Common use of Taxes and Assessments Clause in Contracts

Taxes and Assessments. In addition to the payments herein above provided for, and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency all real and personal property taxes, all general and special assessments, and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve payments.

Taxes and Assessments. In addition (a) Each material Tax return, declaration, report, claim for refund or information return or statement relating to the payments herein above provided forTaxes (a “Tax Return”), including any schedule or attachment thereto and except as otherwise discharged through including any reserve accountamendment thereof, the Purchaser shall pay before delinquency all real required to be filed by or with respect to Seller has been timely and personal property taxes, all general and special assessments, properly filed and all other charges Taxes owed by or with respect to Seller has been timely and properly paid. There is not currently in effect any extension or waiver of whatsoever kind any statute of limitations of any jurisdiction regarding the assessment or nature levied or assessed by collection of any lawful authority upon or against the Property Tax. (b) Seller has not received written notice of any pending claim (which remains outstanding) from any applicable Governmental Authority for assessment of Taxes with respect to Seller or the use thereof Assets. (c) The Assets are not subject to a Tax partnership agreement or provision requiring a partnership income Tax Return to be filed under applicable Law. (d) There are no Tax liens on any of the extent the same Assets except for Permitted Encumbrances. (e) Seller is not subject to any liability for Taxes under Treasury Regulation § 1.1502-6 (or any installments thereof are attributable to similar provision of state or local Law) or as an indemnitor, successor or transferee of any other Person, by contract or operation of Law. (f) All Assets, other than intangible assets, have been properly listed and described on the period following property Tax rolls in the date of this contract. The prorated portion of said taxes, assessments, jurisdictions in which such listing and charges which are attributable to any period description is required for all periods prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessmentsClosing Date, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property Assets constitutes omitted property for property Tax purposes. (g) Schedule 4.24 contains a list of all jurisdictions (A) in which Seller is threatened required to file a Tax Return, or (B) to which any Tax is properly payable by Seller, and no jurisdiction in which Seller has not filed a specific Tax Return has asserted that Seller is required to file such Tax Return in such jurisdiction. (h) Seller has complied in all respects with any tax forfeiture or sale as all Laws relating to the result payment and withholding of such contest. So long as such contest is pursued Taxes and has, within the time and in good faiththe manner prescribed by Law, withheld and paid over to the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsproper Governmental Authority all required amounts.

Taxes and Assessments. In addition to the payments herein above provided for, and except as otherwise discharged through any reserve account, the Purchaser (a) The Lessee shall pay before delinquency and discharge all real and personal property estate taxes, all general betterment charges and special assessments, and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessmentslevies, and charges and governmental impositions, duties and discharges of like kind and nature, which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times may during the term of this contractLease be charged, laid, levied or imposed upon or become a lien or liens upon the Leased Premises or any part thereof, or upon any buildings or appurtenances thereof, or any part thereof, or which may become due and payable with respect thereto, and any and all taxes charged, laid or levied in addition to the foregoing under or by virtue of any present or future laws, rules, requirements, orders, directions, ordinances or regulations of the United States of America, or of the state, county or city government, or of any other municipal government or lawful authority whatsoever. The Lessee shall also be responsible for the payment of any assessments for improvements; provided, however, that if any such assessment shall be payable in installments, the Seller mayLessee shall not be required to pay any installment becoming due subsequent to the termination of this Lease; and provided, for further, that if any such assessment shall be payable in a lump sum, the Lessee may submit to arbitration in accordance with Section 24 hereof the question of the proportion of the assessment which the Lessee should equitably be required to pay in the light of the nature of the improvement, the remaining term of this contractLease and the existence of the option to renew set forth in Section 25 hereof. Unless required by a mortgagee to make payments into an escrow account for taxes, require the Purchaser to deposit Lessee shall, if so requested by the Lessor, pay the Lessor with each Installment Amount installment of rent an amount reasonably estimated equal to one twelfth of the real estate taxes for the current year, if the amount thereof is known, or of such taxes for the prior year, if the amount thereof for current year is not known. Such amounts shall be held in escrow by the Seller to be necessary to Lessor and utilized in partial or complete discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the SellerLessee's deed obligations to pay such taxes on or before the Purchaserdate upon which interest upon such taxes would otherwise start to accrue. The Seller If payments into an escrow account for taxes shall not be liable required by a mortgagee or by the Lessor, (1) the Lessee shall make the required payments directly to the appropriate taxing or other governmental authorities, and (2) the Lessor shall forward all tax bills, statements and charges to the Lessee in time sufficient to enable the Lessee to pay the same without incurring interest or penalties and in time so that the Lessee may contest the same if it so desires. The Lessee shall also punctually pay and discharge all taxes which shall or may during the term of this Lease be charged, laid, levied or imposed upon or become a lien upon the stock in trade or other personal property of the Lessee attached to or used in connection with the Lessee's business conducted on the premises. Nothing herein contained shall require the Lessee to pay the Lessor's income or business profits taxes or any taxes on the rents reserved to the Lessor hereunder. Property taxes for interest on said deposits. If not retained the tax year in an escrow or collection account, said funds which the term hereof commences and for the tax year in which the term hereof terminates shall be maintained by apportioned between the Seller Lessor and the Lessee in a segregated account and expended for no other purpose, accordance with interest earned thereon, if any, being added to the sums so held; provided, however, this account may number of months or major fraction thereof during which each party shall be commingled with any insurance reserve account under this contract. in possession of the Leased Premises during such tax years. (b) The provisions of this paragraph to the contrary notwithstanding, either party Lessee shall have the right to contest or review (in good faith the name of the Lessee, or of the Lessor, or both, as the Lessee shall elect) by appropriate proceedings (which if instituted shall be conducted promptly at the Lessee's own expense free of all expense to the Lessor) any tax tax, charge or assessment other governmental imposition aforementioned upon condition that before instituting any such proceeding the Lessee shall pay (under protest) such tax, charge or other governmental imposition aforementioned, or furnish to the Lessor a surety company performance bond in a company acceptable to the Lessor or other security satisfactory to the Lessor sufficient to cover the amount of the contested item or items with interest for the period which such proceedings may have been reasonably be expected to take and costs securing the payment of such contested item or is hereafter levied against items and all interest and costs in connection therewith when finally determined. Notwithstanding the Property furnishing of any such bond or security, the Lessee shall pay all such items before the date when the Leased Premises or any portion part thereof so long as no portion would under applicable law be forfeited. The Lessor shall timely file the annual inventory required by Chapter 74:7 of the Property is threatened with any tax forfeiture or sale as Revised Statutes Annotated of New Hampshire the result filing of which, by virtue of Chapter 76:16 of such contest. So long revised Statutes Annotated, is a condition precedent to tax abatement. (c) The Lessor, at its option may, but shall not be obligated to, contest or review by any appropriate proceedings, and at the Lessor's expense, any tax, charge or other governmental imposition aforementioned which shall not be contested or reviewed as aforesaid by the Lessee, and unless the Lessee shall promptly join with the Lessor in such contest is pursued in good faithor review, the nonpayment of Lessor shall be entitled to receive and retain any refund payable by the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentstaxing authorities with respect thereto.

Taxes and Assessments. In addition Mortgagor shall, prior to the payments herein above provided fordelinquency, and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency or cause to be paid each installment of all real and personal property taxes, all general taxes and special assessmentsassessments of every kind, and all other charges of whatsoever kind now or nature levied or assessed by any lawful authority upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion part thereof, without notice or demand, and shall provide Mortgagee with evidence of the payment of same upon the request of Mortgagee. Mortgagor shall pay all taxes and assessments which may be levied upon Mortgagee’s or the Lenders’ interest herein or upon this Mortgage or the debt secured hereby (excluding any income taxes or similar charges imposed upon Mortgagee or the Lenders), without regard to any law that may be enacted imposing payment of the whole or any part thereof upon the Mortgagee or any Lender. Notwithstanding anything contained in this Section to the contrary, Mortgagor shall have the right to pay or cause to be paid any such tax or special assessment under protest or to otherwise contest any such tax or special assessment but only if (i) such contest has the effect of preventing the collection of such tax or special assessment so long as no portion contested and also prevent the sale or forfeiture of the Property is threatened with or any part thereof or any interest therein, (ii) Mortgagor promptly notifies Mortgagee in writing of its intent to contest such tax forfeiture or sale as special assessment, and (iii) if so requested in writing by Mortgagee, Mortgagor has deposited security in form and amount reasonably satisfactory to Mortgagee, and increases the result amount of such contestsecurity so deposited promptly after Mortgagee’s request therefor. So long as Mortgagor shall prosecute or cause the prosecution of all such contest is pursued actions in good faithfaith and with due diligence and, promptly after request from Mortgagee, report to Mortgagee on the nonpayment status and results of such contest actions. If any such contest action is unsuccessful, Mortgagor shall promptly pay all sums determined to be due as required by the amounts final order or ruling in dispute such contest action and in any event such payment shall not constitute a default be made prior to the date on which the Property may be sold, lost or forfeited under this contract any writ or afford the Seller the right order issued pursuant to require tax reserve paymentssuch final order or ruling.

Taxes and Assessments. In addition to Throughout the payments herein above provided forLease Term, Tenant shall pay, as and except as otherwise discharged through any reserve accountwhen due, the Purchaser shall pay before delinquency all real and personal property taxes, all general assessments, special or otherwise, water and special assessmentssewer rents and charges, and all other charges of whatsoever every kind and description that may be levied against the Leased Premises, any building or nature levied improvement thereon or assessed any use or enjoyment thereof, by any lawful governmental authority. Tenant also shall pay, as and when due, all taxes, license fees and all other charges of every kind and description that may be imposed by any governmental authority on the Tenant's leasehold interest or on any fixtures, equipment, appliances, goods, inventory and any other personal property placed upon the Leased Premises by Tenant. Landlord shall cause all bills relating to the real property taxes to be forwarded to Tenant upon receipt. Tenant shall, upon Landlord's request, deliver to Landlord sufficient receipts or against other evidence of payment. If any such taxes paid by Tenant shall cover any period of time prior to or after the Property or expiration of the use thereof Term, Tenant's share of such taxes shall be equitably prorated to cover only the period of time within the tax fiscal year during which this Lease shall be in effect, and Landlord shall reimburse Tenant to the extent the same or required. If Tenant shall fail to pay any installments thereof are attributable to the period following the date of this contract. The prorated portion of said such taxes, assessments, and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party Landlord shall have the right to contest pay the same, in which case Tenant shall repay such amount to Landlord with Tenant's next rent installment together with interest as provided in Paragraph 35. It is expressly agreed, however, that Tenant shall not be required to pay or discharge any real estate taxes or assessments, either general or special, or other charges for which Tenant, pursuant to the above, may be liable, so long as Tenant shall in good faith any contest the same, or the validity thereof, by appropriate legal proceedings that shall operate to prevent the collection of the tax or assessment which may have been or is hereafter levied against and the Property sale of the Leased Premises or any portion part thereof so long as no portion of to satisfy the Property is threatened with same. Pending any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute legal proceedings Landlord shall not constitute a default under this contract or afford the Seller have the right to require pay, discharge or remove the tax reserve paymentsor assessments thereby contested, provided Tenant shall, prior to the date such tax or assessment is due and payable, have given such reasonable security as may be demanded in writing by Landlord to insure such payment and to prevent any sale or forfeiture of the Leased Premises by reason of such nonpayment, not to exceed, however, one and one-half times the amount of any such tax or assessment, including any penalties and/or interest charges thereon imposed by law.

Taxes and Assessments. In addition Tenant shall pay all real estate taxes and assessments becoming due and payable with respect to the payments herein above provided for, Premises during the lease term and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency all real and personal property taxes, all general and special assessmentsextension thereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Xxxxxx is obligated to pay or cause to be paid hereunder and which relate to any fraction of whatsoever kind a tax year at the commencement or nature levied termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or assessed by oppose the legality or validity of any lawful authority upon tax, assessment, or against the Property charge, provided that prompt notice of such contest, objection, or the use thereof opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the extent the same or any installments thereof are attributable to the period following the date amount of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, or charges being contested, objected, or opposed by Xxxxxx. Xxxxxx agrees to hold Landlord harmless from and charges are required to fully pay and discharge the amounts finally determined to be paiddue following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times at any time during the lease term of this contractor any extension thereof, the Seller maymethod of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, for the remaining term of this contractassessments, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be necessary to levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given same with respect to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsrents due hereunder.

Taxes and Assessments. In addition Tenant agrees to pay as additional rent for the payments herein above provided for, and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency demised premises its proportionate share which equals One Hundred percent (100%) of all real and personal property taxes, all taxes assessments general and special assessmentsspecial, and all other charges of whatsoever kind or nature governmental impositions which may be levied or assessed by any lawful authority upon or against the Property or the use thereof to the extent the same said premises or any installments thereof are part thereof, or upon any building or improvements at any time situated thereon, until the termination of the original term and of any extended term of this lease. All of such taxes, assessments and other impositions shall be paid by Tenant forthwith, but no later than thirty (30) days after receipt of such tax xxxx from the Landlord, regardless of whether the Landlord shall have paid the same. The property taxes and assessments for the first and last year of the original term or any extended term, as the case may be, shall be prorated between Landlord and Tenant so that Tenant will be responsible for any such tax or assessments attributable to the period following the date of this contract. The prorated portion of said taxes, assessments, and charges during which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because Tenant has possession of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to premises in the year in which the taxesthis lease commences and terminates. The so-called “due date” method or proration shall be used, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property it being presumed that taxes and assessments next dueare payable in advance. In the event the Landlord shall contest the amount of real estate taxes that may become due and payable under this Lease Agreement, said estimates and Landlord shall be successful and receive a refund, Tenant shall receive a credit for such refund, less the cost of such appeal. As to assessments to be adjusted by levied from the Seller date hereof, Landlord, if provided the option, shall elect to reflect the actual amount of such liabilities each time the Real Property is reassessed pay same on an installment basis and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities Tenant shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said depositspayment in respect to such installments as are allocable to the lease term. If not retained As to any assessments which Landlord may be require to pay “in an escrow or collection accountfull”, said funds Tenant shall be maintained by liable for the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added “reasonable portion thereof applicable to the sums so held; providedlease term”. Tenant, howeverat its expense, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been levied, assessed or is hereafter levied against imposed upon the Property leased premises, and Landlord, at Tenant’s written request, shall issue any consents or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of approvals in order to permit such contest. So long as such contest is pursued in good faithIn any event the State of Michigan or any political subdivision thereof, or any governmental authority having jurisdiction thereover, shall impose a tax and/or assessment of any kind or nature upon, against or with respect to rentals payable by Tenant to Landlord, or on the nonpayment income of Landlord derived from the leased premises (other than the current income tax and impact of the amounts Single Business Tax), or with respect to the ownership of the land and buildings comprising the leased premises, either by way of substitution for all or any part of the taxes and assessments levied or assessed against such land and buildings, or in dispute addition thereto, such tax and/or assessment shall not be deemed to constitute a default under tax and/or assessment against such land and such buildings for the purposes of this contract or afford paragraph. To the Seller extent that Tenant qualifies for ad valorem real estate and personal property tax abatement in accordance with the right laws of the State of Michigan, Landlord agrees to require execute (without cost to Landlord) such documents as are reasonably necessary to allow Tenant to apply for and obtain such tax reserve paymentsabatement.

Taxes and Assessments. In addition (a) Lessee shall pay all real estate taxes and assessments becoming due and payable with respect to the payments herein above provided for, Leased Premises and except as otherwise discharged through improvements thereon during the Initial Term and any reserve account, the Purchaser shall pay before delinquency all real and personal property taxes, all general and special assessmentsextension or renewal thereof, and all taxes or other charges imposed during the Initial Term and any extension or renewal thereof with respect to any business conducted on the Leased Premises by Lessee or any personal property used by Lessee in connection therewith. Taxes, assessments or other charges which Xxxxxx is obligated to pay or cause to be paid hereunder and which relate to any fraction of whatsoever kind a tax year at the commencement or nature levied termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. (b) If Lessee shall fail to pay any tax or assessed by any lawful authority upon or against the Property or the use thereof to the extent assessment set out in subclause (a) hereof, Lessor may pay the same on Xxxxxx’s behalf, and Xxxxxx shall reimburse Lessor for the same. Lessee shall hold Lessor harmless on account of any of such taxes and assessments. (c) If at any time during the currency of this Lease, the method of taxation prevailing at the commencement of the Initial Term shall be altered so as to cause the whole or any installments thereof are attributable to the period following the date part of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and charges are required improvement thereon to be paid. levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received therefrom, Lessee shall pay and discharge the same with respect to the rents due hereunder. (d) Nothing contained in this Lease shall require Lessee to pay any franchise, estate, inheritance, succession, capital levy or transfer tax of Lessor, or Lessor’s federal income tax, state income tax, or excess profits or revenue tax, unless such taxes are in substitution for real property taxes as a result of a change in the method of taxation described in subclause (c) above. (e) If Xxxxxx wishes to contest any assessment or levy of taxes on the Purchaser fails to so pay Real Property taxes or assessments Leased Premises, Lessor covenants and agrees that it will execute such failure is not rectified within 15 days following Seller's written demand to documents and do so, and if all such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be things as are necessary to discharge the Real Property taxes and assessments next dueaid Xxxxxx in contesting or litigating said assessment, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as that such contest is pursued in good faith, or litigation shall be at the nonpayment sole cost and expense of the amounts in dispute Xxxxxx. Any resulting reduction or rebate of taxes paid or to be paid by Lessee shall not constitute a default under this contract or afford the Seller the right belong to require tax reserve paymentsLessee.

Taxes and Assessments. In addition to the payments herein above provided for, General real estate taxes and except as otherwise discharged through assessments imposed by governmental authority and any reserve account, the Purchaser shall pay before delinquency all real and personal property taxes, all general and special assessments, and all other charges of whatsoever kind assessments imposed by private covenant constituting a lien or nature levied or assessed by any lawful authority upon or against charge on the Property for the then current calendar year or other current tax period (collectively, “Taxes”) not yet due and payable shall be prorated. If the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to any period Closing occurs prior to the date receipt by Seller of this contractthe tax xxxx for the calendar year or other applicable tax period in which the Closing occurs, excluding taxes Purchaser and Seller shall prorate Taxes for such calendar year or other applicable tax period based upon the most recent ascertainable assessed because values and tax rates and agree to reprorate the Taxes once the bills become available after Closing. Any refund or rebate of the reclassification of the use of the Property by the Purchaser Taxes resulting from a tax protest, challenge or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference appeal (an “Appeal”) for a tax year ending prior to the Closing Date shall belong to Seller, whether received before or after Closing, and Seller shall have the sole authority to prosecute such Appeals. Any refund or rebate of Taxes, less costs incurred in connection therewith, resulting from an Appeal for the tax year in which the taxesClosing Date occurs shall be prorated between the parties in the same manner as prescribed above, assessmentswhether received before or after Closing, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right sole authority to contest prosecute any such Appeal prior to the Closing Date and after the Closing Date Seller and Purchaser shall mutually cooperate in good faith the prosecution of any such Appeal. Notwithstanding the foregoing, if any assessment or lien is payable under the real estate tax or assessment which may have been or is hereafter levied against xxxx(s) for the Property or any portion thereof so long as no portion on an installment payment basis, the parties agree that Seller shall be responsible for payment of those installments which accrue prior to the year of Closing, Purchaser shall be responsible for payment of those installments which accrue subsequent to the year of Closing, and the parties shall prorate the installment which is due for the year of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsClosing.

Taxes and Assessments. In addition Tenant agrees to the payments herein above provided for, and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency all real and personal property taxes, all general assessments and special assessments, and all other governmental charges of whatsoever any kind or and nature levied or assessed by any lawful authority upon or against the Property or Building Complex from and after the use thereof Possession Date. Real estate taxes payable with respect to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessments, first and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times last years during the term of this contract, Lease shall be prorated between the Seller may, for parties based upon the remaining term fiscal years of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property various taxing authorities and treating taxes as having been paid in advance. All taxes and assessments next due, said estimates to or other governmental charges shall be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given paid prior to the Seller. The amounts so paid which have not been applied against date such liabilities shall be returned taxes or assessments become delinquent, and Tenant further agrees to deliver to Landlord duplicate receipts or photocopies thereof showing the Purchaser with the delivery payment of the Seller's deed to the Purchaser. The Seller all said taxes and assessments within 30 days after payment of same. (a) Tenant shall not be liable for interest required to pay any tax, assessment, or other charge on said deposits. If not retained or against the Building Complex so long as Tenant shall, in an escrow good faith and with due diligence, contest the same or the validity thereof by appropriate legal proceedings which shall have the effect of preventing the collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so heldof same; provided, however, this account that pending any such legal proceedings, Tenant shall give Landlord such reasonable security as may be commingled demanded by Landlord to ensure payment of the amount of taxes or assessments as finally determined to be due and payable, together with all interest and penalties thereon. In the event that Tenant at any insurance reserve account time institutes suit to recover any tax, assessment or other charge paid by Tenant under this contract. The provisions of this paragraph to the contrary notwithstandingprotest in Landlord's name, either party Tenant shall have the right right, at its own expense, to contest institute and prosecute such suit or suits in good faith Landlord's name, in which event Tenant covenants and agrees to indemnify Landlord and save it harmless against all costs, charges or liability in connection with any tax or such suit. All funds recovered as a result of any such suit shall belong to Tenant. (b) Notwithstanding the foregoing, in the event that any assessment is made against the Building Complex which may have been or is hereafter levied against be paid over a period of years, the Property or Tenant shall be obligated only for any portion thereof so long as no annual portion of such assessment, and any interest charge thereon, which becomes due and payable during the Property is threatened with any tax forfeiture or sale as the result term of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsLease.

Taxes and Assessments. In addition to Seller and Buyer acknowledge and agree that, (a) as of the payments herein above provided fordate hereof, and except Buyer, as otherwise discharged through any reserve account“Lessee” under the Tenant Leases, is solely responsible for the Purchaser shall pay before delinquency payment of all real estate and personal property taxes, all general and special assessments, and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next dueon the Property (including any assessments payable with respect to the that certain bond financing facility pursuant to the CFD 2001-1 Xxxxx Xxxx Bond (the “Xxxxx Xxxx Facility”)) and all taxes of any kind imposed on the Property, said estimates and (b) from and after the Closing Date, Buyer, as owner of the Property, shall continue to be adjusted by solely responsible for the Seller payment of all such taxes and assessments. Accordingly, there will be no prorations pursuant to reflect the actual amount of such liabilities each time the Real Property is reassessed this Agreement for taxes and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so heldassessments; provided, however, this account may be commingled that Seller shall cause its mortgage lender to pay, out of funds previously deposited by or on behalf of Seller with such lender, if any, the current real estate tax xxxx for the Property due and payable on or before December 10, 2011. Notwithstanding the foregoing or any insurance reserve account under this contract. The termination of the Tenant Leases on or after the Closing Date, Seller and Buyer agree that from and after the Closing the covenants, conditions and provisions of the Tenant Leases and the rights, obligations and liabilities of Buyer, as “Lessee”, and Seller, as “Lessor”, applicable to the payment of taxes and assessments (including, without limitation, in connection with the reconciliation and true up of such amounts and proceedings for the reduction of the assessed valuation of the Property and the proration of such amounts as of the expiration or earlier termination of the Tenant Leases), shall continue to govern and control with respect to all such real estate, personal property and other taxes and assessments imposed on or related to the Property to the extent such taxes and assessments were due and payable prior to the Closing Date. For purposes of this paragraph Section 6D(3)(a), the aforementioned covenants, conditions and provisions of the Tenant Leases shall survive the Closing Date and any termination of the Tenant Leases. Notwithstanding anything to the contrary notwithstandingcontained herein, either party shall have if, pursuant to the right Tenant Leases, Buyer (as “Lessee” thereunder) has directly paid the real estate taxes due December 10, 2011 prior to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result Closing Date, then an interim allocation of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute real estate taxes shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsoccur at Closing.

Taxes and Assessments. In addition to the payments herein above provided for, and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency all All non-delinquent real and personal property taxes, all general assessments and other governmental impositions of any kind or nature, including, without limitation, any special assessmentsassessments or similar charges (collectively, “Taxes”), which relate to the tax year within which the Closing occurs based upon the actual number of days in the tax year. With respect to any portion of the Taxes which are payable by any Tenant directly to the authorities, no proration or adjustment shall be made. The proration for Taxes shall be based upon the most recently issued tax xxxx for the Property, and all other charges shall be calculated based upon the maximum early payment discount available. The prorations for taxes and assessments which are made at Closing shall be final, and not subject to reproration after Closing. Upon the Closing, Buyer shall be responsible for real estate taxes and assessments on the Property payable from and after the Closing. In no event shall Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or from any improvements made or leases entered into after the use thereof Closing. With respect to all periods for which Seller has paid Taxes, Seller hereby reserves the extent right to institute or continue any proceeding or proceedings for the same or any installments thereof are attributable reduction of the assessed valuation of the Property, and, in its sole discretion, to settle the period following same. Seller shall have sole authority to control the date of this contract. The prorated portion of said taxes, assessmentsprogress of, and charges which are to make all decisions with respect to, such proceedings but shall provide Buyer with copies of all communications with the taxing authorities. All net tax refunds and credits attributable to any period prior to the date Closing which Seller has paid or for which Seller has given a credit to Buyer shall belong to and be the property of Seller, provided, however, that any such refunds and credits that are the property of Tenants under Leases shall be promptly remitted by Seller directly to such Tenants or to Buyer for the credit of such Tenants. All net tax refunds and credits attributable to any period subsequent to the Closing shall belong to and be the property of Buyer. Buyer agrees to cooperate with Seller in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing, as may be necessary to carry out the intention of this contractsubparagraph, excluding taxes including the delivery to Seller, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such period assessed because of refund by Seller. Buyer agrees that, as a condition to the reclassification of the use transfer of the Property by Buyer, Buyer will cause any transferee to assume the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsobligations set forth herein.

Taxes and Assessments. In addition Borrower shall pay all taxes and assessments relating to the payments herein above provided forCollateral prior to delinquency thereof, and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency all real and personal property taxes, all general and special assessments, and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof deliver to the extent Agent receipted bills for taxes and assessments promptly upon Borrower's receipt thereof. Notwithstanding the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxesforegoing, assessments, and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, Borrower shall not be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property any taxes or assessments as long as Borrower shall contest, in good faith and at its expense, the existence, the amount or the validity thereof by appropriate proceedings; provided that such failure is not rectified within 15 days following Seller's written demand proceedings shall operate during the pendency thereof to do soprevent (A) the collection of, or other realization upon, such taxes or assessments so contested, (B) the sale, forfeiture or loss of the Collateral to satisfy the same, (C) any interference with the use or occupancy of the Collateral, and if (D) any interference with the payment of Borrower's obligations under the Loan. Borrower agrees that each such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities contest shall be returned promptly and diligently prosecuted to a final conclusion, except that Borrower shall, as long as the Purchaser with the delivery conditions of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions first sentence of this paragraph to the contrary notwithstandingare at all times complied with, either party shall have the right to attempt to settle or compromise such contest through negotiations. Borrower shall pay and save the Lenders harmless against any and all losses, judgments, decrees and costs (including all reasonable attorneys' fees and expenses) in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened connection with any tax forfeiture or sale as such contest and shall, promptly after the result final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. So long as No such contest shall subject the Lenders to the risk of any material civil liability or any criminal liability. If the Lenders reasonably believe that such contest is pursued not in good faithcompliance with the requirements of this paragraph, the nonpayment then, upon written demand by any of the amounts in dispute Lenders, Borrower promptly shall not constitute a default pay the amount of such taxes or assessments so contested, which payment may be made under this contract or afford the Seller the right to require tax reserve paymentsprotest.

Taxes and Assessments. In addition (a) During the term of this Sublease, Sublessee shall pay as Additional Rental its pro rata share of any real estate tax or assessment (allocable to the payments herein above provided for, land and except as otherwise discharged through any reserve account, building of which the Purchaser shall pay before delinquency all Subleased Premises are a part) which is in excess of the real and personal property taxes, all general and special assessments, and all other charges of whatsoever kind estate tax or nature levied assessment imposed or assessed by on the same land and building for the base tax year. The base tax year shall be the calendar year of 1995. With respect to any lawful authority general or special assessments which may be levied upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessmentsPremises, and charges which are attributable to may be paid in annual or semi-annual installments, only the current amount of such installment, prorated for any period prior to the date of this contractpartial year, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaserand statutory interest, shall be paid before delinquency included within the computation of taxes for which Sublessee is responsible herein. (b) Sublessee's share of any increased real estate tax shall be due and payable thirty (30) days after receipt of billing by Sublessor. (c) The Sublessee's proportionate share of any increase or decrease in real estate tax shall be that percentage derived by dividing the number of square feet of rentable space subleased by Sublessee (21,996 square feet) by the Seller. Said periods shall be determined by reference to total number of square feet of rentable space in the year Premises (151,800 square feet), which percentage is 14.49%. (d) Sublessor may, in which its reasonable discretion, estimate the taxesamount of taxes next due and collect from Sublessee on a monthly or quarterly basis, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Sellerat Sublessor's written demand to do so, and if such failure occurs two or more times during the term of this contractoption, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the SellerSublessee's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so heldestimated tax obligation; provided, however, that such estimate shall reasonably related to the prior tax year estimate as adjusted for any rate increase announced or publicly considered by taxing bodies and assessments with respect to the Premises. In the event that Sublessee has not paid sufficient amount in estimated tax payments to cover its pro rata share for the year in question, Sublessee shall pay to Sublessor the full amount of any such shortage within thirty (30) days of date of billing. If it is established that Sublessee has made an overpayment of its tax obligation upon such reconciliation, Sublessee shall receive, at Sublessor's option, either a credit applicable to the next ensuing estimated tax payments, or, a direct payment of such overpaid amount to Sublessee within thirty (30) days of such determination. At the end of the Sublease term, Sublessor shall refund any overpayment to Sublessee attributable to the final lease year. (e) Sublessee shall pay prior to delinquency all taxes assessed against and levied upon trade fixtures, furnishings, equipment and all other personal property of Sublessee contained in the Subleased Premises or elsewhere. When possible, Sublessee shall cause such trade fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Sublessor. If any of Sublessee's said personal property shall be assessed with Sublessor's real property, Sublessee shall pay Sublessor taxes attributable to Sublessee within thirty (30) days after receipt of a written statement setting forth the taxes applicable to Sublessee's property. (f) In the event it shall not be lawful for Sublessee to reimburse Sublessor for any of the taxes covered by this account may be commingled with any insurance reserve account Section, the monthly rent payable to Sublessor under this contract. The provisions the terms of this paragraph Sublease shall be increased by the amount of the portion allocable to Sublessee so as to net to Sublessor the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment amount which may would have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any receivable by Sublessor if such tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall had not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsbeen imposed.

Taxes and Assessments. In addition to the payments herein above provided for, and except as otherwise discharged through any reserve account, the Purchaser Tenant shall pay before delinquency all real and personal property taxeswhen due as Additional Rent, all general state, city and special assessments, and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said county real estate taxes, assessments, and charges which are attributable to other charges, including annual fees of the Deerfield Economic Development and Industrial Corporation, that become due and payable in connection with the premises, and any period prior to Improvements now thereon or hereafter placed upon said Premises during the date original term of this contract, excluding taxes for Lease or during any extended terms in the event Tenant exercises its option to extend. In the event of any such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, or charges levied on the Premises may be paid on an installment basis, Landlord agrees to choose this method of payment and charges are required Tenant shall be obligated to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times only those installments which become due during the original term of this contracthereof or any renewal or extension thereof, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may that if the first mortgagee of the Landlord shall require the payment of taxes, assessments, or charges on a periodic basis the Tenant shall make such payments accordingly. In the event the Premises are not separately assessed, but are a part of a larger tax parcel, real estate taxes applicable to the Premises shall be commingled a prorata share of all real estate taxes levied or assessed with respect to any insurance reserve account under this contracttax period during the term hereof against the land and Improvements comprising the tax parcel. Such prorata share shall be determined as follows: 1. The provisions amount of this paragraph real estate taxes assessment with respect to any such tax period against the land comprising the tax parcel multiplied by a fraction, the numerator of which shall be the number of square feet of land area in the Leased Premises and the denominator of which shall be the number of square feet of land area in the tax parcel; 2. The amount of real estate taxes assessed with respect to any such tax period against the Improvements located upon the tax parcel multiplied by a fraction, the numerator of which shall be the number of square feet of floor area then located on the Leased Premises and the denominator of which shall be the number of square feet of floor area in the buildings so assessed which are located on the tax parcel (including, but not limited to Improvements located on the Leased Premises). It is the intention of the parties hereto that Tenant shall pay the tax assessment herein provided for a period equal to the contrary notwithstandingoriginal term or any extension thereof, either party regardless of when such taxes become a lien. In no event shall Tenant be required to pay such taxes for a period longer than the original term or any extension thereof. It is expressly agreed, however, that Tenant shall not be required to pay, discharge or remove any taxes, assessments, charges or levies against the Premises, or any part thereof, which Tenant may deem illegal or excessive or to pay any judgments rendered therefor so long as Tenant shall at its own expense, in good faith, contest the same or the validity thereof by proper proceedings which shall operate to prevent the collection of the tax, assessment, lien or imposition so contested on the sale of said Premises, or any part thereof, to satisfy the same, so long as Tenant shall furnish to Landlord and its first Mortgagee indemnity satisfactory to them against any loss or damage by reason of such contest, including all costs and expenses thereof, and that pending any such legal proceedings, and Landlord shall not have the right to contest in good faith any pay or discharge such tax or assessment which may have been or is hereafter levied against assessments thereby contested. In any such case, Tenant shall fully protect and preserve the Property or any portion thereof so long title and rights of Landlord as no portion of well as Tenant's leasehold estate in and to the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsPremises.

