’s qualification as a REIT for U.S. federal income Tax purposes. The Operating Partnership shall promptly notify each Equity Holder upon receipt by the Operating Partnership or any of its Affiliates of written notice of (A) any pending or threatened Tax audits or assessments and (B) any pending or threatened U.S. federal, state, local or foreign audits or assessments of the Operating Partnership or any of its Affiliates, in each case which would affect the liabilities for Taxes of the Equity Holders with respect to any taxable period, or portion thereof, ending on or prior to the Closing Date. The Operating Partnership 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 Equity Holders may participate at their own expense and the Operating Partnership shall cooperate with the Equity Holders in the manner required conduct of any such audit or proceeding or portion thereof. Notwithstanding the foregoing, if the Management Company has not liquidated, the Operating Partnership may not settle or otherwise resolve any such claim, suit or proceeding which could have an adverse Tax effect on the Equity Holders or their Affiliates (other than on such Equity Holders or any of their Affiliates as a partner of the Operating Partnership) without the consent of the Equity Holders’ Representative, such consent not to be unreasonably withheld, conditioned or delayed. (d) With respect to the assets (other than the Excluded Assets) treated for U.S. federal income Tax purposes as transferred by the Management Company to the Operating Partnership pursuant to the Merger, in accordance with Section 704(c) of the Code, the Operating Partnership shall employ, and shall cause any entity controlled by the Operating Partnership which holds title to the Property or the Contributed Interests to employ, adopt the “traditional method,” (without curative allocationsas described in Section 1.704-3(b) as set forth in of the Treasury Regulations section 1.704-3(b)(1)promulgated under the Code, to make allocations of taxable income and loss among the partners of the Operating Partnership and therefore shall not make any curative or remedial allocations unless the Operating Partnership and the parties to the Tax Protection Agreement agree otherwise in the Tax Protection Agreement.

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. (b) The Operating Partnership shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Contributed Entities, the Property Entities or the Subsidiary Entities that their subsidiaries which are due after the Closing Date. To the extent such returns relate to a period ending on or prior to the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. (c) For purposes of allocating items of incomeThe Contributors shall pay and bear all transfer, gainstamp, loss documentary, recording and deduction similar Taxes with respect to the Property and/or the Contributed Interests in the manner required contribution by Section 704(c) each of the CodeContributors of their Company Interests as contemplated by this Agreement, and shall prepare and file all Tax Returns relating to such Taxes. The Operating Partnership shall cooperate with reasonable requests of the Contributors in connection with the preparation of any such Tax Return. For purposes of clarity, the Contributors shall not be required to pay and bear any transfer, stamp, documentary, recording or similar Taxes with respect to transactions not directly related to the transfer by the Contributors of their Company Interests (including the Public Offering). (d) The Contributors shall promptly notify the Operating Partnership shall employ, and shall cause the Company in writing in the event that any entity controlled by of the Operating Partnership which holds title representations included in Section 2.6(b) becomes untrue (in whole or in part) at any time prior to the Property or Closing. Such notice shall include a reasonable description of the Contributed Interests to employreason such representation became untrue (i.e., the “traditional method” (without curative allocations) as set forth in Treasury Regulations section 1.704-3(b)(1reason why withholding is required).

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. (b) The Operating Partnership shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Contributed Entities, the Property Entities or the Subsidiary Entities that are due after the Closing Date. To the extent such returns relate to a period ending on or prior to the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. (c) For purposes of allocating items of income, gain, loss and deduction with respect to the Property and/or the Contributed Interests in the manner required by Section 704(c) of the Code, the Operating Partnership shall employ, and shall cause any entity controlled by the Operating Partnership which holds title to the Property or the Contributed Interests to employ, the “traditional method” (without curative allocations) as set forth in Treasury Regulations section 1.704-3(b)(1).

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. (b) The Operating Partnership shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Contributed Entities, the Property Entities or the Subsidiary Entities that are due after the Closing Date. To the extent such returns relate to a period ending on or prior to the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. (c) For purposes of allocating items of income, gain, loss and deduction with respect to the Property and/or the Contributed Interests in the manner required by Section 704(c) of the Code, the Operating Partnership shall employ, and shall cause any entity controlled by the Operating Partnership which holds title to the Property or the Contributed Interests to employ, the “traditional method” (without curative allocations) as set forth in Treasury Regulations section 1.704-3(b)(1).

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. (b) The Operating Partnership shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Contributed Entities, the Property Entities or the Subsidiary Entities that are due after the Closing Date. To the extent such returns relate to a period ending on or prior to the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. (c) For purposes of allocating items of income, gain, loss and deduction with respect to the Property and/or the Contributed Interests in the manner required by Section 704(c) of the Code, the Operating Partnership shall employ, and shall cause any entity controlled by the Operating Partnership which holds title to the Property or the Contributed Interests to employ, the “traditional method” (without curative allocations) as set forth in Treasury Regulations section 1.704-3(b)(1).

