Taxes and Assessments. Any taxes and assessments paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments due and payable during the tax year of Closing have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing, and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the tax year of Closing differ from the amounts apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves within thirty (30) days after such amounts are determined following Closing. In the event of any reduction in the assessed valuation of the Premises for any tax year, the net amount of any tax savings, after deduction of reasonable expenses and tax service fees shall # with respect to tax years ending prior to the tax year in which the Closing Date shall occur, be payable to Seller, # with respect to the tax year in which the Closing Date occurs, be adjusted between Seller and Purchaser as of the Closing Date so that the amount of such savings with respect to the period up to the Closing Date shall be payable to Seller and the remaining amount shall be payable to Purchaser, and # with respect to all tax years after the tax year in which the Closing Date occurs, be payable to Purchaser. Notwithstanding the foregoing, Purchaser shall not adjust or settle any such protest or proceeding with respect to any tax year ending prior to the tax year in which the Closing Date shall occur without Seller’s prior written consent, which consent shall not be unreasonably withheld or delayed. Any such protest or proceeding which relates in whole or in party to any period after (and including) the Closing shall be prosecuted by Purchaser. Any such protest or proceeding which relates in whole or in party to periods prior to the Closing Date may be prosecuted by Seller, provided any settlement of the same shall be subject to the consent of Purchaser, which consent shall not be unreasonably withheld.

Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing.

If the Closing shall occur before the tax rates or the assessed valuation of the Property is fixed for the then current year, the apportionment of taxes shall be upon the basis of the tax rates for the preceding year, including all matters appearing on the tax bill for such year, whether ad valorem or non-ad valorem, applied to the latest assessed valuation. The proration shall allow for any available discount. Subsequent to the Closing, when the tax rate and the assessed valuation of the Property are fixed for the year in which the Closing occurs, the parties agree to adjust the proration of taxes and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment, which obligation shall expressly survive Closing. Prior to or after the Closing, one or more of the Sellers may elect to protest the assessed valuation of the Seller Property owned by such Seller(s) for the year of Closing and if the assessed valuation of a Seller’s Seller Property for the year of Closing has not been finalized by the time of Closing, the applicable Seller(s) shall have the right to continue the protest after the Closing at no cost to Purchaser and Purchaser shall cooperate with the applicable Seller(s) and its consultants handling the protest. In the event a protest results in a final certified assessed valuation for a Seller Property that is less than the assessed valuation used for the proration of taxes at the Closing, the reporation and adjustment of taxes for the year of Closing between the applicable Seller and Purchaser shall be based on the amount by which the taxes for the year of the Closing are reduced after payment of the costs and expenses of the protest. It is anticipated that the consultant handling a protest may be compensated on a contingency basis with a percentage of the tax savings.

Taxes. All ad valorem real estate and personal property taxes with respect to the Purchased Assets shall be prorated as of the Closing, based on an accrual basis for the tax year in which the Closing occurs (and prior years not yet due and payable), such that Seller shall pay all such taxes attributable to any prior tax years and that portion of the current tax year allocable to the period prior to the Closing regardless of when due and payable and Buyer shall be responsible for all such taxes for the current tax year attributable to the period from and after the Closing. The proration of real property taxes or installments of assessments shall be based upon the assessed valuation and tax rate figures (assuming payment at the earliest time to allow for the maximum possible discount) for the year in which the Closing occurs to the extent the same are available; provided, however, that in the event that actual figures (whether for the assessed value of the Real Property or for the tax rate) for the year of Closing are not available at the Closing Date, the proration shall be made using figures from the preceding year. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at the Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following the Closing.

Taxes and Special Assessments. Real estate taxes and special assessments imposed by governmental authority that are not yet due and payable and that are not reimbursable by tenants under the Leases as Operating Costs shall be prorated as of the Closing based upon the most recent ascertainable assessed values and tax rates. Seller shall receive a credit for any taxes and special assessments paid by Seller and applicable to any period after the Closing. Purchaser shall pay all installments of special assessments due and payable on or attributable to the period from and after the Closing Date; provided, however, that # if the owner of the Property may elect to pay any special assessment over time, Seller may elect to do so, which election shall be binding on Purchaser, provided in no event shall Purchaser be responsible for special assessments relating to the period prior to Closing and # Seller shall not be required by the foregoing to pay any installments of special assessments which have not been confirmed as of the Date of this Agreement except to the extent any governmental authority finally imposes them with respect to the period prior to the Closing Date. Real property tax refunds and credits received after the Closing which are attributable to a fiscal tax year prior to the Closing shall belong to Seller, and those which are attributable to the fiscal tax year in which the Closing occurs shall be prorated based upon the date of Closing, provided, however to the extent any such tax refunds and credits are required to be refunded to Apple pursuant to the Leases, each party after receipt thereof shall promptly remit any tax refunds and credits to Apple and keep the other party reasonably apprised of such transmittal. Assessments or fees imposed, if any, by the applicable association or other party pursuant to any covenants, conditions and restrictions which the Property is subject (“CC&Rs”) that are not yet due and payable and that are not reimbursable by the tenants under the Leases as Operating Costs shall be prorated as of the Closing based upon the most recent statements from such association or party. Seller shall receive a credit for any such assessments and fees paid by Seller and applicable to any period after the Closing.

. All real estate and personal property Taxes and assessments for the current year shall be prorated on a calendar year basis between Seller and Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period). In no event shall Seller be charged with or be responsible for any increase in the Taxes on the Assets resulting from the sale of the Assets contemplated by this Agreement, any change in use or improvement of the Assets or Property on or after the Closing Date, or 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 (with Buyer being allocated the obligation to pay any installments due on or after the Closing Date).