Taxes and Assessments. The interest conveyed by this Agreement may be subject to real property taxation and assessment. In addition to the payments herein above provided forsuch event, and except as otherwise discharged through any reserve accountLessee must pay, the Purchaser shall pay before delinquency all real and personal property taxesdelinquency, all general and special assessmentstaxes or assessments that at any time are levied by the state, and all county, city, or any other charges of whatsoever kind or nature levied or assessed by any lawful taxing authority upon the Premises or against Hangar and any other improvements or fixtures located on the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contractPremises. The prorated portion of said Lessee must also pay all taxes, assessments, and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessmentsfees, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do soon all merchandise, fixtures, and if such failure occurs two equipment owned or more times during used on the term Premises. UTILITIES Subject to reimbursement from Lessee, County will pay fees for water, sewer, and electricity. Lessee must pay for all electronic, computer, or TRASH AND RUBBISH SERVICES Lessee may use Department of this contractAirports provided dumpsters for disposal of trash, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion said trash does not include construction materials, waste oil, hazardous materials, or the like. Lessee must ensure the Premises is kept free of all trash and rubbish materials. COOPERATION BETWEEN TENANTS Lessee must cooperate with all other tenants and users of the Property Airport and must at all times use the Premises and the Airport in such a manner as to avoid interference with the activities of other Airport users or tenants. Any difference or conflict that may arise between Lessee and other users or tenants will be adjusted and determined by the Director in Director’s sole discretion, and such adjustment and determination will be final and not subject to appeal. If Lessee’s lawful enjoyment of Lessee’s tenancy is threatened impaired because of any act or omission of another tenant, Lessee will have no claim against the County on that account. COUNTY ACCESS TO HANGAR County and its authorized agents may have access to the Hangar, with reasonable notice provided for non-emergency access, for any tax forfeiture lawful purpose, including, but not limited to, inspections, making necessary improvements, an annual inspection of Lessee’s fire extinguisher, and to confirm compliance with the terms of this Agreement. COMPLIANCE WITH LAWS, REGULATIONS, AND POLICIES Lessee agrees INTERFERENCE Lessee may not exercise any right under this Agreement in any manner that would interfere with the departure or sale arrival of aircraft. AIRPORT SECURITY AND ACCESS Lessee must comply with, and is responsible for ensuring that Lessee’s employees, agents, and guests comply with, all applicable federal, state, and local airport security and access requirements, policies, and rules and regulations as updated or implemented from time to time. County may, in its sole discretion for County’s convenience, provide Lessee one or more access keys, cards, or other media (Access Media) to enable Lessee to enter the result of such contest. So long as such contest is pursued in good faith, the nonpayment secured area of the amounts in dispute shall not constitute a default under this contract Airport. Lessee accepts sole responsibility for all such Access Media, including those issued to others at Lessee’s request. At the termination of any such arrangement, Lessee must return such Access Media to the Department of Airports office immediately. County may, at any time, for any reason, and without prior notice, substitute, modify, revoke, or afford the Seller the right disable Access Media provided to require tax reserve payments.Lessee or

Taxes and Assessments. In addition to the payments herein above provided fora. So long as this Agreement shall remain in effect, and except as otherwise discharged through any reserve account, the Purchaser Optionee shall pay before delinquency when due all real property taxes and all fees and taxes of any kind assessed against the Optionor’s Claims or its personal property taxesand improvements placed upon Optionor's Claims, all general and special assessmentsor any part thereof, and all other charges accruing after the effective date of whatsoever kind or nature this Agreement. Neither party shall be responsible for taxes levied or assessed by any lawful authority upon or against the Property other based upon production or income from Optionor's Claims. Optionee shall at all times have the use thereof right, at its option and sole cost, to contest in courts or otherwise, either in its own name or in the extent name of Optionor the validity or amount of any such taxes or assessments, or to take such other steps or proceedings as Optionee may deem necessary to secure a cancellation, reduction, readjustment or equalization thereof, before Optionee shall be required to pay the same. Optionee shall upon request furnish to Optionor duplicate receipts of all such taxes or assessments when paid. It is agreed that should Optionor receive tax bills or claims that are the responsibility of Optionee, the same shall be promptly forwarded to Optionee for appropriate action and if not so forwarded Optionee shall not be responsible for any delinquent payment charges or interest charges resulting from the late payment of such taxes. b. Optionee shall have the right, at its option, to pay and discharge any unpaid rentals or royalties, liens, or encumbrances against Optionor's Claims or any installments thereof are attributable to the period following interest therein, which arises out of an obligation of Optionor in existence on the date of this contract. The prorated portion of said taxes, assessmentsAgreement, and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party Optionee shall have the right right, at its option, to contest in good faith redeem Optionor's Claims from any foreclosure, judicial, sheriff’s or tax sale caused by failure of Optionor or assessment their predecessors to pay any indebtedness secured by liens or encumbrances against Optionor's Claims. Any such payments made by Optionee, which were caused by and determined to be the obligation of Optionor, may have been or is hereafter levied be credited against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default payments due Optionor under this contract or afford the Seller the right to require tax reserve paymentsAgreement.

Taxes and Assessments. In addition Section 9.01. Lessee shall pay to, or on behalf of, Lessor as additional rent the amount of the real estate taxes allocable to the payments herein above provided forLeased Premises (which shall be separately assessed) for each tax year included within the Term or any Renewal Term of this Lease; for the first and last tax years included in part within the term of this Lease, and except as otherwise discharged through Lessee shall pay to Lessor a pro rata share of such taxes for such tax years, based upon the portions of such tax years included within the term of this Lease. Real estate taxes shall not include any reserve accountincome, excess profits, estate, inheritance, succession, transfer, franchise, capital, or other tax or assessment upon Lessor or upon the rentals payable under this Lease, all of which shall be the obligation of Lessor. Section 9.02. If there shall be more than one taxing authority, the Purchaser shall pay before delinquency all real and personal property taxes, all general and special assessments, and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to estate taxes for any period prior to shall be the date sum of this contract, excluding such taxes for such period attributable to each taxing authority. The real estate taxes for any tax year shall mean such amounts as shall be finally determined to be the real estate taxes assessed because and payable for such tax year less any abatements, refunds, or rebates made thereof. For the purpose of determining payments due from Lessee to Lessor in accordance with the provisions hereof, (i) the real estate taxes for any tax year shall be deemed to be the real estate taxes assessed and payable for such tax year until such time as the same may be reduced by abatement, refund or rebate, and (ii) if any abatement, refund or rebate shall be made for such tax year, the real estate taxes for such tax year shall be deemed to be the real estate taxes as so reduced plus the expenses of obtaining the reduction, with an appropriate adjustment to be made in the amount payable from or paid by Lessee to Lessor on account of real estate taxes. Section 9.03. Lessee shall have such rights to contest the validity or amount of any real estate taxes as permitted to Lessor, or Lessee, by law, either in its own name or in the name of Lessor. Lessor shall cooperate with Lessee in any such contest and, in connection therewith, shall make available to Lessee such information in its files as Lessee may reasonably request. If any abatement, refund or rebate shall be obtained, the expenses of obtaining the same shall be a first charge thereon. Section 9.04. Lessor shall submit to Lessee copies of the reclassification real estate tax bills for each tax year. Lessor shall xxxx Lessee for any amount that may be payable by Lessee pursuant to the provisions herein. Such xxxx shall be accompanied by a computation of the use amount payable. The amount payable by Lessee hereunder for any tax year shall be payable on or before the time that Lessor shall be required to pay real estate taxes to the taxing authority for such tax year, but if Lessee shall not have received a xxxx therefor at least fourteen days prior to such time for payment, Lessee shall not be required to make payment until fourteen days after the receipt of such xxxx. (If real estate taxes are payable to any taxing authority for any tax year in installments, the amount payable by Lessee hereunder shall be payable in similar installments. If real estate taxes are payable to different taxing authorities for any tax year at different times, an appropriate apportionment shall be made of the Property amount payable by Lessee for such tax year and the Purchaser or any successors of apportioned amounts shall be payable at such times). Lessor agrees that real estate taxes upon the Purchaser, Leased Premises shall be paid before delinquency by Lessor prior to the Seller. Said periods last day that the same may be paid without penalty or interest, or if a discount shall be determined by reference available for early payment, prior to the year in which the taxeslast day of that such discount shall be available. Lessor agrees to provide Lessee evidence of any taxes paid by Lessor. Section 9.05. Lessee agrees to pay all taxes levied against personal property, assessmentstrade fixtures, and charges are required to be paid. If inventory owned or placed by Lessee in, on, or about the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsLeased Premises.

Taxes and Assessments. In addition Tenant shall pay all real estate taxes and assessments becoming due and payable with respect to the payments herein above provided for, Premises during the lease term and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency all real and personal property taxes, all general and special assessmentsextension thereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of whatsoever kind a tax year at the commencement or nature levied termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or assessed by oppose the legality or validity of any lawful authority upon tax, assessment, or against the Property charge, provided that prompt notice of such contest, objection, or the use thereof opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the extent the same or any installments thereof are attributable to the period following the date amount of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and charges are required to fully pay and discharge the amounts finally determined to be paiddue following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times at any time during the lease term of this contractor any extension thereof, the Seller maymethod of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, for the remaining term of this contractassessments, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be necessary to levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given same with respect to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsrents due hereunder.

Taxes and Assessments. In addition Any delinquent real estate taxes and any delinquent installments of assessments (including penalties and charges) on the Property shall be paid at the Close of Escrow from funds accruing to Seller. All real estate taxes on the Property for the fiscal tax year in which the Proration Date occurs shall be estimated based upon the most recently available real estate tax xxxx and prorated as hereinafter described at the Close of Escrow based upon such estimate. Buyer and Seller shall re-prorate the real estate taxes following the Close of Escrow upon receipt of the actual real estate tax xxxx for the fiscal year in which the Proration Date occurs. Buyer shall be credited with an amount equal to all real estate taxes which have accrued prior to the payments herein above provided for, and except as otherwise discharged through any reserve account, Proration Date but only to the Purchaser extent such real estate taxes are not paid or payable by Tenants. Buyer shall pay before delinquency also be credited with an amount equal to all real estate taxes already collected or received by Seller from Tenants and personal property taxesattributable to periods prior to the Proration Date, all general and special assessmentsso long as such amounts have not previously been used to pay real estate taxes already due, and all other charges of whatsoever kind or nature levied or If, after the Proration Date, any additional real estate taxes are assessed by any lawful authority upon or against the Property or by reason of back assessments, corrections to previous tax bills and similar reasons relating to the use thereof period prior to the Proration Date, Seller shall pay all such additional real estate taxes, except to the extent the same are collected from Tenants or which would then be currently due from Tenants pursuant to the terms of their respective Tenants Leases, to the extent such Tenant Leases are then currently in effect. If, after the Close of Escrow, any installments thereof real estate tax or assessment savings or refunds are made with respect to the Property by reason of successful tax contest proceedings or appeals, corrections to tax bills or similar reasons relating to the period prior to the Proration Date, if funds remain after required payments to Tenants, then Seller shall be promptly reimbursed for all amounts of such refund(s) or saving(s) attributable to the period following the date of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to any period prior to the date Proration Date, less Seller's reasonable out-of-pocket costs of this contractcollection, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, and Buyer shall be paid before delinquency by the Seller. Said periods shall be determined by reference entitled to all amounts of such refund(s) or saving(s) attributed to the year in which periods after the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsProration Date.

Taxes and Assessments. In addition Real estate taxes and assessments imposed by any governmental authority (“Taxes”) with respect to the payments herein above provided forReal Property for the relevant tax year in which the Real Property is being sold and that are not yet due and payable or that have not yet been paid and that are not (and will not be) reimbursable by tenants under the Leases (or under leases entered into after the Close of Escrow for vacant space existing at the Close of Escrow) as Operating Costs shall be prorated as of the Close of Escrow based upon the most recent ascertainable assessed values and tax rates and based upon the number of days Buyer and Seller will have owned the Real Property during such relevant tax year. Seller shall receive a credit for any Taxes paid by Seller and applicable to (a) any period after the Close of Escrow, and except as otherwise discharged through (b) any reserve account, period before the Purchaser shall pay before delinquency all real and personal property taxes, all general and special assessments, and all other charges Close of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof Escrow to the extent reimbursable as Operating Costs by (i) existing tenants under the same Leases and not yet received from such tenants, or (ii) future tenants that may execute leases covering space in the Real Property that is vacant as of the Close of Escrow. If, as of the Closing Date, Seller is protesting or has notified Buyer, in writing, that it has elected to protest any installments thereof are attributable Taxes for the Real Property, then Buyer agrees that Seller shall have the right (but not the obligation), after the Closing Date, to continue such protest. In such case, any Taxes paid by Buyer after the Closing Date with respect to the period following Real Property shall be paid under protest and Buyer shall promptly notify Seller of any payments of Taxes made by Buyer with respect to the Real Property. Buyer further agrees to cooperate with Seller and execute any documents requested by Seller in connection with such protest. As to the Real Property, any tax savings received (“Tax Refunds”) for the relevant tax year under any protest, whether filed by Seller or Buyer, shall be prorated between the parties based upon the number of days, if any, Seller and Buyer respectively owned the Real Property during such relevant tax year; if such protest was filed by a Seller, any payment of Tax Refunds to Buyer shall be net of any fees and expenses payable to any third party for processing such protest, including attorneys’ fees. Seller shall have the obligation to refund to any tenants in good standing as of the date of this contract. The prorated such Tax Refund, any portion of said taxessuch Tax Refund paid to Seller which may be owing to such tenants, assessments, and charges which are attributable payment shall be paid to any period prior Buyer within fifteen (15) business days of delivery to Seller by Buyer of written confirmation of such tenants’ entitlement to such Tax Refunds. Buyer shall have the obligation to refund to tenants in good standing as of the date of this contractsuch Tax Refund, excluding taxes for any portion of such period assessed because Tax Refund paid to it which may be owing to such tenants. Seller and Buyer agree to notify the other in writing of any receipt of a Tax Refund within fifteen (15) business days of receipt of such Tax Refund. To the reclassification extent either party obtains a Tax Refund, a portion of which is owed to the use other party, the receiving party shall deliver the Tax Refund to the other party within fifteen (15) business days of its receipt. If Buyer or Seller fail to pay such amount(s) to the other as and when due, such amount(s) shall bear interest from the date any such amount is due to Seller or Buyer, as applicable, until paid at the lesser of (a) twelve percent (12%) per annum and (b) the maximum amount permitted by law. The obligations set forth herein shall survive the Close of Escrow and Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsobligations set forth herein.

Taxes and Assessments. In addition Commencing on the Effective Date and continuing thereafter throughout the term of this Lease, Tenant shall, in equal monthly installments with the Base Rent, pay to Landlord as Additional Rent one-twelfth (1/12) of the payments herein above provided forestimated "taxes and assessments" for the then current calendar year. The term "taxes and assessments" shall include every type of tax, and except as otherwise discharged through any reserve accountcharge, or imposition now or hereafter assessed against the Purchaser shall pay before delinquency all real and personal property Premises, including, but not limited to, ad valorem taxes, all general and special assessments, and all other governmental charges of whatsoever kind or nature excepting only income taxes imposed upon Landlord; the term "taxes and assessments" shall include any tax levied or assessed by any lawful authority imposed upon or assessed against the Property rent reserved or the use thereof payable hereunder or income arising herefrom to the extent the same is in lieu of or a substitute for any installments thereof are attributable to of the period following taxes and assessments hereinabove described. The initial monthly payment shall be based on the date "taxes and assessments" for the calendar year during which the term of this contract. The prorated portion of said taxesLease commences (or, assessments, and charges which are attributable to any period prior to the date of this contract, excluding taxes if bills for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaseryear have not yet been issued, shall be paid before delinquency estimated by Landlord based on the Sellermost recent millage rate and assessment of the Property). Said periods shall be determined by reference to the On or about January 1 of each calendar year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contractLease, Landlord shall estimate the amount of "taxes and assessments" for the new calendar year and shall deliver to Tenant a statement of such amount. Subsequent installments shall be the new monthly amount until adjusted pursuant to this subparagraph; and Tenant shall deliver to Landlord with the next regular payment of Base Rent, along with the new monthly amount, the Seller may, total amount of the monthly increase for each installment which had already come due for the remaining term new calendar year. In the event that Landlord does not deliver a new notice for any particular calendar year, Tenant shall continue to pay the amount it paid for the previous calendar year until adjusted. Promptly following receipt of this contracttax bills, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect Landlord shall notify Tenant of the actual amount of such liabilities each time "taxes and assessments" payable by Tenant hereunder and any adjustment necessary shall be made to the Real Property Additional Rent payments next coming due under this subparagraph (or by cash payments if the reconciliation is reassessed and not made until after the expiration or termination of this Lease). All amounts payable hereunder shall be prorated for any partial calendar year during the term of this Lease. Landlord shall provide Tenant with a copy of such reassessment is given to any bills for "taxes and assessments" for any calendar year during the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery term of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contractLease within thirty (30) days following written request. The provisions of this paragraph to Paragraph shall survive the contrary notwithstanding, either party shall have the right to contest in good faith any tax expiration or assessment which may termination of this Lease until all amounts due and payable hereunder have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued paid in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsfull.

Taxes and Assessments. In addition to the payments herein above provided for, and except as otherwise discharged through any reserve accountAs additional rental, the Purchaser shall LESSEE agrees to pay before delinquency the amount of all real and personal property taxes, all general and special assessments, and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by levied and assessed against the Seller to reflect premises and LESSEE'S proportionate share (as hereinafter set forth) of all taxes and assessments levied and assessed against the actual amount of such liabilities each time the Real Property is reassessed parking and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery common areas of the Seller's deed to Shopping Center which shall become due and payable during the Purchaseroriginal or any exercised renewed term hereof. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party LESSEE shall have the right to contest pay such items directly to the taxing authority prior to delinquency or to pay the same directly to LESSOR, not later than fifteen (15) days prior to the delinquency date. In the latter event, LESSOR shall, as soon as practicable after LESSOR'S payment of said items, provide LESSEE with evidence of such payment. If the Shopping Center is taxed as a unit, the LESSEE shall be liable for only such proportion of such taxes and assessments as the number of square feet of floor space in good faith the premises bears to the proposed total number of square feet of floor space in the Shopping Center as depicted on Exhibit "A". Notwithstanding the foregoing, either LESSOR or LESSEE, by notice to the other, may request, in lieu of an apportionment of real estate taxes based upon floor space, that real estate taxes are allocated in an alternative manner to the various components of the Shopping Center in a manner which is fair and reasonable and is based upon information as used by the tax assessor (including assessor's worksheets or such other information as may reasonably be available to LESSOR establishing the amount of such real estate taxes). If this alternative calculation is used, LESSEE shall pay one hundred percent (100%) of all real estate taxes fairly allocable to the land immediately beneath the building and all areas LESSEE has the exclusive right to use, and LESSEE'S proportionate share of real estate taxes fairly allocable to land and improvements that are within the common area, that are not devoted to the exclusive use of any other tenant of the Shopping Center. In the event that LESSOR and LESSEE are unable to agree as to the appropriate allocation, either party may request that such be submitted to arbitration to be conducted in like manner as arbitration is provided for within paragraph 18. Such taxes and assessments must be billed by LESSOR and LESSEE no later than ninety (90) days after receipt of the final tax billing from the local taxing authority to LESSOR. If such notice is not received by LESSEE within ninety (90) days, LESSEE'S obligation to pay such taxes and assessments shall be unaffected, unless LESSEE has, after the expiration of such ninety (90) day period, assigned this lease or assessment which may sublet the premises and is no longer in possession of the premises except through an assignee or sublessee. In that event, NETCO FOODS, INC. shall have been no liability with respect to the payment of such taxes and assessments, but the payment thereof shall be enforceable against such assignee or is hereafter levied against sublessee only. In such event, and for such purpose, LESSEE hereby assigns to LESSOR, the Property right of LESSEE (as SUBLESSOR) to demand, receiver, and collect from any sublessee of LESSEE, such taxes and assessments to the extent provided for in any sublease of the premises entered into by LESSEE (as SUBLESSOR). Provided, however, that for any partial tax year occurring during the original or any portion thereof so long as no renewed term hereof, the LESSEE shall be liable for only that portion of the Property is threatened with any tax forfeiture or sale such taxes and assessments as the result number of days in such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right partial tax year bears to require tax reserve paymentsthree hundred sixty-five (365).

Taxes and Assessments. In (a) Except as otherwise provided in the Loan Agreement, Xxxxxxx agrees to pay prior to the delinquency date thereof, all taxes and assessments that are or may become a Lien on the Secured Property or that are assessed against the Secured Property or any Rents, security deposits, issues, profits, royalties, income, earnings, revenues, proceeds and other benefits arising therefrom or relating thereto. At Lender’s request, Grantor shall provide Lender with receipted tax bills prior to the due date thereof. Except for Contested Liens, Grantor agrees to pay when due all claims and demands of mechanics, materialmen, laborers, and others for any work performed or materials delivered that, if unpaid, might result in, or permit the creation of, a Lien on the Secured Property or any part thereof, or on the Rents, security deposits, issues, profits, royalties, income, earnings, revenues, proceeds and other benefits arising therefrom or relating thereto, and in general will do or cause to be done everything necessary so that the Lien and security interest of this Deed of Trust shall be fully preserved, at the cost of Grantor, without expense to Lender. Notwithstanding anything to the contrary herein, if Grantor fails to pay any of the foregoing Impositions when required hereunder or under the Loan Agreement, in addition to all other remedies available under this Deed of Trust, the payments herein above provided forNote, the Loan Agreement, any Loan Documents or any other document or instrument securing the obligations evidenced by the Note or any other Secured Debt, Lender, in its sole and absolute discretion and without obligation with respect thereto, may pay any or all such amounts, and except as otherwise discharged through Grantor will pay such amounts advanced (and interest thereon at the Default Rate from the date the advance thereof is made by Lender until paid, and the amount of all such advances together with interest thereon shall be secured by this Deed of Trust). (b) Grantor shall not suffer, permit or initiate the joint assessment of any reserve account, the Purchaser shall pay before delinquency all real and personal property taxeswhich may constitute all or a portion of the Secured Property or suffer, all general permit or initiate any other procedure whereby the Lien of the real property taxes and special assessmentsthe Lien of the personal property taxes shall be assessed, and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof charged to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxesSecured Property as a single Lien. (c) Grantor shall file all federal, assessmentsstate, county and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are municipal income tax returns required to be paid. If the Purchaser fails filed by it and shall pay all taxes that become due pursuant to so pay Real Property taxes such returns required or pursuant to any assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated received by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsit.

Taxes and Assessments. In addition to the payments herein above provided for, and except as otherwise discharged through any reserve account, the Purchaser Tenant shall pay before delinquency all real and personal property taxes, all general and special assessments, any and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessments, levies, possessory interest taxes, and other charges and governmental fees, general and special, ordinary and extraordinary, unforeseen, as well as foreseen, of any kind or nature whatsoever, including, but not limited to assessments for public improvements or benefits, which are attributable to any period prior to or during the date Term of this contractLease are laid, excluding taxes for such period assessed because assessed, levied, or imposed upon or become due and payable and a lien upon or represent an escape assessment from (i) the Premises and/or any improvements situated thereon or any part thereof or any personal property, equipment or other facility used in the operation thereof; or (ii) the rent or income received from subtenants or licensees; or (iii) any use or occupancy of the reclassification Premises and of any rights, obligations, easements and franchises as may now or hereafter be appurtenant, or appertain to the use thereof. Notwithstanding the foregoing, in the case of any special assessment levied upon the Property by the Purchaser Premises, or any successors part thereof, during the Term of this Lease, Tenant shall be obligated to pay in full at the Purchaserinception (or provide Landlord sufficient funds which, together with the accrual of investment yield thereon, shall be paid before delinquency by sufficient to pay to maturity all installments) the Selleramount of any such special assessment. Said periods Nothing in this Section shall be determined by reference limit Landlord's right to the year in which the taxesrecover, assessmentsas Additional Rent, Taxes and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term Assessments payable after termination of this contract, the Seller may, for the remaining term Lease pursuant to Section 26 of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the SellerLease. The amounts so paid which have not been applied against such liabilities provisions of this Section 7 shall be returned to survive the Purchaser with the delivery expiration or earlier termination of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so heldthis Lease; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions that nothing herein shall obligate Tenant to pay Taxes and Assessments which are both (i) imposed upon the Premises subsequent to the termination of this paragraph Lease and (ii) applicable to a period or periods subsequent to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion termination of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsLease.

Taxes and Assessments. In addition to the payments herein above provided for, All ad valorem taxes and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency all real and personal property taxes, all general and special assessments, and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to any period prior to the date of this contract, excluding taxes assessments for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxesClosing occurs, assessmentswhich on the Closing Date are or may become liens on the Property, will be prorated as of the Closing Date. Likewise, if on the Closing Date the Property, or any part thereof, will be or will have been the subject of an assessment or assessments which are or may become payable in installments, of which the first installment is then a charge or lien, or has been paid, then for purposes of this Agreement all the unpaid installments of any such assessment, including those which are to become due and charges are required payable after the delivery of Seller's general warranty deed to Purchaser, will be deemed to be paiddue and payable and to be liens on the Property affected thereby and will be prorated. If the Purchaser fails to so pay Real Property amount of the ad valorem taxes or assessments and such failure payable for the year in which the Closing occurs is not rectified within 15 days following Seller's written demand to do soascertainable at the time of the Closing, and if such failure occurs two or more times during then the term of this contract, parties will prorate the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property said taxes and assessments next dueon the basis of the amount of the tax bill or assessment for the previous year. Seller's prorated share of the said ad valorem taxes and assessments will be deducted from the Purchase Price and retained by Purchaser, said estimates to be adjusted by and Purchaser will assume the Seller to reflect obligation for the payment thereof for the year in which the Closing is held. If the actual amount ad valorem tax bill or other actual charges and assessments for the year of the Closing are more than the sums which were prorated at the Closing, Purchaser will be solely responsible for payment of the difference. If the actual ad valorem tax bill or other actual charges and assessments are less than the sums which were prorated at the Closing, the benefit will inure to Purchaser without obligation to reimburse Seller for any portion of the overage. If Seller has already paid such taxes and assessments for the year in which the Closing is held, Purchaser's prorated share of such liabilities each time the Real Property is reassessed taxes and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall assessments will be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph Purchase Price and paid to Seller at the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsClosing.

Taxes and Assessments. In addition Lessee agrees to the payments herein above provided forpay all water, rents, taxes and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency all real and personal property taxes, all assessments general and special assessmentsspecial, sanitary and storm sewer assessments and user fees, and all other charges impositions ordinary and extraordinary, of every kind and nature whatsoever kind or nature (“Impositions”) levied or assessed by upon the Demised Premises or any lawful authority part thereof or upon any of the buildings or against improvements at any time situated thereon or levied or assessed upon the Property interest of the Lessee or the use thereof to Lessor in or under this Lease during the extent the same or any installments thereof are attributable to the period following the date term of this contractLease. The prorated portion of said taxes, assessments, and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, Impositions shall be paid before delinquency by the SellerLessee prior to delinquency. Said periods shall be determined by reference Lessee covenants and agrees to deliver to the year in which Lessor, at the taxesplace where rent is payable, assessments, and charges are required to be paiddocumentation showing the payments of the Impositions within thirty (30) days after the respective payments evidenced thereby. If It is further agreed that the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more Lessor shall have the right at all times during the term of this contractLease to pay any Impositions upon the Demised Premises, the Seller maybuildings at any time situated thereon or any interest therein remaining unpaid after the same shall have become delinquent and to pay, for cancel, and clear all liens, charges and claims upon or against the remaining term Demised Premises which the Lessee is obligated by this Lease to pay and redeem any of this contractthem from time to time, require and the Purchaser amount so paid, including reasonable expenses, shall be additional rent due from the Lessee to deposit the Lessor the day rent is next payable with each Installment Amount interest at an amount reasonably estimated annual rate equal to the Prime Rate as published in the Wall Street Journal, plus two percent (2%) from the date of the payment thereof by the Seller Lessor until the repayment thereof to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted Lessor by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection accountLessee; it being expressly agreed, said funds shall be maintained by the Seller in a segregated account and expended for no however (all other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph Lease to the contrary notwithstanding) that the Lessee shall not be required to pay, either party discharge or remove any Impositions or charge upon or against the Demised Premises or any part thereof or the improvements at any time situated thereon so long as the Lessee shall in good faith contest the same or the validity thereof by appropriate proceedings, which shall operate to prevent the collection of the Impositions so contested or the sale of the Demised Premises or any part thereof to satisfy the same and that pending the outcome of any such proceedings the Lessor shall not have the right to contest in good faith pay, remove, or discharge the Impositions thereby contested. The Lessee shall at all times indemnify and hold the Lessor harmless from any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion and all legal claims arising out of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the Lessee’s nonpayment of the amounts Impositions, unless and except where legitimately contested or disputed pursuant to the terms of this Lease or to the extent caused by the Lessor’s actions or omissions. Notwithstanding the exceptions to Lessee’s indemnification obligation contained in dispute shall this Paragraph 14, the parties do not constitute a default under intend, and this contract Paragraph 14 does not, negate or afford nullify any right on the Seller part of the right Pinal County to require tax reserve paymentslevy taxes and other assessments as provided by and in accordance with Arizona law.

Taxes and Assessments. In addition to All real estate taxes and assessments on the payments herein above Property shall be prorated as provided for, and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency all real in this subparagraph (a). Real estate and personal property taxes due and payable with respect to the Property in the year in which the Closing occurs (regardless of when such taxes accrue) shall be prorated based on the portion of the year which has elapsed prior to the Closing Date. If the amount of any such taxes has not been determined as of Closing, such credit shall be based on the most recent ascertainable taxes, all general and the tax proration shall not be re-calculated following the Closing. Seller shall also give Buyer a credit for any special assessments, and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or assessments against the Property which are due and payable prior to Closing, and Buyer shall be responsible for all special assessments due and payable on or after the use thereof Closing. Upon the Closing Date and subject to the extent adjustment provided above, Buyer shall be responsible for real estate taxes and assessments on the same Property payable following the Closing Date. In no event shall Seller be charged with or be responsible for any installments thereof are attributable increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reason. With respect to the period following current year and all prior periods, Seller hereby reserves the date right to institute or continue any proceeding or proceedings for the reduction of this contractthe assessed valuation of the Property, and, in its sole discretion, to settle the same. The prorated portion of said taxes, assessmentsSeller shall have sole authority to control the progress of, and charges which are to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to the date Closing Date shall belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date shall belong to and be the property of Buyer. Buyer agrees to cooperate with Seller in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of this contractsubparagraph, excluding taxes including the delivery to Seller, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such period assessed because of refund by Seller. Buyer agrees that, as a condition to the reclassification of the use transfer of the Property by Buyer, Buyer will cause any transferee to assume the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsobligations set forth herein.

Taxes and Assessments. In addition to the payments herein above provided for, and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency all All real property and personal property taxes, all general Taxes and special assessmentssimilar ad valorem Taxes, and all other charges of whatsoever kind or nature levied or assessed any sales Taxes with respect to Rental Payments, payable by any lawful authority upon or against the Company with respect to the Property for the Closing Tax Year (regardless of when such Taxes are payable) (collectively, “Prorated Taxes”) shall be prorated as of the Closing Proration Time. Existing Members shall cause Company to pay all installments of special assessments due and payable on or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so heldClosing Date; provided, however, that the foregoing shall not be deemed to make Existing Members responsible for the payment of any installments of special assessments which have not been confirmed or which relate to projects that have not been completed on the Closing Date. If Tax bills for the Closing Tax Year are not available on the Closing Date, the Prorated Taxes shall be prorated at Closing based upon the Tax bills for the previous Tax Year, or, if available, based upon the current assessed valuation and current millage rates, and in such event Existing Members and Investor shall reprorate the Prorated Taxes as actual or final tax bills for the Closing Tax Year are available. For purposes of this account may Agreement, including the definition of Pre-Closing Tax Liabilities, in the case of any Taxes that are payable with respect to a Straddle Tax Year, the portion of such Taxes that relate to the Pre-Closing Tax Year shall (i) in the case of Prorated Taxes, be commingled with deemed to be the amount of such Tax for the entire Straddle Tax Year multiplied by a fraction the numerator of which is the number of days in the Straddle Tax Year ending as of the Closing Proration Time and the denominator of which is the number of days in the entire Straddle Tax Year and (ii) in the case of any insurance reserve account under this contractother Tax, be deemed equal to the amount which would be payable (computed on an interim closing of the books basis) as if the relevant Tax Year ended as of the close of business on the Closing Date. The provisions of this paragraph Amended and Restated Operating Agreement shall govern the parties’ respective Liabilities for Taxes payable with respect to periods after the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsClosing Tax Year.