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. (b) The Operating Partnership Purchaser shall prepare or cause to be prepared and timely file or cause to be filed all Tax Returns Returns, if any, of the Contributed Entities, the Property Entities or the Subsidiary Entities Company that are due after the Closing Date. To the extent such returns relate to a period ending on or prior to the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. (c) For purposes of allocating items of income, gain, loss and deduction with respect to the Property and/or the Contributed Interests in the manner required by Section 704(c) of the Code, the Operating Partnership Purchaser shall employ, and shall cause any entity controlled by the Operating Partnership which holds title to the Property or the Contributed Interests to employ, employ the “traditional method” (without curative allocations) as set forth in Treasury Regulations section Section 1.704-3(b)(1).

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. (b) The Operating Partnership shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Contributed Entities, the Property Entities or the Subsidiary Entities that are due after the Closing Date. To the extent such returns relate to a period ending on or prior to the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. (c) For purposes of allocating items of income, gain, loss and deduction with respect to the Property and/or the Contributed Interests in the manner required by Section 704(c) of the Code, the Operating Partnership shall employ, and shall cause any entity controlled by the Operating Partnership which holds title to the Property or the Contributed Interests to employ, the “traditional method” (without curative allocations) as set forth in Treasury Regulations section 1.704-3(b)(1).

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. (b) The Operating Partnership shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Contributed Entities, the Property Entities or the Subsidiary Entities that are due after the Closing Date. To the extent such returns relate to a period ending on or prior to the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. (c) For purposes of allocating items of income, gain, loss and deduction with respect to the Property and/or the Contributed Interests in the manner required by Section 704(c) of the Code, the Operating Partnership shall employ, and shall cause any entity controlled by the Operating Partnership which holds title to the Property or the Contributed Interests to employ, the “traditional method” (without curative allocations) as set forth in Treasury Regulations section 1.704-3(b)(1).

Tax Covenants. (a) Contributor Sellers and the Operating Partnership shall provide each other with Group agree to furnish or cause to be furnished to the other, upon request, as promptly as practicable, such cooperation information and information assistance relating to the Assets (as available or within Sellers’ or the Partnership Group’s control, as applicable), including access to books and records, as is reasonably necessary for the filing of all Tax Returns by Sellers or the Partnership Group, as applicable, the making of any election relating to Taxes, the preparation for any audit by any taxing authority and the prosecution or defense of any claim, suit or proceeding relating to any Tax. Each of Sellers and 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 taxesPartnership Group shall retain, or (iv) performing tax diligencecause to be retained, including all books and records with respect to Taxes pertaining to the impact Assets for a period of this transaction on at least seven years following the REIT’s tax status as a REITClosing Date. Such reasonable cooperation Sellers and the Partnership Group shall include making employees available on a mutually convenient basis to provide additional information and explanation cooperate fully with each other in the conduct of any material provided hereunder. The Operating Partnership shall promptly notify Contributor upon receipt by audit, litigation or other proceeding relating to Taxes involving the Operating Partnership Assets or any of its affiliates of notice of the Allocation. (ib) 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 Sellers shall promptly notify the Operating Partnership Group in writing upon receipt by Contributor or any of its affiliates Sellers 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 Sellers that reasonably may be expected to relate to or give rise to a Lien on any of the Contributed Entities, the Property Entities or the Subsidiary Entities or with respect to any PropertyAssets. Each of Sellers and the Operating Partnership and Contributor may participate at its own expense Group shall promptly notify the other in the prosecution writing upon receipt of notice of any claim pending 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 threatened Tax audit or proceeding or portion thereof for which Contributor has acknowledged liability (except as a partner of assessment challenging 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. (b) The Operating Partnership shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Contributed Entities, the Property Entities or the Subsidiary Entities that are due after the Closing Date. To the extent such returns relate to a period ending on or prior to the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable lawAllocation. (c) For purposes Any Property Taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If any Property Taxes due and payable during the year of allocating items Closing have not been paid before Closing, Sellers shall be charged at Closing an amount equal to that portion of incomesuch Property Taxes which relates to the period before Closing, gainand the Partnership Group shall pay, loss and deduction or cause to be paid, such Property Taxes prior to their becoming delinquent. Any such apportionment made with respect to a Property Tax year for which the Property and/or Tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the Contributed Interests Property Tax rate or assessed valuation fixed. To the extent that the actual Property Taxes for the current year differ from the amount apportioned at Closing, the Parties shall make all necessary adjustments by appropriate payments between themselves within thirty 30 days after such amounts are determined following Closing. The Partnership Group shall pay all supplemental Property Tax resulting from the change in ownership and reassessment, if any, occurring as the manner required by Section 704(c) result of the Code, the Operating Partnership shall employ, and shall cause any entity controlled by the Operating Partnership which holds title Closing pursuant to the Property or the Contributed Interests to employ, the “traditional method” (without curative allocations) as set forth in Treasury Regulations section 1.704-3(b)(1)this Agreement.