Taxes and Assessments. (a) Landlord agrees to pay and discharge all taxes, assessments, rates, charges for revenue, imposts, and all levies general and special, ordinary and extraordinary, of any name, nature and kind whatsoever, which may be fixed, charged, levied, assessed or otherwise imposed upon the Premises or upon any or all buildings or improvements thereon (the “Taxes”), before same become delinquent, and upon demand of Tenant, Landlord shall provide evidence showing the payment thereof. (b) In addition to the payments herein rental hereinbefore provided to be paid, Tenant agrees to reimburse Landlord for the difference between the Taxes paid by Landlord from time to time as provided in Section 6(a) above provided forand the amount which Landlord paid for such Taxes immediately prior to the Effective Date within ten (10) business days of receipt of evidence that Landlord has paid the Taxes in full. Tenant shall not be required to reimburse Landlord for any income, and except as otherwise discharged through inheritance, estate, or succession tax, or any reserve account, other tax in the Purchaser shall pay before delinquency all real and personal property nature of such described taxes, all general and special assessments, and all or any other charges of whatsoever kind or nature tax which may be levied or assessed by any lawful authority upon against Landlord with respect to or against the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification income derived from this Lease; nor shall Tenant be required to reimburse Landlord for any corporate franchise or excise tax which may be levied or assessed against any corporate successor or successors in the interest of the use of the Property by the Purchaser Landlord, or any successors tax which may at any time during the Term of the Purchaser, shall this Lease be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If paid upon any gift, devise, deed, mortgage, descent, or other alienation of any part or all of the Purchaser fails to so pay Real Property Premises or property by Landlord (c) In the event any taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do sofixed, and if such failure occurs two charged, levied, assessed, or more times during otherwise imposed upon the term of this contractPremises, or on the Seller maybuildings or improvements erected thereon, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller are permitted to be necessary to discharge the Real Property taxes and assessments next duepaid in installments, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party then Landlord shall have the right to contest pay same in installments, as the same shall fall due. (d) It is understood and agreed, however, that either party may, if in good faith it believes any tax such tax, assessment, lien or assessment charge which it is obligated by the terms of this Lease to pay is invalid, excessive, or unenforceable, in whole or in part, protest against and contest the validity, amount and enforceability thereof. In such case such objecting party may, before the date of delinquency of any such tax, assessment, lien or charge, take appropriate action to protest and object thereto, and if such protest and objection be overruled or denied, such objecting party may have been contest or is hereafter levied review such denial or ruling by legal proceedings or in such other manner as such objecting party deems suitable, which proceeding if instituted shall be conducted solely at such objecting party’s own expense and free of expense to the non-objecting party. If any such taxes, assessments or charges shall, as a result of such proceedings or otherwise, be reduced, cancelled, set aside or to any extent discharged, Landlord shall pay the amount that shall be finally assessed or imposed against the Property Premises, or be adjudicated to be due and payable on any portion such disputed or contested items, and Tenant shall reimburse Landlord in the manner provided in Section 6(b) above. In respect to any such tax, assessment or charge which shall be the subject of a contest under and pursuant to this Section, the non-payment thereof shall not be regarded as a breach of any covenant of this Lease so long as no portion both parties shall comply with the terms of this Section. Landlord, in all events, however, shall pay any such charges if payment be required in order to prevent the Property is threatened with any tax forfeiture divesting of Landlord’s and/or Tenant’s title or sale as other interest in the result of Premises. (e) Taxes assessed prior to the Rent Commencement Date, but payable in whole or in installments after the Rent Commencement Date, and assessments which are covered by bond, shall be adjusted and prorated. Landlord shall pay the prorated share thereof for the period prior to the Rent Commencement Date, and such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute Taxes shall not constitute a default under be subject to reimbursement. Following the Rent Commencement Date, Landlord shall pay the prorated share thereof for the Term of this contract Lease subject to reimbursement as provided in Section 6(b) above. (f) Taxes assessed during the Term of this Lease, but payable in whole or afford in installments after the Seller termination of this Lease, and assessments which are covered by bond, shall be adjusted and prorated. Landlord shall pay the right prorated share thereof for the period subsequent to require tax reserve paymentsthe Term, and such Taxes shall not be subject to reimbursement. During the Term of this Lease, Landlord shall pay the prorated share thereof subject to reimbursement as provided in Section 6(b) above. (g) In the event Landlord fails to pay taxes, assessments, rates, charges for revenue, imposts and levies as provided hereinabove, Tenant shall have the option to pay such taxes, and any sums so expended shall become due as additional rental with interest on said sum at the rate of six percent (6%) per annum until paid.

Taxes and Assessments. In addition to the payments herein above provided fora. So long as this Agreement shall remain in effect, and except as otherwise discharged through any reserve account, the Purchaser MEXIVADA shall pay before delinquency when due all real property taxes and all taxes assessed against its personal property taxesand improvements placed upon the Xxxxxxx Claims, all general and special assessmentsor any part thereof, and all other charges accruing after the effective date of whatsoever kind or nature this Agreement. Neither party shall be responsible for taxes levied or assessed by any lawful authority upon or against the Property other based upon production or income from the use thereof Xxxxxxx Claims. MEXIVADA shall at all times have the right, at its option and sole cost, to contest in courts or otherwise, either in its own name or in the extent name of Xxxxxxx, the validity or amount of any such taxes or assessments, or to take such other steps or proceedings as MEXIVADA may deem necessary to secure a cancellation, reduction, readjustment or equalization thereof, before MEXIVADA shall be required to pay the same. MEXIVADA shall upon request furnish to Xxxxxxx duplicate receipts of all such taxes or assessments when paid. It is agreed that should Xxxxxxx receive tax bills or claims that are the responsibility of MEXIVADA, the same shall be promptly forwarded to MEXIVADA for appropriate action and if not so forwarded MEXIVADA shall not be responsible for any delinquent payment charges or interest charges resulting from the late payment of such taxes. b. MEXIVADA shall have the right, at its option, to pay and discharge any unpaid rentals or royalties, liens, or encumbrances against the Xxxxxxx Claims or any installments thereof are attributable to the period following interest therein, which arises out of an obligation of Xxxxxxx in existence on the date of this contract. The prorated portion of said taxes, assessmentsAgreement, and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party MEXIVADA shall have the right right, at its option, to contest in good faith redeem the Xxxxxxx Claims from any foreclosure, judicial, sheriff’s or tax sale caused by failure of Xxxxxxx or assessment which may have been their predecessors to pay any indebtedness secured by liens or is hereafter levied encumbrances against the Property or any portion thereof so long Xxxxxxx Claims. Any such payments made by MEXIVADA, which were caused by and determined to be the obligation of Xxxxxxx, may be credited against future production royalties, but not advance minimum royalty payments, due Xxxxxxx hereunder with the same effect as no portion of the Property is threatened with any tax forfeiture or sale as the result of if such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right payment were actually made directly to require tax reserve paymentsXxxxxxx.

Taxes and Assessments. In addition Mortgagor shall, prior to the payments herein above provided fordelinquency, and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency or cause to be paid each installment of all real and personal property taxes, all general taxes and special assessmentsassessments of every kind, and all other charges of whatsoever kind now or nature levied or assessed by any lawful authority upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion part thereof, without notice or demand, and shall provide Mortgagee with evidence of the payment of same upon the request of Mortgagee. Mortgagor shall pay all taxes and assessments which may be levied upon Mortgagee’s or the Lenders’ interest herein or upon this Mortgage or the debt secured hereby (excluding any income taxes or similar charges imposed upon Mortgagee or the Lenders), without regard to any law that may be enacted imposing payment of the whole or any part thereof upon the Mortgagee or any Lender. Notwithstanding anything contained in this Section to the contrary, Mortgagor shall have the right to pay or cause to be paid any such tax or special assessment under protest or to otherwise contest any such tax or special assessment but only if (i) such contest has the effect of preventing the collection of such tax or special assessment so long as no portion contested and also prevent the sale or forfeiture of the Property is threatened with or any part thereof or any interest therein, (ii) Mortgagor promptly notifies Mortgagee in writing of its intent to contest such tax forfeiture or sale as special assessment, and (iii) if so requested in writing by Mortgagee, Mortgagor has deposited security in form and amount reasonably satisfactory to Mortgagee, and increases the result amount of such contestsecurity so deposited promptly after Mortgagee’s request therefor. So long as Mortgagor shall prosecute or cause the prosecution of all such contest is pursued actions in good faithfaith and with due diligence and, promptly after request from Mortgagee, report to Mortgagee on the nonpayment status and results of such contest actions. If any such contest action is unsuccessful Mortgagor shall promptly pay all sums determined to be due as required by the amounts final order or ruling in dispute such contest action and in any event such payment shall not constitute a default be made prior to the date on which the Property may be sold, lost or forfeited under this contract any writ or afford the Seller the right order issued pursuant to require tax reserve paymentssuch final order or ruling.

Taxes and Assessments. In addition to the payments herein above Except as provided forbelow, and except as otherwise discharged through any reserve account, the Purchaser Lessee shall pay promptly before delinquency all real taxes and personal property taxes, all general and special assessments, and all other charges of whatsoever kind or nature levied or assessments that may be assessed by any lawful authority upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contractAgreement upon the Premises resulting from Lessee's activities and products derived therefrom. This includes all assessments payable to maintain the integrity of the mining claims, on an annual basis, due and payable to Xxxxxxxxx County or The Bureau Of Land Management. Claim posts and boundaries will be maintained in a reasonable and workmanlike manner. Lessee will defend the rights of Lessor with respect to other individuals that prospect or xxxxxxxxx Lessor’s mining claims. However, Lessee shall always have the right to contest, in the courts or otherwise, either in its own name or in the name of Lessor, the Seller mayvalidity or amount of any such taxes or assessments, or to take such other steps or proceedings as it may deem necessary to secure a cancellation, reduction, readjustment or equalization thereof, before it shall be required to pay such taxes or assessments. Notwithstanding the foregoing, Lessee shall not permit any part of the Premises to be conveyed and title lost as the result of nonpayment of such taxes and assessments. Lessee shall provide Lessor with copies of all receipts evidencing payment of such taxes and assessments. If Lessor should receive tax bills or claims that are the responsibility of Lessee, Lessor shall promptly forward such bills or claims to Lessee for appropriate action. Lessee shall pay the remaining term above-referenced taxes that are assessed from the Effective Date of this contract, require the Purchaser Agreement to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount its date of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Sellertermination. The amounts so paid which have not been applied against such liabilities Nothing in this paragraph shall be returned construed to obligate Lessee to pay that portion of any tax based upon an assessment of improvements or structures made or placed on the Purchaser with the delivery of the Seller's deed to the PurchaserPremises by Lessor. The Seller Lessee shall not be liable for interest any taxes levied on said deposits. If not retained in an escrow or collection account, said funds shall be maintained measured by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added Lessor's income or based upon payments made to the sums so held; provided, however, this account may be commingled with any insurance reserve account Lessor by Lessee under this contract. The provisions Agreement. (1) Upon signing of this paragraph to agreement, Lessee shall file and pay all fees for all claim notices associated with the contrary notwithstanding, either party shall have Premises with the right to contest in good faith any tax or assessment which may have been or is hereafter levied against Bureau of Land Management and Xxxxxxxxx County for the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve payments2008 Assessment year.

Taxes and Assessments. In addition (a) of such Taxes and Assessments pending the outcome of such contest, provided that at the time of the commencement of any such action or proceeding, and during the pendency thereof, (i) no event of default by TowerCo shall have occurred and be continuing, (ii) such contest operates to suspend collection of the contested Taxes and Assessments or claims and is maintained and prosecuted continuously with diligence, (iii) the Site would not be subject to forfeiture or loss by reason of the institution or prosecution of such contest, (iv) TowerCo, shall promptly pay or discharge such Taxes and Assessments and all additional charges, interest, penalties and expenses if such contest is terminated or discontinued adversely to TowerCo, and (v) TowerCo shall keep Sublessor reasonably informed of any such contest. Each Sublessor shall promptly forward to TowerCo upon receipt copies of all bills, invoices, statements, assessments and similar notices regarding Taxes and Assessments. TowerCo shall receive any refunds for Taxes and Assessments paid by TowerCo pursuant to this Sublease. Notwithstanding the foregoing, TowerCo shall not be required to pay any Taxes and Assessments payable with respect to a Leased Site if the applicable Ground Lease provides that the Ground Lessor is responsible therefor without pass-through to the payments herein above provided for, ground lessee and except as otherwise discharged through the Ground Lessor actually pays any reserve accountsuch Taxes and Assessments. If the Ground Lessor does not pay any such Taxes and Assessments and either Party becomes aware of it, the Purchaser shall Parties will, at TowerCo's expense, cooperate and use commercially reasonable efforts to cause the Ground Lessor to pay before delinquency all real such Taxes and personal property taxesAssessments. (b) In the years that include the Site Commencement Date or the Site Expiration Date of this Sublease as to any Site, all general any Taxes and special assessments, Assessments (determined without regard to the Term) for which TowerCo is responsible to any SBC Affiliate under this section of this Sublease and all other charges of whatsoever kind or nature levied that are calculated or assessed on the basis of a time period (e.g., property Taxes assessed annually) shall be prorated proportionately by any lawful authority upon the number of days in each such period during the time period of assessment that includes the Site Commencement Date or against Site Expiration Date, as the Property or the use thereof case may be. TowerCo's obligations under this Section 15 to the extent the same or any installments thereof are SBC Affiliates shall be limited to that proportionate amount of such Taxes and Assessments attributable to the period following the date during which this Sublease is in effect with respect to such Site. (c) process provided in clauses (ii) and (iii) above) including, if necessary, by filing an amended return; and (v) TowerCo's share of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods Commonly-Assessed Taxes shall be determined by reference based on the underlying facts and circumstances, taking into account the basis for accessing such Commonly-Assessed Taxes in the relevant jurisdiction at the time, subject to the year agreement of SBC and TowerCo each of which shall seek such agreement in good faith. TowerCo shall reimburse SBC or the applicable Sublessor for TowerCo's share of Commonly-Assessed Taxes within 30 days after request, which request shall be accompanied by the taxes, assessments, relevant portions of the applicable tax return and charges are required to be paidall relevant work papers. If the Purchaser fails Parties cannot agree on the allocation of any Commonly-Assessed Taxes or on the manner of paying or reporting the same, the Parties shall submit the dispute to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand an independent accounting firm acceptable to do sothe Parties, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount resolution of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid firm (which have not been applied against such liabilities resolution shall be returned to the Purchaser consistent with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The foregoing provisions of this paragraph Section 15(c)) shall be binding on the Parties. TowerCo and SBC shall each bear 50% of the cost of such determination. TowerCo and SBC shall cooperate with each other, and make available to each other such information as shall reasonably be necessary, in connection with the preparation of tax returns for Commonly-Assessed Taxes and any audit or judicial or administrative proceeding relating to the contrary notwithstanding, either party same. The Parties shall have retain information relating to Commonly-Assessed Taxes for a period of four years following the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion close of the Property taxable year to which information relates, provided that in the case of an audit or proceeding relating to Commonly-Assessed Taxes the relevant information shall be retained until there is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment a final adjudication of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentssame.

Taxes and Assessments. In addition to Real property Taxes shall be apportioned on the payments herein above provided for, Closing Date: (A) Seller shall be allocated and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency bear all liability for real and personal property taxes, all general and special assessments, and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable Taxes relating to the period following the date of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to any period prior up to the date of this contract, excluding taxes Closing Date and (B) Buyer shall be allocated and bear all liability for such period assessed because real property Taxes relating to the periods from and after the Closing Date. For purposes of the reclassification of the use of the Property by the Purchaser or foregoing, any successors of the Purchaser, Real property Taxes for a Straddle Period shall be paid before delinquency by allocated based on the Sellerprinciples in Section 29(a)(ii). Said periods shall be determined by reference to If the real property Tax xxxx for the Tax year in which the taxes, assessments, and charges are required to be paid. If Closing occurs has not been issued on or before the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contractClosing Date, the Seller mayapportionment of real property Taxes shall be computed based upon the most recent Tax xxxx available. If, on the Closing Date, bills for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge real property Taxes imposed upon the Real Property taxes for the Tax year in which Closing occurs have been issued and assessments next dueare due but shall not have been paid, said estimates to such real property Taxes shall be adjusted by paid at the Seller to reflect the actual amount time of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given Closing pursuant to the Sellerapportionment provided by this Section 7(f). The amounts so paid which have not been applied against For the avoidance of doubt, any refunds of real property Taxes (including in the form of a direct credit or estimated Tax payments) with respect to the period up to the Closing Date (any such liabilities refund, a “ Pre-Closing Tax Refund”), shall be returned for the account of Seller, and Buyer shall pay over to Seller any such Pre-Closing Tax Refund (including any interest received with respect thereto) within ten (10) Business Days after receipt, or if the Purchaser refund is in the form of a direct credit, within ten (10) Business Days after the date on which the Tax Return claiming such refund is filed. Buyer shall cooperate with Seller in obtaining such refunds, including through the delivery filing of the Seller's deed to the Purchaser. The amended Tax Returns or refund claims, provided Seller shall not be liable reimburse Buyer for interest on said deposits. If not retained all reasonable and actual third party associated costs and expenses incurred in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsconnection therewith.

Taxes and Assessments. In addition to the payments herein above provided for, and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency all All non-delinquent real and personal property taxes, all general assessments and other governmental impositions of any kind or nature, including, without limitation, any special assessmentsassessments or similar charges (collectively, “Taxes”), which relate to the tax year within which the Closing occurs based upon the actual number of days in the tax year. With respect to any portion of the Taxes which are payable by any Tenant directly to the authorities, no proration or adjustment shall be made. The proration for Taxes shall be based upon the most recently issued tax xxxx for the Property, and all other charges shall be calculated based upon the maximum early payment discount available. In the event that the most recently issued tax xxxx for the Property does not relate to the tax year within which the Closing occurs, then the parties shall adjust the proration of whatsoever kind Taxes within one hundred eighty (180) days after Buyer receives the tax xxxx for the tax year within which the Closing occurs; otherwise the proration for Taxes which are made at Closing shall be final and not subject to reproration. Upon the Closing, Buyer shall be responsible for Taxes payable from and after the Closing. In no event shall Seller be charged with or nature levied or assessed by be responsible for any lawful authority upon or against increase in Taxes resulting from the sale of the Property or from any improvements made or leases entered into after the use thereof Closing. With respect to all periods for which Seller has paid Taxes, Seller hereby reserves the extent right to institute or continue any proceeding or proceedings for the same or any installments thereof are attributable reduction of the assessed valuation of the Property, and, in its 8 - AGREEMENT FOR PURCHASE AND SALE sole discretion, to settle the period following same. Seller shall have the date of this contract. The prorated portion of said taxes, assessmentssole authority to control the progress of, and charges to make all decisions with respect to, such proceedings but shall provide Buyer with copies of all communications with the taxing authorities. All net tax refunds and credits which are attributable to any period prior to the date Closing which Seller has paid or for which Seller has given a credit to Buyer shall belong to and be the property of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account that any such refunds and credits that are the property of Tenants under Leases shall be promptly remitted by Seller directly to such Tenants or to Buyer for the credit of such Tenants. All net tax refunds and credits attributable to any period subsequent to the Closing shall belong to and be the property of Buyer. Buyer agrees to cooperate with Seller in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing, as may be commingled with any insurance reserve account under this contract. The provisions necessary to carry out the intention of this paragraph Subsection 7.7.1.1, including the delivery to Seller, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such Taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by Seller. Buyer agrees that, as a condition to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion transfer of the Property is threatened with by Buyer, Buyer will cause any tax forfeiture or sale as transferee to assume the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsobligations set forth herein.

Taxes and Assessments. In addition to The records of the payments herein above provided forWyandotte County Auditor and/or Treasurer reflect that the Property currently consists of all or part of Parcel No. 134200, 134201, and except as otherwise discharged through any reserve account134202 (+/- 1.68 acres acres). Copies of the Wyandotte County Auditor’s and/or Treasurer’s records for the above parcel(s) have been or will be provided by Seller to Buyer upon request after the Effective Date. At the Closing, the Purchaser shall Seller will pay before delinquency all real estate taxes and personal property taxesassessments that are due and payable. All such real estate taxes and assessments for the year of the Closing shall be prorated between Seller and Buyer as of the Closing Date on a calendar year per diem basis, all general using the most recent tax and special assessmentsassessment records available, with Seller being responsible for any and all other charges of whatsoever kind such real estate taxes and assessments that accrued for or nature levied or assessed by any lawful authority upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable with respect to the period following of time up to the date of this contract. The prorated portion of said taxes, assessmentsClosing Date, and charges which are attributable to any period prior Xxxxx being responsible for all such real estate taxes and assessments that accrue for or with respect to the date period of this contracttime from and after the Closing Date. At the Closing, excluding Buyer shall receive a credit on the Settlement Statement (as defined below) for those real estate taxes and assessments allocated to Seller for such the period assessed because from January 1 of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, Closing occurs up to (but not including) the Closing Date and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be further liable for interest on said depositssuch real estate taxes and assessments. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account will retain sole responsibility for and expended for no other purpose, with interest earned thereonrespect to all personal property taxes, if any, due and payable with respect to any personal property owned by Xxxxxx and/or used in connection with the Property except such personal property that is to be transferred and conveyed hereunder to Buyer, if any, in which case the personal property taxes attributable to such personal property being added transferred and conveyed hereunder to Buyer shall be prorated in the same manner as real estate taxes and any assessments are to be prorated, as provided above. Notwithstanding any other provision of this Agreement to the sums so held; providedcontrary, howeverSeller shall be responsible for the amount of any agricultural rollback taxes, this account may be commingled with or similar taxes imposed as the result of any insurance reserve account under this contractchange from the existing use of the Property, and shall indemnify Buyer against liability for any such taxes. The provisions of this paragraph to the contrary notwithstanding, either party Section 8 shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentssurvive Closing.

Taxes and Assessments. In addition to the payments herein above provided for, and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency all real and personal property taxes, all general and special assessments, and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property estate taxes and assessments next due, said estimates to be adjusted imposed by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed governmental authority (and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities any assessments imposed by private covenant) shall be returned to the Purchaser with the delivery prorated as of the Seller's deed to Closing based upon the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so heldmost recent tax bills; provided, however, this account may that if the Property has not been assessed on a completed basis but will be commingled with any insurance reserve account under this contractfor the current tax period, the parties shall estimate such proration based upon an assessed value equal to the Purchase Price. The provisions of this paragraph Seller shall receive a credit for any taxes and assessments paid by Seller and applicable to any period after the Closing. Special assessments shall be prorated according to the contrary notwithstandingdue dates of installments, either party with Seller being responsible for installments that become due and payable before the Closing Date, and Purchaser being responsible for installments that become due and payable on or after the Closing Date. If, for the fiscal tax year in which the Closing is held, or any prior year, there are any tax protests filed, or abatement application proceedings pending at any time prior to the Closing with reference to the Property, Seller shall have the right to contest in good faith any tax settle such protests or assessment which may have been or is hereafter levied against the Property or any portion thereof so proceedings as long as no portion such settlement does not include any agreement as to the valuation of the Property for real estate tax purposes for the period after the Closing. Otherwise, Seller shall not settle the same without Purchaser's prior written consent. All amounts recovered as a result thereof, whether by settlement or otherwise, shall, net of attorneys' fees and other expenses, be apportioned as of the Closing for the fiscal tax year in which the Closing is threatened held, and paid, when received, to the parties entitled thereto; provided, however, that to the extent any such amounts are payable to Tenants pursuant to the terms of the Leases, such amounts shall be promptly paid over to such Tenants. The parties agree to execute any papers or take such steps, either before or after any Closing, as may be necessary to carry out the intention of the foregoing. Seller shall be responsible for all taxes and assessments which have accrued prior to Closing with respect to the tenancies of Go/Xxx as to the Eastpark I Property, Prime Automotive as to the Eastpark II Property, Midline as to the Shelby 18 Property as well as any tax forfeiture or sale as the result of such contest. So long vacancies as such contest is pursued in good faithmay have existed prior to the Closing for all periods up to and upon the Closing Date. Such taxes and assessments as to these Properties and tenancies that are known will be prorated at Closing, the nonpayment or reconciled post Closing upon issuance of the amounts in dispute bills. Seller's ability to pursue collection of reimbursements for these taxes as permitted under the existing or prior leases of Go/Dann, Prime Automotive and Midline will not be limited by this Agreement or the Purchaser. This obligation shall survive Closing. Except as expressly provided herein, there shall be no other prorations and Purchaser will accept the Property subject to (i) the liens for county taxes and assessments not constitute a default under this contract yet due and payable, and (ii) liens for city taxes whether or afford the Seller the right to require tax reserve paymentsnot due and payable.

Taxes and Assessments. In addition 12.1 Tenant covenants and agrees to the payments herein above provided forpay promptly, and except as otherwise discharged through any reserve accountwhen due, the Purchaser shall pay before delinquency all real and personal property taxes, all general taxes or other taxes and special assessments, assessments levied and all other charges of whatsoever kind or nature levied or assessed by any lawful governmental authority upon the removable property of Tenant in, upon or about the Property. Landlord hereby warrants and represents that all Taxes and installments of special assessments regarding the Property, then due and payable, have been paid or will be current as of the Commencement Date. 12.2 With the prior written consent of Landlord (not to be unreasonably withheld, conditioned, or delayed) Tenant shall have the right to undertake an action or proceeding against the Property applicable collecting authority (i) seeking an abatement of Taxes or a reduction in the use thereof to valuation of the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessmentsProperty, and charges which are attributable (ii) to contest the applicability of any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so heldTaxes; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions that Tenant has paid timely (and continues to pay timely) all Taxes that it is responsible for paying pursuant to Paragraph 5.3 of this paragraph Lease to the contrary notwithstandingextent required by applicable law. Tenant shall deliver to Landlord (i) a copy of all correspondence and filings made by the applicable collecting authority in any action, either party (ii) copies of all written correspondence from the applicable collecting authority to Tenant with respect to such action, (iii) copies of (x) any emails relating to any settlement offers and (y) any other material emails from the applicable collecting authority to Tenant, (iv) copies of all proposed filings to be made by Tenant in any such action, and (v) copies of all proposed settlement offers to be made by Tenant. For the avoidance of doubt, Tenant shall have deliver the right materials in (iv) and (v) prior to contest filing or submitting the same, and shall reasonably consult with Landlord with respect to the content of such filings or settlement offers. Landlord may deliver to Tenant written requests from time to time, for information regarding any such action or proceeding by Xxxxxx. Tenant shall respond in good faith with all information reasonably requested by Landlord within 5 days after receipt of Xxxxxxxx’s written request. In any tax instance where any such permitted action or assessment which may have been proceeding is being undertaken by Tenant, Landlord shall cooperate reasonably with Tenant, at no cost or expense to Landlord, execute any and all documents approved by Landlord and reasonably required in connection therewith and, to the extent required by the collecting authority, agrees to file at Tenant’s request any action or proceeding against the collecting authority in its own name. Provided that Tenant is hereafter levied against not in default under this Lease, Tenant shall be entitled to any refund arising from Taxes actually paid by Xxxxxx (after the deduction therefrom of all expenses incurred by Landlord in connection therewith) of any Taxes (including, without limitation, penalties or interest thereon) received by Tenant or Landlord, whether or not such refund was a result of actions or proceedings instituted by Tenant. Additionally, Tenant shall indemnify, defend (by counsel reasonably acceptable to Landlord as promptly as possible), protect, and in any event within hold Landlord, and each of Landlord’s employees, representatives, agents, attorneys, successors and assigns, and its directors, officers, partners, representatives, any lender having a lien on or covering the Property or any portion thereof so long part thereof, and any entity or person named or required to be named as no portion an additional insured in Paragraph 14.2 of this Lease free and harmless from and against any and all claims, actions (including, without limitation, the cost of investigation and testing, consultant’s and attorney’s fees, enforcement actions of any kind, administrative (informal or otherwise) or judicial proceedings and orders or judgments arising therefrom), causes of action, liabilities, penalties, forfeitures, damages (including, but not limited to, damages for the loss or restriction or use of rentable space or any amenity of the Property is threatened with Property, or damages arising from any tax forfeiture or sale as adverse impact on marketing of space in the result of such contest. So long as such contest is pursued Property), diminution in good faith, the nonpayment value of the amounts Property, fines, injunctive relief, losses or expenses (including, without limitation, reasonable attorneys’ fees and costs), arising from or caused in dispute shall not constitute a default under whole or in part, directly or indirectly by any contest initiated by Tenant pursuant to this contract or afford the Seller the right to require tax reserve paymentsParagraph 12.2.

Taxes and Assessments. In addition Lessee shall pay to the payments herein above provided forpublic authority charged with the collection thereof at least thirty (30) days before the same become delinquent, and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency indemnify and save harmless Lessor from all real and personal property taxes, all general and special assessments, and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to any period prior to the date of this contractlicense fees, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaserexcises, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessmentsimposts, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times that during the full term of this contractLease shall be levied, assessed, charged or imposed upon the Seller mayPremises, for except that: (a) Special assessments on account of any street or other public improvement resulting in benefits to the Premises having a useful life beyond the remaining term of this contractLease shall be fairly allocated between the fee and the leasehold depending upon the unexpired term of this Lease, require the Purchaser benefit to deposit with each Installment Amount an the fee being reduced to its then present value; and the amount reasonably estimated so allocated to the fee shall be paid by Lessor and the Seller remainder by Lessee; (b) Income, sales, use, excise, or other taxes imposed on the rents or other sums payable to Lessor hereunder shall not be necessary chargeable to discharge Lessee; and (c) If all or a portion of the Real Property Premises are taxed as part of larger parcels, the Lessee shall pay (i) all real property taxes and assessments next dueallocable to the improvements located on the Premises plus (ii) a pro-rata share of the taxes and assessments allocable to the land comprising the Premises, said estimates such pro-rata share to be adjusted by a fraction, the Seller to reflect numerator of which is the actual amount total land area of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no that portion of the Property Premises and the denominator of which is threatened with any the total land area comprising the tax forfeiture parcel of which the Premises are a part. Except as provided above, Lessee shall bear all taxes of every sort which would be levied, assessed, charged or sale imposed against Lessee if Lessee were the fee simple owner of the Premises. Lessee also agrees to pay Lessee's Proportionate Share (as hereinafter defined) of all taxes, assessments, maintenance and operating costs related to the result Road; provided however, at no time shall Lessee pay for the initial paving of such contestthe Road. So long Lessee's Proportionate Share shall be defined as such contest is pursued in good faitha fraction, the nonpayment numerator of which is the acreage of the amounts in dispute shall not constitute a default under this contract or afford Premises and the Seller the right to require tax reserve paymentsdenominator of which is 7.21.

Taxes and Assessments. In addition to the payments herein above provided for, and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency all All non-delinquent real and personal property taxes, all general assessments and special assessments, and all other charges governmental impositions of whatsoever any kind or nature levied nature, including, without limitation, any special assessments or assessed similar charges (collectively, “Taxes”), which relate to the tax year within which the Closing occurs based upon the actual number of days in the tax year. With respect to any portion of the Taxes which are payable by any lawful authority Tenant directly to the authorities, no proration or adjustment shall be made. The proration for Taxes shall be based upon the most recently issued tax xxxx for the Property. If the most recent tax xxxx is not for the current tax year then the amount of the prior year’s taxes (increased by two percent (2%)) shall be used for proration purposes. The parties shall then reprorate within thirty (30) days of the receipt of the tax xxxx for the current tax year. Upon the Close of Escrow and subject to the adjustment provided above, Buyer shall be responsible for real estate taxes and assessments on the Property payable from and after the Close of Escrow. In no event shall Seller be charged with or against be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into after the use thereof Close of Escrow. With respect to all periods prior to the extent year of the same Close of Escrow for which Seller has paid Taxes, Seller hereby reserves the right to institute or continue any installments thereof are attributable to proceeding or proceedings for the period following reduction of the date assessed valuation of this contractthe Property. The prorated portion of said taxes, assessmentsSeller shall not settle any such proceeding without Buyer’s prior written approval. Seller shall jointly with Buyer control the progress of, and charges which are make decisions with respect to, such proceedings and Seller shall provide Buyer with copies of all communications with the taxing authorities. All net tax refunds and credits attributable to any period prior to the date Close of Escrow which Seller has paid or for which Seller has given a credit to Buyer shall belong to and be the property of Seller, provided, however, that any such refunds and credits that are the property of Tenants under Leases shall be promptly remitted by Seller directly to such Tenants or to Buyer for the credit of such Tenants. All net tax refunds and credits attributable to any period subsequent to the Close of Escrow shall belong to and be the property of Buyer. Buyer agrees to cooperate with Seller in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Close of Escrow, as may be necessary to carry out the intention of this contractsubparagraph, excluding taxes including the delivery to Seller, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such period assessed because of refund by Seller. Buyer agrees that, as a condition to the reclassification of the use transfer of the Property by Buyer, Buyer will cause any transferee to assume the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsobligations set forth herein.

Taxes and Assessments. In addition (a) Tenant agrees to the payments herein above provided for, and except pay all Taxes (as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency all real and personal property taxes, all general and special assessments, and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or hereinafter defined) against the Property or Premises becoming a lien during the use thereof to term of the extent Lease and a pro rata portion of the same or any installments thereof are attributable to of Taxes which become a lien in the period following years in which the Commencement Date and expiration date of this contract. The prorated portion of said taxesLease occur, assessments, and charges which are attributable such pro rata share to any period prior to the date of this contract, excluding taxes for such period assessed because be determined as of the reclassification Commencement Date and expiration date in accordance with the customary method of the use prorating real estate taxes in Indiana County, Pennsylvania. Tenant shall not be obligated to pay any installment of the Property by the Purchaser any special assessment that may be assessed, levied or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times confirmed during the term of this contractLease, but does not fall due and is not required to be paid until after the expiration of this Lease, except for a pro rata share of the installments becoming payable following the expiration of the Lease attributable to a period falling within the Lease Term. (b) As used in this Lease, the term “Taxes” means all taxes, assessments and levies (but specifically excluding any costs or charges in connection with environmental claims for which Landlord is responsible pursuant to Section 11 of this’ Lease or for which the Seller mayis responsible for under the Asset P&S Agreement), for whether general or special, ordinary or extraordinary, of every nature or kind whatsoever that may be taxed, charged, assessed, levied or imposed at any time during the remaining term of this contractLease by any governmental authority upon or against (i) the Premises, require (ii) the Purchaser rent or other sums payable by Tenant under this Lease or (iii) this Lease or the leasehold estate created by this Lease. Tenant shall not be required to deposit with each Installment Amount an amount reasonably estimated pay any franchise, estate, inheritance, transfer, income or similar tax of Landlord unless that tax is imposed, levied or assessed in substitution for any other tax, assessment, charge or levy that Tenant is required to pay pursuant to this Section 5. (c) Tenant shall pay the Taxes prior to delinquency. Proof of payment shall be delivered promptly to Landlord. If Tenant fails to pay any Taxes by the Seller due date, then, in addition to any other remedy of Landlord, Landlord may (but shall not be necessary to discharge obligated to) pay the Real Property taxes same plus any penalties or interest, and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The Tenant shall reimburse Landlord for all amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery within ten (10) days after Landlord notifies Tenant of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purposepayment, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions as provided in Section 4 of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsLease.

Taxes and Assessments. In addition to the payments herein above Except as provided forbelow, and except as otherwise discharged through any reserve account, the Purchaser Lessee shall pay promptly before delinquency all real taxes and personal property taxes, all general and special assessments, and all other charges of whatsoever kind or nature levied or assessments that may be assessed by any lawful authority upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contractAgreement upon the Premises resulting from Lessee's activities and products derived therefrom. This includes all assessments payable to maintain the integrity of the mining claims, on an annual basis, due and payable to Lehmi County or The Bureau of Land Management. Claim posts and boundaries will be maintained in a reasonable and workmanlike manner. Lessee will defend the rights of Lessors with respect to other individuals that prospect or xxxxxxxxx Lessors’ mining claims. However, Lessee shall always have the right to contest, in the courts or otherwise, either in its own name or in the name of Lessors, the Seller mayvalidity or amount of any such taxes or assessments, or to take such other steps or proceedings as it may deem necessary to secure a cancellation, reduction, readjustment or equalization thereof, before it shall be required to pay such taxes or assessments. Notwithstanding the foregoing, Lessee shall not permit any part of the Premises to be conveyed and title lost as the result of nonpayment of such taxes and assessments. Lessee shall provide Lessors with copies of all receipts evidencing payment of such taxes and assessments. If Lessors should receive tax bills or claims that are the responsibility of Lessee, Lessors shall promptly forward such bills or claims to Lessee for appropriate action. Lessee shall pay the remaining term above-referenced taxes that are assessed from the Effective Date of this contract, require the Purchaser Agreement to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount its date of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Sellertermination. The amounts so paid which have not been applied against such liabilities Nothing in this paragraph shall be returned construed to obligate Lessee to pay that portion of any tax based upon an assessment of improvements or structures made or placed on the Purchaser with the delivery of the Seller's deed to the PurchaserPremises by Lessors. The Seller Lessee shall not be liable for interest any taxes levied on said deposits. If not retained in an escrow or collection account, said funds shall be maintained measured by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added Lessors' income or based upon payments made to the sums so held; provided, however, this account may be commingled with any insurance reserve account Lessors by Lessee under this contractAgreement. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve payments.Mineral Lease Agreement W/Purchase Option Salmon Canyon Copper 29Apr11

Taxes and Assessments. In addition to the payments herein above provided for, and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency all All non-delinquent real and personal property taxes, assessments and other governmental impositions of any kind or nature, including, without limitation, any special assessments or similar charges (collectively, "Taxes") shall be prorated as of the Closing Date. With respect to any portion of the Taxes which are payable by any Tenant directly to the authorities, no proration or adjustment shall be made. If the Closing Date occurs before the tax rate or assessment is fixed, the proration of such taxes and assessments by Escrow Holder shall be made at the Closing based upon the most recent tax bills available. With respect to all general and special assessmentsperiods for which Seller has paid Taxes, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion, to settle the same. Seller shall have sole authority to control the progress of, and to make all other charges decisions with respect to, such proceedings but shall provide Buyer with copies of whatsoever kind or nature levied or assessed by any lawful authority upon or against all communications with the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contracttaxing authorities. The prorated portion of said taxes, assessments, All net tax refunds and charges which are credits attributable to any period prior to the date Closing which Seller has paid or for which Seller has given a credit to Buyer shall belong to and be the property of Seller, provided, however, that any such refunds and credits that are the property of Tenants under Leases shall be promptly remitted by Seller directly to such Tenants or to Buyer for the credit of such Tenants. All net tax refunds and credits attributable to any period subsequent to the Closing shall belong to and be the property of Buyer. Buyer agrees to cooperate with Seller, without cost or liability to Buyer, in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing, as may be necessary to carry out the intention of this contractsubsection, excluding taxes including the delivery to Seller, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such period assessed because of refund by Seller. Buyer agrees that, as a condition to the reclassification of the use transfer of the Property by Buyer, Buyer will use commercially reasonably efforts to cause any transferee to assume the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsobligations set forth herein.

Taxes and Assessments. In addition Real estate taxes and assessments imposed by any governmental authority ("Taxes") with respect to the payments herein above provided forReal Property for the relevant tax year in which the Real Property is being sold and that are not yet due and payable or that have not yet been paid and that are not (and will not be) reimbursable by tenants under the Leases (or under leases entered into after the Close of Escrow for vacant space existing at the Close of Escrow) as Operating Costs shall be prorated as of the Close of Escrow based upon the most recent ascertainable assessed values and tax rates and based upon the number of days Buyer and Seller will have owned the Real Property during such relevant tax year. Seller shall receive a credit for any Taxes paid by Seller and applicable to (a) any period after the Close of Escrow, and except as otherwise discharged through (b) any reserve account, period before the Purchaser shall pay before delinquency all real and personal property taxes, all general and special assessments, and all other charges Close of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof Escrow to the extent reimbursable as Operating Costs by existing tenants under the same or Leases and not yet received from such tenants. Additionally, Seller shall receive a credit for any installments thereof are attributable Taxes imposed with respect to the period following Real Property for the relevant tax year in which the Real Property is being sold and that are not yet due and payable or that have not yet been paid to the extent they are capable of being reimbursed by tenants under leases that may be signed after the Close of Escrow with respect to any vacant space in the Real Property as of the Close of Escrow. If, as of the Closing Date, Seller is protesting or has notified Buyer, in writing, that it has elected to protest any Taxes for the Real Property, then Buyer agrees that Seller shall have the right (but not the obligation), after the Closing Date, to continue such protest. In such case, any Taxes paid by Buyer after the Closing Date with respect to the Real Property shall be paid under protest and Buyer shall promptly notify Seller of any payments of Taxes made by Buyer with respect to the Real Property. Buyer further agrees to cooperate with Seller and execute any documents requested by Seller in connection with such protest. As to the Real Property, any tax savings received ("Tax Refunds") for the relevant tax year under any protest, whether filed by Seller or Buyer, shall be prorated between the parties based upon the number of days, if any, Seller and Buyer respectively owned the Real Property during such relevant tax year; if such protest was filed by a Seller, any payment of Tax Refunds to Buyer shall be net of any fees and expenses payable to any third party for processing such protest, including attorneys' fees. Seller shall have the obligation to refund to any tenants in good standing as of the date of this contract. The prorated such Tax Refund, any portion of said taxessuch Tax Refund paid to Seller which may be owing to such tenants, assessments, and charges which are attributable payment shall be paid to any period prior Buyer within fifteen (15) business days of delivery to Seller by Buyer of written confirmation of such tenants' entitlement to such Tax Refunds. Buyer shall have the obligation to refund to tenants in good standing as of the date of this contractsuch Tax Refund, excluding taxes for any portion of such period assessed because Tax Refund paid to it which may be owing to such tenants. Seller and Buyer agree to notify the other in writing of any receipt of a Tax Refund within fifteen (15) business days of receipt of such Tax Refund. To the reclassification extent either party obtains a Tax Refund, a portion of which is owed to the use other party, the receiving party shall deliver the Tax Refund to the other party within fifteen (15) business days of its receipt. If Buyer or Seller fail to pay such amount(s) to the other as and when due, such amount(s) shall bear interest from the date any such amount is due to Seller or Buyer, as applicable, until paid at the lesser of (a) twelve percent (12%) per annum and (b) the maximum amount permitted by law. The obligations set forth herein shall survive the Close of Escrow and Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsobligations set forth herein.

Taxes and Assessments. In addition to the payments herein above provided for, and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency all All non-delinquent real and personal property taxes, all general assessments and other governmental impositions of any kind or nature, including, without limitation, any special assessmentsassessments or similar charges (collectively, “Taxes”), which relate to the Property for the tax year within which the Closing occurs based upon the actual number of days in the tax year. With respect to any portion of the Taxes which are payable by any Tenant directly to the authorities, no proration or adjustment shall be made. The proration for Taxes shall be based upon the most recently issued tax xxxx for the Property, and all other charges shall be calculated based upon the full non-delinquent amount thereof. If the Closing occurs in calendar year 2009, the prorations for Taxes which are made at Closing shall be final and not subject to reproration after Closing. Upon Closing, Buyer shall be responsible for Taxes payable for the calendar year in which Closing occurs and periods accruing from and after the Closing. In no event shall Seller be charged with or be responsible for any increase in Taxes resulting from the sale of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or from any improvements made or leases entered into after the use thereof to the extent the same Closing. In no event shall Seller, upon or any installments thereof are attributable to the period following the date Closing, institute any proceeding or proceedings for the reduction of this contractthe assessed valuation of the Property. The prorated portion of said taxes, assessments, All net tax refunds and charges credits which are attributable to any period prior to the date Closing which Seller has paid or for which Seller has given a credit to Buyer shall belong to and be the property of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may that any such refunds and credits that are the property of Tenants under Leases shall be commingled with promptly remitted by Seller directly to such Tenants or to Buyer for the credit of such Tenants. All tax refunds and credits attributable to any insurance reserve account under this contract. The provisions of this paragraph period subsequent to the contrary notwithstanding, either party Closing shall have belong to and be the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion property of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsBuyer.

Taxes and Assessments. In addition Real estate taxes and assessments imposed by any governmental authority ("TAXES") with respect to the payments herein above provided forReal Property for the relevant tax year in which the Real Property is being sold and that are not yet due and payable or that have not yet been paid and that are not (and will not be) reimbursable by the tenant under the Lease as Operating Costs shall be prorated as of the Close of Escrow based upon the most recent ascertainable assessed values and tax rates and based upon the number of days Buyer and Seller will have owned the Real Property during such relevant tax year. Seller shall receive a credit for any Taxes paid by Seller and applicable to (a) any period after the Close of Escrow, and except as otherwise discharged through (b) any reserve account, period before the Purchaser shall pay before delinquency all real and personal property taxes, all general and special assessments, and all other charges Close of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof Escrow to the extent reimbursable as Operating Costs by the same tenant under the Lease and not yet received from such tenant. If, as of the Closing Date, Seller is protesting or has notified Buyer, in writing, that it has elected to protest any installments thereof are attributable Taxes for the Real Property, then Buyer agrees that Seller shall have the right (but not the obligation), after the Closing Date, to continue such protest. In such case, any Taxes paid by Buyer after the Closing Date with respect to the period following Real Property shall be paid under protest and Buyer shall promptly notify Seller of any payments of Taxes made by Buyer with respect to the Real Property. Buyer further agrees to cooperate with Seller and execute any documents requested by Seller in connection with such protest. As to the Real Property, any tax savings received ("TAX REFUNDS") for the relevant tax year under any protest, whether filed by Seller or Buyer, shall be prorated between the parties based upon the number of days, if any, Seller and Buyer respectively owned the Real Property during such relevant tax year; if such protest was filed by a Seller, any payment of Tax Refunds to Buyer shall be net of any fees and expenses payable to any third party for processing such protest, including attorneys' fees. Seller shall have the obligation to refund to the tenant as of the date of this contract. The prorated such Tax Refund, any portion of said taxessuch Tax Refund paid to Seller which may be owing to such tenant, assessments, and charges which are attributable payment shall be paid to any period prior Buyer within fifteen (15) business days of delivery to Seller by Buyer of written confirmation of such tenant's entitlement to such Tax Refunds. Buyer shall have the obligation to refund to the tenant as of the date of this contractsuch Tax Refund, excluding taxes for any portion of such period assessed because Tax Refund paid to it which may be owing to such tenant. Seller and Buyer agree to notify the other in writing of any receipt of a Tax Refund within fifteen (15) business days of receipt of such Tax Refund. To the reclassification extent either party obtains a Tax Refund, a portion of which is owed to the use other party, the receiving party shall deliver the Tax Refund to the other party within fifteen (15) business days of its receipt. If Buyer or Seller fail to pay such amount(s) to the other as and when due, such amount(s) shall bear interest from the date any such amount is due to Seller or Buyer, as applicable, until paid at the lesser of (a) twelve percent (12%) per annum and (b) the maximum amount permitted by law. The obligations set forth herein shall survive the Close of Escrow and Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsobligations set forth herein.

Taxes and Assessments. In addition to the payments herein above provided for, and except as otherwise discharged through any reserve account, the Purchaser (a) Tenant shall pay before delinquency as and when they shall become due and payable all real Taxes and personal property taxes, all general and special assessments, and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to any period prior to the date of this contract, excluding taxes Assessments for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the each calendar year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, Lease. Tenant may take the Seller may, benefit of any law permitting any Taxes and Assessments to be paid over time or in installments. (b) Taxes and Assessments for the remaining calendar years during which the Commencement Date and the Expiration Date occur shall be prorated so that Tenant pays only that portion of the Taxes and Assessments for such calendar years allocable to periods of time during the term of this contractLease. Such proration shall be computed and made as soon as practicable after the Commencement Date and the Expiration Date. (c) Tenant may, require at Tenant's sole cost and expense, in Tenant's own name and on Tenant's own behalf, or in the Purchaser name and on behalf of Landlord, in good faith, contest any Taxes and Assessments and, in the event of any such contest, may permit the Taxes and Assessments so contested to deposit with each Installment Amount an amount reasonably estimated by remain unpaid during the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount period of such liabilities each time the Real Property is reassessed contest and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so heldany appeal therefrom; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to that, if the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property Premises or any portion part thereof so long are subject to imminent danger of loss or forfeiture by virtue of or by reason of such nonpayment, such Taxes and Assessments shall be paid forthwith or Tenant shall deposit with Landlord a sum of money reasonably required by Landlord as no portion security to protect the Premises from any such loss or forfeiture. Landlord, at the sole cost and expense of the Property is threatened Tenant, shall cooperate fully with Tenant in any tax forfeiture or sale as the result of such contest. So long as Tenant may, at Tenant's sole cost and expense, in Tenant's own name and on Tenant's own behalf, apply for any tax exemption allowed by the state in which the Premises is located or any political or taxing subdivision thereof under any existing or future provision of law which grants or may grant any such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsexemption.

Taxes and Assessments. In addition Tenant agrees to the payments herein above provided forpay its prorated share of, before delinquency, any and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency all real and personal property taxes, all general and special assessments, and all other charges of whatsoever kind or nature taxes levied or assessed and which become payable during the term hereof (commencing with the Commencement Date) upon the Premises, Building and Related Improvements, whether said taxes are assessed against Landlord or Tenant. Tenant agrees to include all alterations, additions or leasehold improvements made by any lawful authority upon or against the Property or the use thereof for Tenant to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property allowed by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do solaw on Tenant’s personal property tax return, and if any such failure occurs two Alteration, addition or more times leasehold improvement is nevertheless included in Landlord’s real estate or personal property tax assessment and xxxx, Tenant shall reimburse Landlord with respect thereto. Tenant shall only be responsible for that portion of any assessments that shall be due and payable during the lease term (including extensions), assuming the maximum deferment of such assessments under applicable law. In addition to rental and other charges to be paid by Tenant hereunder, Tenant shall reimburse Landlord, upon demand, for any and all taxes assessed against Landlord (other than income taxes) whether or not now Customary or within the contemplation of the parties hereto: (i) upon, allocable to, or measured by or on the rental or other charges payable hereunder, including, without limitation, any sales or use tax on such rental, or excise tax levied by the State of Wisconsin, any political subdivision thereof, or the federal government with respect to the receipt of such rental or other charges or any other similar tax; (ii) upon or with respect to the possession, leasing, operation, management, maintenance alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; (iii) upon or measured by the value of the Premises; (iv) upon or measured by the value of Tenant’s personal property or leasehold improvements located in the Premises; (v) upon this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises; or (vi) upon Tenant’s energy consumption (collectively “Taxes”). Tenant shall not have to reimburse Landlord for any late penalties or default interest arising from the delinquent payment by Landlord of any of the Taxes described in the previous sentence. All Taxes (with the exception of personal property taxes on Tenant’s personal property) shall be prorated at the commencement and expiration of the term of this contractLease. Tenant shall pay to Landlord in advance on the same dates that monthly installments of rent are due, an amount equal to one-twelfth (1/12th) of the Seller may, estimated pro-rata share (See Section 4.5) of Taxes for the remaining term Premises, and to the extent received by Landlord, Landlord shall apply the same to the Taxes when or before they come due. Tenant shall have the right, at its own cost and expense, to initiate and prosecute any proceedings permitted by law for the purpose of this contract, require obtaining an abatement of or otherwise contesting the Purchaser validity or amount of Taxes assessed to deposit with each Installment Amount an amount reasonably estimated by or levied upon the Seller Premises and required to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereonLandlord’s estate and, if anyrequired by law, being added Tenant may take such action in the name of Landlord who shall cooperate with Tenant to the sums so heldsuch extent as Tenant may reasonably require; provided, however, this account may that Tenant shall fully indemnify and save Landlord harmless from all loss, cost, damage and expense incurred by or to be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax incurred by Landlord or assessment which may have been or is hereafter levied against the Property or any portion thereof so long Tenant as no portion of the Property is threatened with any tax forfeiture or sale as the a result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsthereof.

Taxes and Assessments. In addition Except as disclosed on Schedule 4.5: (a) to the payments herein above provided for, and except as otherwise discharged through any reserve accountSeller’s knowledge, the Purchaser shall pay before delinquency Company and the Subsidiaries have paid all real ad valorem, property, production, severance, excise and personal property taxessimilar Taxes and assessments of the Company or any Subsidiary based on or measured by the ownership of the Assets, all general the production of Hydrocarbons, or the receipt of proceeds therefrom, but exclusive of Income Taxes (collectively, the “Asset Taxes”) that have become due and special assessmentspayable during the Seller Ownership Period, and all Tax Returns with respect to such Taxes have been duly and timely filed. The Company has not elected to be treated as a corporation for any Tax purpose, and each Subsidiary is treated as an entity disregarded as a separate entity from its owner for federal Income Tax purposes; (b) the Company and the Subsidiaries have paid all Taxes (other charges than Asset Taxes addressed immediately above) to which they or the Assets are subject that have become due and payable for all taxable periods (or portions thereof) ending during the Seller Ownership Period and all Tax Returns with respect to such Taxes have been duly and timely filed; (c) to Seller’s knowledge, there is not currently in effect any extension or waiver of whatsoever kind any statute of limitations of any jurisdiction regarding the assessment or nature levied collection of any Tax to which the Company, any of the Subsidiaries or assessed by the Assets are subject; (d) no Asset is subject to inclusion as part of any lawful authority upon or arrangement that constitutes a partnership for U.S. federal Income Tax purposes; (e) neither Seller nor any of its Affiliates has received written notice of any pending claim against the Property Company or the use thereof any Subsidiary (which remains outstanding) from any applicable Governmental Authority for assessment of Taxes applicable to the extent the same Company, any Subsidiary or any installments thereof of their respective Assets, and there are attributable to the period following the date of this contract. The prorated portion of said taxesno proceedings, assessments, and charges reassessments, deficiency claims, or other claims of which are attributable Seller has received written notice with respect to any period prior to such Taxes that have been commenced or are presently pending with any applicable Governmental Authority; (f) there are no liens for Taxes on the date of this contract, excluding taxes for such period assessed because Interests or any of the reclassification Assets other than liens for current period Taxes that are not yet due and payable; (g) none of the use Company nor any of the Property Subsidiaries is a party to or bound by the Purchaser any Tax allocation, sharing or indemnity agreements or arrangements that will be binding on any successors of the Purchaser, shall be paid before delinquency by Acquired Companies after the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure Closing Date; and (h) Seller is not rectified a “foreign person” within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term meaning of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery Section 1445 of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsCode.

Taxes and Assessments. In addition Grantor shall pay all taxes and assessments against or affecting the Mortgaged Property as the same become due and payable (except those being contested in Good Faith, as defined in the Loan Agreement), and, upon request by Beneficiary, Grantor shall deliver to Beneficiary such evidence of the payment thereof as Beneficiary may require, and, if Grantor fails to do so, Beneficiary may pay them, together with all costs and penalties thereon, at Grantor's expense. RESERVE FOR INSURANCE, TAXES AND ASSESSMENTS. Upon request of Beneficiary, Grantor will deposit with Beneficiary a sum equal to ad valorem taxes, assessments and charges (which charges for the purpose of this paragraph shall include without limitation any recurring charge which could result in a lien against the Mortgaged Property) against the Mortgaged Property for the current year and the premiums for such policies of insurance for the current year, all as estimated by Beneficiary and prorated to the payments herein above provided forend of the calendar month following the month during which Beneficiary's request is made, and except thereafter will deposit with Beneficiary, on the first day of each month, sufficient funds (as otherwise discharged through any reserve accountestimated from time to time by Beneficiary) to permit Beneficiary to pay at least fifteen (15) days prior to the due date thereof, the Purchaser shall pay before delinquency all real and personal property next maturing ad valorem taxes, all general assessments and special charges and premiums for such policies of insurance. Beneficiary shall have the right to rely upon tax information furnished by applicable taxing authorities in the payment of such taxes or assessments and shall have no obligation to make any protest of any such taxes or assessments. Any excess over the amounts required for such purposes shall be held by Beneficiary for future use, applied to any Indebtedness or refunded to Grantor, at Beneficiary's option, and all other charges any deficiency in such funds so deposited shall be made up by Grantor upon demand of whatsoever kind or nature levied or assessed Beneficiary. All such funds so deposited shall bear no interest, may be mingled with the general funds of Beneficiary and shall be applied by any lawful authority upon or against Beneficiary toward the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date payment of this contract. The prorated portion of said such taxes, assessments, charges and charges premiums when statements therefor are presented to Beneficiary by Grantor (which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, statements shall be paid presented by Grantor to Beneficiary a reasonable time before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure applicable amount is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held); provided, however, this account that, if a default shall have occurred hereunder, such funds may at Beneficiary's option be commingled applied to the payment of the Indebtedness in the order determined by Beneficiary in its sole discretion, and that Beneficiary may (but shall have no obligation) at any time, in its discretion, apply all or any part of such funds toward the payment of any such taxes, assessments, charges or premiums which are past due, together with any insurance reserve account penalties or late charges with respect thereto. The conveyance or transfer of Grantor's interest in the Mortgaged Property for any reason (including without limitation the foreclosure of a subordinate lien or security interest or a transfer by operation of law) shall constitute an assignment or transfer of Grantor's interest in and rights to such funds held by Beneficiary under this contract. The provisions of this paragraph but subject to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion rights of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsBeneficiary hereunder.

Taxes and Assessments. In addition Real estate taxes and assessments imposed by any governmental authority (“Taxes”) with respect to the payments herein above provided forReal Property for the relevant tax year in which the Real Property is being sold and that are not yet due and payable or that have not yet been paid shall be prorated as of the Close of Escrow based upon the most recent ascertainable assessed values and tax rates and based upon the number of days Buyer and Seller will have owned the Real Property during such relevant tax year. Seller shall receive a credit for any Taxes paid by Seller and applicable to any period after the Close of Escrow. If, and except as otherwise discharged through of the Closing Date, Seller is protesting or has notified Buyer, in writing, that it has elected to protest any reserve accountTaxes for the Real Property, then Buyer agrees that Seller shall have the Purchaser shall pay before delinquency all real and personal property taxesright (but not the obligation), all general and special assessmentsafter the Closing Date, and all other charges of whatsoever kind or nature levied or assessed to continue such protest. In such case, any Taxes paid by any lawful authority upon or against Buyer after the Property or the use thereof Closing Date with respect to the extent the same or Real Property shall be paid under protest and Buyer shall promptly notify Seller of any installments thereof are attributable payments of Taxes made by Buyer with respect to the period following Real Property. Buyer further agrees to cooperate, at no cost to Buyer, with Seller and execute any documents reasonably requested by Seller in connection with such protest. As to the Real Property, any tax savings received (“Tax Refunds”) for the relevant tax year under any protest, whether filed by Seller or Buyer, shall be prorated between the parties based upon the number of days, if any, Seller and Buyer respectively owned the Real Property during such relevant tax year; any payment of Tax Refunds to the other party shall be net of any fees and expenses payable to any third party for processing such protest, including attorneys’ fees. Seller shall have the obligation to refund to any tenants in good standing as of the date of this contract. The prorated such Tax Refund, any portion of said taxessuch Tax Refund paid to Seller which may be owing to such tenants, assessments, and charges which are attributable payment shall be paid to any period prior Buyer within fifteen (15) business days of delivery to Seller by Buyer of written confirmation of such tenants’ entitlement to such Tax Refunds. Buyer shall have the obligation to refund to tenants in good standing as of the date of this contractsuch Tax Refund, excluding taxes for any portion of such period assessed because Tax Refund paid to it which may be owing to such tenants. Seller and Buyer agree to notify the other in writing of any receipt of a Tax Refund within fifteen (15) business days of receipt of such Tax Refund. To the reclassification extent either party obtains a Tax Refund, a portion of which is owed to the use other party, the receiving party shall deliver the Tax Refund to the other party within fifteen (15) business days of its receipt. If Buyer or Seller fail to pay such amount(s) to the other as and when due, such amount(s) shall bear interest from the date any such amount is due to Seller or Buyer, as applicable, until paid at the lesser of (a) twelve percent (12%) per annum and (b) the maximum amount permitted by law. The obligations set forth herein shall survive the Close of Escrow and Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsobligations set forth herein.

Taxes and Assessments. In addition Ad valorem property taxes that are or will be assessed against and attributable to any existing tax parcel that includes any part of the payments herein above provided for, and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency all real and personal property taxes, all general Property (“Taxes”) and special assessments, if any, that are or will be assessed against and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to any period prior existing tax parcel that includes any part of the Property (“Assessments”) shall be allocated and paid as follows: (a) Taxes assessed for the calendar year in which the Closing occurs (“Current Year Taxes”) shall be prorated on a calendar year basis to the date of this contract, excluding taxes Closing. Seller shall pay any unpaid Taxes for such period assessed because prior years and Buyer shall assume the Taxes for subsequent years. If the amount of the reclassification Current Year Taxes is known and payable at the time of Closing, Seller and Buyer shall pay their respective shares of the use prorated Current Year Taxes at the time of Closing. Seller shall pay all Assessments which are last payable without a penalty on or before the date of Closing and Buyer shall assume and pay all other Assessments to the extent attributed to the Property. (b) If the amount of the Property by Current Year Taxes is not known and payable at the Purchaser or any successors time of Closing, the amount of the Purchaser, Current Year Taxes shall be estimated based on 100% of the amount last billed for a calendar year and Seller’s prorated share of the amount thus estimated shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied via credit against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so helddue from Buyer at Closing; provided, however, if this account sale involves a tax parcel split then, in lieu of a credit to Buyer, Seller may elect to have the Closing Agent collect from all parties at Closing their respective shares of the estimated Current Year Taxes, to be commingled with any insurance reserve account under this contract. The provisions either held in escrow and applied towards payment of this paragraph the Current Year Taxes when billed after Closing or paid directly to the contrary notwithstandingappropriate tax collection office as an estimated prepayment of the Current Year Taxes. In any event, either party having received the benefit of Seller’s estimated payment (whether via credit, escrow or direct prepayment), Buyer shall have then pay all Taxes billed after Closing (to the right extent attributed to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property and to the extent not paid via escrow or direct prepayment as provided above), and any portion thereof so long as no portion shortage or surplus with respect to the estimated amount thus credited or paid by Seller at Closing shall be paid or retained by or refunded to Buyer (to the extent attributed to the Property). (c) If this sale involves a tax parcel split: (i) the extent to which any Taxes and/or Assessments are attributed to the Property shall be based on a split calculation provided by the appropriate property tax official or based on an estimated split calculation using available assessment data; and (ii) if the billing of any Taxes and/or Assessments after Closing includes portions attributed to the Property and other real estate, Buyer shall cooperate with the owner(s) of such other real estate to facilitate timely payment of the Property is threatened with any tax forfeiture or sale as balance due and Buyer shall pay the result of such contestportion attributed to the Property. (d) SELLER AND AUCTION COMPANY SHALL HAVE NO RESPONSIBILITY FOR ANY TAXES OR ASSESSMENTS AFTER CLOSING. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsTHE FOREGOING PROVISION AND ALL OTHER TERMS REGARDING THE ALLOCATION AND PAYMENT OF TAXES AND ASSESSMENTS SHALL SURVIVE CLOSING.

Taxes and Assessments. In addition to the payments herein above provided for, and except as otherwise discharged through any reserve account, the Purchaser (a) The Lessee shall pay before delinquency or cause to be paid, subject to Section 6.01(b) of this Lease, all real and personal property taxes, all general and special assessments, and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessments, and charges which are Taxes attributable to any period prior Property before the same become delinquent. If any of such real property Taxes may legally be paid in installments, such real property Taxes may be so paid in installments; provided that the Lessee pays all such installments on or before the Expiration Date or earlier termination of this Lease. (b) So long as (A) no Termination Notice has been delivered, (B) no Default, Event of Default, Environmental Trigger or Non-Performance Event has occurred and is continuing, (C) the Lessee shall not have notified the Lessor pursuant to Section 3.03(a)(ii) that it is terminating this Lease and releasing all of its interest in the Properties or (D) the Lessee shall not have otherwise surrendered or be required to surrender the Properties to the date of this contractLessor for any reason (including pursuant to Article X), excluding taxes for such period assessed because of the reclassification of Lessee will not be required, nor will the use of Lessor have the Property by right, to pay, discharge or remove any real property Taxes or to pay any materialman's, laborer's or undischarged or unremoved Lien, as long as the Purchaser Lessee shall at its sole cost and expense contest, or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required cause to be paid. If the Purchaser fails to so pay Real Property taxes or assessments contested, diligently and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contractin good faith, the Seller mayexistence, for amount or validity thereof by appropriate proceedings, which shall (i) in the remaining term case of this contract, require the Purchaser any unpaid real property Taxes attributable to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long or undischarged or unremoved Lien, prevent the collection thereof from the Lessor or against any Property or any portion thereof, (ii) prevent the sale, forfeiture or loss of any Property or any portion thereof, and (iii) not subject the Lessor, the Agent, the Certificate Holders, or the Note Holders to the risk of any criminal liability or civil penalties or fines for failure to comply therewith. The Lessee shall give such assurances as no may be reasonably demanded by the Lessor to insure ultimate payment of such real property Taxes or the discharge or removal of any such materialman's, laborer's or mechanic's Lien and to prevent any sale or forfeiture of any Property, or any portion thereof, or any interference with or deductions from any Fixed Rent, Additional Rent or any other sum required to be paid by the Lessee hereunder by reason of such non-payment, non-discharge, non-removal or non-compliance. (c) The Lessor shall cooperate with the Lessee in any contest and shall allow the Lessee to conduct such contest (in the name of the Lessor, if necessary) at the Lessee's sole cost and expense; provided that the Lessor will not be required to execute any documents which would materially adversely affect the fair market value, use or operation of any Property is threatened with or any tax forfeiture portion thereof or sale be reasonably likely to subject the Lessor, the Agent, any Certificate Holder or any Note Holder to any liability or result in the admission of liability, guilt or culpability on the part of such Persons. The Lessee LEASE Proprietary & Confidential shall notify the Lessor of each such proceeding at least ten (10) days prior to the commencement thereof, which notice will describe such proceeding in reasonable detail. (d) The Lessee shall, promptly after the final determination (including appeals) of any contest brought by it pursuant to this Section 6.01, pay and discharge all amounts which are determined to be payable therein and will be entitled to receive and retain for its own account all amounts refunded and/or rebated as a result of any such contest, and if the Lessor receives any amount as a result of such contest. So long as contest to which it is not otherwise entitled pursuant to this Lease, then it shall promptly return such contest is pursued in good faith, amount to the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsLessee.