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. (b) The Operating Partnership shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Contributed Entities, the Property Entities or the Subsidiary Entities Company that are due after the Closing Date. To the extent such returns relate to a period ending on or prior to the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. (c) For purposes of allocating items of income, gain, loss and deduction with respect to the Property and/or and the Contributed Membership Interests in the manner required by Section 704(c) of the Code, the Operating Partnership shall employ, and shall cause any entity controlled by the Operating Partnership which holds title to the Property or the Contributed Membership Interests to employ, the “traditional method” (without curative allocations) as set forth in Treasury Regulations section 1.704-3(b)(1).

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. (b) The Operating Partnership shall prepare or cause to be prepared and file or cause to be filed all Tax Returns any tax returns of the Contributed Entities, the Property Entities Partnerships or the Subsidiary Entities that their subsidiaries which are due after the Closing Date. To the extent such returns relate to a period prior to or ending on or prior to the Closing Date, such Tax Returns tax returns (including, for the avoidance of doubt, any amended Tax Returnstax returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. To the extent such tax returns relate to income taxes attributable to a period prior to or ending on the Closing Date, no later than thirty (30) days prior to the due date (including extensions) for filing such returns, the Operating Partnership shall deliver such income tax returns to the Contributor for its review and approval, which approval shall not be unreasonably conditioned or withheld. The Operating Partnership shall consider in good faith any comments from the Contributor. (c) For purposes of allocating items of incomeThe Operating Partnership shall promptly inform the Contributor in writing if the Operating Partnership believes that a Tax Event, gainas defined in the Tax Protection Agreement, loss and deduction has occurred on or prior to the Closing Date with respect to reporting the Property and/or Guarantee Opportunity, as defined in the Contributed Interests Tax Protection Agreement, in the manner required by described in Section 704(c4(b) of the CodeTax Protection Agreement. (d) With respect to each Property that is contributed to the Operating Partnership pursuant to this Agreement, the Operating Partnership shall employ, and shall cause any entity controlled by the Contributor agree that the Operating Partnership which holds title to the Property or the Contributed Interests to employ, shall use the “traditional method,” (without curative allocationsas described in Section 1.704-3(b) as set forth in of the Treasury Regulations section 1.704-3(b)(1)promulgated under the Code, to make allocations of taxable income and loss among the partners of the Operating Partnership.

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. (b) The Operating Partnership shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Contributed Entities, the Property Entities or the Subsidiary Entities that are due after the Closing Date. To the extent such returns relate to a period ending on or prior to the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. (c) For purposes of allocating items of income, gain, loss and deduction with respect to the Property and/or the Contributed Interests in the manner required by Section 704(c) of the Code, the Operating Partnership shall employ, and shall cause any entity controlled by the Operating Partnership which holds title to the Property or the Contributed Interests to employ, the “traditional method” (without curative allocations) as set forth in Treasury Regulations section 1.704-3(b)(1).