Taxes and Assessments. In addition (a) Acquiror has (or, in the case of returns becoming due after the date hereof and on or before the Effective Time, will have prior to the payments herein above provided forEffective Time) duly filed all Tax returns required to be filed by Acquiror on or before the (b) Acquiror, either in its own right or as a transferee, has not or on the Effective Time will not have any material liability for Taxes payable for or with respect to any periods prior to and including the Effective Time in excess of the amounts actually paid prior to the Effective Time or reserved for in financial statements made available to the Company. (c) There is no action, suit, proceeding, audit, investigation or claim pending or, to the knowledge of Acquiror, threatened in respect of any Taxes for which Acquiror is or may become liable, nor has any deficiency or claim for any such Taxes been proposed, asserted or, to the knowledge of Acquiror, threatened. Acquiror has not consented to any waivers or extensions of any statute of limitations with respect to any taxable year of Acquiror. There is no agreement, waiver or consent providing for an extension of time with respect to the assessment or collection of any Taxes against Acquiror, and except as otherwise discharged through no power of attorney granted by Acquiror with respect to any reserve account, the Purchaser shall pay before delinquency tax matters is currently in force. (d) Acquiror has made available to Acquiror true and complete copies of all real and personal property taxes, all general and special assessments, Acquiror Tax returns and all other charges written communications by or to Acquiror relating to any such Acquiror Tax returns or to any deficiency or claim proposed and/or asserted, irrespective of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof outcome of such matter, but only to the extent such items relate to tax years (i) which are subject to an audit, investigation, examination or other proceeding, or (ii) with respect to which the same or any installments thereof are attributable statute of limitations has not expired. (e) Acquiror has made available to the period following the date of this contract. The prorated portion of said taxes, assessmentsCompany information regarding (i) all federal tax elections that currently are in effect with respect to Acquiror, and charges which are attributable (ii) all elections for purposes of foreign, state or local Taxes and all consents or agreements for purposes of federal, foreign, state or local Taxes in each case that reasonably could be expected to affect or be binding upon Acquiror or its assets or operations after the Effective Time, and (iii) changes in accounting methods for Tax purposes at any period prior time made, agreed to, requested or required with respect to Acquiror. (f) Acquiror (i) is not and never has been a partner in a partnership or an owner of an interest in an entity treated as a partnership for federal income tax purposes; (ii) has not executed or filed with the Internal Revenue Service any consent to have the provisions of Section 341(f) of the Code apply to it; (iii) is not subject to Section 999 of the Code; (iv) is not a passive foreign investment company as defined in Section 1296(a) of the Code; and (v) is not a party to an agreement relating to the date of this contractsharing, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser allocation or any successors of the Purchaserpayment of, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxesor indemnity for, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsTaxes.

Taxes and Assessments. In addition to Property taxes and special assessments that have been or will be assessed against any tax parcel that includes any part of the payments herein above provided for, Property (“Taxes” and except as otherwise discharged through any reserve account, the Purchaser “Assessments”) shall be allocated and paid in accordance with this Section. Seller shall pay before delinquency all real and personal property taxes2020 Taxes due in 2021 (“2020 Taxes”), all general and special assessments, prior unpaid Taxes and all other charges Assessments that are last payable without a penalty on or before the day of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof closing. Subsequent Taxes and Assessments shall be paid by: (a) Buyer to the extent the same or any installments thereof are attributable attributed to the period following Property; and (b) Seller to the date extent attributed to any real estate other than the Property. For purposes of this contractSection, any Taxes and/or Assessments that are not ascertainable and payable at the time of closing shall be estimated based on 100% of the amount last billed for a calendar year. The prorated portion Seller’s share of said taxesthe Taxes and Assessments, assessments, and charges which are attributable to any period prior to the date extent ascertainable and payable at the time of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaserclosing, shall be withheld from Seller’s proceeds at closing and paid before delinquency by the Seller. Said periods shall be determined by reference directly to the year in which the taxes, assessments, and charges are required to be paidcounty treasurer. If the Purchaser fails to so pay Real Property taxes or assessments 2020 Taxes are not ascertainable and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during payable at the term time of this contractclosing, the Seller mayestimated 2020 Taxes shall be paid via credit against the sums due from Buyer at closing, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned extent attributed to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so heldProperty; provided, however, if this account sale involves a tax parcel split, Seller may elect to have all Taxes and Assessments payable during the calendar years 2020 and 2021 paid as follows. If Seller so elects then, in lieu of a credit to Buyer at closing, the closing agent shall collect from Seller and Buyer their respective shares of all Taxes and Assessments payable in 2020 (to be commingled with any insurance reserve account under this contract. The provisions of this paragraph paid directly to the contrary notwithstandingcounty treasurer) and their respective shares of all estimated Taxes and Assessments payable in 2021, either party shall have to be held in escrow and applied towards payment of such Taxes and Assessments when billed after closing. If this sale involves a tax parcel split, the right extent to contest in good faith which any tax or assessment which may have been or is hereafter levied against Taxes and/or Assessments are attributed to the Property or shall be based on a split calculation provided by the appropriate property tax official or, if an official split calculation is not available, based on an estimated split calculation using available assessment data. If the billing of any portion thereof so long as no portion Taxes and/or Assessments after closing includes portions attributed to the Property and other real estate, Xxxxx shall cooperate with the owner(s) of such other real estate to facilitate timely payment of the Property is threatened with any tax forfeiture or sale as balance due and Buyer shall pay the result of such contest. So long as such contest is pursued in good faith, portion attributed to the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsProperty.

Taxes and Assessments. In addition to Real estate taxes shall be apportioned on the payments herein above provided for, and except as otherwise discharged through any reserve account, Closing Date. If the Purchaser shall pay tax bxxx for the real estate tax year in which the Closing occurs has not been issued on or before delinquency all real and personal property taxes, all general and special assessments, and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contractthe Closing, the apportionment of taxes shall be computed based upon the most recent tax bxxx available and shall assume payment at the maximum discounted tax amount. The prorated portion of said taxesIf, assessments, and charges which are attributable to any period prior to on the date of this contractClosing, excluding bills for the real estate taxes imposed upon the Premises for the real estate tax year in which Closing occurs have been issued and are due but shall not have been paid, such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, taxes shall be paid before delinquency by at the Sellertime of Closing. Said periods Seller expressly reserves the right to continue and conduct, at its sole cost and expense, any tax certiorari or reduction proceedings currently in effect and relating to the Premises in respect of the real estate tax year in which the Closing occurs and all prior real estate tax years. Buyer shall be determined by reference have the right to continue, settle or prosecute any tax certiorari or reduction proceedings relating to the Premises in respect of the real estate tax years after the year in which the taxes, assessments, Closing occurs. Seller shall have the sole right and charges are required discretion to be paid. If the Purchaser fails to so pay Real Property taxes compromise or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two settle any tax certiorari or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given reduction proceedings relating to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery Premises in respect of the Seller's deed to real estate tax year in which the Purchaser. The Closing occurs, provided Seller obtains Buyer’s prior consent thereto, which consent shall not be liable unreasonably withheld, and all prior real estate tax years without Buyer’s consent. Buyer agrees to reasonably cooperate with Seller in all such proceedings. Real estate tax refunds for interest on said deposits. If not retained in an escrow or collection accountperiods prior to the Closing, said funds except to the extent any refund from such appeal must be credited to tenants under the Existing Leases, shall be maintained the sole property of Seller. Real estate tax refunds and credits received after the Closing Date which are attributable to the fiscal tax year during which the Closing Date occurs shall be apportioned between Seller and Buyer, after deducting the reasonable expenses of collection thereof, subject to the rights of tenants with respect to such refunds. To the extent received by either Seller or Buyer, sums payable to the other hereunder shall be held by the Seller in party receiving such funds as a segregated account trust fund, and expended for no other purpose, with interest earned thereon, if any, being added remitted to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions party entitled thereto within five (5) business days of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsreceipt.

Taxes and Assessments. In addition The Mortgagor shall pay or cause to be paid, not later than the last day upon which payment may be made without penalty or interest, all taxes, charges for water, sewer and other municipal services and assessments and any other charges or assessments that might become a lien prior to the payments herein above provided forlien of this Mortgage, whether or not assessed against the Mortgagor or the Mortgagee, and except as otherwise discharged through any reserve account, the Purchaser shall pay whether or not assessed pursuant to authority adopted before delinquency all real and personal property taxes, all general and special assessments, and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following after the date of this contractMortgage if applicable or related in any way to the Mortgaged Property, any interest in the Mortgaged Property of the Mortgagor or the Mortgagee or the debt, obligations or performance secured hereby, or the disbursement or application of the proceeds therefrom (collectively, the “Impositions”), excluding, however, any income or corporation excise tax of the Mortgagee. If at any time the Mortgagee does not require the escrow of payments for Impositions, the Mortgagor shall furnish to the Mortgagee receipted real estate tax bills for the Mortgaged Property not later than ten (10) days after the date from which any interest or penalty would accrue for nonpayment thereof. The prorated portion Mortgagor shall also furnish to the Mortgagee evidence of said taxespayment of all other Impositions within fifteen (15) days after written request therefor by the Mortgagee. If the Mortgagor is not permitted by applicable law to pay any Imposition or the payment of such Imposition would violate any usury law applicable to the transaction contemplated by this Mortgage, assessmentsat the option of the Mortgagee, the principal sum secured by this Mortgage shall become due and charges payable upon the date specified by written notice given by the Mortgagee to the Mortgagor, which are attributable to any period prior to date shall be at least thirty days after the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property notice. If requested by the Purchaser or any successors Mortgagee, the Mortgagor shall pay to the Mortgagee monthly, on the first day of each month, a sum reasonably determined by the PurchaserMortgagee to be sufficient to provide in the aggregate a fund adequate to pay each Imposition at least thirty (30) days before it becomes delinquent, and, in addition, shall be paid before delinquency by the Seller. Said periods shall be determined by reference pay to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written Mortgagee on demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be any balance necessary to discharge pay in full each Imposition at least thirty (30) days before the Real Property taxes date on which it becomes due and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Sellerpayable. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller Such sums shall not be liable for bear interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contractthe general assets of the Mortgagee. The provisions of this paragraph Mortgagee shall not be required to account for any profits resulting from its use thereof. Such sums may be applied by the Mortgagee to the contrary notwithstanding, either party payment of the Impositions or any other obligation of the Mortgagor hereunder. The Mortgagor shall furnish to the Mortgagee all original bills relating to any Imposition promptly upon issuance. The Mortgagor shall have the right right, after giving written notice to the Mortgagee and subject to the conditions stated below, to contest by appropriate legal proceedings the amount or validity of any Imposition. In no event shall the Mortgagor be entitled to delay payment of any Imposition if the delay in good faith payment could subject any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Mortgaged Property is threatened to possible foreclosure or in any event unless the Mortgagor deposits with any tax forfeiture Mortgagee a sum of money or sale such other security as the Mortgagee deems reasonable to cover the amount of such Imposition plus any interest or penalty that may become due as a result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve payments.

Taxes and Assessments. In addition to the payments herein above provided for, and except as otherwise discharged through any reserve account, the Purchaser (a) The Lessee shall pay before delinquency and discharge all real and personal property estate taxes, all general betterment charges and special assessments, and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessmentslevies, and charges and governmental impositions, duties and discharges of like kind and nature, which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times may during the term of this contractLease be charged, laid, levied or imposed upon or become a lien or liens upon the Leased Premises or any part thereof, or upon any buildings or appurtenances thereof, or any part thereof, or which may become due and payable with respect thereto, and any and all taxes charged, laid or levied in addition to the foregoing under or by virtue of any present or future laws, rules, requirements, orders, directions, ordinances or regulations of the United States of America, or of the state, county or city government, or of any other municipal government or lawful authority whatsoever. The Lessee shall also be responsible for the payment of any assessments for improvements; PROVIDED, HOWEVER, that if any such assessment shall be payable in installments, the Seller mayLessee shall not be required to pay any installment becoming due subsequent to the termination of this Lease; and PROVIDED, for FURTHER, that if any such assessment shall be payable in a lump sum, the Lessee may submit to arbitration in accordance with Section 24 hereof the question of the proportion of the assessment which the Lessee should equitably be required to pay in the light of the nature of the improvement, the remaining term of this contractLease and the existence of the option to renew set forth in Section 25 hereof. Unless required by a mortgagee to make payments into an escrow account for taxes, require the Purchaser to deposit Lessee shall, if so requested by the Lessor, pay the Lessor with each Installment Amount installment of rent an amount reasonably estimated equal to one twelfth of the real estate taxes for the current year, if the amount thereof is known, or of such taxes for the prior year, if the amount thereof for current year is not known. Such amounts shall be held in escrow by the Seller to be necessary to Lessor and utilized in partial or complete discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the SellerLessee's deed obligations to pay such taxes on or before the Purchaserdate upon which interest upon such taxes would otherwise start to accrue. The Seller If payments into an escrow account for taxes shall not be liable required by a mortgagee or by the Lessor, (1) the Lessee shall make the required payments directly to the appropriate taxing or other governmental authorities, and (2) the Lessor shall forward all tax bills, statements and charges to the Lessee in time sufficient to enable the Lessee to pay the same without incurring interest or penalties and in time so that the Lessee may contest the same if it so desires. The Lessee shall also punctually pay and discharge all taxes which shall or may during the term of this Lease be charged, laid, levied or imposed upon or become a lien upon the stock in trade or other personal property of the Lessee attached to or used in connection with the Lessee's business conducted on the premises. Nothing herein contained shall require the Lessee to pay the Lessor's income or business profits taxes or any taxes on the rents reserved to the Lessor hereunder or franchise taxes or estate taxes or transfer taxes. Property taxes for interest on said deposits. If not retained the tax year in an escrow or collection account, said funds which the term hereof commences and for the tax year in which the term hereof terminates shall be maintained by apportioned between the Seller Lessor and the Lessee in a segregated account and expended for no other purpose, accordance with interest earned thereon, if any, being added to the sums so held; provided, however, this account may number of months or major fraction thereof during which each party shall be commingled with any insurance reserve account under this contract. in possession of the Leased Premises during such tax years. (b) The provisions of this paragraph to the contrary notwithstanding, either party Lessee shall have the right to contest or review (in good faith the name of the Lessee, or of the Lessor, or both, as the Lessee shall elect) by appropriate proceedings (which if instituted shall be conducted promptly at the Lessee's own expense free of all expense to the Lessor) any tax tax, charge or assessment other governmental imposition aforementioned upon condition that before instituting any such proceeding the Lessee shall pay (under protest) such tax, charge or other governmental imposition aforementioned, or furnish to the Lessor a surety company performance bond in a company acceptable to the Lessor or other security satisfactory to the Lessor sufficient to cover the amount of the contested item or items with interest for the period which such proceedings may have been reasonably be expected to take and costs securing the payment of such contested item or is hereafter levied against items and all interest and costs in connection therewith when finally determined. Notwithstanding the Property furnishing of any such bond or security, the Lessee shall pay all such items before the date when the Leased Premises or any portion part thereof so long as no portion would under applicable law be forfeited. The Lessor shall timely file the annual inventory required by Chapter 74:7 of the Property is threatened with any tax forfeiture or sale as Revised Statutes Annotated of New Hampshire the result filing of which, by virtue of Chapter 76:16 of such contest. So long revised Statutes Annotated, is a condition precedent to tax abatement. (c) The Lessor, at its option may, but shall not be obligated to, contest or review by any appropriate proceedings, and at the Lessor's expense, any tax, charge or other governmental imposition aforementioned which shall not be contested or reviewed as aforesaid by the Lessee, and unless the Lessee shall promptly join with the Lessor in such contest is pursued in good faithor review, the nonpayment of Lessor shall be entitled to receive and retain any refund payable by the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentstaxing authorities with respect thereto.

Taxes and Assessments. In 7.1 Tenant shall be responsible for the payment of all taxes, assessments. license fees, and other charges ("Personal Property Taxes") that are levied and assessed against all personal property, including but not limited to leasehold improvements, furniture, fixtures and equipment installed, whether by Landlord or Tenant, or located in or about the Premises, which taxes accrue during the Term, regardless of when the same may be payable. 7.2 Tenant shall be responsible for the payment of all real property taxes, assessments and levies, both general and special ("Real Property Taxes") which are or are hereafter levied, assessed, or are otherwise imposed, against the Premises during the Term, regardless of when the same may be payable. 7.3 Tenant shall pay to Landlord (or to Landlord's Lender, as Landlord may direct), together with and in addition to the monthly payments of rental and other payments payable under the terms of this Lease, on the dates set forth herein above provided forfor the making of monthly rental payments, until the end of the Term, a sum, as estimated by Landlord, equal to the Personal Property Taxes and except as otherwise discharged through Real Property Taxes (collectively "Taxes") next coming due with respect to the Premises, including any reserve account, the Purchaser shall pay before delinquency all real and personal property taxesincluded therein, all general and special assessments, and all other charges divided by the number of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof months to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to any period elapse before one month prior to the date when such Taxes will become delinquent, such sums to be held by Landlord (or Landlord's Lender, if Tenant has been directed to pay the same to Landlord's Lender) to pay such Taxes. Such payments, hereinafter referred to as "Reserves", are to be held without any allowance of interest or dividend to Tenant and need not be kept separate and apart from other funds of Landlord or Landlord's Lender, as applicable. All payments mentioned in this contract, excluding taxes for such period assessed because of section and all payments to be made under the reclassification of Lease shall be added together and the use of the Property by the Purchaser or any successors of the Purchaser, aggregate amount thereof shall be paid before delinquency by Tenant each month in a single payment. The arrangement provided for in this section is solely for the Selleradded protection of Landlord and entails no responsibility on Landlord's part beyond the allowing of due credit, without interest, for the sums actually received by it. Said periods Upon assignment of the Lease by Landlord or upon any assignment by Landlord's Lender of its loan, any funds then held by Landlord or Landlord's Lender shall be determined by reference turned over to the year in which the taxesLandlord's or Landlord's Lender's Successor, assessmentsas applicable, and charges are required to be paidany responsibility of Landlord or Landlord's Lender with respect thereto shall terminate. If the Purchaser fails total of the Reserves hereof shall exceed the amount of payments actually applied by Landlord or Landlord's Lender, as applicable, such excess may be credited by Landlord or Landlord's Lender, as applicable, on subsequent payments to so pay Real Property taxes be made by Tenant or, at the option of Landlord, refunded to Tenant or assessments and such failure is not rectified within 15 days following Seller's written demand to do soits Successors. If, and if such failure occurs two or more times during the term of this contracthowever, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller Reserves shall not be liable for interest on said depositssufficient to pay the sums required when the same shall become due and payable, Tenant shall immediately deposit with Landlord or, if so directed by Landlord, with Landlord's Lender, the full amount of any such deficiency. If not retained in an escrow or collection account, said funds there shall be maintained by a default under any of the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph Lease, Landlord may use, apply or retain, to cure such DEFAULT and to compensate Landlord for all damage sustained by Landlord as a result of such default, at any time, all or any part of the Reserves held by Landlord, and upon demand of Landlord, Tenant shall immediately deposit with Landlord a sum equal to the contrary notwithstandingportion of the Reserves so used, either party applied or retained by Landlord. 7.4 Tenant's liability to pay Taxes shall be prorated on the basis of a 365-day year to account for any fractional portion of a tax year included in the Term at its commencement and expiration. Prorations shall be based on assessments and Tenant shall pay such prorations when the prorated tax installment becomes due. 7.5 Tenant shall have the right to contest or review by legal proceeding, or in good faith such other manner as it may deem suitable (which, if instituted, Tenant shall conduct promptly at its own expense, and free of any tax expense to Landlord, and if necessary, in the name of Landlord) any Taxes. Tenant may defer payment of a contested item upon condition that; before instituting any such proceeding, Tenant shall furnish to Landlord, or assessment which to any Lender Landlord may have been or is hereafter levied against designate, security reasonably satisfactory to Landlord and such Lender sufficient to cover the Property amount of any Taxes. Notwithstanding the furnishing of any such security, Tenant shall promptly pay such contested item if at any time the Facility or any portion part thereof so long shall be in danger of being sold or forfeited. The legal proceeding herein referred to shall include an appropriate proceeding to review tax assessments and appeals from any judgment, decree, or order in connection therewith, but such proceeding shall be commenced as no portion soon as possible after the assessment of any contested item and shall be prosecuted to final adjudication with dispatch. If there shall be any refund with respect to any contested item based on a payment by Tenant, provided Tenant is not then in default of its obligations hereunder, Tenant shall be entitled to such refund to the extent of such payment. 7.6 Tenant shall, in addition to all other sums, pay all fees for inspection and examination of the Facility during the Term hereof which are charged by any public authority having jurisdiction thereof. 7.7 Tenant shall not be required to pay any municipal, county, state, or federal income or franchise taxes of Landlord, or any municipal, county, state, or federal estate, succession, inheritance, or (except as provided below) transfer taxes of Landlord. If at any time during the Term, the state in which the Facility is located or any political subdivision of such state, including any county, city; public corporation, district, or any other political entity or public corporation of such state, levies or assesses against Landlord a tax, fee, or excise on (1) rents, (2) the square footage of the Premises, (3) the act of entering into this Lease, or (4) the occupancy of Tenant, or levies or assesses against Landlord any other tax, fee, or excise, however described, including, without limitation, a so-called value added tax, as a direct substitution in whole or in part for, or its addition to, any Real Property Taxes, Tenant shall pay before, delinquency that tax, fee, or excise. Notwithstanding the above, if a transfer tax is threatened with payable to any tax forfeiture governmental agency or sale agencies as the a result of this Lease, Tenant shall, to the extent permitted by law, pay the same directly to the taxing authority or authorities when it is due, or at Landlord's election, Tenant shall pay same to Landlord within ten (10) days after notice to Tenant from Landlord, and in such contest. So long as such contest is pursued in good faithevent, Landlord shall pay the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsfollowing receipt from Tenant.

Taxes and Assessments. In addition The property interests created by this Lease may be subject to property taxation and Lessee hereunder in whom the possessory interest is vested may be subject to the payments herein above provided for, and except as otherwise discharged through any reserve account, the Purchaser shall payment of property taxes levied on such interest. Xxxxxx agrees timely to pay before delinquency all real and personal property taxes, all general and special assessments, and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessments, and fees or charges which are attributable at any time may be levied or charged by the federal government, the state, county, city or any tax or assessment levying body against the transfer of the leasehold interest hereunder upon recordation or otherwise, or upon any activity carried on under this Lease, any interest in this Lease or any possessory right which Lessee may have in or to any period prior to the date property covered hereby by reason of this contractits use or occupancy thereof or otherwise, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the as well as all lawful taxes, assessments, fees and charges are on goods, merchandise, fixtures, appliances, equipment and property owned by Lessee in or about the Premises. Xxxxxx agrees timely to submit to appropriate taxing authorities all required reports, documents and notices with respect to be paidits use, occupancy or ownership of the Premises or any goods, merchandise, fixtures, appliances, equipment or other property therein or used in connection with the Premises. If Lessee shall concurrently provide to the Purchaser fails Port a full and complete copy of all such reports, documents and notices submitted to so pay Real Property taxes or assessments said taxing authorities, and such failure is not rectified within 15 days following Seller's written demand after the request of the Port Lessee shall provide to do sothe Port at no cost to the Port copies of all such reports, documents and notices. Lessee at no cost to the Port reasonably may contest the legal validity or amount of any such taxes, assessments, or charges for which Xxxxxx is responsible hereunder, and if institute such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so heldproceedings as Xxxxxx considers necessary; provided, however, this account may be commingled with that Lessee shall at all times defend and indemnify the Port against any insurance reserve account under this contract. The provisions and all losses and costs resulting therefrom, and protect the Port and the Premises from foreclosure of this paragraph to any lien, and that the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute Port shall not constitute a default under this contract be required to join in any proceeding or afford the Seller the right to require tax reserve paymentscontest brought by Xxxxxx.

Taxes and Assessments. In addition to To the payments herein above provided for, and except as otherwise discharged through any reserve account, extent that the Purchaser shall pay before delinquency all adjustments in Section 10.1 do not take into account an item specified in this Section 10.3: (a) All non-delinquent real estate and personal property taxes, all general taxes and special assessments, and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof assessments payable with respect to the extent Owned Properties for the same current year shall be prorated between Property Sellers and Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable taxable period), provided that, with respect to Properties located in Colorado, such proration shall be prorated at Closing for calendar year 2018 based on the 2017 tax xxxx and reprorated upon receipt of the 2018 tax xxxx. Property Sellers shall be responsible for the payment of any real estate and personal property taxes that are delinquent before Closing. In no event shall Property Sellers be charged with or be responsible for any increase in the taxes on the Owned Properties resulting from the sale of the Owned Property contemplated by this Agreement, any change in use of the Owned Property on or after the Closing Date, or from any improvements made or leases entered into with respect to the Owned Property on or after the Closing Date. If any assessments on the Owned Properties are payable in installments, then the installment allocable to the current period shall be prorated (with Buyer being allocated the obligation to pay any installments thereof are attributable due on or after the Closing Date). (b) All other Taxes with respect to the period following Owned Properties other than those Taxes being adjusted under subsection (a) above (“Other Taxes”) due in connection with the date ownership and operation of this contract. The prorated portion of said taxes, assessments, such Owned Properties and charges which are attributable related personal property and relating to any period prior to Closing shall be the date of this contract, excluding taxes for such period assessed because of the reclassification of the use responsibility of the Property by Sellers, and all Other Taxes due in connection with the Purchaser or ownership and operation of such Owned Properties and related personal property and relating to any successors of period following the Purchaser, Closing shall be paid before delinquency by the Seller. Said periods responsibility of Buyer; provided that, for the avoidance of doubt, the amount of such Other Taxes allocable to the period prior to Closing and the period following the Closing shall be determined (i) in the case of Other Taxes imposed on a periodic basis, by reference pro rating each such Other Tax based on the number of days in the taxable period that includes the Closing Date that occur on or before the Closing Date, on the one hand, and the number of days that occur after the Closing Date, on the other hand, and (ii) in the case of Other Taxes not described in clause (i) above (such as franchise Taxes or Taxes that are based upon or related to income or receipts), as if such taxable period ended as of the close of business on the Closing Date. In the event that either party becomes liable for any such Other Taxes relating to the year other party’s period of ownership, such party shall be entitled to a credit for such Other Taxes relating to the other party’s period of ownership in which connection with any re-adjustment of the taxes, assessments, and charges are matters set forth in this Section 10.3(b) following the Closing. The parties shall cooperate in the preparation of any final Tax Returns required to be paidfiled with respect to such Other Taxes. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term Table of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve payments.Contents

Taxes and Assessments. In addition to the payments herein above provided for, and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency all All non-delinquent real and personal property taxes, all general assessments and other governmental impositions of any kind or nature, including, without limitation, any special assessmentsassessments or similar charges (collectively, "Taxes"), which relate to the tax year within which the Closing occurs based upon the actual number of days in the tax year. With respect to any portion of the Taxes which are payable by any Tenant directly to the authorities, no proration or adjustment shall be made. The proration for Taxes shall be based upon the most recently issued tax xxxx for the Property, and all other charges shall be calculated based upon the maximum early payment discount available. The prorations for taxes and assessments which are made at Closing shall be final, and not subject to reproration after Closing. Upon the Closing, Buyer shall be responsible for real estate taxes and assessments on the Property payable from and after the Closing. In no event shall Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or from any improvements made or leases entered into after the use thereof Closing. With respect to all periods for which Seller has paid Taxes, Seller hereby reserves the extent right to institute or continue any proceeding or proceedings for the same or any installments thereof are attributable reduction of the assessed valuation of the Property, and, in its sole discretion, to settle the period following same. Seller shall have sole authority to control the date of this contract. The prorated portion of said taxes, assessmentsprogress of, and charges which are to make all decisions with respect to, such proceedings but shall provide Buyer with copies of all communications with the taxing authorities. All net tax refunds and credits attributable to any period prior to the date Closing which Seller has paid or for which Seller has given a credit to Buyer shall belong to and be the property of Seller, provided, however, that any such refunds and credits that are the property of Tenants under Leases shall be promptly remitted by Seller directly to such Tenants or to Buyer for the credit of such Tenants. All net tax refunds and credits attributable to any period subsequent to the Closing shall belong to and be the property of Buyer. Buyer agrees to cooperate with Seller in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing, as may be necessary to carry out the intention of this contractsubparagraph, excluding taxes including the delivery to Seller, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such period assessed because of refund by Seller. Buyer agrees that, as a condition to the reclassification of the use transfer of the Property by Buyer, Buyer will cause any transferee to assume the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsobligations set forth herein.

Taxes and Assessments. In addition to the payments herein above provided for, and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency all All non-delinquent real and personal property taxes, assessments and other governmental impositions of any kind or nature, including, without limitation, any special assessments or similar charges (collectively, “Taxes”), which relate to the tax year within which the Closing occurs based upon the actual number of days in the tax year. Seller shall be responsible for all general and special assessmentstaxes relating to prior years. With respect to any portion of the Taxes which are payable by any Tenant directly to the authorities, no proration or adjustment shall be made. The proration for Taxes shall be based upon the most recently issued tax xxxx for the Property, and all other charges shall be calculated based upon the maximum early payment discount available. The prorations for taxes and assessments which are made at Closing shall be final, and not subject to reproration after Closing. Upon the Closing, Buyer shall be responsible for real estate taxes and assessments on the Property payable from and after the Closing. In no event shall Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or from any improvements made or leases entered into after the use thereof Closing. With respect to all periods for which Seller has paid Taxes, Seller hereby reserves the extent right to institute or continue any proceeding or proceedings for the same or any installments thereof are attributable reduction of the assessed valuation of the Property, and, in its sole discretion, to settle the period following same. Seller shall have sole authority to control the date of this contract. The prorated portion of said taxes, assessmentsprogress of, and charges which are to make all decisions with respect to, such proceedings but shall provide Buyer with copies of all communications with the taxing authorities. All net tax refunds and credits attributable to any period prior to the date Closing which Seller has paid or for which Seller has given a credit to Buyer shall belong to and be the property of Seller, provided, however, that any such refunds and credits that are the property of Tenants under Leases shall be promptly remitted by Seller directly to such Tenants or to Buyer for the credit of such Tenants. All net tax refunds and credits attributable to any period subsequent to the Closing shall belong to and be the property of Buyer. Buyer agrees to cooperate with Seller in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing, as may be necessary to carry out the intention of this contractsubsection, excluding taxes including the delivery to Seller, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such period assessed because of refund by Seller. Buyer agrees that, as a condition to the reclassification of the use transfer of the Property by Buyer, Buyer will cause any transferee to assume the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsobligations set forth herein.

Taxes and Assessments. In addition Real estate taxes and assessments imposed by any governmental authority (“Taxes”) with respect to the payments herein above provided forReal Property for the relevant tax year in which the Real Property is being sold and that are not yet due and payable or that have not yet been paid and that are not (and will not be) reimbursable by tenants under the Leases (or under leases entered into after the Close of Escrow for vacant space existing at the Close of Escrow) as Operating Costs shall be prorated as of the Close of Escrow based upon the most recent ascertainable assessed values and tax rates and based upon the number of days Buyer and Seller will have owned the Real Property during such relevant tax year. Seller shall receive a credit for any Taxes paid by Seller and applicable to (a) any period after the Close of Escrow, and except as otherwise discharged through (b) any reserve account, period before the Purchaser shall pay before delinquency all real and personal property taxes, all general and special assessments, and all other charges Close of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof Escrow to the extent reimbursable as Operating Costs by existing tenants under the same Leases and not yet received from such tenants If, as of the Closing Date, Seller is protesting or has notified Buyer, in writing, that it has elected to protest any installments thereof are attributable Taxes for the Real Property, then Buyer agrees that Seller shall have the right (but not the obligation), after the Closing Date, to continue such protest. In such case, any Taxes paid by Buyer after the Closing Date with respect to the period following Real Property shall be paid under protest and Buyer shall promptly notify Seller of any payments of Taxes made by Buyer with respect to the Real Property. Buyer further agrees to cooperate with Seller and execute any documents requested by Seller in connection with such protest. As to the Real Property, any tax savings received (“Tax Refunds”) for the relevant tax year under any protest, whether filed by Seller or Buyer, shall be prorated between the parties based upon the number of days, if any, Seller and Buyer respectively owned the Real Property during such relevant tax year; if such protest was filed by a Seller, any payment of Tax Refunds to Buyer shall be net of any fees and expenses payable to any third party for processing such protest, including attorneys’ fees. Seller shall have the obligation to refund to any tenants in good standing as of the date of this contract. The prorated such Tax Refund, any portion of said taxessuch Tax Refund paid to Seller which may be owing to such tenants, assessments, and charges which are attributable payment shall be paid to any period prior Buyer within fifteen (15) business days of delivery to Seller by Buyer of written confirmation of such tenants’ entitlement to such Tax Refunds. Buyer shall have the obligation to refund to tenants in good standing as of the date of this contractsuch Tax Refund, excluding taxes for any portion of such period assessed because Tax Refund paid to it which may be owing to such tenants. Seller and Buyer agree to notify the other in writing of any receipt of a Tax Refund within fifteen (15) business days of receipt of such Tax Refund. To the reclassification extent either party obtains a Tax Refund, a portion of which is owed to the use other party, the receiving party shall deliver the Tax Refund to the other party within fifteen (15) business days of its receipt. If Buyer or Seller fail to pay such amount(s) to the other as and when due, such amount(s) shall bear interest from the date any such amount is due to Seller or Buyer, as applicable, until paid at the lesser of (a) twelve percent (12%) per annum and (b) the maximum amount permitted by law. The obligations set forth herein shall survive the Close of Escrow and Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsobligations set forth herein.

Taxes and Assessments. In addition to the payments herein above provided fora. So long as this Agreement shall remain in effect, and except as otherwise discharged through any reserve account, the Purchaser OPTIONEE shall pay before delinquency when due all real property taxes and all taxes assessed against its personal property taxesand improvements placed upon the Gold Dust Claims, all general and special assessmentsor any part thereof, and all other charges accruing after the effective date of whatsoever kind or nature this Agreement. Neither party shall be responsible for taxes levied or assessed by any lawful authority upon or against the Property other based upon production or income from the use thereof Gold Dust Claims. OPTIONEE shall at all times have the right, at its option and sole cost, to contest in courts or otherwise, either in its own name or in the extent name of Optionor, the validity or amount of any such taxes or assessments, or to take such other steps or proceedings as OPTIONEE may deem necessary to secure a cancellation, reduction, readjustment or equalization thereof, before OPTIONEE shall be required to pay the same. OPTIONEE shall upon request furnish to Optionor duplicate receipts of all such taxes or assessments when paid. It is agreed that should Optionor receive tax bills or claims which are the responsibility of OPTIONEE, the same shall be promptly forwarded to OPTIONEE for appropriate action and if not so forwarded OPTIONEE shall not be responsible for any delinquent payment charges or interest charges resulting from the late payment of such taxes. b. OPTIONEE shall have the right, at its option, to pay and discharge any unpaid rentals or royalties, liens, or encumbrances against the Gold Dust Claims or any installments thereof are attributable to the period following interest therein, which arises out of an obligation of Optionor in existence on the date of this contract. The prorated portion of said taxes, assessmentsAgreement, and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party OPTIONEE shall have the right right, at its option, to contest in good faith redeem the Gold Dust Claims from any foreclosure, judicial, sheriff's or tax sale caused by failure of Optionor or assessment which may have been their predecessors to pay any indebtedness secured by liens or is hereafter levied encumbrances against the Property or any portion thereof so long Gold Dust Claims. Any such payments made by OPTIONEE, which were caused by and determined to be the obligation of Optionor, may be credited against future production royalties, but not lease payments, due Optionor hereunder with the same effect as no portion of the Property is threatened with any tax forfeiture or sale as the result of if such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right payment were actually made directly to require tax reserve paymentsOptionor.

Taxes and Assessments. In addition (i) All real estate taxes and assessments on the Property payable during the tax fiscal year in which the Closing occurs (such period of time commencing July 1, 2015 through June 30, 2016, the “Current Tax Year”) shall be initially prorated at Closing through the Closing Date based upon the latest available tax information for the Current Tax Year (with Seller and Buyer each being responsible for a pro rata share of such taxes and assessments based upon the number of days in the Current Tax Year occurring before the Closing Date, in the case of Seller, and on and after the Closing Date, in the case of Buyer). If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Buyer being allocated the obligation to pay any installments due on and after the Closing Date). Upon the Closing Date, Buyer shall be responsible for real estate taxes and assessments on the Property payable on and following the Closing Date, including, without limitation, any unpaid taxes for the Current Tax Year and any other taxes and assessments payable to the payments herein above provided forgovernmental authorities in arrears on and after the Closing Date and Seller shall remain liable and shall pay not later than ten (10) days after receipt of the applicable taxing authority’s xxxx therefor (whether from Buyer or directly from the applicable taxing authority) any increase in taxes or assessments on the Property attributable to its period of ownership resulting from Seller’s acquisition of the Property. (ii) In no event shall Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property pursuant to this Agreement (and not from Seller’s acquisition) or from any improvements made or leases entered into at any time or for any reason. With respect to all periods for which Seller has paid taxes and assessments, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion, to settle the same, and except as otherwise discharged through with respect to any reserve accountperiod of time that overlaps with Buyer’s period of ownership and impacts Buyer’s liability for taxes and assessments for Buyer’s period of ownership, Buyer’s reasonable consent shall be required. Subject to any consent that may be required by Buyer in accordance with the Purchaser terms hereof, Seller shall pay before delinquency all real and personal property taxes, all general and special assessmentshave sole authority to control the progress of, and to make all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contractdecisions with respect to, such proceedings. The prorated portion of said taxes, assessments, All tax refunds and charges which are credits attributable to any period prior to the date Closing Date which Seller has paid or for which Seller has given a credit to Buyer shall belong to and be the property of this contract, excluding taxes for such period assessed because Seller regardless of the reclassification of the use of the Property when received by the Purchaser Seller or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessmentsBuyer, and charges are required Buyer shall promptly pay the same to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do soSeller upon receipt thereof, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account that any such refunds and credits that are the property of tenants under Tenant Leases shall, be paid to Buyer to for the credit of such tenants. Seller shall have no liability to such tenants or otherwise upon such payment to Buyer. Buyer agrees to reasonably cooperate with Seller in connection with the prosecution of any such proceedings and to take all reasonable steps, whether before or after the Closing Date, as may be commingled with any insurance reserve account under this contract. The provisions necessary to carry out the intention of this paragraph subsection, including the delivery to the contrary notwithstandingSeller, either party shall have the right to contest upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result payment of such contest. So long as such contest is pursued in good faithtaxes, the nonpayment execution of any and all consent or other documents, and the amounts in dispute undertaking of any acts reasonably necessary for the collection of such refund by Seller. All tax refunds and credits attributable to any period from and after the Closing Date shall not constitute a default under this contract or afford belong to and be the Seller the right to require tax reserve paymentsproperty of Buyer.

Taxes and Assessments. In addition to (a) Tenant shall at all times during the payments herein above provided forTerm, and except as otherwise discharged through any reserve accountadditional rent, the Purchaser shall pay before delinquency all real estate taxes and personal property any and all special assessments and all other charges levied upon or against the leased premises or any interest therein, which become payable during the term hereof, including any tax, assessment or charge that now or hereafter may be levied, assessed or imposed upon Lessor or the leased premises based upon or arising out of its leasing, use or operation of the leased premises. Tenant shall also pay all taxes, assessments, utility and other charges which Lessor is obligated to pay under SUBSECTION 6.3 of the Agreement and shall be entitled to exercise Lessor's rights under that SUBSECTION. Tenant's obligation to pay taxes, special assessments and other charges shall be contingent upon and subject to the following provisions and conditions: (1) Tenant may take the benefit of the provisions of any statute or ordinance permitting any special assessment to be paid over a period of time, and Tenant shall be obligated to pay only the installments of such special assessments as shall become due and payable during the term hereof. (2) Tenant shall pay only its pro rata share of taxes, special assessments (or instruments thereof), other charges which become due and payable during the years in which the term of this Lease commences and ceases, such pro rata share to be calculated by multiplying the amount due and payable by the ratio which the number of months of the term of this Lease occurring during the then current tax year bears to the entire number of months in that tax year. (b) Nothing herein contained shall be construed to require Tenant to pay any franchise or income tax assessed against Lessor or to require Tenant to pay any tax upon the sale, transfer or assignment of the title or estate of Lessor in the leased premises, except with respect to the instruments referred to in CLAUSE (D) of SECTION 2 hereof. (c) Tenant may, at its expense and in its own name, or in the name of Lessor, or in both names, as may be necessary, in good faith, contest any such taxes, assessments and other charges to the same extent as Lessor shall be entitled to contest the same under SUBSECTION 6.3 of the Agreement. Notwithstanding the other provisions of this SUBSECTION 6(B), Lessor, the Authority or the Trustee may require that Tenant deposit with Lessor, or with the Authority or the Trustee as security an amount sufficient in the sole judgment of Lessor to pay any such tax, assessment or other charge, and all general interest and special assessmentspenalties in connection therewith, and all other charges of whatsoever kind amounts which are or nature levied might become a charge or assessed by lien on the leased premises or any lawful authority upon or against part thereof in any such proceedings. At any time Lessor, the Property Authority or the use thereof Trustee shall deem the money so deposited to be insufficient security, Tenant shall, upon demand, deposit with Lessor, the Authority or the Trustee such additional moneys as in the judgment of Lessor shall be sufficient to pay all such items. Upon conclusion of the proceedings or at such other times as Lessor, the Authority or the Trustee shall direct, the moneys so deposited shall be applied to the extent the same payment of such tax, assessment, charge or any installments thereof are attributable lien, and to the period following the date of this contract. The prorated portion of said taxes, assessmentsinterest and penalties in connection therewith, and any charges which are attributable to any period prior to accruing in such proceedings, and the date of this contractbalance, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaserif any, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure Tenant if Tenant is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract Lease. In the event money deposited hereunder shall be insufficient for such payments, Tenant shall forthwith pay over to or afford at the Seller direction of Lessor, the right to require tax reserve Authority or the Trustee the balance required for such payments. (d) All refunds received as a result of the overpayment of, and all funds received as a result of a rebate of any tax, special assessment or other charge or deriving from any proceeding contesting the validity of such tax, special assessment or other charge, to the extent attributable to items paid by Tenant, shall belong to Tenant. (e) Tenant, the Authority or the Trustee shall furnish to Lessor, within 45 days after the date when any tax, special assessment or other charge is payable, copies of the official receipts or other proof satisfactory to Lessor, the Authority or the Trustee, evidencing payment thereof.

Taxes and Assessments. In addition Subject to the payments herein above provided forprovisions of Section 14.01 hereof (concerning "Permitted Contests"), Tenant covenants and except as otherwise discharged through any reserve account, the Purchaser shall agrees to discharge and pay before delinquency all real the same become delinquent and personal property taxesbefore any fine, all general and special assessmentspenalty, or interest may be added for nonpayment, any and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessments, license or permit fees, special district or community improvement district assessments, excises, imposts and charges of every nature and classification (all or any one of which are attributable hereinafter referred to as "Taxes") that at any time during the Term (and during any period prior to the date of this contract, excluding taxes for such period assessed because commencement of the reclassification Term after possession of the use Premises has been tendered by Landlord to Tenant) are levied, assessed, charged or imposed upon Landlord's fee simple and/or reversionary interest in the Premises, the Premises themselves, the Improvements, this Lease, the leasehold estate of the Property Tenant created hereby or any Rent or Additional Rent reserved or payable hereunder (including any gross receipts or other taxes levied upon, assessed against or measured by the Purchaser Rent or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so heldAdditional Rent); provided, however, Tenant shall not be obligated to pay any municipal, state or federal income tax imposed on Landlord, and Tenant shall not be obligated to pay any amounts levied upon Landlord as a franchise, estate, gift, inheritance, succession or capital levy tax. In addition to any other amounts to be paid by Tenant pursuant to the terms of the Lease, Tenant acknowledges that Tenant shall be required to pay the State of Florida sales and use tax which is measured by the Rent payable by Tenant under this account Lease on a monthly basis, which amount shall be reimbursed by Tenant to Landlord on a monthly basis with payments of Rent and Landlord shall thereupon remit the same to the State of Florida. Landlord will determine the amount of such tax which is payable by Xxxxxx and will advise Tenant in writing of the same during the Lease Term, as the same may be commingled with adjusted from time to time as such tax is imposed by the State of Florida. Notwithstanding the foregoing to the contrary, if at any insurance reserve account time after the execution of this Lease the methods of taxation prevailing at the execution of this Lease shall be altered so that any imposition, which at the date hereof or during the Term is or shall be levied, assessed or imposed on real estate and the improvements thereon, is thereafter levied, assessed or imposed wholly or partially on the rents received from real estate or the improvements thereon, or as a tax assessment, levy or license fee (regardless of the form and regardless of the taxing authority) upon Landlord measured by Rent payable under this contractLease, then all such substitute or additional taxes, assessments, levies or license fees shall be deemed to be included within the meaning of the term "Taxes" for purposes hereof. The provisions Tenant's obligations to discharge and pay such Taxes shall commence on the date Landlord tenders possession of this paragraph the Premises for construction of Improvements. Landlord shall use reasonable efforts to obtain from the taxing authorities a separate tax parcel assessment for the Premises (and Improvements located thereon) and to cause Tenant to be named as the party to whom all such bills and assessments should be sent. If such separate assessment shall be obtained, Tenant shall pay the Taxes directly to the contrary notwithstandingtaxing authority. If such separate assessment shall not be obtained, either party the valuation placed on the Premises and the Improvements by the applicable taxing authority shall have be used as the right to contest in good faith any tax or assessment which may have been or appropriate standard for determining the Taxes payable by Tenant. If this valuation is hereafter levied against the Property or any portion thereof so long as no portion not available, Tenant shall pay a share of the Property Taxes included in Landlord's tax bill, which share shall be determined in a fair and equitable manner, giving consideration to the value of the various improvements on the real property covered by such tax bill. If the Premises are not separately assessed, Landlord shall notify Tenant of Tenant's proportionate share of the Taxes and will furnish Tenant with a copy of the tax bill within fifteen (15) days after receipt by Landlord thereof. Tenant shall pay its share of the Taxes as set forth above to Landlord not later than ten (10) days before the taxing authority's delinquency date or ten (10) days after receipt of a bill from Landlord, whichever is threatened with any tax forfeiture later. In no event shall Tenant be liable for interest or sale as penalties for Landlord's failure to pay the result Taxes prior to delinquency, unless Tenant fails to timely pay its share of such contest. So long Taxes as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsprovided above.

Taxes and Assessments. In addition Real estate taxes and assessments imposed by any governmental authority (“Taxes”) with respect to the payments herein above provided forReal Properties for the relevant tax year in which such Real Property is being sold and that are not yet due and payable or that have not yet been paid and that are not (and will not be) reimbursable by tenants under the Leases (or under leases entered into after the Close of Escrow for vacant space existing at the Close of Escrow) as Operating Costs shall be prorated as of the Close of Escrow based upon the most recent ascertainable assessed values and tax rates and based upon the number of days Buyer and Seller will have owned the applicable Real Property during such relevant tax year. Seller shall receive a credit for any Taxes paid by Seller and applicable to (a) any period after the Close of Escrow, and except as otherwise discharged through (b) any reserve account, period before the Purchaser shall pay before delinquency all real and personal property taxes, all general and special assessments, and all other charges Close of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof Escrow to the extent reimbursable as Operating Costs by (i) existing tenants under the same Leases and not yet received from such tenants, or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to any period prior to the date of this contract, excluding taxes for (ii) future tenants ACTIVE 31157768v21 ‑17‑ that may execute leases covering space in such period assessed because Real Property that is vacant as of the reclassification Close of Escrow. If, as of the use Closing Date, Seller is protesting or has notified Buyer, in writing, that it has elected to protest any Taxes for any Real Property, then Buyer agrees that Seller shall have the right (but not the obligation), after the Closing Date, to continue such protest. In such case, any Taxes paid by Buyer after the Closing Date with respect to such Real Property shall be paid under protest and Buyer shall promptly notify Seller of any payments of Taxes made by Buyer with respect to such Real Property. Buyer further agrees to cooperate with Seller and execute any documents requested by Seller in connection with such protest. As to each Real Property, any tax savings received (“Tax Refunds”) for the Property relevant tax year under any protest, whether filed by the Purchaser Seller or any successors of the PurchaserBuyer, shall be paid before delinquency by prorated between the Seller. Said periods shall be determined by reference to parties based upon the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term number of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereondays, if any, being added Seller and Buyer respectively owned the Real Property during such relevant tax year; if such protest was filed by a Seller, any payment of Tax Refunds to the sums so held; providedBuyer shall be net of any fees and expenses payable to any third party for processing such protest, however, this account may be commingled with any insurance reserve account under this contractincluding attorneys’ fees. The provisions of this paragraph to the contrary notwithstanding, either party Seller shall have the right obligation to contest refund to any tenants in good faith standing as of the date of such Tax Refund, any tax or assessment portion of such Tax Refund paid to Seller which may be owing to such tenants, which payment shall be paid to Buyer within fifteen (15) business days of delivery to Seller by Buyer of written confirmation of such tenants’ entitlement to such Tax Refunds. Buyer shall have been or is hereafter levied against the Property or obligation to refund to tenants in good standing as of the date of such Tax Refund, any portion thereof so long as no of such Tax Refund paid to it which may be owing to such tenants. Seller and Buyer agree to notify the other in writing of any receipt of a Tax Refund within fifteen (15) business days of receipt of such Tax Refund. To the extent either party obtains a Tax Refund, a portion of which is owed to the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faithother party, the nonpayment receiving party shall deliver the Tax Refund to the other party within fifteen (15) business days of its receipt. If Buyer or Seller fail to pay such amount(s) to the other as and when due, such amount(s) shall bear interest from the date any such amount is due to Seller or Buyer, as applicable, until paid at the lesser of (a) twelve percent (12%) per annum and (b) the maximum amount permitted by law. The obligations set forth herein shall survive the Close of Escrow and Buyer agrees that, as a condition to the transfer of the amounts in dispute shall not constitute a default under this contract or afford any Property by Buyer, Buyer will cause any transferee to assume the Seller the right to require tax reserve paymentsobligations set forth herein.

Taxes and Assessments. In addition to the payments herein above provided for, and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency all real (a) Real and personal property taxes, taxes and assessments on the Property (including but not limited to all general and special assessments, and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, also called “ad valorem” taxes and general and special assessments including improvement, bonded and so called “betterment” assessments) shall be prorated as of the Close of Escrow based on the latest available tax information. It is agreed that, as between Buyer and charges which are attributable Seller, any supplemental real property taxes arising as a result of the transfer of the Real Property shall be the sole responsibility of Buyer and any supplemental real property taxes allocable by the taxing authority to any period prior to the date Close of this contract, excluding Escrow shall be the sole responsibility of Seller. The proration shall be based on a three hundred sixty-five (365) day year. (b) In no event shall Seller be charged with or responsible for any increase in real or personal property taxes for such period assessed because of resulting from the reclassification of the use sale of the Property by to Buyer or from any improvements made or entered into after the Purchaser Close of Escrow. (c) Any refunds of real or personal property taxes made after the Close of Escrow shall be held in trust and shall first be applied to the unreimbursed third-party costs incurred in obtaining the refund, then paid to any successors of lessees who are entitled to the Purchasersame and the balance, if any, shall be paid before delinquency by to Seller (for the Seller. Said periods shall be determined by reference period prior to the year in which the taxes, assessments, Close of Escrow) and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, Buyer (for the remaining term period commencing on and after the Close of this contract, require Escrow). (d) If any proceeding to determine the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge assessed value of the Real Property or the real or personal property taxes and assessments next due, said estimates payable with respect to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed has been commenced before the date hereof and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery continuing as of the Seller's deed to the Purchaser. The Close of Escrow, Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds authorized to continue to prosecute such proceeding and shall be maintained entitled to any abatement proceeds therefrom allocable to any period before the Close of Escrow. Buyer agrees to cooperate with Seller and to execute any and all documents reasonably requested by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion furtherance of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsforegoing.

Taxes and Assessments. In addition Lessee covenants to pay and discharge punctually as and when the same shall become due and payable without penalty, all real estate taxes, water charges and governmental impositions and charges in the nature of real estate taxes of every kind and description, and each and every installment thereof, which, during the Lease Term, are charged, levied, etc. for or upon, or become due and payable with respect to or become liens upon, the Premises and each and every part thereof, or any tax levied, assessed or imposed instead of and in lieu of the foregoing, together with interest and penalties thereon, pursuant to present or future law, rules, regulation, etc. of all governmental authorities. Lessee shall make payment of such real estate taxes to Lessor within thirty (30) days after the presentation by the Lessor to the payments herein above provided forLessee of a copy of the relevant bill xxxdered to the Lessor. Lessee shall have the right, at its own cost and except as otherwise discharged through expense after giving prior written notice of its intention so to do to Lessor and after depositing with Lessor security which is adequate in Lessor's judgment to pay amounts which may finally be adjudged to be due from Lessor on account of real estate tax relief proceedings, to initiate and prosecute any reserve account, proceedings permitted by law for the Purchaser shall pay before delinquency all purpose of obtaining abatement or reduction of any real and personal property taxes, all general and special assessments, and all other charges of whatsoever kind or nature levied or estate taxes assessed by any lawful authority upon or against the Property Premises so long as Lessee's occupancy or the use thereof Lessor's title to the extent the same Premises will not be disturbed or any installments thereof are attributable to the period following the date of this contractthreatened thereby. The prorated portion of said taxes, assessments, and charges which are attributable With respect to any fiscal period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser taxing authority entirely or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year partially included in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contractLease, if required by law, Lessee may take such action in the Seller mayname of the Lessor, for the remaining term of this contractwho shall cooperate with Lessee to such extent Lessee may reasonably require, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against end that such liabilities shall proceedings may be returned brought to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so heldsuccessful conclusion; provided, however, this account may be commingled that Lessee, upon making any request for assistance or cooperation by Lessor, shall indemnify and save Lessor harmless from all loss, costs, expenses or charges with any insurance reserve account under this contractrespect to such proceedings. The provisions of this paragraph Any reduction or abatement effected by such proceedings shall accrue to the contrary notwithstandingbenefit of Lessee and Lessor as their respective interests may appear according to their respective contributions to the taxes involved in any such proceedings and in the event any such taxes are abated or reduced, either party the expenses incurred in connection therewith (but not the amount of any costs, interest charges or penalties relating to untimely payment of any real estate taxes which shall, notwithstanding such respective contributions be borne entirely by Lessee) shall have be borne between Lessor and Lessee in proportion to the right to contest in good faith benefit obtained respectively by reason of such reduction or abatement. In any tax event, Lessee expressly agrees that it will, forthwith after a final determination of any proceedings initiated for the purpose of securing an abatement or assessment reduction of real estate taxes, as aforesaid, pay the amount of any charges which may have been the subject of such proceedings, together with any interest and penalties, and costs and charges which may be payable in connection therewith. Lessee shall pay all taxes which may be lawfully charged, assessed or is hereafter imposed upon the personal property (fixtures and equipment) located upon the Premises, and Lessee shall pay all license fees which may be lawfully imposed upon the business of Lessee conducted upon the Premises. Except as aforesaid, if Lessee fails to pay any taxes, assessments or other governmental charges levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale Premises as the result become due, Lessor shall have the right, in addition to any other remedies available to Lessor, to pay such taxes, assessments or other governmental charges levied against the Premises as they become due, and the amount so paid or expended shall be immediately due from Lessee to Lessor upon demand, as additional rent. Lessee shall provide Lawrxxxx Xxxings Bank with copies of such contest. So long all paid tax bills or other written evidence of payment as such contest is pursued in good faith, and when payments are made to the nonpayment City of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsLawrxxxx xx reasonably requested by Lawrxxxx Xxxings Bank.

Taxes and Assessments. In addition Real estate taxes and assessments imposed by any governmental authority (“Taxes”) with respect to the payments herein above provided for, and except as otherwise discharged through any reserve account, Real Property for the Purchaser shall pay before delinquency all real and personal property taxes, all general and special assessments, and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the relevant tax year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes is being sold and that are not yet due and payable or assessments that have not yet been paid and such failure is that are not rectified within 15 (and will not be) reimbursable or payable directly by tenants under the Leases (or under leases entered into after the Close of Escrow for vacant space existing at the Close of Escrow) as Operating Costs shall be prorated as of the Close of Escrow based upon the most recent ascertainable assessed values and tax rates and based upon the number of days following Seller's written demand to do so, Buyer and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge will have owned the Real Property taxes during such relevant tax year. Seller shall receive a credit for any Taxes paid by Seller and assessments next dueapplicable to (a) any period after the Close of Escrow, said estimates and (b) any period before the Close of Escrow to be adjusted the extent reimbursable as Operating Costs by (i) existing tenants under the Seller to reflect the actual amount of Leases and not yet received from such liabilities each time tenants, or (ii) future tenants that may execute leases covering space in the Real Property that is reassessed and a copy vacant as of the Close of Escrow. If, as of the Closing Date, Seller is protesting or has notified Buyer, in writing, that it has elected to protest any Taxes for the Real Property, then Buyer agrees that Seller shall have the right (but not the obligation), after the Closing Date, to continue such reassessment is given protest. In such case, any Taxes paid by Buyer after the Closing Date with respect to the Seller. The amounts so paid which have not been applied against such liabilities Real Property shall be returned paid under protest and Buyer shall promptly notify Seller of any payments of Taxes made by Buyer with respect to the Purchaser Real Property. Buyer further agrees to reasonably cooperate with the delivery of the Seller's deed Seller and execute any documents reasonably required by Seller in connection with such protest. As to the Purchaser. The Real Property, any tax savings received (“Tax Refunds”) for the relevant tax year under any protest, whether filed by Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection accountBuyer, said funds shall be maintained by prorated between the Seller in a segregated account and expended for no other purpose, with interest earned thereonparties based upon the number of days, if any, being added Seller and Buyer respectively owned the Real Property during such relevant tax year; and any payment of Tax Refunds to the sums so held; providedBuyer or Seller shall be net of any fees and expenses payable to any third party for processing such protest, however, this account may be commingled with any insurance reserve account under this contractincluding attorneys’ fees. The provisions of this paragraph to the contrary notwithstanding, either party Seller shall have the right obligation to contest refund to any tenants in good faith standing as of the date of such Tax Refund, any tax or assessment portion of such Tax Refund paid to Seller which may be owing to such tenants, which payment shall be paid to Buyer within fifteen (15) business days of delivery to Seller by Buyer of written confirmation of such tenants’ entitlement to such Tax Refunds. Buyer shall have been or is hereafter levied against the Property or obligation to refund to tenants in good standing as of the date of such Tax Refund, any portion thereof so long as no of such Tax Refund paid to it which may be owing to such tenants. Seller and Buyer agree to notify the other in writing of any receipt of a Tax Refund within fifteen (15) business days of receipt of such Tax Refund. To the extent either party obtains a Tax Refund, a portion of which is owed to the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faithother party, the nonpayment receiving party shall deliver the Tax Refund to the other party within fifteen (15) business days of its receipt. If Buyer or Seller fail to pay such amount(s) to the amounts in dispute other as and when due, such amount(s) shall not constitute a default under this contract bear interest from the date any such amount is due to Seller or afford Buyer, as applicable, until paid at the Seller lesser of (a) twelve percent (12%) per annum and (b) the right to require tax reserve paymentsmaximum amount permitted by law. The obligations set forth herein shall survive the Close of Escrow.

Taxes and Assessments. In addition to the payments herein above provided for, and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency all All non-delinquent real and personal property taxes, assessments and other governmental impositions of any kind or nature, including, without limitation, any special assessments or similar charges (collectively, “Taxes”), which relate to the tax year within which the Closing occurs based upon the actual number of days in the tax year. Seller shall be responsible for all general and special assessmentsTaxes assessed with respect to periods prior to Closing, and Buyer shall be responsible for all other charges Taxes assessed with respect to periods from and after Closing. With respect to any portion of whatsoever kind or nature levied or assessed the Taxes which are payable by any lawful authority Tenant directly to the authorities, no proration or adjustment shall be made. The proration for Taxes shall be based upon the most recently issued tax bxxx for the Property, and shall be calculated based upon the maximum early payment discount available. Upon the Closing, Buyer shall be responsible for real estate taxes and assessments on the Property payable from and after the Closing. In no event shall Seller be charged with or against be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into after the use thereof Closing. With respect to all periods for which Seller has paid Taxes, Seller hereby reserves the extent right to institute or continue any proceeding or proceedings for the same or any installments thereof are attributable reduction of the assessed valuation of the Property, and, in its sole discretion, to settle the period following same. Seller shall have sole authority to control the date of this contract. The prorated portion of said taxes, assessmentsprogress of, and charges which are to make all decisions with respect to, such proceedings but shall provide Buyer with copies of all communications with the taxing authorities. All net tax refunds and credits attributable to any period prior to the date Closing which Seller has paid or for which Seller has given a credit to Buyer shall belong to and be the [FINAL EXECUTION COPY] property of Seller, provided, however, that any such refunds and credits that are the property of Tenants under Leases shall be promptly remitted by Seller directly to such Tenants or to Buyer for the credit of such Tenants. All net tax refunds and credits attributable to any period subsequent to the Closing shall belong to and be the property of Buyer. Buyer agrees to reasonably cooperate with Seller in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing, as may be necessary to carry out the intention of this contractsubparagraph, excluding taxes including the delivery to Seller, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such period assessed because of refund by Seller. Buyer agrees that, as a condition to the reclassification of the use transfer of the Property by Buyer, Buyer will cause any transferee to assume the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Sellerobligations set forth herein. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall Tax records need not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentskept longer than seven years.

Taxes and Assessments. In addition The Mortgagor shall pay or cause to be paid, not later than the last day upon which payment may be made without penalty or interest, all Impositions, whether or not assessed against the Mortgagor or the Mortgagee whether or not assessed pursuant to the payments herein above provided for, and except as otherwise discharged through any reserve account, the Purchaser shall pay authority adopted before delinquency all real and personal property taxes, all general and special assessments, and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following after the date of this contractMortgage, if applicable or related in any way to the Mortgaged Property, any interest in the Mortgaged Property of the Mortgagor or the Mortgagee or the debt, obligations or performance secured hereby, or the disbursement or application of the proceeds therefrom excluding, however, any income or corporation excise tax of the Mortgagee. If, at any time, the Mortgagee does not require the escrow of payments for the Impositions, the Mortgagor shall furnish to the Mortgagee receipted real estate tax bills for the Mortgaged Property not later than ten (10) days after the date from which any interest or penalty would accrue for non-payment thereof unless such Imposition is being challenged, in good faith by Mortgagor. The prorated portion Mortgagor shall also furnish to the Mortgagee evidence and payment of said taxesall other Impositions within fifteen (15) days after written request therefor by the Mortgagee. If the Mortgagor is not permitted by applicable law to pay any Imposition or the payment of such Imposition would violate any usury law applicable to the transaction contemplated hereby and by the other Loan Documents, assessmentsthen, at the option of the Mortgagee, the Indebtedness and other charges outstanding under the Loan Documents shall become due and payable on the date specified by written notice given by the Mortgagee to the Mortgagor, which are attributable to any period prior to date shall be at least thirty (30) days after the date of this contractsuch notice. If requested by the Mortgagee, excluding taxes for the Mortgagor shall pay to the Mortgagee monthly, on the first day of each month, a sum reasonably determined by the Mortgagee to be sufficient to provide in the aggregate a fund adequate to pay each Imposition at least thirty (30) days before it becomes delinquent, and, in addition, shall pay to the Mortgagee, on demand, any balance necessary to pay in full each Imposition at least ten (10) days before the date on which it becomes due and payable. If such period assessed because request is made by Mortgagee, such sums must be applied by the Mortgagee to the payment of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, Impositions. The Mortgagor shall be paid before delinquency by the Seller. Said periods shall be determined by reference furnish to the year in which the taxes, assessments, and charges are required Mortgagee all original bills relating to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated any Impositions promptly uponrequest by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the SellerMortgagee. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party Mortgagor shall have the right right, after giving written notice to the Mortgagee and subject to the conditions stated below, to contest by appropriate legal proceedings the amount or validity of any Imposition. In no event shall the Mortgagor be entitled to delay payment of any Imposition if the delay in good faith payment would subject any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Mortgaged Property is threatened to possible foreclosure or, in any event, unless the Mortgagor deposits with any tax forfeiture the Mortgagee a sum of money or sale such other security as the Mortgagee deems reasonable to cover the amount of any such Imposition plus any interest or penalty that may become due as a result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve payments.