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. (b) The Operating Partnership shall prepare or cause to be prepared and file or cause to be filed all any Tax Returns of the Contributed Entities, the Property Entities Partnerships or the Subsidiary Entities that their subsidiaries which are due after the Closing Date. To the extent such returns relate to a period prior to or ending on or prior to the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returnstax returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. To the extent such Tax Returns relate to income taxes attributable to a period prior to or ending on the Closing Date, no later than thirty (30) days prior to the due date (including extensions) for filing such returns, the Operating Partnership shall deliver such income Tax Returns to the Contributor for its review and approval, which approval shall not be unreasonably conditioned or withheld. The Operating Partnership shall consider in good faith any comments from the Contributor. General and special real estate taxes and assessments for all tax years (or any portion thereof) prior to the Closing shall be paid by Contributor, including, without limitation, all supplemental taxes. (c) For purposes With respect to any Tax Return relating to Taxes attributable to a period prior to or ending on the Closing Date, including the portion of allocating items of incomeany Straddle Period (as defined below) ending on the Closing Date, gain, loss and deduction the Contributor shall remit to the Operating Partnership an amount equal to the tax liability due with respect to such Taxes. For any taxable period that begins on or before and ends after the Property and/or Closing Date (a “Straddle Period”), the Contributed Interests amount of Taxes allocable to the portion of the Straddle Period ending on the Closing Date shall be deemed to be: (i) in the manner required case of Taxes imposed on a periodic basis (such as real or personal property taxes), the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such taxes for the immediately preceding period) multiplied by Section 704(ca fraction, the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period and (ii) in the case of Taxes not described in the preceding clause (i) (such as franchise taxes and Taxes that are based upon or related to income or receipts, or imposed in connection with any sale or other transfer or assignment of property), the amount of any such Taxes shall be determined as if such taxable period ended as of the Codeclose of business on the Closing Date (and for purposes hereof the tax years of any partnership or pass through entity in which the applicable Person owns a direct or indirect interest shall be deemed to close as of such date). (d) With respect to the built-in-gain on each Property that is contributed to the Operating Partnership pursuant to this Agreement existing on the date of the contribution of the Properties to the Operating Partnership, the Operating Partnership shall employ, and shall cause any entity controlled by the Contributor agree that the Operating Partnership which holds title to the Property or the Contributed Interests to employ, shall use the “traditional method,” (without curative allocationsas described in Section 1.704-3(b) as set forth in of the Treasury Regulations section 1.704-3(b)(1)promulgated under the Code, to make allocations of taxable income and loss among the partners of the Operating Partnership. (e) The provisions of this Section 4.2 shall survive Closing.

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. (b) The Operating Partnership shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Contributed Entities, the Property Entities or the Subsidiary Entities that are due after the Closing Date. To the extent such returns relate to a period ending on or prior to the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. (c) For purposes of allocating items of income, gain, loss and deduction with respect to the Property and/or the Contributed Interests in the manner required by Section 704(c) of the Code, the Operating Partnership shall employ, and shall cause any entity controlled by the Operating Partnership which holds title to the Property or the Contributed Interests to employ, the “traditional method” (without curative allocations) as set forth in Treasury Regulations section 1.704-3(b)(1).

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. (b) The With respect to each Property that is contributed to the Operating Partnership shall prepare or cause pursuant to be prepared and file or cause to be filed all Tax Returns of the Contributed Entities, the Property Entities or the Subsidiary Entities that are due after the Closing Date. To the extent such returns relate to a period ending on or prior to the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. (c) For purposes of allocating items of income, gain, loss and deduction with respect to the Property and/or the Contributed Interests in the manner required by Section 704(c) of the Codethis Agreement, the Operating Partnership shall employ, and shall cause any entity controlled by the Contributor agree that the Operating Partnership which holds title to the Property or the Contributed Interests to employ, shall use the “traditional method” (without curative allocations) ”, as set forth described in Treasury Regulations section Section 1.704-3(b)(13(b), to make allocations of taxable income and loss among the partners of the Operating Partnership.

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. (b) The Operating Partnership shall prepare or cause to be prepared and file or cause to be filed all To the extent Tax Returns of for the Contributed Entities, the Property Entities or the Subsidiary Entities that their subsidiaries are due after the applicable Closing Date. To the extent such returns Date and relate to a period ending on or prior to the applicable Closing Date, neither RBMI nor the Operating Partnership will consent to such Tax Returns (including, for the avoidance of doubt, any amended Tax Returns) shall be being prepared in a manner consistent that is inconsistent with past practice, except as otherwise required by applicable law. (c) For purposes of allocating items of income, gain, loss and deduction with respect to the Property and/or the Contributed Interests in the manner required by Section 704(c) of the Code, the Operating Partnership shall employ, and shall cause any entity controlled by the Operating Partnership which holds title to the Property or the Contributed Interests to employ, the “traditional method” (without curative allocations) as set forth in Treasury Regulations section 1.704-3(b)(1).

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. (b) The With respect to each Participating Property that is contributed to the Operating Partnership shall prepare or cause pursuant to be prepared and file or cause to be filed all Tax Returns of the Contributed Entities, the Property Entities or the Subsidiary Entities that are due after the Closing Date. To the extent such returns relate to a period ending on or prior to the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. (c) For purposes of allocating items of income, gain, loss and deduction with respect to the Property and/or the Contributed Interests in the manner required by Section 704(c) of the Codethis Agreement, the Operating Partnership shall employ, and shall cause any entity controlled by each Contributor agrees that the Operating Partnership which holds title to the Property or the Contributed Interests to employ, shall use the “traditional method” (without curative allocations) ”, as set forth described in Treasury Regulations section Section 1.704-3(b)(13(b), to make allocations of taxable income and loss among the partners of the Operating Partnership.