Taxes and Assessments. In addition “Taxes” refers to the payments herein above provided for, general property taxes and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency all real and personal property taxes, all general and special assessments, and all other charges assessments that are or will be assessed against any tax parcel that includes any part of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or for the use thereof calendar year in which the closing occurs and any prior year to the extent unpaid as of the same or any installments thereof are attributable to the period following the date time of this contractclosing. The Taxes shall be prorated portion of said taxes, assessments, and charges which are attributable to any period prior on a calendar year basis to the date of this contractclosing with Buyer assuming the Taxes attributed to the period after closing to the extent attributed to the Property. To the extent ascertainable and payable at the time of closing, excluding taxes for such period assessed because Seller’s share of the reclassification Taxes shall be withheld from Seller’s proceeds at closing and paid by the closing agent directly to the county treasurer. For purposes of this Section, the amount of any Taxes that are not ascertainable and payable at the time of closing shall be estimated based on the amount last billed for a calendar year (“Estimated Taxes”). Seller’s share of the use of Estimated Taxes, to the Property by extent attributed to the Purchaser or any successors of the PurchaserProperty, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied via credit against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so helddue from Buyer at closing; provided, however, if this account sale involves a tax parcel split, Seller may elect to have the Estimated Taxes paid pursuant to an escrow arrangement approved by Seller. If Seller so elects then, in lieu of a credit to Buyer at closing, the closing agent shall collect from Seller and Buyer at closing their respective shares of the Estimated Taxes, to be commingled with held in escrow and applied towards payment of the Taxes when billed after closing. In any insurance reserve account under this contract. The provisions of this paragraph event, Buyer shall then pay all Taxes when billed after closing (to the contrary notwithstanding, either party shall have the right extent attributed to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property and to the extent not paid via escrow) and any shortage or surplus with respect to the estimated amount credited or paid by Seller at closing shall be paid or retained by or refunded to Buyer (to the extent attributed to the Property). If this sale involves a tax parcel split, the extent to which any portion thereof so long as no portion Taxes are attributed to the Property shall be based on a split calculation provided by the appropriate property tax official or, if an official split calculation is not available, based on an estimated split calculation using available assessment data. If the billing of any Taxes after closing includes portions attributed to the Property and other real estate, Buyer shall cooperate with the owner(s) of such other real estate to facilitate timely payment of the Property is threatened with any tax forfeiture or sale as balance due and Buyer shall pay the result of such contest. So long as such contest is pursued in good faith, portion attributed to the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsProperty.

Taxes and Assessments. In addition to the payments herein above provided for, and except as otherwise discharged through any reserve account, the Purchaser Borrower shall pay before delinquency all real and personal property taxes, all general levies, charges and special assessmentsassessments against or affecting the Property including, and all other charges of whatsoever kind or nature levied or assessed but not limited, to assessments on appurtenant water stock, imposed by any lawful public or quasi-public authority upon or against utility company which are (or if not paid, may become) a lien on all or part of the Property or any interest in it, or which may cause any decrease in the use thereof to value of the extent Property or any part of it, as the same become due and payable, and, upon request by Lender, Borrower shall deliver to Lender such evidence of the payment thereof as Lender may require. If Borrower fails to do so, Lender may pay them, together with all costs and penalties thereon, at Borrower's expense; provided however, that Borrower may in good faith, in lieu of paying such taxes and assessments as they become due and payable, by appropriate proceedings, contest their validity. Pending such contest, Borrower shall not be deemed in default under this Instrument because of such nonpayment if: (a) prior to delinquency of the asserted tax or any installments thereof are attributable assessment, Borrower furnishes Lender an indemnity bond secured by a deposit in cash or other security acceptable to Lender, or with a surety acceptable to Lender, in the period following amount of the date of this contract. The prorated portion of said taxestax or assessment being contested by Borrower plus a reasonable additional sum to pay all costs, assessmentsinterest, and charges which are attributable penalties that may be imposed or incurred in connection therewith, conditioned that such tax or assessment, with interest, cost and penalties, be paid as herein stipulated; and (b) Borrower promptly pays an amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, before the judgment becomes final. In any period event, the tax, assessment, penalties, interest, and costs shall be paid prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser on which any writ or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in order is issued under which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion part of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued may be sold in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentssatisfaction thereof.

Taxes and Assessments. In 4.01 The Lessee covenants that it will pay all taxes or assessments in connection with the leased premises, if any, which my be levied or assessed upon the Authority or upon the Lessee or upon the property under this Lease when the same shall become due, provided, however, that the Lessee shall not be required to pay nay such taxes or assessments so long as the Lessee in good faith contests the same. 4.02 The Lessee has entered into this Lease in contemplation that under the laws of the State of Georgia, the leased premises and all parts thereof which are owned by the Authority on January first of each year and this Lease are not subject to ad valorem taxes for that year. Authority covenants that it will not part with fee simple title to the leased premises or any part thereof (except with the Lessee's written consent) during the primary terms hereunder and that it will not take any action that may reasonably be construed as tending to cause or induce a levy or assessment of the ad valorem taxes on the Project or any part thereof or on this Lease, and should any such levy or assessment be threatened or occur, the Authority shall, at the Lessee's request, cooperate fully with the Lessee in all reasonable and lawful ways to prevent or contest any such levy or assessment. 4.03 Except as set forth below in Paragraph 4.05, during such time as the leased real property is not subject to ad valorem taxes, and in addition to the payments herein above provided forsums required in the other terms of this lease, and except as otherwise discharged through any reserve accountfor each year that the Lease is in effect, Lessee agrees to pay to Authority a portion of the Purchaser amount of taxes that would have been assessed against the property for that year if the property were subject to ad valorem taxes. For the 1994 tax year Lessee shall pay before delinquency all real and personal property taxes, all general and special assessments, and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because Authority 1/15 of the reclassification 1994 tax amount. For the 1995 tax year Lessee shall pay to Authority 2/15 of the use of 1995 tax amount. For each year thereafter the Property by the Purchaser or any successors of the Purchaser, shall amount to be paid before delinquency by the Seller. Said periods Lessee pursuant to this subparagraph 4.03 shall be determined by reference adding 1/15 to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, fraction used for the remaining term of previous year to determine payments pursuant to this contractparagraph, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated multiplied by the Seller taxes that would have been assessed against the property for that year if it were subject to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so heldad valorem taxes; provided, however, that the sums to be paid pursuant to this account may subparagraph 4.03 in any year shall never exceed 100% of the tax amount for that year. 4.04 Except as set forth below in Paragraph 4.05, during such time as the leased equipment is not subject to ad valorem taxes, in addition to the sums required to be commingled with any insurance reserve account paid under this contract. The provisions the other terms of this paragraph Lease, for each year that the Lease is in effect, Lessee agrees to the contrary notwithstandingpay to Authority, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no a portion of the Property is threatened with any amount of taxes that would have been assessed against the property if it were subject to ad valorem taxes. For the 1994 tax forfeiture or sale as year Lessee shall pay to Authority 1/10 of the result 1994 tax amount. For the 1995 tax year Lessee shall pay to Authority 2/10 of such contestthe 1995 tax amount. So long as such contest is pursued in good faithFor each tax year thereafter, the nonpayment sums to be paid by Lessee pursuant to the terms of this subparagraph 4.04 shall be determined by adding 1/10 to the fraction used for the previous year to determine the payments pursuant to this paragraph, multiplied by the taxes that would have been assessed against the property for that year if it were subject to ad valorem taxes; provided, however, that the sums to be paid pursuant to this subparagraph 4.04 in any year shall never exceed 100% of the amounts tax amount for that year. A. For the years 1994, 1995 and 1996, Lessee shall make payments in dispute lieu of taxes as set forth in Paragraph 4.03 and 4.04 of this Article IV. B. The parties are entering into this Lease and the related transactions with the expectation that it will lead to job growth and payroll growth above Lessee's 1993 employment and payroll levels. Lessee's 1993 employment is 290 employees and its 1993 payroll is $6,600,000.00. Lessee represents that (1) it expects to increase its 1993 employment by 75 employees, or from 290 to 365 and (2) further expects to increase its 1993 payroll by $1,125,000.00 or from $6,600,000.00 to $7,725,000.00. For years beginning in 1997 and throughout the remaining term of the lease, the parties shall not constitute a default under this contract or afford review the Seller actual average payroll increase and number of jobs increase and determine payments in lieu of taxes as set forth below. C. 1. To determine the right to require tax reserve paymentspayment in lieu of taxes for 1997 and subsequent years the parties shall use the following procedure: a. Determine the average number of employees (as limited below) employed by Lessee during the years 1994, 1995 and 1996. b. From that number subtract the number 290. c. The resulting number shall be the numerator of Fraction One and the denominator shall be the number 75. a. In like manner determine the average payroll of Lessee during the years 1994, 1995 and 1996 (as limited below). b. From that average subtract $6,600,000.00. c. Such number shall be the numerator of Fraction Two and the denominator shall be $1,125,000.00.

Taxes and Assessments. In addition to the payments herein above provided for, and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency all All non-delinquent real and personal property taxes, all general assessments and special assessments, and all other charges governmental impositions of whatsoever any kind or nature levied nature, including, without limitation, any special assessments or assessed similar charges (collectively, “Taxes”), which relate to the tax year within which the Closing occurs based upon the actual number of days in the tax year. With respect to any portion of the Taxes which are payable by any lawful authority Tenant directly to the authorities, no proration or adjustment shall be made. The proration for Taxes shall be based upon the most recently issued tax xxxx for the Property. If the most recent tax xxxx is not for the current tax year, then the parties shall reprorate within thirty (30) days of the receipt of the tax xxxx for the current tax year. Upon the Close of Escrow and subject to the adjustment provided above, Buyer shall be responsible for real estate taxes and assessments on the Property payable from and after the Close of Escrow. In no event shall Seller be charged with or against be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into after the use thereof Close of Escrow. With respect to all periods for which Seller has paid Taxes, Seller hereby reserves the extent right to institute or continue any proceeding or proceedings for the same or any installments thereof are attributable reduction of the assessed valuation of the Property, and, in its sole discretion, to settle the period following same. Seller shall have sole authority to control the date of this contract. The prorated portion of said taxes, assessmentsprogress of, and charges which are to make all decisions with respect to, such proceedings but shall provide Buyer with copies of all communications with the taxing authorities. All net tax refunds and credits attributable to any period prior to the date Close of Escrow which Seller has paid or for which Seller has given a credit to Buyer shall belong to and be the property of Seller, provided, however, that any such refunds and credits that are the property of Tenants under Leases shall be promptly remitted by Seller directly to such Tenants or to Buyer for the credit of such Tenants. All net tax refunds and credits attributable to any period subsequent to the Close of Escrow shall belong to and be the property of Buyer. Buyer agrees to cooperate with Seller in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Close of Escrow, as may be necessary to carry out the intention of this contractsubsection, excluding taxes including the delivery to Seller, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such period assessed because of refund by Seller. Buyer agrees that, as a condition to the reclassification of the use transfer of the Property by Buyer, Buyer will cause any transferee to assume the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsobligations set forth herein.

Taxes and Assessments. In addition 10.01 As additional rent, Lessee will pay to Lessor it proportionate share of all ad valorem property taxes on the payments herein above provided for, leased premises and except as otherwise discharged through any reserve account, improvements on the Purchaser shall pay before delinquency all real and personal property taxes, all general and special assessments, and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times leased premises during the term of this contractLease, based upon that percentage which the Seller mayarea of the leased premises bears to the total leasable area contained in the Shopping Center Building. Lessee shall pay to Lessor monthly, for in advance, on the remaining term first day of this contracteach month, require one-twelfth of the Purchaser to deposit with each Installment Amount Tax Charge, in an amount reasonably estimated by Lessor. Upon the Seller written request by Lessee, Lessor shall furnish a letter setting forth the computation of the Tax Charge. Upon receipt of all tax bills and assessment bills attributable to be necessary to discharge any calendar year during the Real Property taxes and assessments next dueLease Term, said estimates to be adjusted by the Seller to reflect Lessor shall furnish Lessee with a written statement of the actual amount of the Tax Charge for such liabilities each time year along with copies of the Real Property tax statements. If the total amount paid by Lessee under this Section for any calendar year shall be less than the actual amount due from Lessee for such year, as shown on such statement, Lessee shall pay to Lessor on demand the difference between the amount paid by Lessee and the actual amount due; and if the total amount paid by Lessee hereunder for any such calendar year shall exceed such actual amount due from Lessee for such calendar year, such excess shall be credited by Lessor against the Tax Charge due in the subsequent year (or if there is reassessed no subsequent year remaining in the Lease Term, such excess shall be offset against any amounts then owing by Lessee to Lessor and any remaining net surplus shall then be refunded by Lessor to Lessee). This Section shall apply to the calendar years in which this Lease commences and terminates, but Lessee’s liability for the Tax Charge for such years shall be subject to a copy pro rata adjustment based on the number of days of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve payments.calendar

Taxes and Assessments. In addition (i) All real estate taxes and assessments on the Property for the tax year (the “Current Tax Year”) in which the Closing occurs shall be initially prorated at Closing through the Closing Date based upon the latest available tax information for the Current Tax Year (with Seller and Buyer each being responsible for a pro rata share of such taxes and assessments based upon the number of days in the Current Tax Year occurring before the Closing Date, in the case of Seller, and on and after the Closing Date, in the case of Buyer). Buyer shall receive a credit against the Purchase Price for the amount of Seller’s pro rata share of the real estate taxes and assessments based upon the number of days in the Current Tax Year occurring before the Closing Date. Upon and after the Closing Date and subject to the payments herein above credit provided forto Buyer as reflected in the prior sentence, Buyer shall be responsible for real estate taxes and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency all real and personal property taxes, all general and special assessments, and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against assessments on the Property or the use thereof to the extent the same or any installments thereof are attributable to the period due and payable on and following the date Closing Date, including, without limitation, any unpaid real estate taxes and assessments for the Current Tax Year. (ii) In no event shall Seller be charged with or be responsible for any increase in the real estate taxes or assessments on the Property resulting from the sale of this contractthe Property. The prorated portion of said taxes, assessments, All tax refunds and charges which are credits attributable to any period prior to the date Closing Date which Seller has paid or for which Seller has given a credit to Buyer shall belong to and be the property of Seller regardless of when received by Seller or Buyer, and Buyer shall promptly pay the same to Seller if received by Buyer. All tax refunds and credits attributable to any period on or after the Closing Date shall belong to and be the property of Buyer regardless of when received by Seller or Buyer, and Seller shall promptly pay the same to Buyer if received by Seller. Buyer and Seller agree to cooperate with each other in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be reasonably necessary to carry out the intention of this contractsubsection, excluding taxes for including the delivery to each other, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessmentsthe execution of any and all consent or other documents, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term undertaking of this contract, the Seller may, any acts reasonably necessary for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount collection of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsrefund.

Taxes and Assessments. In addition (a) It is hereby determined and declared by the Lessor and the Lessee that nothing contained in this Ground Lease is intended to change the degree to which the interest or estate of the Lessee created by this Ground Lease is subject to ad valorem property taxes; however, to the payments herein above provided forextent assessed, the Lessee shall bear and pay to the public officer charged with the collection thereof, before the same shall become delinquent, and except as otherwise discharged through shall indemnify, save, and hold harmless the Lessor from the payment of, any reserve account, the Purchaser shall pay before delinquency and all real and personal property taxes, all general and special assessments, license fees, excises, imposts, fees, and all other charges of whatsoever every sort, nature and kind (collectively, "Taxes" and each, a "Tax") that during the Term are or nature levied might be levied, assessed, charged, or assessed by any lawful authority imposed upon or against the Property Premises or the interest or estate of the Lessee or the Lessor in and to the Property. If the Lessor subsequently sells or transfers fee simple title to the Property and such sale or transfer alone results in the levy, assessment, charge, or imposition of ad valorem taxes against the Premises or causes the Property to become subject to such levy, assessment, charge, or imposition,‌ the successor Lessor shall be responsible for the payment of such Taxes, and the Lessee shall have no liability therefor. (b) Notwithstanding the Lessee’s agreement to pay for any taxes or assessments in accordance with Section 5(a) above, the Lessor agrees to use thereof its best efforts to assist the Lessee in attempting to secure an exemption from ad valorem property taxation with respect to the Premises (including, without limitation, modifications to this Ground Lease or the Term thereof, if necessary). In furtherance of the foregoing, if, following review by the Miami-Dade County Property Appraiser, it is determined that a longer duration of the Term is necessary in order to secure the exemption from ad valorem for the Project, then the City Manager may, by written notice to the Lessee, exercise one or both of the options to renew for the Renewal Term, and in such event, the Term shall be conclusively deemed to have been renewed and extended, for the duration of the Initial Term and the applicable Renewal Term(s). (c) If the imposition of any Tax shall be deemed by the Lessee or the Lessor to be improper, illegal, or excessive, the Lessee may, in its own name, dispute and contest the same and, in such event and to the extent the same or permitted by law, any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall Tax need not be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required until adjudged to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so heldvalid; provided, however, this account may be commingled the Lessee shall first notify the Lessor in writing of such dispute and contest and shall comply with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion requirements of the Property is threatened Bond Documents concerning the contest of Taxes. Unless so contested, any Tax shall be paid by the Lessee within the time provided by law, and if contested, any such Tax shall be paid before the imposition of a lien on the Premises with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsrespect thereto.

Taxes and Assessments. In addition 5.1 Tenant covenants and agrees to the payments herein above provided forpay to Landlord, and except as otherwise discharged through any reserve accountadditional rent hereunder, the Purchaser shall pay before delinquency amount by which all real estate taxes and personal property taxes, all general and special assessments, and installments thereof which may be taxed, charged, levied, assessed or imposed during any fiscal tax year occurring during the Lease Term (and any extensions or renewals thereof) upon all other charges or any portion of whatsoever kind or nature in relation to the Premises and the improvements at any time erected thereon and the appurtenances thereof, exceed the Annual Tax Base Amount specified in Item 1.8 of the Basic Lease Provisions. In the partial fiscal tax year in which the Lease Term shall commence, and in the partial fiscal tax year in which the Lease Term shall terminate, such taxes and assessments and the Annual Tax Base Amount shall be prorated on a daily basis (using a 365-day year), and Tenant's payment obligations shall be computed accordingly. If any assessments or taxes are levied or assessed by any lawful authority upon or against the Property Premises which are payable or may be paid in monthly or more frequent installments, Tenant shall be required to pay only such installments as shall become due and payable during the use Lease Term; provided however, if an assessment or tax is imposed upon the Premises because of the acts or upon the request of Tenant, then Tenant shall pay the total amount thereof in equal annual installments during the Lease Term, on a date established by Landlord. 5.2 Tenant shall pay the amount of any taxes and assessments which it is obligated to pay hereunder directly to Landlord within fourteen (14) days after receipt of Landlord's invoice therefor, Landlord agrees, in turn, to promptly pay such taxes and assessments to the extent appropriate taxing authority. 5.3 In the same event of any "Tax Reassessment" (as defined herein), Tenant shall have the right, in Tenant's or Landlord's name, but at Tenant's sole cost and expense, to contest the validity of any installments thereof are attributable tax or assessment or assessed valuation of the Premises by appropriate proceedings timely instituted; provided that: (a) Tenant gives Landlord written notice of Tenant's intention to the period following the date of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to any period do so prior to the date on which Tenant is obligated to pay such taxes pursuant to Paragraph 5.2, above; (b) Tenant makes timely payment to Landlord of all taxes payable pursuant to this contractArticle V; (c) at the time of Tenant's payment of such taxes to Landlord, excluding Tenant requests Landlord, in writing, to pay such taxes for under protest; and (d) Tenant diligently prosecutes any such period contest. As used herein, the term "Tax Reassessment" means any change in the assessed because full cash value of the reclassification Premises as a result of a sale transfer or conveyance of all or any portion of the use Premises, or a "change in ownership" (as the phrase is defined in Section 60 of the Property by the Purchaser California Revenue and Taxation Code) of all or any successors portion of the PurchaserPremises. Landlord shall, shall be paid before delinquency if requested by the Seller. Said periods shall be determined by reference to the year Tenant, cooperate with Tenant in which the taxesany such proceedings, assessmentsprovided, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do sohowever, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller that Landlord shall not be liable for interest on said depositsany expenses whatsoever in connection therewith, and Tenant shall protect, indemnify, and reimburse Landlord for all claims loss, cost, liability, expense, attorneys' fees or damages resulting therefrom. If not retained Tenant prevails in an escrow or collection accountsuch tax contest, said funds shall be maintained by the Seller in a segregated account and expended for no other purposeLandlord shall, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion within thirty (30) days following Landlord's receipt of the Property is threatened with refund of any tax forfeiture or sale as overpaid taxes, pay to Tenant any such overpaid taxes which were paid by Tenant during the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsLease Term.

Taxes and Assessments. In addition (a) Landlord shall pay, on or before the due date, all taxes and assessments levied against the Shopping Center (including, without limitation, the land underlying the Shopping Center) during the Term. (b) Tenant shall pay to Landlord "Tenant's Share" (as hereinafter -------------- defined) of the real estate taxes and general assessments (collectively, "Taxes") levied upon and assessed against the Shopping Center, for each tax year ----- of the Term. Such taxes shall be payable by the later to occur of (i) thirty (30) days following Tenant's receipt from Landlord of the applicable Tax xxxx together with a calculation of the amount of such Tax owing by Tenant in accordance with this Section 6, and (ii) fourteen (14) days prior to --------- delinquency. Tenant's schedule of payments (annual or semi-annual) shall be concurrent with and proportionate to Landlord's schedule of payments to the payments herein above provided fortaxing authority. Landlord shall furnish Tenant with proof of payment of Taxes within thirty (30) days after the delinquency date thereof. In the event of assessments which may be paid in installments by reason of bonding or otherwise, Landlord may elect to make payment under the installment plan. In any event, Tenant's payment obligations under this Section shall be as if Landlord made payment over the longest period of time permitted by the assessment and except Tenant shall bear no liability as otherwise discharged through any reserve accountto installments due following the expiration of the Term or earlier termination of this Lease. (c) For purposes of this Section 6, "Tenant's Share" is defined as a --------- -------------- fraction, the Purchaser numerator of which is the Floor Area within the Premises and the denominator of which is the Floor Area within the Shopping Center (provided that in no event shall pay before delinquency all real such denominator be less than the amount of Floor Area shown within the building areas of the Shopping Center on the Site Plan); except, however, that if any owner or occupant of the Shopping Center separately pays for the Taxes applicable to its parcel, then the Taxes so paid by such owner or occupant shall be excluded from the Taxes to which Tenant contributes and personal property taxesthe Floor Area within the parcel of such owner or occupant shall not be included in the denominator for purposes of calculation of Tenant's Share. Such computation shall be made separately for each tax year. (d) Should the first or final tax year occurring during the Term include a period of time prior to or following the Term, all general and special assessmentsas applicable, and all other charges Tenant shall be responsible to Landlord for a pro rata portion of whatsoever kind or nature levied or assessed by any lawful authority upon or against its tax obligation as described herein, based on the Property or portion of such tax year included in the use thereof Term of this Lease. This Section includes Tenant's total responsibility for taxes both for the Shopping Center, including, without limitation, the Common Areas thereof. (e) There shall be excluded from the tax xxxx to which Tenant contributes for the extent the same purposes of computing Tenant's Share (i) income, excess profits, estate, single business, inheritance, succession, transfer, franchise, capital, rental, gross receipts or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property other taxes or assessments upon Landlord or the Rents or other sums payable under thus Lease; (ii) taxes and assessments, general (other than ad valorem taxes) or special, relating to the initial construction, acquisition of the Shopping Center or off-site improvements (including, without limitation, sewer and/or street improvements) or any one or more subsequent renovations, improvements and/or alterations thereof; and (iii) any charge, such failure as a water meter charge and the sewer rent based thereon, which is not rectified measured by the consumption of the actual user of the item or service on which such charge is made. (f) Any rebates, refunds, or abatements of Taxes received by Landlord subsequent to payment of the applicable Taxes by Tenant shall be refunded to Tenant on a pro rata basis within 15 ten (10) days following Sellerof receipt thereof by Landlord. Any such rebate, refund or abatement realized by Landlord prior to payment by Tenant shall result in an immediate reduction in the Taxes upon which Tenant's written demand Share is calculated. (g) Tenant shall have such rights to contest the validity or amount of Taxes as are permitted by law, either in its own name or in the name of Landlord, in either case with Landlord's full cooperation. Any resultant refund, rebate or reduction shall be used first to repay the expenses of obtaining such relief. Landlord shall provide Tenant with government notices of assessment (or reassessment) in time sufficient to reasonably permit Tenant, at Tenant's election, to make contest; and if Landlord fails to do so, and if then there shall be excluded from the Tax xxxx to which Tenant contributes, any increased Taxes resulting from such failure occurs two assessment (or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Sellerreassessment). The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained term "contest" as used in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, ------- this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve payments.Section 6

Taxes and Assessments. In addition to the payments herein above provided for, and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency all All real estate and personal property taxes, all general taxes and special assessments, and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof assessments with respect to the extent Assets located (a) in Indiana, shall be prorated between Seller and Buyer on a “cash basis” and (b) in Kentucky, shall be prorated between Seller and Buyer on an “accrual basis”. Accordingly (assuming the same Closing occurs in calendar year 2019), (x) with respect to the Assets located in Indiana, (1) Buyer and Seller shall prorate the real estate taxes at Closing based on real estate taxes payable in the calendar year 2019 (despite the fact that such taxes are assessed with respect to the calendar year 2018) (the “2018 Taxes”) with Seller being responsible for Seller’s Share (as defined below) of the 2018 Taxes and Buyer being responsible for Buyer’s Share (as defined below) of the 2018 Taxes and (2) all real estate and personal property taxes and assessments assessed for such Assets for the year of Closing (i.e., 2019) but payable in a subsequent year shall not be prorated and shall be payable by Buyer and (y) with respect to the Assets located in Kentucky, Buyer and Seller shall prorate the real estate taxes at Closing based on real estate taxes for the calendar year 2019 (regardless of when payable) with Seller being obligated to pay that portion of such taxes and assessments with respect to such Assets for all periods prior to the Closing Date and Buyer being obligated to pay the portion of such taxes and assessments with respect to such Assets for all periods from and after the Closing Date. In no event shall Seller be charged with or be responsible for, nor shall Buyer receive a credit with respect to (i) any installments thereof taxes payable in the calendar year 2020, (ii) any increase in the taxes on the Assets resulting from the sale of the Assets contemplated by this Agreement, (iii) any change in use of the Assets or Property on or after the Closing Date, or (iv) any improvements made or leases entered into on or after the Closing Date. If any assessments on the Assets or Property are payable in installments, then the installment allocable to the period in which the Closing occurs shall be prorated as of the Closing Date (with Buyer being obligated to pay that portion of such installment attributable to the period following on and after the date of this contractClosing Date, as well as all installments coming due on or after the Closing Date). The prorated portion of said taxes, assessments, and charges which are attributable to any period prior to If Closing shall occur before the date of this contract, excluding actual taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to payable during the year in which Closing occurs are known, the taxes, assessments, and charges are required to apportionment of taxes shall be paid. If upon the Purchaser fails to so pay Real basis of taxes for the Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times payable during the term of this contractimmediately preceding tax year, calculated using the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated maximum discount allowed by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so heldlaw; provided, however, this account that, if the taxes payable during the year in which Closing occurs are thereafter determined to be more or less than the taxes payable during the preceding year, Seller and Buyer shall promptly (but no later than December 31 of the year such taxes have been paid in full) adjust the proration of such taxes, and Seller or Buyer, as the case may be commingled with any insurance reserve account under this contract. The provisions of this paragraph be, shall pay to the contrary notwithstanding, either party shall have the right to contest in good faith other any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long amount required as no portion of the Property is threatened with any tax forfeiture or sale as the a result of such contest. So long as such contest is pursued in good faith, adjustment; this covenant shall survive the nonpayment Closing until December 31 of the amounts year such taxes have been paid in dispute full. For purposes of this Section 10.2, (I) Seller’s Share shall not constitute mean the amount, expressed as a default under this contract or afford percentage, equal to the number of days the in 2019 in which the Seller owned the right to require tax reserve paymentsAssets (excluding the Closing Date) divided by 365 and (II) Buyer’s Share shall 100% minus Seller’s Share.

Taxes and Assessments. In addition The Mortgagor shall pay or cause to be paid, not later than the last day upon which payment may be made without penalty or interest, all Impositions, whether or not assessed against the Mortgagor or the Mortgagee whether or not assessed pursuant to the payments herein above provided for, and except as otherwise discharged through any reserve account, the Purchaser shall pay authority adopted before delinquency all real and personal property taxes, all general and special assessments, and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following after the date of this contractMortgage, if applicable or related in any way to the Mortgaged Property, any interest in the Mortgaged Property of the Mortgagor or the Mortgagee or the debt, obligations or performance secured hereby, or the disbursement or application of the proceeds therefrom excluding, however, any income or corporation excise tax of the Mortgagee. If, at any time, the Mortgagee does not require the escrow of payments for the Impositions, the Mortgagor shall furnish to the Mortgagee receipted real estate tax bills for the Mortgaged Property not later than ten (10) days after the date from which any interest or penalty would accrue for non-payment thereof unless such Imposition is being challenged, in good faith by Mortgagor. The prorated portion Mortgagor shall also furnish to the Mortgagee evidence and payment of said taxesall other Impositions within fifteen (15) days after written request therefor by the Mortgagee. If the Mortgagor is not permitted by applicable law to pay any Imposition or the payment of such Imposition would violate any usury law applicable to the transaction contemplated hereby and by the other Loan Documents, assessmentsthen, at the option of the Mortgagee, the Indebtedness and other charges outstanding under the Loan Documents shall become due and payable on the date specified by written notice given by the Mortgagee to the Mortgagor, which are attributable to any period prior to date shall be at least thirty (30) days after the date of this contractsuch notice. If requested by the Mortgagee, excluding taxes for the Mortgagor shall pay to the Mortgagee monthly, on the first day of each month, a sum reasonably determined by the Mortgagee to be sufficient to provide in the aggregate a fund adequate to pay each Imposition at least thirty (30) days before it becomes delinquent, and, in addition, shall pay to the Mortgagee, on demand, any balance necessary to pay in full each Imposition at least ten (10) days before the date on which it becomes due and payable. If such period assessed because request is made by Mortgagee, such sums must be applied by the Mortgagee to the payment of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, Impositions. The Mortgagor shall be paid before delinquency by the Seller. Said periods shall be determined by reference furnish to the year in which the taxes, assessments, and charges are required Mortgagee all original bills relating to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated any Impositions promptly upon request by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the SellerMortgagee. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party Mortgagor shall have the right right, after giving written notice to the Mortgagee and subject to the conditions stated below, to contest by appropriate legal proceedings the amount or validity of any Imposition. In no event shall the Mortgagor be entitled to delay payment of any Imposition if the delay in good faith payment would subject any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Mortgaged Property is threatened to possible foreclosure or, in any event, unless the Mortgagor deposits with any tax forfeiture the Mortgagee a sum of money or sale such other security as the Mortgagee deems reasonable to cover the amount of any such Imposition plus any interest or penalty that may become due as a result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve payments.

Taxes and Assessments. In addition to the payments herein above provided fora. So long as this Agreement shall remain in effect, and except as otherwise discharged through any reserve account, the Purchaser Optionee shall pay before delinquency when due all real property taxes and all fees and taxes of any kind assessed against the Optionor’s Claims or its personal property taxesand improvements placed upon Optionor's Claims, all general and special assessmentsor any part thereof, and all other charges accruing after the effective date of whatsoever kind or nature this Agreement. Neither party shall be responsible for taxes levied or assessed by any lawful authority upon or against the Property other based upon production or income from Optionor's Claims. Optionee shall at all times have the use thereof right, at its option and sole cost, to contest in courts or otherwise, either in its own name or in the extent name of Optionor the validity or amount of any such taxes or assessments, or to take such other steps or proceedings as Optionee may deem necessary to secure a cancellation, reduction, readjustment or equalization thereof, before Optionee shall be required to pay the same. Optionee shall upon request furnish to Optionor duplicate receipts of all such taxes or assessments when paid. It is agreed that should Optionor receive tax bills or claims that are the responsibility of Optionee, the same shall be promptly forwarded to Optionee for appropriate action and if not so forwarded Optionee shall not be responsible for any delinquent payment charges or interest charges resulting from the late payment of such taxes. b. Optionee shall have the right, at its option, to pay and discharge any unpaid rentals or royalties, liens, or encumbrances against Optionor's Claims or any installments thereof are attributable to the period following interest therein, which arises out of an obligation of Optionor in existence on the date of this contract. The prorated portion of said taxes, assessmentsAgreement, and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party Optionee shall have the right right, at its option, to contest in good faith redeem Optionor's Claims from any foreclosure, judicial, sheriff’s or tax sale caused by failure of Optionor or assessment their predecessors to pay any indebtedness secured by liens or encumbrances against Optionor's Claims. Any such payments made by Optionee, which were caused by and determined to be the obligation of Optionor, may have been or is hereafter levied be credited against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default future payments due Optionor under this contract or afford the Seller the right to require tax reserve paymentsAgreement.

Taxes and Assessments. In addition to the payments herein above provided for, and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency all (i) All real estate and personal property taxestaxes and assessments on the Property for the tax year (the “Current Tax Year”) in which the Closing occurs shall be initially prorated at Closing through the Closing Date based upon the latest available tax information for 2005 (with Seller and Buyer each being responsible for a pro rata share of such taxes and assessments based upon the number of days in the Current Tax Year occurring before the Closing Date, all general and special assessmentsin the case of Seller, and all on and after the Closing Date, in the case of Buyer). If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Buyer being allocated the obligation to pay any installments due on and after the Closing Date). Upon the Closing Date and subject to the credit given to Buyer as provided herein, Buyer shall be responsible for real estate and personal property taxes and assessments on the Property payable on and following the Closing Date, including, without limitation, the 2005 calendar year taxes and any other charges taxes and assessments payable to the governmental authorities in arrears on and after the Closing Date. (ii) In no event shall Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or from any improvements made or leases entered into at any time or for any reason. With respect to all periods for which Seller has paid taxes and assessments and for which an appeal has been filed as of the use thereof Effective Date, Seller hereby reserves the right to continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion, to settle the same. Seller shall have sole authority to control the progress of, and to make all decisions with respect to, such proceedings, provided, however, that such authority shall be limited to the extent the same proceedings and shall not extend to decisions or any installments thereof are attributable to agreements for the period following after the date of this contractClosing Date. The prorated portion of said taxes, assessments, All net tax refunds and charges which are credits attributable to any period prior to the date Closing Date which Seller has paid or for which Seller has given a credit to Buyer shall belong to and be the property of this contractSeller, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may that any such refunds and credits that are the property of Tenants under Tenant Leases shall, at Seller’s election, be commingled with promptly remitted by Seller directly to such Tenants or to Buyer for the credit of such Tenants. All net tax refunds and credits attributable to any insurance reserve account under this contract. The provisions of this paragraph period subsequent to the contrary notwithstanding, either party Closing Date shall have belong to and be the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion property of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsBuyer.

Taxes and Assessments. In addition (a) It is hereby determined and declared by the Lessor and the Lessee that nothing contained in this Ground Lease is intended to change the degree to which the interest or estate of the Lessee created by this Ground Lease is subject to ad valorem property taxes; however, to the payments herein above provided forextent assessed, the Lessee shall bear and pay to the public officer charged with the collection thereof, before the same shall become delinquent, and except as otherwise discharged through shall indemnify, save, and hold harmless the Lessor from the payment of, any reserve account, the Purchaser shall pay before delinquency and all real and personal property taxes, all general and special assessments, license fees, excises, imposts, fees, and all other charges of whatsoever every sort, nature and kind (collectively, "Taxes" and each, a "Tax") that during the Term are or nature levied might be levied, assessed, charged, or assessed by any lawful authority imposed upon or against the Property Premises or the interest or estate of the Lessee or the Lessor in and to the Property. If the Lessor subsequently sells or transfers fee simple title to the Property and such sale or transfer alone results in the levy, assessment, charge, or imposition of ad valorem taxes against the Premises or causes the Property to become subject to such levy, assessment, charge, or imposition, the successor Lessor shall be responsible for the payment of such Taxes, and the Lessee shall have no liability therefor.‌ (b) Notwithstanding the Lessee’s agreement to pay for any taxes or assessments in accordance with Section 5(a) above, the Lessor agrees to use thereof good faith efforts to assist the Lessee in attempting to secure an exemption from ad valorem property taxation with respect to the Premises (including, without limitation, modifications to the Ground Lease or the Term thereof, if necessary). In furtherance of the foregoing, if, following review by the Miami-Dade County Property Appraiser, it is determined that a longer duration of the Term is necessary in order to secure the exemption from ad valorem for the Project, then the City Manager may, by written notice to the Lessee, exercise one or both of the options to renew for the Renewal Term, and in such event, the Term shall be conclusively deemed to have been renewed and extended, for the duration of the Initial Term and the applicable Renewal Term(s). (c) If the imposition of any Tax shall be deemed by the Lessee or the Lessor to be improper, illegal, or excessive, the Lessee may, in its own name, dispute and contest the same and, in such event and to the extent the same or permitted by law, any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall Tax need not be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required until adjudged to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so heldvalid; provided, however, this account may be commingled the Lessee shall first notify the Lessor in writing of such dispute and contest and shall comply with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion requirements of the Property is threatened Bond Documents concerning the contest of Taxes. Unless so contested, any Tax shall be paid by the Lessee within the time provided by law, and if contested, any such Tax shall be paid before the imposition of a lien on the Premises with any tax forfeiture or sale as the result of such contestrespect thereto. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve payments.DRAFT

Taxes and Assessments. In addition 6.01. Applicable Taxes shall include: (a) ad valorem real property taxes; and (b) charges made for specific benefits and which are spread against all real property in a legally constituted taxing unit in the proportion that the assessed value of each parcel of property subject to such charges or assessments bears to the payments herein above provided for, and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency all total assessed value of real (or real and personal personal) property taxeswithin such taxing unit. Applicable Taxes shall be prorated as of the Closing Date based on the ad valorem tax bills for the Property, all general if then available, or if not, then on the basis of the latest available tax figures and special assessmentsinformation. Should such proration be based on such latest available tax figures and information and prove to be inaccurate on receipt of the ad valorem tax bills for the Property for the year of Closing, and all either Seller or Purchaser, as the case may be, may demand at any time after Closing a payment from the other charges of whatsoever kind correcting such malapportionment. In addition, if after Closing there is an adjustment or nature levied or assessed reassessment by any lawful governmental authority upon with respect to, or against affecting, any ad valorem taxes for the Property or for the use thereof to the extent the same year of Closing or any installments thereof are attributable prior year, any additional tax payment for the Property required to be paid with respect the period following year of Closing shall be prorated between Purchaser and Seller and any such additional tax payment for the date of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to Property for any period year prior to the date year of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, Closing shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year Also in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereonaddition, if anyany Tenant pays, being added to the sums so held; providedor reimburses Seller or Purchaser for, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property Applicable Taxes, appropriate payment shall be made by Seller or Purchaser, as appropriate, to the other to ensure that each of Seller and Purchaser receives reimbursement for that portion of Applicable Taxes for which it is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsentitled.

Taxes and Assessments. In addition Lessee will also pay to Lessor as additional rent, at least ten days before the payments herein above provided forsame become delinquent, and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency all real and personal property taxes, all general and special assessments, and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, of every description to which said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow premises or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned any part thereof or improvement thereon, if anyor Lessor or Lessee in respect thereof, being added are now or may during said term be assessed or become liable, whether assessed to the sums so heldor payable by Lessor or Lessee; provided, however, this account that with respect to any assessment made under any betterment or improvement law which may be commingled payable in installments, Lessee shall be required to pay only such installments of principal together with interest on unpaid balances thereof as shall become due and payable during said term, and that such taxes shall be prorated as of the dates of commencement and expiration respectively of said term. If at any insurance reserve account under this contracttime during said term there shall be assessed against said demised premises or any part thereof or any improvement thereon or any rents payable to Lessor therefor or against Lessor in respect thereof any new taxes (other than federal or state net income taxes or any other taxes existing at the commencement of said term) which are in substitution for real property taxes or are in lieu of increases thereof, Lessee will also pay to Lessor as additional rent, at least ten days before the same become delinquent, all such new taxes. The provisions of Anything in this paragraph 5 to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result payment of such contest. So long as such contest is pursued in good faith, taxes and assessments made under the nonpayment of the amounts in dispute Resource Lessee shall not constitute be deemed to be a default payment under this contract or afford lease to the Seller extent that such payment would duplicate a payment otherwise due under this lease. Lessee will also pay all conveyance taxes imposed by the right State of Hawaii in respect to require tax reserve paymentsthis lease.

Taxes and Assessments. In addition to the payments herein above provided for, and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency all real Real and personal property taxestaxes and assessments (including taxes payable with respect to supplemental tax bills received after the applicable fiscal period but related to periods prior to the applicable fiscal period) on the applicable Property ("Taxes") shall be prorated on the basis that Newhall is responsible for Newhall's Pro Rata Share of such taxes and determined on the basis of the actual number of days which have elapsed during the applicable fiscal tax period, all general whether or not the same shall be payable prior to the applicable adjustment date. With respect to the supplemental tax bills, Owner expressly acknowledges and special assessments, and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof agrees that to the extent tenants under the same or Leases and Newhall under this Agreement, are responsible for the payment of such taxes Owner shall collect payment of same, as it relates to periods of time prior to and from and after the applicable adjustment date, from all such tenants and shall take any installments thereof are attributable to the period following the date action necessary under such payment of this contract. The prorated portion of said taxes, assessments, and charges supplemental taxes which are attributable the responsibility of any tenant or Owner and shall hold Newhall harmless from and against payment of same, except for Newhall's obligations to pay Newhall's Pro Rata Share of any period prior to such taxes under this Agreement. In the date of this contract, excluding taxes for such period assessed because event that as of the reclassification applicable adjustment date the actual tax bills for the year or years in question are not available and the amount of taxes to be prorated as aforesaid cannot be ascertained, then rates and assessed valuation of the use of the Property by the Purchaser or any successors of the Purchaserprevious year, with known changes, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessmentsused, and charges are required to be paid. If when the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term actual amount of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next duefor the year or years in question shall be determinable, said estimates to then such taxes and assessments will be adjusted by re-prorated between the Seller parties to reflect the actual amount of such liabilities each time the Real Property taxes and assessments. Nothing contained in this Article 6 is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities intended or shall be returned construed as limiting or restricting Newhall's reservation of all tax and other economic benefits related to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled connected with any insurance reserve account under this contract. The provisions tax sharing agreement, development agreement, owner's participation agreement, annexation agreement, reimbursement agreement, transferable development rights, annexation or incorporation of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property all or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture into a city, municipal entity or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsspecial improvements district.

Taxes and Assessments. In addition Ad valorem property taxes that are or will be assessed against and attributable to the payments herein above provided for, and except as otherwise discharged through existing tax parcel(s) that include any reserve account, part of the Purchaser shall pay before delinquency all real and personal property taxes, all general Property (“Taxes”) and special assessments, and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, including drainage assessments, and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added that are or will be assessed against and attributable to the sums so held; provided, however, this account may be commingled with existing tax parcel(s) that include any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion part of the Property is threatened (“Assessments”) shall be allocated and paid in accordance with this Section unless otherwise mutually agreed by the parties in writing. At the time of Closing, Seller shall pay any unpaid balance of the Taxes due in 2018 for the entire 2017 tax year, any unpaid Taxes for any earlier period, and any unpaid Assessments last payable without a penalty on or before the day of Closing, all of which shall be paid directly to the appropriate tax collection office out of Seller’s proceeds at Closing. The 2018 Taxes due in 2019 shall be estimated by Seller based on 100% of the amount last billed for a calendar year (“Estimated 2018 Taxes”). The Estimated 2018 Taxes (as may be adjusted by Seller, in its sole discretion, for any tax forfeiture or sale as parcel split which may be applicable to the result Purchased Tract(s) following Closing) shall be paid via credit against the sums due from Buyer at Closing, and Buyer shall then pay (and indemnify Seller for) the 2018 Taxes when billed after Closing to the extent attributable to the Property. Buyer shall assume and pay all Assessments that are last payable without a penalty after the date of Closing, to the extent attributable to the Property. If the conveyance of the Property involves a tax parcel split and any Taxes and/or Assessments are billed after Closing in a manner which does not reflect the split, Buyer shall cooperate with the other owner(s) of land from the same parent parcel to facilitate the timely payment of such contestTaxes and/or Assessments, and Buyer shall pay (and indemnify Seller for) the portion attributable to the Property. So long as such contest is pursued SELLER’S ESTIMATE OF THE 2018 TAXES AND ANY ADJUSTMENT MADE BY SELLER FOR ANY APPLICABLE TAX PARCEL SPLIT SHALL BE CONCLUSIVE. AS BETWEEN BUYER AND SELLER, THE ESTIMATED CREDIT FOR 2018 TAXES AT CLOSING SHALL NOT BE SUBJECT TO ANY FURTHER SETTLEMENT OR ADJUSTMENT AFTER CLOSING EVEN THOUGH THE AMOUNT ESTIMATED AT CLOSING MAY VARY FROM THE ACTUAL AMOUNT DUE ONCE THE TAX RATES, ASSESSMENTS AND/OR PARCEL SPLITS ARE FINALIZED. AFTER CLOSING, NEITHER SELLER, AUCTION COMPANY NOR CLOSING AGENT SHALL HAVE ANY LIABILITY, RESPONSIBILITY OR OBLIGATION WHATSOEVER FOR ANY TAXES OR ASSESSMENTS THAT ARE OR WILL BE ASSESSED AGAINST AND ATTRIBUTABLE TO THE PROPERTY. Notwithstanding the foregoing provisions, in good faithlieu of a credit to Buyer, Seller may elect to deliver to the Closing Agent, at the time of or prior to Closing, the nonpayment entire amount of the amounts Estimated 2018 Taxes to be: (a) held in dispute escrow and applied towards the payment of the 2018 Taxes when billed after Closing; or (b) paid directly to the county as an estimated prepayment of the 2018 Taxes. In any event, having received the benefit of Seller’s estimated payment via credit, escrow or direct prepayment as provided above, Xxxxx shall then pay all Taxes and Assessments which become due after Closing to the extent attributed to the Property (and to the extent not constitute a default under this contract paid via escrow or afford direct prepayment as provided above). When the Seller 2018 Taxes are billed after Closing, any shortage or surplus with respect to the right estimated amount paid by Xxxxxx (whether via credit, escrow or direct prepayment) shall be paid or retained by or refunded to require tax reserve paymentsBuyer (to the extent attributed to the Property).

Taxes and Assessments. In addition Mortgagor shall pay all real estate taxes and installments of special assessments relating to the payments herein above provided forMortgaged Property when due, prior to the attachment of any penalty for nonpayment thereof. If any special assessment is imposed against the Mortgaged Property, Mortgagee may, at any time, require Mortgagor to pay off the entire balance of such assessments. In addition, Mortgagee may, at any time, require Mortgagor to pay to Mortgagee on the day monthly installments of interest or principal and except as otherwise discharged through any reserve accountinterest are payable under the Discretionary Credit Note, until the Purchaser shall pay before delinquency all real and personal property taxes, all general and special assessments, Discretionary Credit Note is paid in full and all other charges obligations under this Second Mortgage are satisfied, a sum equal to one-twelfth (1/12) of whatsoever kind or nature the yearly taxes and assessments levied or assessed by any lawful authority upon or against the Mortgaged Property or as estimated initially and from time to time by Mortgagee, to be applied by Mortgagee to pay said taxes and assessments (such amounts being hereafter referred to as the use thereof “Tax Funds”). Mortgagee shall apply the Tax Funds to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of pay said taxes, assessments, taxes and charges which are attributable to any period assessments prior to the date that penalty attaches for nonpayment so long as the amount of this contract, excluding taxes for Funds held by Mortgagee is sufficient at that time to make such period assessed because of the reclassification of the use of the Property by the Purchaser payments. No earnings or any successors of the Purchaser, interest shall be paid before delinquency by payable to Mortgagor on the SellerTax Funds. Said periods Such Funds shall not be, nor be determined by reference deemed to the year in which the taxesbe, assessmentstrust funds, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party Mortgagee shall have the right to contest hold the Tax Funds in good faith any tax manner Mortgagee elects and may commingle the Tax Funds with other moneys held by Mortgagee. If the amount of the Tax Funds held by Mortgagee shall exceed at any time the amount deemed necessary by Mortgagee to provide for the payment of taxes and assessments, such excess shall, at the option of Mortgagee, either be promptly repaid to Mortgagor or assessment be credited to Mortgagor on the next monthly installment of Funds due. If at any time the amount of the Tax Funds held by Mortgagee shall be less than the amount deemed necessary by Mortgagee to pay taxes and assessments as they fall due, Mortgagor shall promptly pay to Mortgagee any amount necessary to make up the deficiency upon notice from Mortgagee to Mortgagor requesting payment thereof. The Tax Funds are pledged as additional security for the Indebtedness. If any Event of Default (as defined in Section 18 hereof) occurs, Mortgagee may apply, at its election, and in any order Mortgagee may, in its sole and absolute discretion, determine, any Tax Funds held by Mortgagee at the time of application to pay taxes and assessments which may have been are then or is hereafter levied will thereafter become due, or as a credit against the Property or Indebtedness. Upon payment in full of all Indebtedness, Mortgagee shall promptly refund to Mortgagors any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsTax Funds held by Mortgagee.

Taxes and Assessments. In addition “Taxes” refers to general real estate taxes and any drainage and/or other special assessments that are or will be assessed against any tax parcel that include(s) any part of the payments herein above provided for, and except as otherwise discharged through Property. “Seller’s Taxes” refers to general real estate taxes assessed against any reserve account, such tax parcel for the Purchaser shall pay before delinquency all real and personal property taxes, all general and special assessmentscalendar year 2020 (due in 2021), and all prior years, and any drainage and/or other charges of whatsoever kind special assessments attributed to any such tax parcel and last payable without a penalty on or nature levied or assessed by any lawful authority upon or against before the Property or closing date. Any unpaid Seller’s Taxes shall be withheld from Seller’s proceeds at closing and paid directly to the use thereof county. Buyer shall pay all subsequent Taxes to the extent the same or any installments thereof are attributable attributed to the period following the date of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paidProperty. If the Purchaser fails billing of any Taxes after closing includes portions attributed to so the Property and other real estate: (a) Buyer (and Seller, if Seller owns any of such real estate at that time) shall fully cooperate with any other owner(s) of such real estate (and with each other, if Seller owns any of such real estate at that time) with respect to obtaining and/or estimating the split calculation in order to facilitate timely payment of the total amount billed; (b) Buyer shall pay Real the portion attributed to the Property; and (c) if Seller owns any of the real estate affected by such Taxes at that time, Seller shall pay the portion attributed to the real estate owned by Seller. For purposes of this Agreement, the extent to which any Taxes are attributed to the Property taxes (or assessments and such failure to any other new tax parcel) shall be based on a split calculation provided by the appropriate property tax official or, if an official split calculation is not rectified within 15 days following Seller's written demand available, based on an estimated split calculation using available assessment data. Notwithstanding any other provision, Seller may elect to do sohave the closing agent collect from each party at closing their respective shares of the estimated 2021 Taxes due in 2022, and if such failure occurs two or more times during to be paid directly to the term of this contractcounty treasurer as an estimated prepayment. If Seller so elects, the Seller may, 2021 Taxes due in 2022 shall be estimated based on the amount billed for the remaining term of this contract, require 2020 Taxes due in 2021 and the Purchaser to deposit with each Installment Amount an amount reasonably thus estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to allocated between the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest new tax parcels based on said deposits. If not retained in an escrow a split calculation or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long estimated split calculation as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsdescribed above.

Taxes and Assessments. In addition to the payments herein above provided for, and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency all All non-delinquent real and personal property taxes, assessments and other governmental impositions of any kind or nature, including, without limitation, any special assessments or similar charges (collectively, “Taxes”), which relate to the tax year within which the Closing occurs based upon the actual number of days in the tax year. With respect to any portion of the Taxes which are payable by any Tenant directly to the authorities, no proration or adjustment shall be made. The proration for Taxes shall be based upon the most recently issued tax xxxx for the Property. If the most recent tax xxxx is not for the current tax year, then the parties shall reprorate within thirty (30) days of the receipt of the tax xxxx for the current tax year. Upon the Close of Escrow and subject to the adjustment provided above, Buyer shall be responsible for real estate taxes and assessments on the Property payable from and after the Close of Escrow. With respect to all general and special assessmentsperiods for which Seller has paid Taxes, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion, to settle the same. Seller shall have sole authority to control the progress of, and to make all other charges decisions with respect to, such proceedings but shall provide Buyer with copies of whatsoever kind or nature levied or assessed by any lawful authority upon or against all communications with the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contracttaxing authorities. The prorated portion of said taxes, assessments, All net tax refunds and charges which are credits attributable to any period prior to the date Close of Escrow which Seller has paid or for which Seller has given a credit to Buyer shall belong to and be the property of Seller, provided, however, that any such refunds and credits that are the property of Tenants under Leases shall be promptly remitted by Seller directly to such Tenants or to Buyer for the credit of such Tenants. All net tax refunds and credits attributable to any period subsequent to the Close of Escrow shall belong to and be the property of Buyer. Buyer agrees to cooperate with Seller in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Close of Escrow, as may be necessary to carry out the intention of this contractsubsection, excluding taxes including the delivery to Seller, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such period assessed because of refund by Seller. Buyer agrees that, as a condition to the reclassification of the use transfer of the Property by Buyer, Buyer will cause any transferee to assume the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsobligations set forth herein.

Taxes and Assessments. 8.1. The real property and other taxes described below levied against the Leased Premises for June-December 1989, will be prorated between Landlord and Tenant with Tenant paying all such taxes attributable to such period after October 19, 1989. After December 31, 1989, Tenant shall bear, pay and discharge when due, and before any fine, penalty, interest or cost may be added thereto or become due or be imposed by operation of law, all existing and future taxes (including real property taxes), assessments, duties, impositions, burdens and charges whatsoever levied, assessed, charged or imposed, whether by the nation, state or any county, city or other public authority, upon the Leased Premises and improvements thereon, and to deliver promptly to Landlord at all times, proper and sufficient receipts or other sufficient evidence of payment and discharge of such obligations. In addition the event any taxes, or other annual or periodic assessments, duties, impositions, burdens and charges shall be levied or charged for a period only a portion of which is included within the Term of this Lease, Tenant nevertheless shall pay them in their entirety and, upon surrender of the Leased Premises, any proportionate part representing the balance of a charge beyond the time when Tenant surrenders the Leased Premises shall be refunded by Landlord to Tenant. Notwithstanding anything contained herein to the payments herein contrary, Landlord shall be responsible for all taxes and assessments on real property which does not constitute a part of the Leased Premises but which is assessed as a part of the same subdivided lot containing the Leased Premises. 8.2. Landlord, upon receipt, shall promptly forward to Tenant all tax bills, notices of assessment or reassessment and any other information relating to the above provided fortaxes and assessments on the Leased Premises. Tenant, at its expense, shall be entitled to protest to the assessing authorities any special assessments and except any increase in real estate assessments affecting its liability hereunder, petition for reduction of assessments and appeal any denied protests and petitions, and, at its expense, may file and prosecute such actions in Landlord’s name as otherwise discharged through Landlord’s agent. Landlord shall be given written notice ten (10) days in advance of any reserve account, hearing or trial pertaining to any appeal and shall have the Purchaser right to be present and to intervene. 8.3. Tenant shall be responsible for and shall pay before delinquency all real municipal, county, state and federal taxes assessed against any leasehold interest or personal property taxesof any kind, all general and special assessmentsowned by or placed in, and all other charges of whatsoever kind upon, or nature levied or assessed about the Leased Premises by any lawful authority upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsTenant.

Taxes and Assessments. In addition (a) Landlord shall pay, on or before the due date, all taxes and assessments levied against the Shopping Center (including, without limitation, the land underlying the Shopping Center) during the Term. (b) Tenant shall pay to Landlord "Tenant's Share" (as hereinafter -------------- defined) of the real estate taxes and general assessments (collectively, "Taxes") levied upon and assessed against the Shopping Center, for each tax ----- year of the Term. Such taxes shall be payable by the later to occur of (i) thirty (30) days following Tenant's receipt from Landlord of the applicable Tax xxxx together with a calculation of the amount of such Tax owing by Tenant in accordance with this Section 6, and (ii) fourteen (14) days prior to --------- delinquency. Tenant's schedule of payments (annual or semi-annual) shall be concurrent with and proportionate to Landlord's schedule of payments to the payments herein above provided fortaxing authority. Landlord shall furnish Tenant with proof of payment of Taxes within thirty (30) days after the delinquency date thereof. In the event of assessments which may be paid in installments by reason of bonding or otherwise, Landlord may elect to make payment under the installment plan. In any event, Tenant's payment obligations under this Section shall be as if Landlord made payment over the longest period of time permitted by the assessment and except Tenant shall bear no liability as otherwise discharged through any reserve accountto installments due following the expiration of the Term or earlier termination of this Lease. (c) For purposes of this Section 6, "Tenant's Share" is defined as a --------- -------------- fraction, the Purchaser numerator of which is the Floor Area within the Premises and the denominator of which is the Floor Area within the Shopping Center (provided that in no event shall pay before delinquency all real such denominator be less than the amount of Floor Area shown within the building areas of the Shopping Center on the Site Plan); except, however, that if any owner or occupant of the Shopping Center separately pays for the Taxes applicable to its parcel, then the Taxes so paid by such owner or occupant shall be excluded from the Taxes to which Tenant contributes and personal property taxesthe Floor Area within the parcel of such owner or occupant shall not be included in the denominator for purposes of calculation of Tenant's Share. Such computation shall be made separately for each tax year. (d) Should the first or final tax year occurring during the Term include a period of time prior to or following the Term, all general and special assessmentsas applicable, and all other charges Tenant shall be responsible to Landlord for a pro rata portion of whatsoever kind or nature levied or assessed by any lawful authority upon or against its tax obligation as described herein, based on the Property or portion of such tax year included in the use thereof Term of this Lease. This Section includes Tenant's total responsibility for taxes both for the Shopping Center, including, without limitation, the Common Areas thereof. (e) There shall be excluded from the tax xxxx to which Tenant contributes for the extent the same purposes of computing Tenant's Share (i) income, excess profits, estate, single business, inheritance, succession, transfer, franchise, capital, rental, gross receipts or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property other taxes or assessments upon Landlord or the Rents or other sums payable under thus Lease; (ii) taxes and assessments, general (other than ad valorem taxes) or special, relating to the initial construction, acquisition of the Shopping Center or off-site improvements (including, without limitation, sewer and/or street improvements) or any one or more subsequent renovations, improvements and/or alterations thereof; and (iii) any charge, such failure as a water meter charge and the sewer rent based thereon, which is not rectified measured by the consumption of the actual user of the item or service on which such charge is made. (f) Any rebates, refunds, or abatements of Taxes received by Landlord subsequent to payment of the applicable Taxes by Tenant shall be refunded to Tenant on a pro rata basis within 15 ten (10) days following Sellerof receipt thereof by Landlord. Any such rebate, refund or abatement realized by Landlord prior to payment by Tenant shall result in an immediate reduction in the Taxes upon which Tenant's written demand Share is calculated. (g) Tenant shall have such rights to contest the validity or amount of Taxes as are permitted by law, either in its own name or in the name of Landlord, in either case with Landlord's full cooperation. Any resultant refund, rebate or reduction shall be used first to repay the expenses of obtaining such relief. Landlord shall provide Tenant with government notices of assessment (or reassessment) in time sufficient to reasonably permit Tenant, at Tenant's election, to make contest; and if Landlord fails to do so, and if then there shall be excluded from the Tax xxxx to which Tenant contributes, any increased Taxes resulting from such failure occurs two assessment (or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Sellerreassessment). The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained term "contest" as used in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, ------- this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve payments.Section 6

Taxes and Assessments. In addition to To the payments herein above provided for, and except as otherwise discharged through any reserve account, extent that the Purchaser shall pay before delinquency all adjustments in Section 10.1 do not take into account an item specified in this Section 10.3: (a) All non-delinquent real estate and personal property taxes, all general taxes and special assessments, and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof assessments payable with respect to the extent Owned Properties for the same current year shall be prorated between Property Sellers and Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable taxable period), provided that, with respect to Properties located in Colorado, such proration shall be prorated at Closing for calendar year 2018 based on the 2017 tax xxxx and reprorated upon receipt of the 2018 tax xxxx. Property Sellers shall be responsible for the payment of any real estate and personal property taxes that are delinquent before Closing. In no event shall Property Sellers be charged with or be responsible for any increase in the taxes on the Owned Properties resulting from the sale of the Owned Property contemplated by this Agreement, any change in use of the Owned Property on or after the Closing Date, or from any improvements made or leases entered into with respect to the Owned Property on or after the Closing Date. If any assessments on the Owned Properties are payable in installments, then the installment allocable to the current period shall be prorated (with Buyer being allocated the obligation to pay any installments thereof are attributable due on or after the Closing Date). (b) All other Taxes with respect to the period following Owned Properties other than those Taxes being adjusted under subsection (a) above (“Other Taxes”) due in connection with the date ownership and operation of this contract. The prorated portion of said taxes, assessments, such Owned Properties and charges which are attributable related personal property and relating to any period prior to Closing shall be the date of this contract, excluding taxes for such period assessed because of the reclassification of the use responsibility of the Property by Sellers, and all Other Taxes due in connection with the Purchaser or ownership and operation of such Owned Properties and related personal property and relating to any successors of period following the Purchaser, Closing shall be paid before delinquency by the Seller. Said periods responsibility of Buyer; provided that, for the avoidance of doubt, the amount of such Other Taxes allocable to the period prior to Closing and the period following the Closing shall be determined (i) in the case of Other Taxes imposed on a periodic basis, by reference pro rating each such Other Tax based on the number of days in the taxable period that includes the Closing Date that occur on or before the Closing Date, on the one hand, and the number of days that occur after the Closing Date, on the other hand, and (ii) in the case of Other Taxes not described in clause (i) above (such as franchise Taxes or Taxes that are based upon or related to income or receipts), as if such taxable period ended as of the close of business on the Closing Date. In the event that either party becomes liable for any such Other Taxes relating to the year other party’s period of ownership, such party shall be entitled to a credit for such Other Taxes relating to the other party’s period of ownership in which connection with any re-adjustment of the taxes, assessments, and charges are matters set forth in this Section 10.3(b) following the Closing. The parties shall cooperate in the preparation of any final Tax Returns required to be paid. If the Purchaser fails filed with respect to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion of the Property is threatened with any tax forfeiture or sale as the result of such contest. So long as such contest is pursued in good faith, the nonpayment of the amounts in dispute shall not constitute a default under this contract or afford the Seller the right to require tax reserve paymentsOther Taxes.

Taxes and Assessments. In addition Ad valorem property taxes that are or will be assessed against and attributable to the payments herein above provided for, and except as otherwise discharged through existing tax parcel(s) that include any reserve account, part of the Purchaser shall pay before delinquency all real and personal property taxes, all general Property (“Taxes”) and special assessments, and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, including drainage assessments, and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more times during the term of this contract, the Seller may, for the remaining term of this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and a copy of such reassessment is given to the Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for interest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added that are or will be assessed against and attributable to the sums so held; provided, however, this account may be commingled with existing tax parcel(s) that include any insurance reserve account under this contract. The provisions of this paragraph to the contrary notwithstanding, either party shall have the right to contest in good faith any tax or assessment which may have been or is hereafter levied against the Property or any portion thereof so long as no portion part of the Property is threatened (“Assessments”) shall be allocated and paid in accordance with this Section unless otherwise mutually agreed by the parties in writing. At the time of Closing, Seller shall pay any unpaid balance of the 2020 Taxes due in 2021 (“2020 Taxes”), any unpaid Taxes for any earlier period, and any unpaid Assessments last payable without a penalty on or before the day of Closing, all of which shall be paid directly to the appropriate tax collection office out of Seller’s proceeds at Closing. If not ascertainable and payable at the time of Closing, the 2020 Taxes shall be estimated by Seller based on 100% of the 2019 Taxes due in 2020 (“Estimated 2020 Taxes”). The Estimated 2020 Taxes (as may be adjusted by Seller, in its sole discretion, for any tax forfeiture or sale as parcel split which may be applicable to the result Purchased Tract(s) following Closing) shall be paid by Seller via credit against the sums due from Buyer at Closing, and Buyer shall then pay (and indemnify Seller for) all Taxes and Assessments due after Closing to the extent attributable to the Property. Buyer shall be responsible for the 2021 Taxes due in 2022 (“2021 Taxes”) to the extent attributable to the Property. For the avoidance of doubt, there will be no proration of 2021 Taxes regardless of the date of Closing. If the conveyance of the Property involves a tax parcel split and any Taxes and/or Assessments are billed after Closing in a manner which does not reflect the split, Buyer shall cooperate with the other owner(s) of land from the same parent parcel to facilitate the timely payment of such contestTaxes and/or Assessments, and Buyer shall pay (and indemnify Seller for) the portion attributable to the Property. So long as such contest is pursued SELLER’S ESTIMATE OF THE 2020 TAXES AND ANY ADJUSTMENT MADE BY SELLER FOR ANY APPLICABLE TAX PARCEL SPLIT SHALL BE CONCLUSIVE. AS BETWEEN BUYER AND SELLER, THE ESTIMATED CREDIT FOR 2020 TAXES AT CLOSING SHALL NOT BE SUBJECT TO ANY FURTHER SETTLEMENT OR ADJUSTMENT AFTER CLOSING EVEN THOUGH THE AMOUNT ESTIMATED AT CLOSING MAY VARY FROM THE ACTUAL AMOUNT DUE ONCE THE TAX RATES, ASSESSMENTS AND/OR PARCEL SPLITS ARE FINALIZED. AFTER CLOSING, NEITHER SELLER, AUCTION COMPANY NOR CLOSING AGENT SHALL HAVE ANY LIABILITY, RESPONSIBILITY OR OBLIGATION WHATSOEVER FOR ANY TAXES OR ASSESSMENTS THAT ARE OR WILL BE ASSESSED AGAINST AND ATTRIBUTABLE TO THE PROPERTY. Notwithstanding the foregoing provisions, in good faithlieu of a credit to Buyer, Seller may elect to deliver to the Closing Agent, at the time of or prior to Closing, the nonpayment entire amount of the amounts Estimated 2020 Taxes to be: (a) held in dispute escrow and applied towards the payment of the 2020 Taxes when billed after Closing; or (b) paid directly to the county as an estimated prepayment of the 2020 Taxes. In any event, having received the benefit of Seller’s estimated payment via credit, escrow or direct prepayment as provided above, Buyer shall then pay all Taxes and Assessments which become due after Closing to the extent attributed to the Property (and to the extent not constitute a default under this contract paid via escrow or afford direct prepayment as provided above). When the 2020 Taxes are billed after Closing, any shortage or surplus with respect to the estimated amount paid by Seller (whether via credit, escrow or direct prepayment) shall be paid or retained by or refunded to Buyer (to the right extent attributed to require tax reserve paymentsthe Property).