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. (b) The With respect to each Property that is contributed to the Operating Partnership shall prepare or cause pursuant to be prepared and file or cause to be filed all Tax Returns of the Contributed Entities, the Property Entities or the Subsidiary Entities that are due after the Closing Date. To the extent such returns relate to a period ending on or prior to the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. (c) For purposes of allocating items of income, gain, loss and deduction with respect to the Property and/or the Contributed Interests in the manner required by Section 704(c) of the Codethis Agreement, the Operating Partnership shall employ, and shall cause any entity controlled by the Contributor agrees that the Operating Partnership which holds title to the Property or the Contributed Interests to employ, shall use the “traditional method” (without curative allocations) ”, as set forth described in Treasury Regulations section Section 1.704-3(b)(13(b), to make allocations of taxable income and loss among the partners of the Operating Partnership.

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. (b) The Operating Partnership shall prepare or cause With respect to be prepared and file or cause to be filed all Tax Returns of the Contributed EntitiesProperty, the Property Entities or Acquirer and the Subsidiary Entities Contributor agree that are due after the Closing Date. To Acquirer shall use the extent such returns relate "traditional method" with "curative allocations", as described in Regulations Section 1.704-3(c), to make allocations of taxable income and loss to Contributor and the Designees with respect to the Property. (i) Subject to the exceptions set forth in Section 3.2(c)(ii), the Acquirer covenants, agrees and guarantees that for a period ending on or prior to of five (5) years from the Closing Date, the Acquirer will not transfer or dispose of or permit or suffer the transfer or disposition of any of its interest in the Property, directly or indirectly, voluntarily or involuntarily, by operation of law, by foreclosure or otherwise (a "Disposition") unless the Acquirer pays the Designees the Tax Damages Amount (as defined below), if any, resulting from such Tax Returns (including, for the avoidance Disposition. A Disposition of doubt, any amended Tax Returns) shall be prepared an interest in a manner consistent with past practice, except as otherwise required by applicable law. (c) For purposes of allocating items of income, gain, loss and deduction with respect to the Property and/or the Contributed Interests shall include any event or occurrence in the manner required by which income or gain is recognized pursuant to, or as a result of, Section 704(c) of the Code directly or indirectly by the Designees in excess of the income or gain allocable directly or indirectly to the Designees for book purposes under Section 704(b) of the Code in accordance with the applicable statutes, regulations, and rules in effect on the date of this Agreement, including, but not limited to any voluntary or involuntary sale (including a foreclosure or transfer in lieu of foreclosure), assignment, transfer, exchange, contribution, merger, consolidation, distribution or other disposition or conveyance of all or any portion of, or of all or any portion of any direct or indirect interest in, the Property. Subject to the exceptions set forth in Section 3.2(c)(ii), it shall also include income or gain allocable directly or indirectly to the Designees due to reduction by the Acquirer in the Designees' direct or indirect share of Non-Recourse Indebtedness (as defined in Treasury Regulation Section 1.704-2(b)(3)) under Section 731 of the Code, whether direct or indirect, voluntary or involuntary, by operation of law, by foreclosure or otherwise to an amount less than specified in Section 3.2(d). (ii) The restrictions on a Disposition under Section 3.2(c)(i), including the Operating Partnership requirement not to change the Designees' direct or indirect share of Non-Recourse Indebtedness under Section 731 of the Code, shall employnot apply to events outside of the control of the Acquirer, the general partner of the Acquirer and their respective affiliates ("Non-Control Events"), such as a Disposition pursuant to a condemnation, eminent domain proceeding or other involuntary conversion. However, without limitation, Non-Control Events shall cause not include: (A) financial inability to pay or perform any entity controlled by obligation; (B) a bankruptcy, insolvency, receivership or similar proceeding, or any Disposition resulting therefrom or any assignment for the Operating Partnership which holds title benefit of creditors; or (C) a foreclosure. (iii) The Acquirer shall be entitled to exchange the Property in an exchange qualifying under Code Section 1031 provided that no gain is recognized for federal or state income tax purposes in or as a result of the exchange. Nothing in this Section 3.2(c) shall prevent the Acquirer from (A) pledging or encumbering any of the Property or (B) assigning, transferring or otherwise disposing of the Contributed Interests Property, as applicable to employa subsidiary 100% of the beneficial ownership interests of which is owned by the Acquirer as long as such transfer does not result in the allocation of taxable income or gain to the Contributor under Code Section 704(c). (d) Subject to future changes in applicable law or an adverse determination by applicable tax authorities, so long as the Designees hold Units constituting at least twenty five percent (25%) of the Units received by all Designees on account of the Contribution, the “traditional method” Acquirer shall maintain at all times during the term of this Agreement, Non-Recourse Indebtedness, without any prepayment or other reduction, in an amount so that the Designees' allocable share from the Acquirer of all "excess non-recourse liability" under Treasury Regulation Section 1.752-3(c) shall be no less than the Designees' aggregate deficit capital account in the Acquirer as of the date of the Contribution. (without curative allocationsi) If there is a Disposition described in 3.2(c) of this Agreement which requires payment of the Tax Damages Amount (a "Tax Event Disposition"), the Acquirer shall pay to the Contributor an amount (the "Tax Damages Amount") which shall be equal to the sum of X plus Y below. (A) X shall be equal to the Tax Amount (as set forth in Treasury Regulations section 1.704-3(b)(1determined below).. The Tax Amount determined as follows:

Tax Covenants. (a) Contributor The MARC Principals shall prepare and file or cause to be prepared and filed all with the Operating Partnership shall provide each other with such cooperation and information relating to any of the Contributed Interestsappropriate taxing authority, the Contributed Entities, the Subsidiary Entities, the Property Entities or the Properties as the parties reasonably may request in (i) filing any all 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 Returns relating to the income, properties or operations of any of the Contributed Entities, Property Owner and the Property Entities for taxable periods ending with or prior to 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 Closing Date (including those Tax Returns that are not due until after 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 shall pay 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 taxes shown on 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. (b) The Operating Partnership MARC Principals will cause any tax sharing agreement or similar arrangement with respect to taxes of or affecting any Property Owner or any Property to be terminated effective as of or before the Closing Date, in order that there shall prepare be no continuing obligations or cause to liabilities thereunder. (c) All excise, sales, use, transfer (including real property transfer or gains), stamp, documentary, filing, recordation and other similar taxes, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties, resulting directly or indirectly from the transactions contemplated by this Agreement (the “Transfer Taxes”) shall be borne by the party on which such Transfer Taxes are imposed by applicable law. Any Tax Returns that must be filed in connection with Transfer Taxes shall be prepared and filed when due by the party primarily or customarily responsible under the applicable local law for filing such Tax Returns, and such party will use reasonable commercial efforts to provide such Tax Returns to the other party or parties at least 10 business days prior to the due date for such Tax Returns. (d) First Union’s purchase of an interest in any Property Owner which (immediately prior to First Union’s purchase) is a disregarded entity of the MARC Member from which First Union is purchasing the interest shall be treated, for federal income tax purposes, as (1) First Union’s purchasing for the applicable First Union Purchase Price, an undivided interest in the Property owned by the applicable Property Owner, immediately followed by (2) a deemed contribution of the Property by the MARC Member and First Union to the entity in which First Union is acquiring an interest, resulting in an initial capital account balance with respect to such entity for each of the MARC Members and First Union equal to the MARC Deemed Equity or First Union Deemed Equity, as the applicable, divided by the sum of the MARC Deemed Equity and the First Union Deemed Equity with respect to the underlying Property. For federal income tax purposes, the First Union Purchase Price for each Property shall be allocated among the land, improvements and other components of each Property in the manner reasonably determined by First Union. The parties agree to file or and cause to be filed all Tax Returns of the Contributed Entities, the Property Entities or the Subsidiary Entities that are due after the Closing Date. To the extent such returns relate to a period ending on or prior to the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returns) shall be prepared in a manner and claims and other statements consistent with past practice, except as otherwise required by applicable lawthe foregoing. (ce) For In connection with First Union’s purchase of any interest in any Property Owner or other entity that (immediately prior to First Union’s purchase) is treated as a partnership for income tax purposes, the parties agree that such entity shall be treated as a partnership for federal income tax purposes and the parties shall cause the Property Owner to make an election under Sections 743 and 754 of allocating items the Code (and any corresponding provisions of incomestate and local tax law), gain, loss and deduction effective with respect to the Property and/or transfer of the Contributed Interests interest in such entity to First Union, to adjust its tax basis in its assets with respect to First Union. If First Union’s purchase causes a tax termination (within the manner required by meaning of Section 704(c708(b)(1)(B) of the Code) of the entity, the Operating Partnership shall employ, and shall parties agree to cause any entity controlled by the Operating Partnership which holds title to the Property or Owner to cause such election to be made by such entity on its federal (and any corresponding state and local) income tax return for its taxable year that ends with the Contributed Interests date of First Union’s purchase,. All resulting tax basis adjustments shall be made based on the applicable First Union Purchase Price in accordance with the allocation schedule reasonably determined by First Union. (f) First Union shall have the right to employreview and approve (prior to filing) the income Tax Returns of any Property Owner to which Code Section 708(b)(1)(B) will apply on account of First Union’s purchase of an interest in such Property Owner, the “traditional method” (without curative allocationsbut solely for purposes of confirming compliance with Section 12.7(e) as set forth in Treasury Regulations section 1.704-3(b)(1)above.

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. (b) The Operating Partnership shall prepare or cause to be prepared and timely file or cause to be filed all Tax Returns Returns, if any, of the Contributed Entities, the Property Entities or the Subsidiary Entities Entity that are due after the Closing Date. To the extent such returns relate to a period ending on or prior to the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. (c) For purposes of allocating items of income, gain, loss and deduction with respect to the Property and/or the Contributed Interests in the manner required by Section 704(c) of the Code, the Operating Partnership shall employ, and shall cause any entity controlled by the Operating Partnership which holds title to the Property or the Contributed Interests to employ, the “traditional method” (without curative allocations) as set forth in Treasury Regulations section Section 1.704-3(b)(1).

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. (b) The Operating Partnership shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Contributed EntitiesEntity, the Property Entities Entity or the Subsidiary Entities their subsidiaries and their subsidiaries that are due after the Closing Date. To the extent such returns relate to a period ending on or prior to the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. (c) For purposes of allocating items of income, gain, loss and deduction with respect to the Property and/or the Contributed Interests in the manner required by Section 704(c) of the Code, the Operating Partnership shall employ, and shall cause any entity controlled by the Operating Partnership which holds title to the Property or the Contributed Interests to employ, the “traditional method” (without curative allocations) as set forth in Treasury Regulations section 1.704-3(b)(1).

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. (b) The Operating Partnership shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Contributed Entities, the Property Entities or the Subsidiary Entities that are due after the Closing Date. To the extent such returns relate to a period ending on or prior to the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. (c) For purposes of allocating items of income, gain, loss and deduction with respect to the Property and/or the Contributed Interests in the manner required by Section 704(c) of the Code, the Operating Partnership shall employ, and shall cause any entity controlled by the Operating Partnership which holds title to the Property or the Contributed Interests to employ, the “traditional method” (without curative allocations) as set forth in Treasury Regulations section 1.704-3(b)(1).

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. (b) The Operating Partnership shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Contributed EntitiesEntity, the Property Entities Entity or the Subsidiary Entities their subsidiaries and their subsidiaries that are due after the Closing Date. To the extent such returns relate to a period ending on or prior to the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. (c) For purposes of allocating items of income, gain, loss and deduction with respect to the Property and/or the Contributed Interests in the manner required by Section 704(c) of the Code, the Operating Partnership shall employ, and shall cause any entity controlled by the Operating Partnership which holds title to the Property or the Contributed Interests to employ, the “traditional method” (without curative allocations) as set forth in Treasury Regulations section 1.704-3(b)(1).

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. (b) The Operating Partnership shall prepare or cause to be prepared and file or cause to be filed all To the extent Tax Returns of for the Contributed Entities, the Property Entities or the Subsidiary Entities that their subsidiaries are due after the Closing Date. To the extent such returns Date and relate to a period ending on or prior to the Closing Date, neither RBMI nor the Operating Partnership will consent to such Tax Returns (including, for the avoidance of doubt, any amended Tax Returns) shall be being prepared in a manner consistent that is inconsistent with past practice, except as otherwise required by applicable law. (c) For purposes of allocating items of income, gain, loss and deduction with respect to the Property and/or the Contributed Interests in the manner required by Section 704(c) of the Code, the Operating Partnership shall employ, and shall cause any entity controlled by the Operating Partnership which holds title to the Property or the Contributed Interests to employ, the “traditional method” (without curative allocations) as set forth in Treasury Regulations section 1.704-3(b)(1).

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. (b) The Operating Partnership shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Contributed Entities, the Property Entities Entity or the Subsidiary Entities its subsidiaries that are due after the Closing Date. To the extent such returns relate to a period ending on or prior to the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. (c) For purposes of allocating items of income, gain, loss and deduction with respect to the Property and/or the Contributed Interests in the manner required by Section 704(c) of the Code, the Operating Partnership shall employ, and shall cause any entity controlled by the Operating Partnership which holds title to the Property or the Contributed Interests to employ, the “traditional method” (without curative allocations) as set forth in Treasury Regulations section 1.704-3(b)(1).

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. (b) The Operating Partnership shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Contributed Entities, the Property Entities or the Subsidiary Entities that are due after the Closing Date. To the extent such returns relate to a period ending on or prior to the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. (c) For purposes of allocating items of income, gain, loss and deduction with respect to the Property and/or the Contributed Interests in the manner required by Section 704(c) of the Code, the Operating Partnership shall employ, and shall cause any entity controlled by the Operating Partnership which holds title to the Property or the Contributed Interests to employ, the “traditional method” (without curative allocations) as set forth in Treasury Regulations section 1.704-3(b)(1).

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. (b) The With respect to each Participating Property that is contributed to the Operating Partnership shall prepare or cause pursuant to be prepared and file or cause to be filed all Tax Returns of the Contributed Entities, the Property Entities or the Subsidiary Entities that are due after the Closing Date. To the extent such returns relate to a period ending on or prior to the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. (c) For purposes of allocating items of income, gain, loss and deduction with respect to the Property and/or the Contributed Interests in the manner required by Section 704(c) of the Codethis Agreement, the Operating Partnership shall employ, and shall cause any entity controlled by each Contributor agrees that the Operating Partnership which holds title to the Property or the Contributed Interests to employ, shall use the “traditional method” (without curative allocations) ”, as set forth described in Treasury Regulations section Section 1.704-3(b)(13(b), to make allocations of taxable income and loss among the partners of the Operating Partnership.

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. (b) The Operating Partnership shall prepare or cause to be prepared and file or cause to be filed all any Tax Returns of the Contributed Entities, the Property Entities or the Subsidiary Entities that Limited Liability Company which are due after the Closing Date. To the extent such returns relate to a period prior to or ending on or prior to the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returnstax returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. To the extent such Tax Returns relate to income taxes attributable to a period prior to or ending on the Closing Date, no later than thirty (30) days prior to the due date (including extensions) for filing such returns, the Operating Partnership shall deliver such income Tax Returns to the Contributor for its review and approval, which approval shall not be unreasonably conditioned or withheld. The Operating Partnership shall consider in good faith any comments from the Contributor. (c) For purposes With respect to any Tax Return relating to Taxes attributable to a period prior to or ending on the Closing Date, including the portion of allocating items of incomeany Straddle Period (as defined below) ending on the Closing Date, gain, loss and deduction the Contributor shall remit to the Operating Partnership an amount equal to the tax liability due with respect to such Taxes. For any taxable period that begins on or before and ends after the Property and/or Closing Date (a “Straddle Period”), the Contributed Interests amount of Taxes allocable to the portion of the Straddle Period ending on the Closing Date shall be deemed to be: (i) in the manner required case of Taxes imposed on a periodic basis (such as real or personal property taxes), the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such taxes for the immediately preceding period) multiplied by Section 704(ca fraction, the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period and (ii) in the case of Taxes not described in the preceding clause (i) (such as franchise taxes and Taxes that are based upon or related to income or receipts, or imposed in connection with any sale or other transfer or assignment of property), the amount of any such Taxes shall be determined as if such taxable period ended as of the Codeclose of business on the Closing Date (and for purposes hereof, the Operating Partnership tax years of any partnership or pass-through entity in which the applicable Person owns a direct or indirect interest shall employ, and shall cause any entity controlled by the Operating Partnership which holds title be deemed to the Property or the Contributed Interests to employ, the “traditional method” (without curative allocations) close as set forth in Treasury Regulations section 1.704-3(b)(1of such date). (d) The provisions of this Section 4.2 shall survive Closing.

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. (b) The Operating Partnership shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Contributed Entities, the Property Entities or the Subsidiary Entities that are due after the Closing Date. To the extent such returns relate to a period ending on or prior to the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. (c) For purposes of allocating items of income, gain, loss and deduction with respect to the Property and/or the Contributed Interests in the manner required by Section 704(c) of the Code, the Operating Partnership shall employ, and shall cause any entity controlled by the Operating Partnership which holds title to the Property or the Contributed Interests to employ, the “traditional method” (without curative allocations) as set forth in Treasury Regulations section 1.704-3(b)(1).

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. (b) The Operating Partnership shall prepare or cause to be prepared and file or cause to be filed all any Tax Returns of the Contributed Entities, the Property Entities Companies or the Subsidiary Entities that their subsidiaries which are due after the Closing Date. To the extent such returns relate to a period prior to or ending on or prior to the Closing Date, such Tax Returns (including, for the avoidance of doubt, any amended Tax Returnstax returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. To the extent any such Tax Returns relate to income taxes attributable to a period prior to or ending on the Closing Date, no later than thirty (30) days prior to the due date (including extensions) for filing such returns, the Operating Partnership shall deliver such income Tax Returns to the Contributor for its review and approval, which approval shall not be unreasonably conditioned or withheld. The Operating Partnership shall consider in good faith any comments from the Contributor. (c) For purposes The provisions of allocating items of income, gain, loss and deduction with respect to the Property and/or the Contributed Interests in the manner required by this Section 704(c) of the Code, the Operating Partnership 4.2 shall employ, and shall cause any entity controlled by the Operating Partnership which holds title to the Property or the Contributed Interests to employ, the “traditional method” (without curative allocations) as set forth in Treasury Regulations section 1.704-3(b)(1)survive Closing.